/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230929.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, September 29, 2023, Vol. 27, No. 271 Headlines 15 HUMBOLDT LLC: Seeks to Hire Isaac Nutovic as Bankruptcy Counsel 4112 REALTY: Taps Law Office of Rachel S. Blumenfeld as Counsel 511 SEAWARD: Plan Disclosures Hearing Continued to Oct. 25 7614 LLC: Taps Jones Lang LaSalle Americas as Real Estate Broker 8607 WURZBACH: Gets OK to Tap H. Anthony Hervol as Legal Counsel ACUSHNET HOLDINGS: Moody's Gives First Time Ba2 Corp Family Rating ALBANY DIOCESE: $3.75-Bil. Fidelis Sale to be Investigated ALROD LOGISTICS: Court OKs Interim Cash Collateral Access AMERICAN DREAM: Losses Increase Fourfold in 1 Year AMERIMARK INTERACTIVE: Judge to Likely Dismiss Chapter 11 Case AMERITEX HOLDCO: Moody's Assigns First Time B2 Corp. Family Rating AMERITRANS EXPRESS: Owed Millions of Unpaid Wages AMYRIS INC: Plan Support Deadline Extended to Oct. 2 ANKORY CONSTRUCTION: Gets OK to Tap Rountree as Bankruptcy Counsel AP ORANGEVALE: Seeks to Hire Porter Scott as Litigation Counsel AP ORANGEVALE: Seeks to Tap Donahue Fitzgerald as Special Counsel AR&K HOME: Taps Berger Fischoff Shumer Wexler & Goodman as Counsel ARAMSCO INC: Moody's Assigns First Time B3 Corporate Family Rating ASTRA ACQUISITION: Credit Suisse Marks $595,000 Loan at 30% Off AVERY ASPHALT: Plan Has At Least $100K for Unsec. Creditors BALADE YOUR WAY: Seeks to Tap Davidoff Hutcher & Citron as Counsel BED BATH & BEYOND: Liquidation Plan to Become Effective Sept. 30 BENEFYTT TECHNOLOGIES: Rebrands as Blue Lantern After Chapter 11 BENNETT MINERAL: Taps Durrette Arkema Gerson & Gill as Counsel BENNING MCLEAN: Agres to File Plan and Disclosures by Nov. 13 BIOSTEEL SPORTS NUTRITION: Seeks Chapter 15 Bankruptcy Protection BIOSTEEL SPORTS: Obtains CCAA Initial Stay Order BLITZ NV: Seeks to Hire Fox Rothschild LLP as Bankruptcy Counsel BLUE STAR: Closes $5-Mil. Offering, Regains Nasdaq Compliance BOY SCOUTS: Insurers Wants to Supress Fraudulent Abuse Claims BRANDON HALL: Case Summary & 20 Largest Unsecured Creditors BULLDOG PURCHASER: Credit Suisse AMIFI Marks Loan at 22% Off CAPSTONE GREEN: Case Summary & 30 Largest Unsecured Creditors CAPSTONE GREEN: Files Chapter 11 to Facilitate Restructuring CARESTREAM HEALTH: Credit Suisse Marks $532,000 Loan at 27% Off CELSIUS NETWORK: Ex-CRO Cohen-Pavon Pleads Guilty to Fraud CELSIUS NETWORK: Seeks to Hire RSM US as Independent Auditor CHASE CUSTOM: Unsecureds to Get 20% or 100% Over Time CHOPRA REALTY: Hires Broege Neumann Fischer & Shaver as Counsel COLORADO FOOD: Court OKs Interim Cash Collateral Access COMMERCEHUB INC: Credit Suisse Fund Marks $600,000 Loan at 22% Off COMMUNITY HEALTH: Burgess Joins Board of Directors CORRY DAVIS: Taps Law Offices of Michael E. Gazette as Counsel CRESTWOOD HOSPITALITY: Brycon Construction Submits Plan CWI CHEROKEE: Tri-Cities Solid Waste to Take Over Operations DEPENDABLE LAWN: Taps Bach Law Offices as Bankruptcy Counsel DINARDO LAW: Court OKs Cash Collateral Access Thru Oct 31 DIOCESE OF SAN FRANCISCO: Gets OK to Tap Sheppard Mullin as Counsel DIVERSIFIED HEALTHCARE: Investor Urges Board to Explore Sales DXP ENTERPRISES: Moody's Rates New Sr. Secured Term Loan 'B2' DYNACAST LLC: Credit Suisse AMIFI Marks $597,000 Loan at 24% Off EL PASO EDUCATION: Moody's Cuts 2020A Revenue Bonds Rating to Ba2 ELITE INVESTMENT: Hits Chapter 11 Bankruptcy Protection FRIENDSHIP VILLAGE: Gets $83.1-Mil. Bid Prior to Auction FTX GROUP: Sues SBF's Parents to Recover Millions of Funds GENESEE & WYOMING: Moody's Affirms Ba2 CFR, Outlook Remains Stable GENESIS GLOBAL: Winds Down Cryptocurrency Trading Services of GGC GRAN TIERRA: Trafigura Cuts Loan Commitment to $50MM GSS18 LLC: Seeks to Hire Florida Bankruptcy Group as Legal Counsel HELLO LIVINGSTON: To Seek Plan Confirmation on Nov. 21 HONEY RUN: Seeks to Hire Dunham Hildebrand as Bankruptcy Counsel HOODSTOCK ENTERPRISES: Taps Motschenbacher & Blattner as Counsel HORNBLOWER SUB: Credit Suisse AMIFI Marks $523,000 Loan at 51% Off HOVNANIAN ENTERPRISES: S&P Rates Secured 1.125-Lien Notes 'B+' INFOW LLC: Jones Defends $100K Monthly Lifestyle During Bankruptcy INFOW: Spent Beyond $93K in July, Haven't Paid Sandy Hook Families INNOVATE CORP: COO Herbst Steps Down Effective Oct. 20 ITT HOLDINGS: Moody's Rates New $750MM Sr. Secured Term Loan 'Ba2' ITT HOLDINGS: S&P Downgrades ICR to 'B' on Term Loan B Upsizing JASON GROUP: Credit Suisse AMIFI Marks $333,000 Loan at 15% Off JFL-TIGER ACQUISITION: Moody's Assigns First Time 'B2' CFR KENT SEITZ: Gets OK to Hire Blossom Law as Bankruptcy Counsel KNOT WORLDWIDE: Moody's Rates Amended First Lien Secured Loans 'B2' KOACH ENTERPRISE: Files Emergency Bid to Use Cash Collateral LA FAMILIA: Seeks to Hire Chapman Law Group as Litigation Counsel LASERSHIP INC: Credit Suisse AMIFI Marks $400,000 Loan at 15% Off LASERSHIP INC: Credit Suisse Marks $795,000 Loan at 17% Off LEARFIELD: Completes $1.1 Recapitalization to Cut Debt LEE & MAIN STREET: Starts Subchapter V Bankruptcy Protection LIFEPOINT HEALTH: Moody's Rates New $2BB Secured Term Loan 'B2' LIFEPOINT HEALTH: S&P Assigns 'B' Rating on New $2BB Term Loan B LIGADO NETWORKS: Moody's Cuts CFR to Ca & $1BB 2nd Lien Notes to C LORDSTOWN MOTORS: Assets Bidding Deadline Extended LOUISVILLE LUSH: Files Emergency Bid to Use Cash Collateral LOVE FAMILY: Case Summary & 10 Unsecured Creditors LUNA DAIRY: Commences Chapter 11 Bankruptcy Protection LUXEMBOURG INVESTMENT: Credit Suisse AMIFI Marks Loan at 26% Off LUXURY AUTO: Court OKs Cash Collateral Access Thru Oct 18 LUXURY AUTO: Taps Latham Luna Eden & Beaudine as Bankruptcy Counsel MAD SCIENCE: Wins Cash Collateral Access Thru Oct 20 MAGNOLIA OIL: Moody's Hikes CFR to Ba3 & Alters Outlook to Stable MALLINCKRODT PLC: Plans to Sell Opioid Business MEDASSETS SOFTWARE: Credit Suisse Marks $819,000 Loan at 40% Off MESA AIR: Zubeck Steps Down as CFO METCALF ANTIQUE: Files Emergency Bid to Use Cash Collateral MUSCLEPHARM CORP: Bankruptcy Court OK's FitLife Asset Acquisition MUSTARD SEED: Case Summary & Four Unsecured Creditors MV REALTY PBC: Files Emergency Bid to Use Cash Collateral NEW INSIGHT: Moody's Assigns 'Caa3' CFR, Outlook Negative NEW ORLEANS CREMATION: Unsecureds Owed $1,750 to Get Full Payment OCEAN POWER: Paragon Proposes 5 Directors, Reports 3.8% Stake OCEAN POWER: Reviewing Paragon's Notice to Appoint Directors OCINOMLED LTD: Seeks to Hire Randall S. D. Jacobs as Legal Counsel ORYX MIDSTREAM: S&P Alters Outlook to Negative, Affirms 'BB-' ICR PARAMETRIC SOLUTIONS: Court OKs Interim Cash Collateral Access PARLEE CYCLES: Court Confirms Chapter 11 Plan PARTY CITY: Anagram in Talks with Bondholders Following Default PATAGONIA HOLDCO: Credit Suisse AMIFI Marks $1.2MM Loan at 15% Off PB MICHIGAN: Case Summary & 20 Largest Unsecured Creditors PERFORMANCE POWERSPORTS: Unsecureds Get Litigation Proceeds PESTO 1 INC: Gets OK to Hire Allan D. NewDelman as Legal Counsel PGX HOLDINGS: Unsecureds Get Beneficial Interest in Creditor Trust PHILLIPS SEABROOK: Wins Cash Collateral Access PLASTIQ INC: Court Approves Plan and Disclosures PLATFORM II LAWNDALE: Unsecureds Owed $1.6M to Get 1%-74% of Claims POLAR US: Credit Suisse AMIFI Marks $568,000 Loan at 21% Off PRECIPIO INC: Looking to Regain Nasdaq Compliance PROCARE PROPERTY: Case Summary & Two Unsecured Creditors PROJECT BOOST: Moody's Rates New $11.7MM First Lien Loans 'B2' QUEST SOFTWARE: Credit Suisse AMIFI Marks $994,000 Loan at 22% Off REDSTONE HOLDCO: Credit Suisse Fund Marks $130,000 Loan at 37% Off REDSTONE HOLDCO: Credit Suisse Fund Marks $892,000 Loan at 16% Off RITE AID CORP: At Risk of Closing About 500 Stores in California SATURNO DESIGN: Court Confirms Second Amended Plan SAVANNAH CAPITAL: Affiliate Taps Tranzon Driggers as Auctioneer SEMRAD LAW: Unsecureds to Get Share of Plan Administrator Assets SENIOR CARE: Claims to be Paid From Sale of Assets SERTA SIMMONS: Credit Suisse AMIFI Marks $741,000 Loan at 40% Off SEVEN KITCHEN: Taps Law Office of Marilyn D. Garner as Counsel SEVERIN ACQUISITION: Moody's Rates New First Lien Term Loan 'B2' SITIO ROYALTIES: Moody's Assigns First Time B1 Corp. Family Rating SORRENTO THERAPEUTICS: Halt on Trading of Scilex Shares Extended SPIRIT AIRLINES: Moody's Lowers CFR to B2, Outlook Negative SPIRIT AIRLINES: Provides Investor Update for Q3 2023 SUMMIT SPRINGS: Unsecureds Owed $210K Unimpaired in Plan SUPERTRANSPORT LLC: Seeks to Tap Synergy as Accountant & Consultant SVB FINANCIAL: Scramucci Is Top Bidder for SVB Capital SYRACUSE INDUSTRIAL: Moody's Cuts Rating on Revenue Bonds to Caa2 TITAN MECHANICAL: Seeks to Hire Bach Law Offices as Counsel TRAMAR INC: Hits Chapter 7 Bankruptcy Protection TRANSOCEAN AQUILA: Moody's Rates New $300MM Sr. Secured Notes 'B2' TRC FARMS: Seeks to Tap Mossy Oak Properties as Real Estate Broker TRUGREEN LP: Credit Suisse Marks $400,000 Loan at 40% Off TUFFSTUFF FITNESS: Court OKs Cash Access, $250,000 DIP Loan UNITED ENGINEERS: Taps O'Connor Wechsler as Litigation Counsel UNIVERSAL SOLAR: Gets OK to Hire Keery McCue as Bankruptcy Counsel US ACUTE: Moody's Lowers CFR & Sr. Secured Global Notes to 'B3' VALCAL INC: Court OKs Cash Collateral Access Thru Oct 18 VALLEY PORK: Seeks to Hire Growthland as Broker and Auctioneer VITAL PHARMACEUTICALS: Unsecureds to Get Liquidating Trust Interest VPC IMPACT: Chapter 15 Case Summary VYAIRE MEDICAL: Moody's Lowers CFR to 'Ca', Outlook Stable WAND NEWCO 3: S&P Upgrades ICR to 'B', Outlook Stable WHEEL PROS: S&P Upgrades ICR to 'CCC+', Outlook Negative WINDOW SYSTEMS: Files Emergency Bid to Use Cash Collateral WOOF HOLDINGS: Credit Suisse AMIFI Marks $1MM Loan at 19% Off WORLD SECURITY: Seeks Extension to File Plan Until Dec. 15 YELLOW CORP: Committee Seeks to Hire Huron as Financial Advisor YELLOW CORP: Committee Taps Miller Buckfire as Investment Banker YELLOW CORP: Estes Express Revised Bid for Shipment Centers YELLOW CORP: Paid Millions to Managers Prior to Bankruptcy YELLOW CORP: Panel Taps Akin Gump Strauss Hauer & Feld as Counsel YELLOW CORP: Panel Tpas Benesch Friedlander as Delaware Counsel [^] BOOK REVIEW: Mentor X ********* 15 HUMBOLDT LLC: Seeks to Hire Isaac Nutovic as Bankruptcy Counsel ------------------------------------------------------------------ 15 Humboldt LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Isaac Nutovic. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued operation of its business affairs and management of its property; (b) represent the Debtor before the court at all hearings; (c) advise and assist the Debtor in the preparation and negotiation of a Chapter 11 plan of reorganization with creditors; (d) prepare all necessary legal documents; and (e) perform all other legal services for the Debtor. The hourly rates of the firm's attorneys and staff are as follows: Isaac Nutovic, Esq. $625 Colleen Dalton, Esq. $425 Associates $275- $400 Paralegals $125 - $200 Isaac Nutovic, Esq., a principal at the Law Offices of Isaac Nutovic, 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: Isaac Nutovic, Esq. Law Offices of Isaac Nutovic 261 Madison Avenue, 26th Floor New York, NY 10016 Telephone: (917) 922-7963 About 15 Humboldt LLC 15 Humboldt, LLC filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42940) on Aug. 17, 2023. In the petition signed by David Kenner, manager, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Law Offices of Isaac Nutovic serves as the Debtor's counsel. 4112 REALTY: Taps Law Office of Rachel S. Blumenfeld as Counsel --------------------------------------------------------------- 4112 Realty, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Office of Rachel S. Blumenfeld, PLLC. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued operation of its property and affairs; (b) negotiate with the Debtor's creditors and work out of a plan of reorganization and take necessary legal steps to effectuate such a plan; (c) prepare legal papers; (d) appear before the bankruptcy court to protect the Debtor's interest and represent in all matters pending before the court; (e) represent the Debtor in connection with obtaining post-petition financing; (f) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (e) perform all other legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Rachel Blumenfeld, Esq., $525 Of Counsel $450 Paraprofessional $150 The firm received a retainer in the amount of $31,738 from the Debtor. Ms. Blumenfeld disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rachel S. Blumenfeld, Esq. Law Office of Rachel S. Blumenfeld PLLC 26 Court Street, Suite 2220 Brooklyn, NY 11242 Telephone: (718) 858-9600 Email: rachel@blumenfeldbankruptcy.com About 4112 Realty LLC 4112 Realty, LLC filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42768) on Aug. 3, 2023, with as much as $50,000 in total assets and $1 million to $10 million in total liabilities. Ira Joseph Epstein, owner, signed the petition. Judge Jil Mazer-Marino oversees the case. The Law Office of Rachel S. Blumenfeld PLLC serves as the Debtor's counsel. 511 SEAWARD: Plan Disclosures Hearing Continued to Oct. 25 ---------------------------------------------------------- Judge Scott C. Clarkson has entered an order approving the request to continue Status Conference on Chapter 11 and hearing on approval of Disclosure Statement filed by 511 Seaward LLC. The Status Conference and the Disclosure Statement Hearing are continued to October 25, 2023 at 1:30 p.m. An updated status report must be filed 14-days prior to the continued Status Conference. About 511 Seaward 511 Seaward, LLC, which is engaged in activities related to real estate, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-10994) on May 12, 2023. The company is based in Newport Beach, Calif. with as much as $1 million to $10 million in both assets and liabilities. Robert Montgomery as managing member, signed the petition. Golden Goodrich, LLP, serves as the Debtor's legal counsel. 7614 LLC: Taps Jones Lang LaSalle Americas as Real Estate Broker ---------------------------------------------------------------- 7614 LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Jones Lang LaSalle Americas, Inc. as real estate broker. The Debtor requires a broker to assist in the sale of its property located at 7614 4th Avenue, Brooklyn, N.Y. The broker will receive commission as follows: (i) 4 percent of the gross sales price up to and including $5 million, plus (ii) 2 percent of the gross sales price in excess of $5 million. In addition, the firm will receive expense reimbursement of up to $15,000. Guthrie Garvin, a managing director at Jones Lang LaSalle Americas, 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: Guthrie Garvin Jones Lang LaSalle Americas, Inc. 200 East Randolph Drive Chicago, IL 60601 Telephone: (312) 782-5800 About 7614 LLC 7614, LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B). The Debtor filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 22-42336) on Sept. 23, 2022, with $1 million to $10 million in both assets and liabilities. Tim Ziss, manager and member, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP. 8607 WURZBACH: Gets OK to Tap H. Anthony Hervol as Legal Counsel ---------------------------------------------------------------- 8607 Wurzbach Management, LP received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Office of H. Anthony Hervol. The Debtor requires legal counsel to: (a) represent the Debtor in this Chapter 11 case and advise the Debtor as to its rights, powers, and duties; (b) negotiate and prepare one or more plans of reorganization for the Debtor; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; (d) take necessary action to collect property of the estate and file suits to recover the same, pursue or defend other adversary proceedings as needed, or work with special counsel appointed by the court to pursue or defend any adversary proceedings; (e) prepare legal papers; (f) object to disputed claims; (g) prepare and present of final accounting and motion for final decree closing the bankruptcy case; and (h) perform all other legal services for the Debtor. The firm will be paid at its hourly rate of $325. Prior to the filing of this case, the Debtor paid counsel $4,262 towards the fee retainer plus $1,738 for the filing fee. H. Anthony Hervol, Esq., an attorney at the firm, 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: H. Anthony Hervol, Esq. Law Office of H. Anthony Hervol 22211 IH-10 West, Suite 1206-168 San Antonio, TX 78257 Telephone: (210) 5222-9500 Facsimile: (210) 5222-0205 Email: hervol@sbcglobal.net About 8607 Wurzbach Management 8607 Wurzbach Management, L.P. is a Texas limited partnership with its principal place of business and all of its assets located in San Antonio, Texas. It owns and operates three commercial buildings which are part of a small complex near the intersection of Wurzbach and Fredericksburg Roads in the medical center area, with a physical address of 8607 and 8647 Wurzbach Road, San Antonio, Texas. The current occupancy rate for the complex is approximately 90%. 8607 Wurzbach Management filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-51208) on Sept. 4, 2023, with $1 million to $10 million in assets and $500,001 to $1 million in liabilities. Savitri Frizzell of 8607 Wurzbach Corporation, general partner of 8607 Wurzbach Management, signed the petition. Judge Michael M. Parker oversees the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, represents the Debtor as bankruptcy counsel. ACUSHNET HOLDINGS: Moody's Gives First Time Ba2 Corp Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating to Acushnet Holdings Corp. Moody's also assigned a Ba3 rating to company's proposed senior unsecured notes due 2028. Concurrently, Moody's assigned the Speculative Grade Liquidity ("SGL") Rating of SGL-2. The outlook is stable. Acushnet is issuing $350 million of new senior unsecured notes. Proceeds from the transaction will be used to partially repay outstanding borrowings on the company's $950 million secured revolving credit facility. Assuming the transaction closes, the deal will increase availability on the revolver that Moody's views as a credit positive because it provides more flexibility to navigate highly seasonal earnings and cash flow as well as cyclical declines in the discretionary golf equipment and apparel industry. The revolver balance increased meaningfully over the last year to fund working capital needs including an increase in inventories that Moody's expects to partially unwind. The rating on the new senior unsecured notes is one notch below the Ba2 CFR reflecting the effective subordination to the secured revolver that reduces recovery expectations in the event of a default scenario. RATINGS RATIONALE Acushnet's Ba2 CFR reflects its strong market position as a leading manufacturer of golf equipment and apparel, excellent brand awareness and customer reach, solid credit metrics, and good liquidity with typically strong free cash flow generation. Golf's growing customer base, engagement, and popularity supports EBITDA margin expansion particularly in golf consumables where Acushnet holds commanding market share leadership in golf balls, footwear, and gloves. The company is also a market leader in various golf club categories holding a top three position depending on club type and region. Around 40% of sales are derived from golf consumables such as golf balls that helps dampen overall volatility from more cyclical golf club sales that are larger ticket items and more susceptible to consumers economizing spending as household income and credit conditions decline. Additionally, the company's global footprint helps insulate against regional economic weakness. The company's investments to expand golf ball capacity should drive increased ball sales to take advantage of demand and this should help to partially mitigate any drops in more discretionary golf club sales. Credit risks include the company's concentration in the highly seasonal and discretionary golf end-markets and capital intensity required to invest in the design, manufacturing, and marketing of golf equipment to remain competitive. Governance factors are a key credit consideration and Moody's views the financial policy as moderately aggressive with some balance between meaningful shareholder distributions including a sizable dividend and debt funded share repurchases, and the company's modest leverage target. Moody's anticipates that debt-to-EBITDA of 2.1x for the 12 months ended June 30, 2023 is likely to increase moderately over the next two years due to debt funded share repurchases but remain below 3.0x (Moody's adjusted). Net debt-to-EBITDA leverage was 1.6x (1.7x average net debt-to-EBITDA) based on the company's calculation for the 12 months ended June 30, 2023 and is below the company's stated leverage target of less than 2.25x average net debt-to-EBITDA on an annual basis. As a result, Moody's expects the company to use the cushion to reinvest in the business, pursue bolt-on acquisitions, and opportunistically repurchase shares. Fila's majority ownership (53.4% of the outstanding common stock as of December 31, 2022) also creates some governance risk related to concentrated control and decision making. However, Moody's believes these risks are partially mitigated by a public company board and the presence of independent directors. Acushnet and the golf industry as a whole is benefiting from increasing popularity of on-premise golf and a growing player base particularly in previously underrepresented demographics such as women's and junior golf. Off-premise popularity may also be driving engagement and conversion to traditional formats. Golf rounds played are holding firm, trending near peak levels seen in 2021, and are materially higher than pre-pandemic, supporting recurring consumer purchases of golf consumables. Golf was in moderate decline prior to the pandemic in part due to the time commitment and high cost of playing. Greater time at home in part due to hybrid work arrangements, as well as off-course playing alternatives are contributing to renewed interest in golf though the sustainability of such participation is somewhat uncertain. Moody's expects golf club sales will weaken after a recent heavy volume of well received new generation technology launched by most golf OEMs and absorbed by the market as well as due to pressure on consumer income from inflation and tight credit conditions. Acushnet's focus towards dedicated golfers whose demographic profile includes higher than median income consumers partially mitigates the severity of volume declines related to economic pressures relative to other consumer durable end-markets. Liquidity is good as indicated by the SGL-2 speculative liquidity rating. Moody's expects free cash flow after dividends of $210 million for the full year 2023 supported by favorable working capital before moderating to at least $110 million in 2024 as working capital tailwinds abate (Moody's estimates). As of June 30, 2023, Acushnet had $63 million of cash on the balance sheet. Pro forma availability on the $950 million revolving credit facility after repayment using proceeds from the proposed unsecured debt issuance is expected around $650 million, before estimated transaction fees and expenses, following the close of the transaction and Moody's sees ample cushion on its leverage and interest coverage maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that solid golf participation will drive steady EBITDA margin improvement led by healthy demand for golf consumables that will mitigate softening in golf club sales. The outlook also reflects Moody's expectation that debt-to-EBITDA will remain below 3.0x even as the company deploys revolver borrowings to fund capital expansion, acquisitions, and shareholder distributions. The ratings could be downgraded if operating performance materially deteriorates including from a reduction in demand, increased competition, higher costs, supply chain disruptions, or weak execution. Debt-to-EBITDA above 3.0x, free cash flow-to-debt below 7%, or a deterioration in liquidity could also lead to a downgrade. The ratings could be upgraded if the company increases its scale and product diversity, continues to grow profitability with a stable to improving EBITDA margin, and maintains solid and effective reinvestment in product development and marketing. An upgrade would also require the company to maintain good liquidity and manage to a financial policy that is commensurate with sustaining free cash flow-to-debt (after dividends) above 10% and debt-to-EBITDA sustained below 2.0x. ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS Acushnet's CIS-3 indicates that ESG considerations have a limited impact on the current credit rating with potential for greater negative impact over time. The CIS score is primarily drive by governance factors related to the company's moderately aggressive financial policies though somewhat balanced by the moderate less than 2.25x average net debt-to-EBITDA on an annual basis leverage target. Fila's 53.4% ownership also contributes to some governance risk due to concentrated control that creates event risk and potential for decisions that favor shareholders over creditors. Environmental and social risks are lesser considerations in the rating. As with many consumer durables companies, Acushnet is exposed to physical climate and carbon transition risks because of energy requirements in the manufacturing process and associated costs of addressing pressures from climate change and mitigating carbon waste. Natural capital risks relate to the use of natural resources and chemicals in its products. Waste and pollution risks relate to byproducts from the manufacturing process and the need to recycle end-of-life for golf equipment. Social risks reflect risks stem from customer relations because the company must continually invest in product development and marketing to maintain its competitive position and healthy brand awareness. Health and safety, human capital and responsible production relate to risks in managing in-house and third-party manufacturing and broader supply chain. The principal methodology used in these ratings was Consumer Durables published in September 2021. Acushnet Holdings Corp., headquartered in Fairhaven, MA, designs, manufactures, markets and sells performance-driven golf products, including golf balls, golf clubs, golf gear, as well as golf apparel and accessories. The company's portfolio includes Titleist Golf Balls, Titleist Golf Clubs, Titleist Golf Gear, and FootJoy Golf Wear. The company is publicly-traded and founded by Phil Young in 1910. Acushnet is publicly traded (NYSE: GOLF) but 53.4% controlled by Fila Holdings Corp. The company generated roughly $2.4 billion revenue for the last 12 month period ended June 30, 2023. ALBANY DIOCESE: $3.75-Bil. Fidelis Sale to be Investigated ---------------------------------------------------------- Alex Wolf of Bloomberg Law reports that a bankruptcy judge said creditors of the Roman Catholic Diocese of Albany should be entitled to access some records related to the $3.75 billion sale of non-profit health insurer Fidelis Care. Pensioners of a shuttered hospital in upstate New York advanced efforts to investigate the 2018 sale of Fidelis by the state's eight Catholic Dioceses to Centene Corp. and the subsequent creation of the Mother Cabrini Health Foundation using the sale proceeds. About The Roman Catholic Diocese of Albany The Roman Catholic Diocese of Albany is a religious organization in Albany, N.Y. It covers 13 counties in Eastern New York, including a portion of the 14th county. Its Mother Church is the Cathedral of the Immaculate Conception in the city of Albany. New York's Child Victims Act, which took effect in August 2019, temporarily sets aside the usual statute of limitations for lawsuits to give victims of childhood sexual abuse a year to pursue even decades-old claims. Hundreds of new lawsuits have been filed against churches and other institutions since the law took effect on Aug. 14, 2019. Facing the financial weight of new sexual misconduct lawsuits, at least four of the eight Roman Catholic dioceses in the state, has already sought Chapter 11 protection. The dioceses that have declared bankruptcy include the Diocese of Rochester and the Diocese of Rockville Centre on Long Island. The Catholic Diocese of Albany sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on March 15, 2023. In the petition filed by Fr. Robert P. Longobucco, the Debtor estimated assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Robert E. Littlefield, Jr. oversees the case. The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel; Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott & Associates, PC as financial advisor; and Bonadio & Co., LLP as accountant. Donlin, Recano & Company, Inc. is the claims and noticing agent. On April 17, 2023, the U.S. Trustee for Region 2 appointed two separate committees to represent unsecured creditors and tort claimants in the Debtor's Chapter 11 case. The unsecured creditors' committee tapped Lemery Greisler, LLC as legal counsel; Dundon Advisors, LLC as financial advisor; and OneDigital Investment Advisors, LLC as special investment consultant. Stinson, LLP and OneDigital Investment Advisors serve as the tort committee's legal counsel and special investment consultant, respectively. ALROD LOGISTICS: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Alrod Logistics, Inc. to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to continue operating the business and pay salaries. As of the Petition Date, the Debtor was indebted to U.S. Small Business Administration in the approximate amount of $88,000 and Amerifactors Financial Group, LLC pursuant to a factoring agreement. The Debtor's obligation is evidenced by a Promissory Note, Security Agreement, Financing Statement, and Chattel Mortgage executed on or about July 29, 2020 to the SBA and April 11, 2022 to Amerifactors, pursuant to which the Lender provided funds to the Debtor. The Court said that the Debtor will pay only expenses necessary for the operation of the business and not any pre-petition expenses, officer salaries, professional fees, or insiders without further order of the Court. As additional adequate protection of the Lender's interest and the estate's interest in cash collateral, the Lender is granted a replacement lien to the same nature, priority, and extent that the Lender may have had immediately prior to the date that the case was commenced nunc pro tunc to the Petition Date. Further, the Lender is granted a replacement lien and security interest on property of the bankruptcy estate to the same extent and priority as that which existed pre-petition on all of the cash accounts, accounts receivable and other assets and property acquired by the Debtor's estate or by the Debtor on or after the Petition. The Debtor is Ordered to pay Adequate Protection payments as follows: a. $401 per month to SBA commencing September 1, 2023 and on the 1st of the month thereafter or further Order of the Court; b. Normal Factoring payment per Account Receivable value per month to AMERIFACTORS FINANCIAL GROUP, LLC; c. All other UCC-1 receivable Lenders including E Advance, Fox Capital, Kapitus Funding, Libertas Funding and Liquidbee will receive no adequate protection at this time. This order is without prejudice to a later finding that such Lenders may be secured by receivables, personal property, inventory and/or equipment. As additional adequate protection of the Lender's interest in the cash collateral, the Debtor will (a) maintain all necessary insurance coverage on the Lender's collateral and under no circumstances will the Debtor allow its insurance coverage to lapse, (b) continue to pay monthly insurance payment in a timely manner, and (c) within two days of the request of the Lender, the Debtor will provide to the Lender's counsel a written statement supported by evidence of the Debtor's compliance with the foregoing. The Debtor's authority to use the cash collateral will terminate immediately and upon the earlier of (a) order of the Court; (b) the conversion of the case to a Chapter 7 case; (c) the entry of an Order that alters the validity or priority of the replacement liens granted therein to the Bank; (d) the Debtor ceasing to operate all or substantially all of its business; (e) the entry of an order granting relief from the automatic stay that allows any entity to proceed against any material assets of the Debtor that constitute cash collateral; (f) the entry of an Order authorizing a security interest under 11 U.S.C. Sections 364(c) or 364(d) of the Bankruptcy Code in the collateral to secure any credit obtained or debt incurred that would be senior to or equal to the replacement lien; or (g) the dismissal of the Chapter 11 case. A continued hearing on the matter is set for November 7, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=Uzabeg from PacerMonitor.com. About Alrod Logistics, Inc. Alrod Logistics, Inc. offers pipe lining services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01820) on August 3, 2023. In the petition signed by Alejandro Echeverria, president, the Debtor disclosed $922,927 in assets and $3,732,863 in liabilities. Judge Jason A. Burgess oversees the case. Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP, represents the Debtor as legal counsel. AMERICAN DREAM: Losses Increase Fourfold in 1 Year -------------------------------------------------- Martin Z. Braun of Bloomberg News reports that American Dream, the megamall in New Jersey's Meadowlands, has seen its losses increase fourfold in one year, according to a draft securities filing. The 3.5-million-square-foot shopping and entertainment complex, home to an indoor ski slope, amusement park and water park, lost about $245 million in 2022 as expenses almost doubled to $428 million, according to the three-page document posted Monday to the Municipal Securities Rulemaking Board’s EMMA website. Financial expenses, which typically include debt service payments, ballooned to $189 million. American Dream is a large retail and entertainment complex in the Meadowlands Sports Complex in East Rutherford, New Jersey, United States. The first and second of four opening stages occurred on October 25, 2019, and on December 5, 2019. The remaining opening stages occurred on October 1, 2020, and thereafter. AMERIMARK INTERACTIVE: Judge to Likely Dismiss Chapter 11 Case -------------------------------------------------------------- Hilary Russ of Law360 reports that a Delaware bankruptcy judge on Monday, September 18, 2023, said he would likely agree to dismiss the Chapter 11 bankruptcy of catalog retailer AmeriMark Interactive LLC after the debtor said it was paying all its administrative claims and had no money left. About AmeriMark Interactive AmeriMark Interactive, LLC, and affiliates are a direct marketer of women's apparel, shoes, name-brand cosmetics, fragrances, jewelry, watches, accessories, and other related products. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10438) on April 11, 2023. The petition was signed by Stuart Noyes, their chief restructuring officer. As of January 2023, the Debtors, on a consolidated book-value basis, had total assets of approximately $220 million and total liabilities of approximately $400 million. Judge Thomas M. Horan oversees the case. The Debtors tapped McDonald Hopkins LLC as general bankruptcy counsel, Morris, Nichols, Arsht and Tunnell LLP as co-counsel, Riveron Management Services, LLC as CRO services provider, Consensus Advisory Services LLC and Consensus Securities LLC as financial advisor and investment banker, and Stretto as notice, claims and balloting agent. AMERITEX HOLDCO: Moody's Assigns First Time B2 Corp. Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned a first-time B2 corporate family rating and B2-PD probability of default rating to AmeriTex Holdco Intermediate, LLC, a manufacturer of concrete pipes and box culverts in Texas. Moody's also assigned a B2 rating to AmeriTex's proposed senior secured notes. The outlook is stable. Proceeds from the new senior secured notes will be used to refinance existing debt, fund a $70 million distribution to shareholders, and for general corporate purposes. "AmeriTex's first-time B2 CFR reflects Moody's expectation of conservative financial policies, including low leverage and a strong margin profile," said Nirali Patel, Moody's Analyst, "The company will benefit from ongoing infrastructure spending and economic growth in Texas." Governance considerations are material to the rating action. While Moody's expects financial leverage to improve in 2024, AmeriTex's closing leverage is relatively high at 6x debt/EBITDA. In addition, the company has a track record of large, debt-funded capital investments, which factors into financial strategy & risk management risk exposures. Concentrated ownership by its founder Kevin Thompson is a considerable key-man risk, although somewhat mitigated by a majority-independent board. Assignments: Issuer: AmeriTex Holdco Intermediate, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Regular Bond/Debenture, Assigned B2 Outlook Actions: Issuer: AmeriTex Holdco Intermediate, LLC Outlook, Assigned Stable RATINGS RATIONALE AmeriTex's B2 CFR reflects Moody's expectation that the company will maintain low leverage, with adjusted debt-to-EBITDA below 4.0x by year-end 2024. AmeriTex should benefit from ongoing investment in infrastructure in Texas at both the state and county level, supporting longer-term demand for concrete pipe & box and precast products. The rating is further supported by AmeriTex's high operating margins, which are expected to strengthen given the company's investment to vertically integrate into steel box mesh. The rating is counterbalanced by concentration to Texas and limited scale with revenues below $500 million annually. While Texas' growth trajectory is robust, site risk is a concern as installation of AmeriTex's products is dependent on dry weather conditions. Further, AmeriTex will continue to spend toward growth capital investment as it completes further development of an existing production site, which will burden free cash flow generation through year-end 2024. Moody's expects AmeriTex to maintain good liquidity over the next 12 to 18 months. The company will have a cash balance of $39 million at the close of the transaction. Cash flows are expected to be positive, but Moody's expects moderately negative to breakeven free cash flow in 2024 given sizeable capital investment spending. Liquidity is also supported by a $105 million asset-based revolving credit facility, which will be undrawn at close. The company's senior secured notes are rated at B2, in line with the B2 CFR, reflecting the preponderance of debt in the capital structure. The senior secured notes benefit from a downstream guarantee from the parent entity and upstream guarantees from all operating subsidiaries. The stable outlook reflects the longer-term fundamental demand for AmeriTex's products despite limited scale and concentration to Texas. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Governance considerations are material to AmeriTex's rating. Governance factors Moody's considers for AmeriTex include relatively high closing financial leverage and track record of large, debt-funded capital investments as well as concentrated ownership by its founder Kevin Thompson. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company maintains adjusted debt-to-EBITDA below 4.0x, achieves better geographic diversification along with operational growth, and develops a track record of positive free cash flow. Upward ratings movement also requires conservative financial policies and good track record as a rated entity. The ratings could be downgraded if adjusted debt-to-EBITDA remains above 5.5x, the company adopts aggressive growth strategy such that free cash flow is negative for a sustained period, or a deterioration in operating performance. The principal methodology used in these ratings was Manufacturing published in September 2021. AmeriTex, headquartered in Seguin, Texas, is a manufacturer of concrete pipe & box and precast products. Revenues for the last twelve months ended June 30, 2023 were about $350 million. AMERITRANS EXPRESS: Owed Millions of Unpaid Wages ------------------------------------------------- Clarissa Hawes of FreightWaves reports that Lisa Celli was excited to start her first day on January 5, 2023 as a contractor delivering mail for the U.S. Postal Service in the small unincorporated town in California where she and her husband live. Less than 24 hours after finishing her first route for Ameritrans Express, headquartered in Dumfries, Virginia, Celli received an alarming email from its owner, Frederick Amankwaa, stating the contract delivery company was taking "drastic action" and had submitted a notice that it was terminating its contracts with the Postal Service. In an email obtained by FreightWaves, Amankwaa said the action was necessary to "force the USPS to allow Ameritrans to rebid the contracts under better terms and conditions." "We are fighting to sustain the route for you," he wrote in his Jan. 6 email to contract delivery drivers. However, Amankwaa's plan backfired. Celli never received a paycheck for $6,335 for the six weeks she worked as a contractor for Ameritrans, which filed for bankruptcy on June 28. Celli said the five other local contractors who worked on her route for Ameritrans weren't paid either. "It's one thing to volunteer your time knowing you won't be paid but it's another thing when you are hired and you work 14-hour days to make sure that the people in your community get their mail and you never get paid and you find out later it's likely the company never intended to pay you — that's tough," Celli told FreightWaves. The Cellis, who live in Copperopolis, California, were forced to take out a payday loan for around $10,000 in late February 2023 to pay their living expenses after Amankwaa and his employees reportedly failed to address numerous calls and emails about when or if Celli and countless mail contractors working for Ameritrans across the country would be paid for work they performed in January and February. On February 14, 2023, a day before Celli and other Ameritrans contractors were to be paid, she received an email from Amankwaa notifying her that "payroll will have to be delayed for tomorrow's check date." "I understand this is an unfortunate circumstance for you and I wanted to notify you personally that I am working on having this resolved," Amankwaa wrote in his email to contractors. "I need to let you know that this payroll will be delayed up to a couple of days as I work to have you compensated. Many factors have led to this unfortunate situation but please know that you will be paid for the work you performed." However, that wasn't true. A day later, Celli and other mail contractors for Ameritrans received a second email from Amankwaa notifying them that their contract with the Postal Service had been terminated and that their employment would end on February 19, 2023. In an email, Amankwaa, who founded Ameritrans in 2013, encouraged his former mail contractors to "work toward a smooth transition with the USPS and the new contractor." "I recognize that you have been waiting to be paid for the work you have performed and I had hoped to be able to do that today," Amankwaa wrote in this email. "Unfortunately, the payment I was expecting from the USPS did not come to me because the federal Department of Labor seized those funds. I had every intention of meeting my commitments but now I am unable to do so and have to file for bankruptcy." While Amankwaa sent an email to former employees on March 2, 2023 that Ameritrans was forced to file for bankruptcy, he waited almost four months before filing his Chapter 11 petition seeking to reorganize his company. Ameritrans filed its petition in the U.S. Bankruptcy Court for the Eastern District of Virginia on June 28, 2023. The company, which has taken down its website since FreightWaves first reported the story in late June 2023, stated it offers mail contracting services in more than 30 states. In July, Ameritrans was advertising job openings for mail contract drivers after it filed for bankruptcy protection. The filing lists Ameritrans' assets as between $10 million and $50 million and its liabilities as between $1 million and $10 million. Ameritrans stated that it has up to 999 creditors and maintained that funds will be available for distribution to unsecured creditors once it pays administrative fees. Ameritrans' largest secured creditors include 13 factoring companies that are owed nearly $3.2 million. As of publication, Ameritrans' attorney, Jonathan B. Vivona, had not responded to FreightWaves' request seeking comment. A former contractor for Ameritrans, Dustin Paxson, 41, of Neskowin, Oregon, claims he is owed more than $15,000 in back wages, overtime and mileage reimbursement. While he has been following Ameritrans' bankruptcy proceedings, he said his hopes of recouping his money are dwindling. Paxson worked for Ameritrans Express for nearly two years, from April 2021 until February, when he claims Ameritrans stopped paying him and other delivery drivers. Besides being owed six weeks' pay, Paxson said he racked up thousands of dollars in credit card debt and fees to pay his living expenses and buy fuel for his truck to ensure customers along his routes received their mail. "I worked 14-hour shifts, six days a week and leveraged all of my credit cards to the brink, paying everything out of my own pocket, just so I could do my job during that time," Paxson told FreightWaves. "My wife, Deb, and I are still trying to climb out of that debt." Trustee urges court to dismiss Chapter 11 or order liquidation A U.S. trustee is asking the U.S. Bankruptcy Court in Virginia to dismiss Ameritrans' Chapter 11 petition or convert it to Chapter 7 liquidation. A hearing is set for Sept. 26 regarding the motion filed on Aug. 24 by Kristen S. Eustis on behalf of acting U.S. Trustee Gerard R. Vetter, who was assigned to the case. Court documents claim Ameritrans, which provided transportation and delivery services as a contractor for the U.S. Postal Service, does not have physical possession of vehicles it owns that are scattered across the country and "has failed to provide certain reasonably requested documents to the U.S. trustee, including proof of insurance on the vehicles." In court filings, Amankwaa and his attorney, Vivona, admitted that Ameritrans has not filed the reorganization paperwork as required by the bankruptcy court. The Labor Department confirmed that it has an ongoing investigation into Ameritrans but declined further comment. As of publication, neither Amankwaa nor his attorney responded to FreightWaves’ multiple requests for comment. In June 2023, a judgment of $6,335 was entered against Ameritrans after Amankwaa failed to appear in small claims court in the Calaveras Superior Court in San Andreas, California, after Celli filed suit. "We are continuing to fight but there's been no response from Ameritrans," Celli said. "We aren't giving up but it's frustrating to go to work for a company and never get paid. The signs were there when Ameritrans failed to respond to multiple emails about payment or benefits but their promises kept giving us hope that we would eventually get paid. That hope is gone." About Ameritrans Express Ameritrans Express LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11055) on June 29, 2023. In the petition filed by Frederick Amankwaa, as owner, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. Judge Brian F. Kenney oversees the case. The Debtor is represented by Jonathan B. Vivona, Esq. at VIVONA PANDURANGI, PLC. AMYRIS INC: Plan Support Deadline Extended to Oct. 2 ---------------------------------------------------- On September 27, 2023, AMYRIS, INC., Amyris Clean Beauty, Inc., and Aprinnova, LLC (collectively, the "Borrowers"), and certain other subsidiaries of the Company (the "Guarantors") entered into an amendment (the "Amendment No. 2") to the Senior Secured Super Priority Debtor In Possession Loan Agreement (the "DIP Credit Agreement"), dated as of August 9, 2023, as amended by that certain Amendment No 1, dated as of September 13, 2023, by and among the Borrowers, Guarantors, each lender from time to time party to the DIP Credit Agreement and Euagore, LLC, in its capacity as administrative agent (the "Administrative Agent"). Pursuant to Amendment No. 2, the parties agreed, among other matters, to extend the Plan Support Deadline by five calendar days from September 27, 2023 to October 2, 2023. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given to them in the Amendment No. 2. Amyris and lenders previously amended the August 9, 2023 debtor-in-possession agreement to extend the plan support deadline by two weeks to Sept. 27, 2023. In connection with the amendment, the administrative agent elected to require Amyris to start sale process for consumer brand unit. About Amyris, Inc. Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-Market(TM) technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the worldps top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective and accessible products. Amyris, Inc, et al. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. The petitions were signed by Han Kieftenbeld as interim chief executive officer & chief financial officer. In the petition, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Pachulski Stang Ziehl & Jones LLp serves as the Debtors' bankruptcy counsel. Fenwick & West, LLP is the Debtorps corporate counsel. The Debtors tapped PricewaterhouseCoopers LLP as their financial advisor, while Intrepid Investment Bankers LLC serves as the Debtorsp investment banker. Stretto, Inc. is the Debtors' claims, noticing, solicitation agent and administrative adviser. ANKORY CONSTRUCTION: Gets OK to Tap Rountree as Bankruptcy Counsel ------------------------------------------------------------------ Ankory Construction Company, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ the law firm of Rountree, Leitman, Klein & Geer, LLC. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the management of its property; (b) prepare legal papers; (c) assist in examination of the claims of creditors; (d) assist with formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services for the Debtor. The hourly rates of the firm's attorneys and staff are as follows: William A. Rountree, Attorney $595 Will B. Geer, Attorney $595 Michael Bargar, Attorney $535 Hal Leitman, Attorney $425 David S. Klein, Attorney $495 Alexandra Dishun, Attorney $425 Ceci Christy, Attorney $425 Elizabeth A. Childers, Attorney $395 Caitlyn Powers, Attorney $325 Shawn Eisenberg, Attorney $300 Elizabeth Miller, Paralegal $250 Sharon M. Wenger, Paralegal $225 Megan Winokur, Paralegal $175 Catherine Smith, Paralegal $150 The firm received a pre-bankruptcy retainer of $30,000 from the Debtor. Will Geer, Esq., a partner at Rountree Leitman Klein & Geer, 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: Will B. Geer, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wgeer@rlkglaw.com About Ankory Construction Ankory Construction Company, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-20898) on Aug. 11, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge James R. Sacca oversees the case. Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC represents the Debtor as legal counsel. AP ORANGEVALE: Seeks to Hire Porter Scott as Litigation Counsel --------------------------------------------------------------- AP Orangevale, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Porter Scott, PC as its special counsel. The Debtor needs a special counsel for representation in the prosecution or defense and resolution of its pending state court litigation. Porter Scott is owed $50,242.21 for pre-bankruptcy services which amount is partially secured by a retainer paid by the Debtor to Porter Scott in the amount of $15,000. The Debtor proposes to pay Porter Scott its normal hourly rates currently in effect. In addition, the firm will be reimbursed for expenses incurred. Martin Jensen, Esq., a partner at Porter Scott, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Martin Jensen, Esq. Porter Scott, PC 2180 Harvard Street, Suite 500 Sacramento, CA 95815 Telephone: (916) 929-1481 About AP Orangevale AP Orangevale, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is based in Jupiter, Fla. AP Orangevale filed Chapter 11 petition (Bankr. D. Del. Case No. 23-10687) on May 29, 2023, with $1 million to $10 million in both assets and liabilities. Richard Sabella, manager, signed the petition. Judge Craig T. Goldblatt oversees the case. The Debtor tapped Cross & Simon, LLC as bankruptcy counsel and Porter Scott, PC and Donahue Fitzgerald, LLP as special counsel. AP ORANGEVALE: Seeks to Tap Donahue Fitzgerald as Special Counsel ----------------------------------------------------------------- AP Orangevale, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Donahue Fitzgerald, LLP as its special counsel. Donahue Fitzgerald will represent the Debtor in a declaratory judgment action against Cable Park Property Owner, LLC and a civil action that seeks to obtain possession of a certain unimproved real property in Sacramento County, Calif. Both cases were filed in the Superior Court of the State of California. The hourly rates of the firm's counsel and staff are as follows: Partners $505 - $730 Associates $325 - $470 Sr. Counsel $420 - $535 Of Counsel Attorneys $540 - $710 Paralegals $185 - $335 Case Clerks and Law Clerks $100 - $215 In addition, the firm will be reimbursed for expenses incurred. Jessica Takano, Esq., a partner at Donahue Fitzgerald, disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jessica Takano, Esq. Donahue Fitzgerald, LLP 1999 Harrison Street, 26th Floor Oakland, CA 94612 Telephone: (925) 953-6364 Email: jtakano@donahue.com About AP Orangevale AP Orangevale, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is based in Jupiter, Fla. AP Orangevale filed Chapter 11 petition (Bankr. D. Del. Case No. 23-10687) on May 29, 2023, with $1 million to $10 million in both assets and liabilities. Richard Sabella, manager, signed the petition. Judge Craig T. Goldblatt oversees the case. The Debtor tapped Cross & Simon, LLC as bankruptcy counsel and Porter Scott, PC and Donahue Fitzgerald, LLP as special counsel. AR&K HOME: Taps Berger Fischoff Shumer Wexler & Goodman as Counsel ------------------------------------------------------------------ AR&K Home, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Berger, Fischoff, Shumer, Wexler & Goodman, LLP to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Gary C. Fischoff, Partner $635 Heath S. Berger, Partner $550 Dawn Traina, Paralegal $185 Angelique Filardi, Paralegal $185 Other Partners $550 - $635 Associates $400 - $475 Paraprofessionals $185 In addition, the firm will seek reimbursement for expenses incurred. Heath Berger, Esq., a member of Berger, Fischoff, Shumer, Wexler & Goodman, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Heath S. Berger, Esq. Berger, Fischoff, Shumer, Wexler & Goodman, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Telephone: (800) 806-1136 Facsimile: (516) 747-0382 Email: hberger@bfslawfirm.com About AR&K Home AR&K Home, LLC filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42522) on July 19, 2023, with up to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Berger, Fischoff, Shumer, Wexler & Goodman, LLP serves as the Debtor's counsel. ARAMSCO INC: Moody's Assigns First Time B3 Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Aramsco, Inc. including a B3 corporate family rating and a B3-PD probability of default rating. In addition, Moody's assigned B3 ratings to Aramsco's proposed senior secured 1st lien term loan and senior secured 1st lien delayed draw term loan. The outlook is stable. Moody's ratings and outlook are subject to receipt and review of final documentation. The proceeds will be used to complete the acquisition of Aramsco by American Securities LLC. Aramsco's capital structure will consist of an $80 million asset based revolving credit facility expiring in 2028 and a $430 million senior secured term loan maturing 2030. The B3 CFR assignment reflects governance considerations including the company's private equity ownership and high pro forma leverage. Post-acquisition and accounting for EBITDA from acquired companies, Moody's debt/EBITDA is close to 6x for the LTM period ending June 30, 2023. Private equity owners tend to have aggressive financial strategies favoring high leverage with a higher potential for dividend recapitalizations and the pursuit of debt financed acquisitions. RATINGS RATIONALE Aramsco's rating is constrained by its high leverage and small scale. The rating is also constrained by Aramsco's private equity ownership and its acquisitive growth strategy which comes with execution and integration risk. Aramsco's industry is very fragmented which also increases the likelihood of future consolidation. However, the rating is supported by its successful track record of integrating its past acquisitions. According to the company, it has a leading position as a distributor to specialty contractors and facility maintenance professionals which supports the rating. While some of its products are susceptible to cyclicality, the essential and consumable nature of its products is a partial mitigant. The rating is also supported by the company's extensive product offering with over 45,000 SKUs, end market diversity and geographic diversity. Moody's expects Aramsco to have adequate liquidity with moderately positive free cash flow over the next two years and an undrawn $80 million asset based revolving credit facility. However, the company will likely be free cash flow negative in certain quarters due to working capital investment and acquisition related costs as it continues to grow. The company has also leaned on its revolver in the past to fund acquisitions. The credit facility contains a minimum fixed charge coverage ratio of 1x that is tested when the revolver availability is less than the greater of 10% of the line cap or $6 million. The company is expected to remain in compliance with the covenant. The stable outlook reflects Moody's expectation of adequate liquidity and that the company will continue to successfully integrate its acquisitions as it executes its growth strategy. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of $78 million and 100% of consolidated EBITDA, plus unused capacity reallocated from the general debt basket, plus unlimited amounts subject to 5.5x net First Lien Leverage Ratio and the most recent net First Lien Leverage Ratio (if pari passu secured). Amounts up to $78 million or incurred in connection with an acquisition or investment may be incurred with an earlier maturity than the initial term loans. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prohibit (i) the designation of a restricted subsidiary as an unrestricted if it owns material intellectual property; and (ii) the sale, transfer, disposition or grant of an exclusive license of any material IP to a non-loan party, except if such transfers (i) do not materially interfere with company's business, when taken as whole; and (ii) are made on an arms-length basis, subject to TBD exceptions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, subject to protective provisions which only permit releases in transactions with non-affiliates and for bona fide business purposes (as determined by the company in good faith). Amounts up to 200% of the restricted payments capacities (including the builder basket) may be reallocated to incur debt secured by liens. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. ESG CONSIDERATIONS Aramsco's credit impact score of CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. Aramsco has exposure to governance risks driven primarily by its concentrated private equity ownership and aggressive financial policies which include high leverage and an acquisitive growth strategy. These governance considerations are reflected in the company's issuer profile score of G-4. Aramsco's environmental and social risks are in line with the wider distributor sector, as reflected by the assigned issuer profile scores of E-4 and S-3, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company continues to display a successful track record of integrating its acquisitions. Specifically, a higher rating would require debt/EBITDA sustained below 5.5x, EBITA/Interest above 2x and good liquidity including consistent positive free cash flow. The ratings could be downgraded if there is a deterioration of the company's overall operating performance or liquidity profile including consistently negative free cash flow. Quantitatively, the ratings could be downgraded if debt/EBITDA is maintained above 6.5x or EBITA/interest expense trends towards 1x. Headquartered in Paulsboro, NJ, Aramsco is a distributor of restoration, abatement, facility maintenance, traffic safety, professional cleaning, surface preparation, and stone care products selling to specialty contractors and facility maintenance professionals throughout the U.S. and Canada. Revenue for the LTM period ending June 30, 2023 was over $600 million. Following the close of the transaction, the company will be owned by American Securities LLC. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. ASTRA ACQUISITION: Credit Suisse Marks $595,000 Loan at 30% Off --------------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $595,000 loan extended to Astra Acquisition Corp to market at $419,413 or 70% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Astra Acquisition Corp. The loan accrues interest at a rate of 10.443% (1 mo. USD LIBOR + 5.250%) per annum. The loan matures on October 25, 2028 Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Astra Acquisition Corp. is a provider of cloud-based software solutions for higher educational institutions. AVERY ASPHALT: Plan Has At Least $100K for Unsec. Creditors ----------------------------------------------------------- Avery Asphalt, Inc. et al., submitted a Corrected Disclosure Statement for its First Amended Joint Plan of Liquidation dated September 5, 2023. During the pendency of this case substantially all assets of the Debtors, including the business of A very Asphalt, were sold pursuant to Bankruptcy Court order. Where there was no dispute regarding the first position Secured status of the Claim of Sunflower Bank, N.A. ("Sunflower"), certain sale proceeds were distributed to Sunflower with Bankruptcy Court approval. The only assets of the Debtors' bankruptcy estates that remain to be liquidated are certain Causes of Action. The Agreed Order Granting Application for an Order Authorizing Employment of R2 Advisors LLC as Chief Restructuring Officer for the Debtors' Estates entered on May 9, 2022. The company of r2 advisors lie remains employed as Chief Restructuring Officer ("CRO") of the Debtors. The Plan provides for the creation of two main pools of money: the "Liquidation Proceeds" and the "Unsecured Creditor Fund." The Liquidation Proceeds consist of all moneys, except for those amounts in the Unsecured Creditor Fund. The Unsecured Creditor Fund consists of $100,000 set-aside for the payment of General Unsecured Claims pursuant to Bankruptcy Court order, any litigation proceeds that the Debtors become entitled to, plus any additional funds allocated to the Unsecured Creditor Fund by settlement and/or Bankruptcy Court order from those moneys defined as the Disputed Funds in the Plan. The Disputed Funds consist of moneys held in trust by the Debtors pursuant to previous Bankruptcy Court orders, including, but not limited to $6,000.00 from the sale of a 2013 Ford Explorer, $7,745.00 from the sale of a 1990 Chevrolet pickup truck, $120,000.00 from the Van Buren Project Funds (as defined in the Plan), $123,543.81 from the sale of titled vehicles in 2021, $260,000.00 from the sale of titled vehicles in 2022, and any proceeds of sale from vehicles and equipment which are the subject of any pending adversary proceedings. Under the Plan: * any Allowed Administrative Claims are to be paid first out of any amount in the Unsecured Creditor Fund in excess of $100,000.00 and then from the Liquidation Proceeds; * any Allowed Secured tax Claims are to be paid out of the Liquidation Proceeds; * any Allowed Priority Claims are to be paid pro-rata out of the Unsecured Creditor Fund after payment of any Allowed Administrative Claims. * the Colorado Department of Labor and Employment's Allowed Secured Claim against A very Asphalt is to be paid out of the Liquidation Proceeds; * Sunflower's Claims are to be settled for $450,000 (the "Sunflower Settlement Amount") which is to be paid first out of any Liquidation Proceeds remaining after payment to any Allowed Administrative Claims and senior Allowed Secured Claims and then from any remaining portion of the Unsecured Creditor Fund in excess of $100,000; * the Allowed Secured Claim of Greenline CDF Subfund XXIII, LLC ("Greenline") is to be paid out of any Liquidation Proceeds remaining after payments to any Allowed Administrative Claims, the Sunflower Settlement Amount, and senior Secured Claims (with the remaining amount of Greenline's Claim treated as an Unsecured Claim under Class 7 of the Plan); * the Allowed Claim of Nationwide Mutual Insurance Company will be paid first out of any Disputed Funds the Bankruptcy Court may award to Nationwide with the remaining amount of Nationwide's Allowed Claim treated as an Unsecured Claim; * the remaining amount of the Unsecured Creditor Fund is to be distributed on a prorata basis to any parties holding Allowed Unsecured Claims against any of the Debtors. Class 4 Unsecured Claim of Nationwide Mutual Insurance Company is impaired. Nationwide will be paid $85,000 out of the Disputed Funds pursuant to settlement and/or as ordered by the Bankruptcy Court in full and final satisfaction of its Allowed Secured Claim, if any. The remaining amount of Nationwide's Allowed Claim, if any, shall be treated as an Unsecured Claim under Class 7 of this Plan, in full and final satisfaction of its Claim. The Debtors reserve all rights to dispute the validity and amount of any portion of Nationwide's Claim. Class 7 Unsecured Claims are impaired. Class 7 is comprised of creditors holding Allowed Unsecured Claims against the Debtors including any allowed penalty Claims held by any taxing authority which are not related to actual pecuniary loss. Allowed Class 7 Claims will receive their pro rata share of the remaining amount of the Unsecured Creditor Fund after payment of any Allowed Administrative Claims in full and final satisfaction of their Claims. The Debtor may file motions to disallow any Unsecured Claims listed as "Disputed" or Contested and for which a proof of claim has been filed and shall treat such Claims in accordance with the Bankruptcy Court's ruling on such motions and subject to the provisions of this Plan. Implementation and execution of the Plan is straightforward. The Plan provides for the Liquidation Proceeds and the Unsecured Creditor Fund to be distributed to creditors. The Liquidating Trustee will also pursue any Causes of Action and distribute any Litigation Proceeds to creditors as well. Pursuant to 11 U.S.C. section I 123(a)(5)(C) this Plan provides means for the Plan's implementation through merger or consolidation of the Debtors which will result in pooling of the assets of, and claims against, Debtors; satisfying liabilities from the resultant common fund; eliminating inter-company claims; and combining the creditors the Debtors for purposes of voting on this Plan. Attorneys for the Debtors: David J. Warner, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 W. Main St., Ste. 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 A copy of the Corrected Disclosure Statement dated September 15, 2023, is available at https://tinyurl.ph/ycOrL from PacerMonitor.com. About Avery Asphalt Avery Asphalt, Inc. is the main operating company and installs, maintains, and improves roadways, parking lots, and other outdoor surfaces. Its affiliates, Avery Equipment, LLC and Avery Holdings, LLC, own the equipment and real estate used in its business, respectively. Another affiliate, LBLA Ventures, Inc. is the holding company for a non-operating Arizona asphalt company while 1401 S. 22nd Ave., LLC owns the real estate that was formerly used by Regional Pavement Maintenance of Arizona, Inc. in its business. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 21-10799) on Feb. 19, 2021, with up to $50,000 in assets and up to $10 million in liabilities. The bankruptcy was filed after a receiver was appointed for all the Debtors. The receivership hampered Avery Asphalt's ability to operate profitably. Judge Michael E. Romero oversees the cases. David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. and the Law Offices of Lars Fuller, PC serve as the Debtor's bankruptcy counsel and special counsel, respectively. BALADE YOUR WAY: Seeks to Tap Davidoff Hutcher & Citron as Counsel ------------------------------------------------------------------ Balade Your Way, Inc. and Great Caterers, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Davidoff Hutcher & Citron, LLP. The Debtors require legal counsel to: (a) give advice with respect to the powers and duties of the Debtors in the continued management of their property and affairs; (b) negotiate with creditors of the Debtors and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; (c) prepare legal papers; (d) appear before the bankruptcy court and represent the Debtors in all matters pending before the court; (e) attend meetings and negotiate with representatives of creditors and other parties involved in the Debtors' Chapter 11 cases; (f) advise the Debtors in connection with any potential refinancing of secured debt and any potential sale of the business; (g) represent the Debtor in connection with obtaining post-petition financing; (h) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (i) perform all other legal services for the Debtors. The hourly rates of the firm's counsel and staff are as follows: Attorneys $450 - $775 Paraprofessionals $195 - $260 In addition, the firm will seek reimbursement for expenses incurred. Jonathan Pasternak, Esq., an attorney at Davidoff Hutcher & Citron, 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: Robert L. Rattet, Esq. Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron, LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Telephone: (914) 381-7400 Email: rlr@dhclegal.com jsp@dhclegal.com About Balade Your Way Balade Your Way, Inc. is a full-service restaurant in New York, which specializes in Middle Eastern cuisine. Balade Your Way, Inc. and its affiliate, Great Caterers, LLC, filed their petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 23-11384 and 23-11383) on Aug. 30, 2023. At the time of the filing, Balade Your Way reported $100,000 to $500,000 in assets and $1 million to $10 million in liabilities while Great Caterers reported $100,001 to $500,000 in assets and $1 million to $10 million in Liabilities. Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP represents the Debtors as legal counsel. BED BATH & BEYOND: Liquidation Plan to Become Effective Sept. 30 ---------------------------------------------------------------- Bed Bath and Beyond Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the Company has obtained an order confirming the Second Amended Joint Chapter 11 Plan of Bed Bath & Beyond Inc. and Its Debtor Affiliates on September 14, 2023. The Company anticipates that the Plan will become effective on or about September 30. The Plan, as confirmed by the Court, contemplates, among other things, an orderly wind-down and liquidation of the Company Parties' businesses and the vesting of the assets of the Company Parties' bankruptcy estates with the Wind-Down Debtors. In the Company's most recent monthly operating reports filed with the Bankruptcy Court on August 21, 2023, the Company reported aggregated total assets of approximately $42,400,000 and total liabilities of approximately $1,503,600,000 as of July 31. The Company has no preferred shares issued or outstanding and has $782,005,210 shares of common stock issued and outstanding as of July 20. On the effective date of the Plan, all of these shares will be canceled, released, and extinguished and will be of no further force or effect pursuant to the Plan. A copy of the confirmed Plan can be viewed for free at: https://tinyurl.com/2fusd57b About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing Chapter 11 cases, implementing full-scale wind-downs of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond, and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind-down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BENEFYTT TECHNOLOGIES: Rebrands as Blue Lantern After Chapter 11 ---------------------------------------------------------------- Christina Georgacopoulos of Tampa Bay Business Journal reports that Benefytt Technologies Inc. is rebranding as Blue Lantern Health after completing a reorganization through Chapter 11 bankruptcy with the support of its private equity backer, Madison Dearborn Partners. Madison Dearborn, the firm that took the health insurance company private in a $625 million deal in 2020, agreed to provide $35 million in post-petition financing after Benefytt filed for bankruptcy in May 2023. The firm and the company's existing managing team will remain in place following the restructuring, according to a statement. "This is the last step in our process to strategically build the business model, technology, financial foundation and team to succeed for years to come," Blue Lantern Health CEO Todd Baxter said in a statement. Blue Lantern, the second rebranding since inception, is starting anew after several legal and financial challenges in recent years. The company changed names from Health Insurance Innovations to Benefytt after the U.S. Securities and Exchange Commission charged the company’s former CEO with securities violations and ordered Benefytt to pay an $11 million civil penalty. Financial troubles continued in August 2022 when the Middle District of Florida court ordered Benefytt to pay a $100 million penalty to the Federal Trade Commission and refund thousands of customers the company had targeted with deceptive marketing. Benefytt had an "urgent need for significant and immediate liquidity" when it filed for Chapter 11, according to a Jefferies investment banker Benefytt retained to evaluate strategic and capital structure alternatives before the filing. Benefytt reported between $500 million and $1 billion in liabilities at the time it filed and owed its top 30 unsecured creditors approximately $18.4 million, court documents show. About Benefytt Technologies Inc. Benefytt Technologies, Inc., is a technology-driven distributor of insurance products covering Medicare-related insurance plans as well as other types of health insurance and supplemental products. It operates in 44 states including Texas, New York, California, and Florida. On May 23, 2023, Benefytt Technologies and 17 affiliated debtors, including American Service Insurance Agency LLC, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90566). Benefytt Technologies disclosed assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion as of the bankruptcy filing. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Jackson Walker, LLP as local and conflicts counsel; Ankura Consulting Group, LLC as financial advisor; and Jefferies Group, LLC as investment banker. Stretto, Inc. is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors 'Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Lowenstein Sandler, LLP as bankruptcy counsels; AlixPartners, LLP as financial advisor; and Province, LLC as restructuring advisor. BENNETT MINERAL: Taps Durrette Arkema Gerson & Gill as Counsel -------------------------------------------------------------- Bennett Mineral Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Durrette, Arkema, Gerson & Gill PC, as its counsel. The firm will render general legal services to the Debtor as needed throughout the course of this Chapter 11 case, including bankruptcy, finance, litigation, and tax assistance and advice. Kevin Funk, Esq., the primary attorney in this representation, will be paid at his hourly rate of $330. In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the Debtor provided the firm with a retainer of $15,000. Mr. Funk 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: Kevin J. Funk, Esq. Durrette, Arkema, Gerson & Gill PC Bank of America Center 1111 East Main Street, 16th Floor Richmond, VA 23219 Telephone: (804) 775-6900 Facsimile: (804) 775-6911 Email: kfunk@dagglaw.com About Bennett Mineral Bennett Mineral Company, Inc., a company in Walkerton, Va., offers clay products for cat litter, industrial clay, and animal feed supplements. Bennett Mineral filed Chapter 11 petition (Bankr. E.D. Va. Case No. 23-33135) on Sept. 13, 2023, with up to $10 million in both assets and liabilities. Paul J. Bennett, III, executive vice president, signed the petition. Kevin J. Funk, Esq., at Durrette, Arkema, Gerson & Gill, PC serves as the Debtor's counsel. BENNING MCLEAN: Agres to File Plan and Disclosures by Nov. 13 ------------------------------------------------------------- In response to the motion of the Acting United States Trustee to dismiss or convert this case to chapter 7, the Debtor has agreed to file a Disclosure Statement and Plan of Reorganization by November 13, 2023. Judge Brian F. Kenney has entered an order that Benning McLean Holdings, LLC will file a Disclosure Statement and Plan of Reorganization by November 13, 2023. About Benning McLean Holdings Benning McLean Holdings, LLC, a company in Falls Church, Va., sought voluntary Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 22-10311) on March 21, 2022, with as much as $10 million in both assets and liabilities. Yu-Dee Chang, managing agent, signed the petition. Judge Klinette H. Kindred oversees the case. The Debtor tapped Steven B. Ramsdell, Esq., at Tyler, Bartl & Ramsdell, PLC as bankruptcy counsel; and Brown Rudnick, LLP and Sandground West Silek Raminpour & Wright, PLC as special counsels. BIOSTEEL SPORTS NUTRITION: Seeks Chapter 15 Bankruptcy Protection ----------------------------------------------------------------- Janine Phakdeetham of Bloomberg News reports that BioSteel Sports Nutrition Inc. has filed for Chapter 15 bankruptcy protection in the Southern District of Texas court, according to a court filing. According to Sarah Eskandan, the foreign representative of the company, the company filed Chapter 15 petition for the recognition of a foreign main proceeding in Canada. Biosteel Sports Nutrition Inc. is described as "one of three affiliated entities comprising BioSteel, a sports nutrition and hydration company, focused on high quality ingredients and with a presence in professional sports markets," filed at the U.S. Bankruptcy Court for the Southern District of Texas. About Biosteel Sports Nutrition Biosteel Sports Nutrition Inc. produces and distributes nutrition products. The Company offers healthy sports drinks for athletes and exercise enthusiasts. Biosteel Sports Nutrition serves customers worldwide. Biosteel Sports Nutrition sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90777) on Sept. 17, 2023. The Chapter 15 case is overseen by Honorable Bankruptcy Judge David R Jones. Marty L Brimmage of Akin Gump Strauss Hauer & Feld LLP serve as the Debtor's counsel in the U.S.. BIOSTEEL SPORTS: Obtains CCAA Initial Stay Order ------------------------------------------------ The Ontario Superior Court of Justice (Commercial List) made an Order ("Initial Order") granting BioSteel Sports Nutrition Inc. protection pursuant to the Companies' Creditors Arrangement Act ("CCAA"). Pursuant to the Initial Order, KSV Restructuring Inc. was appointed as monitor ("Monitor"). Pursuant to the Initial Order, there is a stay of proceedings until Sept. 24, 2023, which may be extended by the Court from time-to-time. The stay of proceedings extends to the Company and two of its US affiliates, BioSteel Sports Nutrition USA, LLC and BioSteel Manufacturing LLC ("BioSteel Entities"). A motion is scheduled to be heard on Sept. 21, 2023 to, among other things, extend the stay of proceedings and seek approval of a sale and investment solicitation process with the objective of identifying a going concern purchaser for the BioSteel Entities' business. BioSteel intends to forthwith apply for foreign recognition of the Initial Order and these CCAA proceedings in the United States pursuant to chapter 15 of title 11 of the United States Code. To date, no claims procedure has been approved by the Court and creditors are not required to file a proof of claim at this time. A copy of the materials filed in the restructuring proceedings are available on the Monitor’s website at https://www.ksvadvisory.com/experience/case/biosteel. Monitor can be reached at: KSV Restructuring Inc. 220 Bay Street, 13th Floor PO Box 20 Toronto, Ontario M5J 2W4 324 - 8th Avenue SW Calgary, Alberta T2P 2Z2 Noah Goldstein Tel: 416-932-6207 Email: ngoldstein@ksvadvisory.com Ross Graham Tel: 587-287-2750 Email: rgraham@ksvadvisory.com Counsel for the Monitor: Bennett Jones LLP First Canadian Place 100 King Street West, Suite 3400 Toronto, Ontario M5X 1A4 Sean Zweig Tel: 416-777-6254 Email: zweigs@bennettjones.com Jesse Mighton Tel: 416-777-6255 Email: mightonj@bennettjones.com Aiden Nelms Tel: 416-777-4642 Email: nelmsa@bennettjones.com Thomas Gray Tel: 416-777-7924 Email: grayt@bennettjones.com Canadian Counsel to the Applicant: Cassels Brock & Blackwell LLP Suite 3200, Bay Adelaide Centre - North Tower 40 Temperance St. Toronto, Ontario M5H 0B4 Ryan Jacobs Tel: 416-860-6465 Email: rjacobs@cassels.com Shayne Kukulowicz Tel: 416-860-6463 Email: skukulowicz@cassels.com Natalie E. Levine Tel: 416-860-6568 Email: nlevine@cassels.com Jeremy Bornstein Tel: 416-869-5386 Email: jbornstein@cassels.com US Counsel to the Applicant: Akin Gump Strauss Hauer & Feld LLP Bank of America Tower 1 Bryant Park New York, New York 10036 2300 North Field Street, Suite 1800 Dallas, Texas 75201 Philip C. Dublin Tel: 212-872-8083 Email: pdublin@akingump.com Meredith A. Lahaie Tel: 212-872-8032 Email: mlahaie@akingump.com Rachel Biblo Block Tel: 214-969-2736 Email: rbibloblock@akingump.com Amelia E. Danovitch Tel: 212-872-1090 Email: adanovitch@akingump.com Financial Advisor to the Applicant: Greenhill & Co. Canada Ltd. 79 Wellington Street West, Suite 3403 Toronto, Ontario M5K 1K7 Michael Nessim Tel: 41-.601-2577 Email: Michael.nessim@greenhill.com Usman Masood Tel: 416-601-2578 Email: Usman.masood@greenhill.com Adrian Lau Tel: 416-601-2586 Email: Adrian.lau@greenhill.com Nick Dodich Email: Nick.dodich@greenhill.com BioSteel Sports Nutrition Inc. -- https://biosteel.com/ -- is a Canadian company based in Toronto that produces dietary supplement products for athletes and exercise enthusiasts. BLITZ NV: Seeks to Hire Fox Rothschild LLP as Bankruptcy Counsel ---------------------------------------------------------------- Blitz NV, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Fox Rothschild, LLP. The Debtor requires legal counsel to: (a) give advice regarding the rights and obligations of the Debtor and assist in the performance of its duties during the administration of its Chapter 11 case; (b) attend meetings and negotiate with other parties involved in the bankruptcy case; (c) take all necessary actions to protect and preserve the Debtor's estate; (d) seek this court's approval and confirmation of a plan of reorganization, and all papers and pleadings related thereto and in support thereof and attend court hearings related thereto; (e) represent the Debtor in all proceedings before this court or other courts of jurisdiction in connection with this Chapter 11 case; (f) assist the Debtor in developing legal positions and strategies with respect to all facets of this proceeding; (g) prepare legal documents; and (h) perform all other legal services for the Debtor in connection with this Chapter 11 case and other general corporate and litigation matters, as may be necessary. The hourly rates of the firm's counsel and staff are as follows: Brett A. Axelrod, Partner $990 Jeanette McPherson, Partner $675 Nicholas Koffroth, Associate $640 Angela Hosey, Paralegal $245 Other Partners $310 - $1,525 Counsel $245 - $850 Other Associates $240 - $585 Other Legal Assistants/Paralegals $105 - $445 In addition, the firm will seek reimbursement for expenses incurred. Before the petition date, the Debtors provided Fox Rothschild with payments aggregating $50,000 for legal services rendered or to be rendered in connection with the restructuring services. Mr. Axelrod 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: Brett A. Axelrod, Esq. Nicholas A. Koffroth, Esq. Jeanette E. McPherson, Esq. Fox Rothschild, LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, NV 89135 Telephone: (702) 262-6899 Facsimile: (702) 597-5503 Email: baxelrod@foxrothschild.com nkoffroth@foxrothschild.com jmcpherson@foxrothschild.com About Blitz NV Blitz NV, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Lead Case No. 23-13871) on Sept. 6, 2023. In the petition filed by its chief operating officer, Jason Veronas, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Natalie M. Cox oversees the case. Fox Rothschild, LLP serves as the Debtor's legal counsel. BLUE STAR: Closes $5-Mil. Offering, Regains Nasdaq Compliance ------------------------------------------------------------- Blue Star Foods Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company closed its $5 million public offering on Sept. 11, 2023, and that the Company believes it has regained compliance with Listing Rule 5550(b)(1). On Aug. 21, 2023, the NASDAQ Listing Qualifications staff notified Blue Star that it no longer complied with the minimum $2,500,000 stockholders' equity required for continued listing, or any of the alternative requirements pursuant to Listing Rule 5550(b). The Company's hearing was held on June 29, 2023. The Nasdaq Panel granted the Company's request for continued listing on The NASDAQ Capital Market, subject to (i) the Company filing a registration statement with the SEC for a $5 million public offering by July 28, 2023 and (ii) the Company demonstrating compliance with Listing Rule 5550(b)(1) by Aug. 18, 2023, which date was extended to Sept. 15, 2023. About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. --https://bluestarfoods.com -- is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's main operating business, John Keeler & Co., Inc. was incorporated in the State of Florida in May 1995. The Company's current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. Blue Star reported a net loss of $13.19 million for the year ended Dec. 31, 2022, compared to a net loss of $2.61 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.68 million in total assets, $9.92 million in total liabilities, and a total stockholders' deficit of $1.24 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BOY SCOUTS: Insurers Wants to Supress Fraudulent Abuse Claims ------------------------------------------------------------- James Nani of Bloomberg Law reports that a group of Boy Scouts of America insurers is looking to impose tougher rules to ferret out potentially fraudulent survivor claims filed to a $2.64 billion sex abuse victims' trust. The audit program proposed by a settlement trustee earlier this September 2023 doesn't "sufficiently address" issues insurers raised last September, the group said in an objection Friday in the US Bankruptcy Court for the District of Delaware. "What the Settlement Trustee has proposed is only the first step towards effectively combating any fraudulent claims as required by this Court," the insurers, including AIG, said in the filing. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BRANDON HALL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Brandon Hall School, Inc. 1701 Brandon Hall Drive Atlanta, GA 30350 Business Description: The Debtor owns and operates a 96,697 sq ft boarding school located on 25.02 acres at 1701 Brandon Hall Drive, Atlanta, GA, valued at $7.6 million. Chapter 11 Petition Date: September 28, 2023 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 23-59481 Judge: Hon. Jeffery W. Cavender Debtor's Counsel: Ian Falcone, Esq. THE FALCONE LAW FIRM, PC 363 Lawrence St NE Marietta, GA 30060-2056 Tel: (770) 426-9359 Email: imf@falconefirm.com Total Assets: $8,280,171 Total Liabilities: $7,212,913 The petition was signed by Karen White as Board Chair. 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/L3RD5LY/Brandon_Hall_School_Inc__ganbke-23-59481__0001.0.pdf?mcid=tGE4TAMA BULLDOG PURCHASER: Credit Suisse AMIFI Marks Loan at 22% Off ------------------------------------------------------------ Credit Suisse Asset Management Income Fund, Inc has marked its $763,000 loan extended to Bulldog Purchaser, Inc to market at $598,043 or 78% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Bulldog Purchaser, Inc. The loan accrues an interest rate of 12.952% (1 mo. USD Term SOFR + 7.750%) per annum.The loan matures on September 4, 2026. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Bulldog Purchaser Inc. owns and operates fitness and recreational centers. The Company offers its services in the United States. CAPSTONE GREEN: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Capstone Green Energy Corporation (Lead Case) 23-11634 16640 Stagg Street, Van Nuys, California 91406 Los Angeles Capstone Turbine International, Inc. 23-11635 Capstone Turbine Financial Services, LLC 23-11636 Business Description: The Debtors build microturbine energy systems and battery storage systems that allow customers to produce power on-site in parallel with the electric grid or stand- alone when no utility grid is available. The Debtors offer Microturbines designed for commercial, oil and gas, and other industrial applications. Chapter 11 Petition Date: September 28, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Laurie Selber Silverstein Debtors' Counsel: Peter A. Siddiqui, Esq. Ethan D. Trotz, Esq. Kenneth N. Hebeisen, Esq. KATTEN MUCHIN ROSENMAN LLP 525 W. Monroe Street Chicago, IL 60661 Tel: (312) 902-5200 Fax: (312) 902-1061 Email: peter.siddiqui@katten.com ethan.trotz@katten.com ken.hebeisen@katten.com Debtors' Co-Counsel: Matthew Lunn, Esq. Shane M. Reil, Esq. YOUNG CONAWAY STARGATT & TAYLOOR, LLP Rodney Square, 1000 N. King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mlunn@ycst.com sreil@ycst.com Debtors' Financial Advisor: RIVERON RTS, LLC Two Houston Center 909 Fannin Street, Suite 4000 Houston, Texas Debtors' Claims, Noticing & Solicitation Agent and Administrative Advisor: KROLL RESTRUCTURING ADMINISTRATION LLC 55 East 52nd Street, 17th Floor New York, New York Total Assets as of July 31, 2023: $104,000,000 Total Debts as of July 31, 2023: $111,000,000 The petitions were signed by John Juric as chief financial officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N2AZCTY/Capstone_Green_Energy_Corporation__debke-23-11634__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/SCFZK5Y/Capstone_Turbine_International__debke-23-11635__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/SLLLNIA/Capstone_Turbine_Financial_Services__debke-23-11636__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Beijing Institute of Trade $6,126,490 Aeronautical Attn: Zhou Leimin Huanshancun,Wenquan Town Beijing, 010 100095 China Tel: 861062497204 Fax: 8610‐62456925 Email: leimin.zhou@biam.ac.cn 2. AUER Precision Company Trade $3,678,950 Attn: Tina Welsh 1050 West Birchwood Mesa, AZ 85210 Tel: 480‐834‐4637 Fax: 480‐964‐3090 Email: twelsh@auerprecision.com 3. Radius Aerospace, Inc Trade $2,513,094 Attn: Alan Lewis 6733 West Willis Road Chandler, AZ 85226 Phone: 480‐639‐1151 Email: alewis@radiusaerospace.com 4. ZA Manufacturing LLC Trade $1,750,987 Attn: Ana Dipp 968 J. Tapia Ct Calexico, CA 92231 Phone: 760‐427‐1815 Email: adipp.za.mfg@gmail.com 5. Photo Fabricators Inc. Trade $1,367,480 Attn: Garrett Brooks 7648 Burnet Avenue Van Nuys, CA 91405 Phone: 818‐781‐1010 x102 Email: Garrett@photofabricators.com 6. DV Energy LLC Customer $715,552 Attn: Andrei Cheremkin Refund Mkr Ptitsefabrika 1/2 Yakutia (Sakha) Republic Yakutsk 677021 Russia Phone: 7 411 2318440 Email: aic@dvenergy.pro 7. RND Enterprises Trade $656,604 Attn: Linda Franklin 820 E. Avenue L‐12 Lancaster, CA 93535 Tel: 661‐940‐8554 Fax: 661‐940‐0388 Email: accounting@rndcable.com 8. Amanet Trade $584,500 Attn: Natalia Garzo 7001 Eton Ave Ste # B Canoga Park, CA 91303 Tel: 818‐786‐1113 Fax: 818‐786‐5736 Email: natalia@amanet.com 9. Windtech Inc Trade $455,497 Attn: Gian Carlo Fu 91 N G Ave Douglas, AZ 85607 Tel: 520‐364‐7372 Fax: 775‐258 ‐8196 Email: GianCarlo.Fu@Windtech.com 10. Platinum Cargo Logistics Inc Trade $356,498 Attn: Kristy Doan Dept# 42139 Dallas, CO 75265‐0823 Tel: 310‐436‐2060 Fax: 720‐500‐2445 Email: kristy.doan@platinumcargo.co 11. RS Truck Line Trade $280,115 Attn: Jazmin Escarzaga 8504 Firestone Blvd #146 Downey, CA 90241 Tel: 800‐535‐6813 Fax: 888‐315‐5424 Email: billing.rstruckline@gmail.com 12. Megna Precision Sheet Metal Trade $274,317 Attn: Karin Urban 8740 Winnetka Ave Northridge, CA 91324 Phone: 727‐365‐8248 Email: karin@k‐bros.com 13. Schneider's Manufacturing Co., Inc Trade $210,992 Attn: Christina Schneider 11122 Penrose Street Sun Valley, CA 91352 Tel: 818‐771‐0082 Fax: 818‐771‐0204 Email: christina@schneidersmanufacturing.com 14. Warren Power & Machinery, Inc Trade $205,200 Attn: Kimberly Rotberg 15 Smith Rd Suite 4000 Midland, TX 79705 Tel: 432‐570‐3236 Fax: 432‐563‐0973 Email: Kimberly.Rotberg@warrencat.com 15. Dry Coolers Inc. Trade $198,324 Attn: Melissa Lawrence 575 S. Glaspie Street Oxford, MI 48371 Tel: 248‐969‐3400 Fax: 248‐969‐3401 Email: melissa@drycoolers.com 16. T.H.T. Machining, Inc. Trade $185,577 Attn: Ha Dao 7902 North Glen Harbor Blvd Glendale, AZ 85307 Tel: 602‐269‐7999 Fax: 602‐269‐7901 Email: Ha@thtmachining.com 17. Prologis LP Rent $182,494 Attn: Susan Roy 1800 Wazee St, Ste 500 Denver, CO 80202 Email: sroy@prologis.com 18. IEC SPEI Limited Trade $180,774 Attn: Nigel Davy 11‐13 Marverly Avenue Unit #14 Kingston, 10 Jamaica Email: ndavy@ieclja.com 19. Trend Technologies. LLC Trade $178,409 Attn: Jill West 4626 Eucalyptus Ave. Chino., CA 91710 Tel: 909‐597‐7861 Fax: 909‐597‐2284 Email: jwest@Trendtechnologies.com 20. Vaga Industries Trade $153,440 Attn: Linda.Fry 2505 Loma Avenue S. El Monte, CA 91733 Tel: 626‐442‐7436 Fax: 626‐442‐4330 Email: linda.fry@vaga.com 21. AG World Transport Trade $145,508 Attn: Wind Ng 238 Lawrence Ave San Francisco, CA 94080 Tel: 650‐246‐3737 Fax: 650‐246‐3939 Email: windy.ng@omnilogistics.com 22. Anhui Yingliu Trade $135,048 Electromechanical Co. Attn: Eileen Tu 566 Fanhua Avenue Hefei, 110 230601 China Tel: 551‐63737845 Fax: 0086‐551‐6382166 23. KCTG Holdings LP Trade $125,650 Attn: Kim Graw PO Box 2256 Wichita, KS 67201‐2256 Phone: 607‐442‐4196 Email: KESInvoice@kes.global 24. Spang & Company Trade $118,598 Attn: Dawn E. Duncan 110 Delta Dr Pittsburgh, PA 15238 Tel: 412‐963‐9363 Fax: 412‐696‐0333 Email: ARmailbox@Spang.com 25. Phoenix Contact USA Inc Trade $116,436 Attn: Tonya Schlosser 586 Fulling Mille Road Middletown, PA 17057 Tel: 800‐808‐7177 Fax: 717‐944‐1625 Email: TSchlosser@phoenixcontact.com 26. Vilter Manufacturing LLC Trade $115,787 Attn: Krsma Strohmeier 5555 South Packard Ave Cudahy, WI 53110 Tel: 414‐486‐2608 Fax: 414‐744‐1769 Email: Krsma.Strohmeier@Emerson.com 27. Impro Aerotek USA, Inc Trade $104,881 Attn: Miki Chiou 21660 East Copley Drive, Ste 100 Diamond Bar, CA 91765 Tel: 909‐396‐6525 x103 Fax: 909‐396‐1677 28. Orange County Thermal Trade $91,620 Industries In Attn: Lauren Wakai 1350 N Hundley St Anaheim, CA 9280 Tel: 714‐279‐9416 Fax: 714‐279‐9562 Email: lwakai@teamocti.com 29. CASS Customization Trade $84,593 Attn: Sandip Desai 9428 Eton Ave, Unit K Chatsworth, CA 91311 Phone: 818‐717‐8823 Email: Sandip@CASSCustomization.com 30. Powerohm Hubbell Industrial Control Trade $80,310 Attn: Mindy Delaney 4301 Cheyenne Dr Archdale, NC 27263 Tel: 336‐434‐2800 Fax: (336) 434‐2803 Email: mdelaney@hubbell.com CAPSTONE GREEN: Files Chapter 11 to Facilitate Restructuring ------------------------------------------------------------ Capstone Green Energy Corporation (NASDAQ: CGRN) on Sept. 28, 2023, disclosed that it has entered into a transaction support agreement (TSA) with Goldman Sachs Specialty Lending Group, L.P., in its capacity as collateral agent (the "Collateral Agent") under that certain Amended and Restated Note Purchase Agreement, dated as of October 1, 2020 (as amended, the Note Purchase Agreement), and Broad Street Credit Holdings LLC, an affiliate of the Collateral Agent, in its capacity as purchaser (Consenting Lender) under the Note Purchase Agreement, and in connection therewith has initiated a prepackaged restructuring. This is a significant step towards expediting the Company's corporate restructuring efforts, with the primary objectives of significantly reducing Capstone's debt burden, injecting additional liquidity into its operations, and ultimately paving the way for the sustained and prosperous future of its business. "The transactions contemplated by the TSA have been carefully designed to preserve and enhance value for all our stakeholders," said Robert C. Flexon, Interim President and Chief Executive Officer. "The new financings provide much-needed liquidity to ensure near-term stable operations and, importantly, upon emergence, our pre-petition debt and accrued interest of more than $56.0 million will decrease to $25.0 million resulting in significantly improved financial health and longer-term financial stability." To implement Capstone's prepackaged restructuring, Capstone and certain of its subsidiaries (the Debtors) filed voluntary Chapter 11 petitions for relief in the U.S. Bankruptcy Court for the District of Delaware (the Bankruptcy Court). The TSA and the joint prepackaged Chapter 11 plan of reorganization (the Plan) contemplate the Debtors effectuating certain transactions pursuant to which the Company will become a private company (Reorganized PrivateCo) that will continue to own assets consisting of (i) right, title, and interest in and to the certain trademarks of Capstone and (ii) all assets relating to distributor support services (the Retained Assets). Capstone Turbine International, Inc., a subsidiary of the Company, will be renamed Capstone Green Energy Corporation (Reorganized PublicCo), which expects to be the successor to Capstone for purposes of Securities and Exchange Commission reporting and will be the successor to Capstone with respect to certain of its business, assets, and liabilities through its ownership interest in a new operating subsidiary. Under the Plan, all holders of Allowed General Unsecured Claims will receive payment in full in cash in the ordinary course or such other treatment so as to render such claim unimpaired under the Bankruptcy Code. Existing stockholders of the Company will receive their pro rata share of 100% of the equity in Reorganized PublicCo, subject to dilution from any stock that may be issued as equity incentive compensation to employees. All existing warrants and restricted stock units will be canceled and will not receive any distribution. Other than the Retained Assets described above, the existing operating assets and liabilities of the Company will be transferred to a "New Subsidiary" (with certain limited exceptions), the common shares of which will be 100% held by Reorganized PublicCo, and 100% of its non-dilutable preferred shares will be held by Reorganized PrivateCo. On a fully diluted basis, Reorganized PublicCo will own 62.5% of New Subsidiary, and Reorganized PrivateCo will own 37.5%. The Company is filing a series of customary motions with the Bankruptcy Court to maintain business-as-usual operations and uphold its commitments to its valued stakeholders. These "first-day" motions, which Capstone expects to be approved promptly following a hearing to be set by the Bankruptcy Court, include requests to continue to pay wages and provide benefits to the Company's employees as usual, as well as honor customer programs and policies. The Company is expected to operate in the ordinary course of business through the Chapter 11 process. Capstone has secured a commitment from its Consenting Lender for $12.0 million in new money debtor-in-possession financing, which is in addition to the $3.0 million of new money financing provided on September 22, 2023. Subject to Bankruptcy Court approval, this "new money" financing will provide liquidity to support continued operations during the Chapter 11 process. This $12.0 million, plus an additional $8.0 million of pre-petition debt, will be converted into exit financing at emergence along with a new $5.0 million revolver facility, also from the Consenting Lender. This added liquidity will be used for operating purposes, primarily to bring the Company's outstanding vendor payable balances more in line with the associated commercial terms. "The significant agreement and investment of our senior secured lender demonstrates its support of the Company and our long-term strategy," said Mr. Flexon. "[Thurs]day's Chapter 11 filings represent an important step toward strengthening our financial position, and we intend to move through this process quickly and without disruption for our employees, customers, distribution partners and vendors. Notably, the restructuring will provide that the Company's public stockholders receive their pro rata share of equity in the new public company. We believe that implementing these transactions will enable us to continue manufacturing and producing customized microgrid solutions and on-site energy technology systems that provide the significant energy cost and carbon savings that Capstone customers are seeking." The restructuring is expected to be expeditious, with emergence occurring within 45 days after the filing of the petitions, subject to the Bankruptcy Court's scheduling and availability. Nasdaq Delisting Letter As previously disclosed, the Company received written notice (Notification Letter) from the listing qualifications department of The Nasdaq Stock Market (Nasdaq) on March 28, 2023, stating that the Company's market value of listed securities (MVLS) for the last 30 consecutive business was below the required minimum of $35 million for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had 180 calendar days (or until September 25, 2023) to regain compliance (Compliance Period). The Notification Letter stated that Nasdaq will close the matter and provide written confirmation that the Company has achieved compliance with rule 5550(b)(2) if at any time before September 25, 2023, the Company's MVLS closes at $35 million or more for a minimum of ten (10) consecutive business days. On September 26, 2023, the Company received written notice (Delisting Letter) from Nasdaq that the Company has not regained compliance with Nasdaq Listing Rule 5550(b)(2) for the MVLS within the Compliance Period in accordance with Nasdaq Listing Rule 5810(c)(3)(C). Accordingly, unless the Company requests an appeal of this determination, the Company's securities will be delisted from The Nasdaq Capital Market, trading of the Company's common stock will be suspended at the opening of business on October 5, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company's securities from listing and registration on Nasdaq. Because the bankruptcy filing is expected to result in a delisting, the Company does not intend to appeal Nasdaq's determination and, therefore, it is expected that its common stock will be delisted. The Common Stock may be quoted and traded on an over-the-counter market following delisting. Additional Information Bankruptcy Court filings and information about the Chapter 11 cases can be found at a website maintained by the Debtors' noticing and claims agent, Kroll Restructuring Administration LLC ("Kroll"), at https://cases.ra.kroll.com/capstone or by contacting Kroll at 1-844-642-1256 (Toll-Free), +1-646-651-1164 (International) or by e-mail at capstoneinfo@ra.kroll.com. Additional details regarding the Chapter 11 cases are included in, and the description above is qualified in its entirety by, the Company's Current Report on Form 8-K filed with the SEC on September 28, 2023. About Capstone Green Headquartered in Van Nuys, California, Capstone Green Energy Corporation -- http://www.capstonegreenenergy.com-- is a provider of customized microgrid solutions, on-site resilient green Energy as a Service (EaaS) solutions, and on-site energy technology systems focused on helping customers around the globe meet their environmental, energy savings, and resiliency goals. On Sept. 28, 2023, Capstone Green Energy Corporation and two affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11634). The cases are pending before the Honorable Laurie Selber Silverstein. Katten Muchin Rosenman LLP is serving as legal counsel, and Riveron LLP is serving as financial advisor to the Company. Kroll is the claims agent. Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to the Consenting Lender. CARESTREAM HEALTH: Credit Suisse Marks $532,000 Loan at 27% Off --------------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $532,000 loan extended to Carestream Health, Incto market at $389,783 or 73% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Carestream Health, Inc. The loan accrues interest at a rate of 12.842% (3 mo. USD LIBOR + 7.500%) per annum. The loan matures on S 28, 2025. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CELSIUS NETWORK: Ex-CRO Cohen-Pavon Pleads Guilty to Fraud ---------------------------------------------------------- William Farrington of Proactive reports that Roni Cohen-Pavon, the former chief revenue officer of the now-defunct cryptocurrency lending firm Celsius Network, has pleaded guilty to multiple criminal charges in the US. Cohen-Pavon admitted to four charges including conspiracy to commit price manipulation, securities fraud, manipulation of security prices, and wire fraud during a hearing before US District Judge John Koeltl in Manhattan. He has agreed to cooperate fully with the ongoing investigations led by the US Attorney's office in Manhattan and the FBI into the 2022 Celsius collapse. Earlier this 2022, Celsius Network's founder Alex Mashinsky was charged with fraud and conspiracy in collaboration with Cohen-Pavon to artificially inflate the price of the Celsius CEL token and mislead investors. Mashinsky has pleaded not guilty to all charges and was released on a $40 million bond. Mashinsky is also the subject of a civil fraud lawsuit filed by New York Attorney General Letitia James. The lawsuit accuses him of defrauding hundreds of thousands of investors through false and misleading representations. The Celsius Network, once a prominent player in the cryptocurrency, promised substantial returns to investors through its ‘Earn’ product. It filed for Chapter 11 bankruptcy protection in July 2022 following a series of customer withdrawals and a significant market downturn. The collapse left customers' funds, amounting to up to $4.2 billion, locked in the bankruptcy estate indefinitely. An independent court-appointed examiner found that the business model Celsius advertised was vastly different from its actual operations, likening it to a Ponzi scheme. The report highlighted misleading promises of "financial freedom" and a lack of transparency in the company's dealings. Furthermore, it was revealed that several executives, including Mashinsky, withdrew millions from Celsius accounts shortly before the bankruptcy filing. Celsius was one of many high-profile crypto collapses in 2022, starting with Three Arrows Capital in May and culminating in the monumental collapse of FTX, formerly the second-largest cryptocurrency exchange globally, in November 2023. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CELSIUS NETWORK: Seeks to Hire RSM US as Independent Auditor ------------------------------------------------------------ Celsius Network LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ RSM US LLP as their independent auditor. RSM will assist Debtors Celsius Mining and NewCo by performing financial statement audit pursuant to the auditing standards generally accepted in the United States of America ("GAAS Standards") and those of the Public Company Accounting Oversight Board (PCAOB) (United States) (the "PCAOB Standards") to express an opinion on the fairness of the presentation of Celsius Mining's financial statements for the years ending December 31, 2020, December 31, 2021, and December 31, 2022 and NewCo's opening balance sheet in conformity with accounting principles generally accepted in the United States of America. RSM will also perform a review of Celsius Mining's interim financial information in accordance with PCAOB Standards for each quarter in the years ending December 31, 2022, and December 31, 2023. RSM estimates that it will bill the Debtors $995,000 for the audit services performed thereunder, billed on time and material basis. For out-of-scope services, RSM will be paid at its hourly rates as follows: Partner/Principal/Managing Director $840 Senior Manager $645 Manager $450 Senior $300 Staff $235 In addition, the firm will seek reimbursement for expenses incurred. Howard Siegal, Esq., a partner at RSM US, 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: Howard Siegal, Esq. RSM US LLP 719 Griswold Street, Suite 820 Detroit, MI 48226 Telephone: (313) 335-3900 About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtor estimated assets and liabilities between $1 billion and $10 billion. Judge Martin Glenn oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Centerview Partners as financial advisor; Alvarez & Marsal as restructuring advisor; and RSM US LLP as independent auditor. Stretto is the claims agent. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as blockchain forensics advisor; M3 Advisory Partners, LP as financial advisor; Perella Weinberg Partners, LP as investment banker; and Gornitzky & Co. as its Israeli counsel. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CHASE CUSTOM: Unsecureds to Get 20% or 100% Over Time ----------------------------------------------------- Chase Custom Homes & Finance, Inc., submitted a Disclosure Statement with respect to the Plan of Reorganization In relation to real property, as of the Effective Date, the Debtor will likely own the following parcels of real property (with estimated "as is" market values as of the Petition Date): (i) the Sawyer Estates Property $2,300,000.00; (ii) the Sunrise Cove Properties (owned in part by Blessed by 4) $1,000,000.00 (this amount reflects an estimate of the value of the parcel of real property owned by the Debtor); (iii) Canada Hill II $450,000.00; (iv) Canada Hill (Lot 14) $125,000.00; (v) 511 Bridge Street, Westbrook, Maine $350,000.00; (vi) 98 East Bridge Street, Westbrook, Maine $250,000.00; and (vii) 833 Grey Road, Gorham, Maine (Sawyer Store) $250,000.00. From the above, the total market value, "as is," as of the Petition Date for the real property equals approximately $4,725,000.00. During the Case, the Debtor entered into a settlement with Machias Savings, which settlement included the Debtor consenting to relief from the automatic stay to allow Machias Savings to auction three separate subdivisions (or portions of subdivisions) owned by the Debtor as of the Petition Date. The Debtor scheduled these subdivisions as having the following, as is, fair market values as of the Petition Date: (i) the Bramblewood subdivision $800,000.00; (ii) the Rolling Brook subdivision $880,000.00 (for the eleven lots sold by Machias Savings); and (iii) the Sanctuary Estates subdivision $2,150,000.00. Machias Savings sold these properties at auction for the following amounts (gross sale prices): (a) the Bramblewood subdivision $675,000.00; (b) the Rolling Brook subdivision $630,000.00; and (c) the Sanctuary Estates subdivision $1,575,000.00. Using these numbers, these properties sold for approximately 76.35% of their scheduled fair market, as is, values (as reflected above). The properties auctioned by Machias Savings, however, were all approved subdivisions, which approvals increased the value of the properties. None of the real property that the Debtor continues to own has been formally approved for development (except for the Sunrise Cove Properties that are subject to liens as will be further described below). Premised on this lack of subdivision approval, the Debtor believes that the liquidation value of its remaining real property would generate less than the 76.35% obtained by Machias Savings at the auctions. Based on this, the Debtor projects a liquidation value of its remaining real property at 50% of its fair market, as is, value as of the Petition Date. Using this percentage, prior to adjusting for the cost of sales, the Debtor believes the real property (excepting the Sunrise Cove Properties) would liquidate for approximately $1,862,500.00. This amount would need to be reduced further by the following in the event of a chapter 7 liquidation: (a) marketing costs; (b) auctioneer commissions; and (c) chapter 7 trustee costs. Assuming marketing costs of $20,000.00, auctioneer commissions of 6% ($111,750.00) of the gross sale prices and chapter 7 trustee fees of approximately $79,125.00, the net proceeds from the sale of the real property would equal approximately $1,671,625.00. The Sunrise Cove Properties would be excluded from the "best interests" test in relation to Holders of Unsecured Claims because one of the two parcels of real property that comprise the Sunrise Cove Properties has been pledged as collateral to the Chase Trust in relation to a prepetition loan made to the Debtor by the Chase Trust. The second parcel of real property making up the Sunrise Cove Properties is owned by one of the Affiliated Companies and, therefore, the proceeds of this parcel are not Debtor property. The personal property of Debtor consists primarily of: (i) vehicles owned by the Debtor; (ii) office equipment; (iii) notes receivable of the Debtor; (iv) the proceeds of Causes of Action; and (v) cash. The liquidation value of each of these will be discussed in turn. The vehicles owned by the Debtor as of the Petition Date had Kelly Blue Book values totaling $305,081.00 (as reflected in the Schedules). Four of these vehicles, with a fair market value as of the Petition Date of roughly $102,983.00, were pledged as collateral to Androscoggin Savings and, therefore, would not be included in the "best interests" calculation in relation to Holders of Unsecured Claims. The remaining vehicles had a fair market value as of the Petition Date of approximately $202,098.00 and the liquidation value of these vehicles as of the Effective Date would be roughly $151,537.00 (using 75% of the fair market value). This amount would be included in the "best interest" calculation in relation to Holders of Unsecured Claims, however, the 6% cost of the auctioneer and the 3% cost of the chapter 7 trustee would need to be subtracted from this amount, leaving a recovery under the "best interests" test of roughly $137,898.00. The office equipment of the Debtor had a value as of the Petition Date of $304,533.00 according to the Schedules. This value was based on a balance sheet value from the Debtor's financials, however, the Debtor believes that the liquidation value would be fair less and likely closer to $50,000.00. In light of the settlement with Machias Savings, and assuming that Androscoggin Savings has a lien position in this office equipment, the value of this office equipment would not be included in the "best interests" calculation in relation to Holders of Unsecured Claims. The Debtor holds roughly $6,674,000.00 in notes receivable. The vast majority of this total arises out of loans made by the Debtor to John Chase (approximately $5,555,000.00). The Chase Trust may be liable to the Debtor for the amounts loaned to John Chase, individually. The remaining amounts arise almost entirely from loans made by the Debtor to the Affiliated Entities. Other parties have asserted claims against John Chase and/or the Chase Trust totaling roughly $30,327,002.00 (including the $5,555,000.00). From this, the most that the Debtor might recover on the loans to John Chase is a small amount as the assets of John Chase individually are de minimus, and any assets of the Chase Trust will be largely absorbed by attachment liens against all of the assets of the Chase Trust (except possibly the ownership interests of the Chase Trust in the Affiliated Entities). The remaining amounts owed to the Debtor by the Affiliated Entities are unlikely to be recovered or only minimal amounts may be recovered premised on the Affiliated Entities currently producing very limited excess cash. Again, assuming that Androscoggin Savings has a lien position in personal property, the value of any recoveries would likely be paid to Androscoggin Savings and would not be included in the "best interests" calculation in relation to Holders of Unsecured Claims. The Zamboni Litigation is the Debtor's only major litigation that is likely to produce a material recovery. The outcome of the Zamboni litigation is difficult to project, as Zamboni contends that he is owed money and the Debtor contends that the Debtor is owed money. Premised on these differing views of the outcome, the Debtor values the Zamboni Litigation at $50,000.00 for purposes of the "best intertest" test. If the liens of Androscoggin Savings are valid, the value of any recoveries would likely be paid to Androscoggin Savings and would not be included in the "best interests" calculation in relation to Holders of Unsecured Claims. The Debtor projects to be holding approximately $450,000.00 in cash on hand as of December 31, 2023. If the liens of Androscoggin Savings are valid, the cash on hand would be subject to the liens of Androscoggin Savings and would likely be paid to Androscoggin Savings and would not be included in the "best interests" calculation in relation to the Holders of Unsecured Claims. From the above, assuming for purposes of this analysis that Androscoggin Savings holds only an Unsecured Claim, the total pool of Unsecured Claims would total approximately $10,000,000.00. From the above, the liquidation of the Assets would generate less than $3,000,000.00, meaning the dividend to Holders of Unsecured Claims would be less than 30%. The Holders of Unsecured Claims would receive less in a chapter 7 liquidation than the creditors are projected to receive under the Plan, which provides for payment of Allowed Unsecured Claims in full, with interest. The Debtor believes that the Plan satisfies the "best interests" of creditors test contained in s 1129 of the Bankruptcy Code. Preparation of a liquidation analysis is an uncertain process involving the use of estimates and assumptions that, although considered reasonable by the Debtor, based upon its business judgment and input from advisors, are inherently subject to business, economic, and other risks, uncertainties, and contingencies. The values stated herein have not been subject to review, compilation, or audit by any independent accounting firm and may represent outcomes different from those that a liquidator would make. Under the Plan, Class 8 consists of General Unsecured Claims that are not Unclassified Claims or provided for under any other Class contained in the Plan, and Class 8 Claims shall include any deficiency Claim arising from operation of section 506 of the Bankruptcy Code. For avoidance of doubt, Class 8 Claims shall include, but not be limited to, any and all Claims of: (a) Norway Savings (other than the Claims in Class 1); (b) Androscoggin Savings (other than the Claims in Class 2); (c) Camden National (other than the Claims in Class 3); (d) Bangor Savings; (e) Gorham Savings; (f) Skowhegan Savings; (g) M&T Bank; and (h) arising out of the Zamboni Litigation against the Debtor (if any); and (i) those set forth in the Schedules or Filed in a timely proof of Claim as General Unsecured Claims. In full and final satisfaction, settlement, release, and discharge of any Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim will opt for one of the following two treatments: A. The Holder of an Allowed General Unsecured Claim that opts into Part A of Class 8 will receive Cash Distributions over time equal to 100% of their Allowed Unsecured Claims. Each Allowed General Unsecured Claim will accrue interest at the Federal Judgment Rate of interest in effect on the Petition Date. Interest on any and all General Unsecured Claims will begin to accrue on the later of: (i) the Effective Date; or (ii) the date the particular General Unsecured Claim becomes an Allowed Claim, either by agreement reached between the Debtor and the Claimant or by Final Order of the Bankruptcy Court. The Cash Distributions provided for by this section of the Plan will be made from the net proceeds ("Net Proceeds") of the sale of: (a) undeveloped lots (the "Sawyer Undeveloped Lots") or lots with constructed residences located on such lots from the property generally referred to as the Sawyer Road subdivision (the "Sawyer Developed Lots" and the Sawyer Road property, hereinafter, the "Sawyer Road Property"); (b) undeveloped lots (the "Canada Hill Undeveloped Lots") or lots with constructed residences located on such lots from the property generally referred to as the Canada Hill subdivision (the "Canada Hill Developed Lots" and the Canada Hill property, hereinafter, the "Canada Hill Property"); and (c) condominium units from the property generally referred to as the Sawyer Store property (the "Sawyer Store Condominiums" and the Sawyer Store property, the "Sawyer Store Property") (with the Debtor reserving the right to retain the Sawyer Store Property and lease some or all of the Sawyer Store Condominiums and use the lease proceeds to help fund obligations arising under the Plan). Net Proceeds shall be calculated as the gross sale price for a Sawyer Undeveloped Lot, a Sawyer Developed Lot, a Canada Hill Undeveloped Lot, a Canada Hill Developed Lot or a Sawyer Store Condominium, minus amounts required to be paid to effectuate the sale to any lender who has financed some or all of the property being sold post-Confirmation, minus the ordinary and necessary costs of effectuating the sale of the property being sold, minus the costs and expenses of operating the Debtor, with recognition that it may be necessary to set aside certain amounts to satisfy upcoming expenses of operation of the Debtor. Payments of the Net Proceeds shall be made pro rata to the Holders of Allowed Unsecured Claims when the Net Proceeds aggregate to an amount that allow for a payment greater than ten precent (10%) of the total amount of Allowed Unsecured Claims. B. The Holder of an Allowed Unsecured Claim that opts into Part B of Class 8 shall receive a single payment equal to twenty percent (20%) of the Allowed Unsecured Claim in full and final satisfaction of the Allowed Unsecured Claim as against the Debtor and/or any party liable on such Claim ("Claim Payment"). The Claim Payment shall be made on the later of: (i) the Effective Date; or (ii) the date the Unsecured Claim becomes an Allowed Unsecured Claims, either by agreement between the Debtor and the Holder of the Claim or by Final Order of the Bankruptcy Court. Creditors will recover 100% (or 20% by agreement) of their claims. Class 8 is impaired. The Plan requires the Debtor to make certain payments to Holders of Allowed Claims. These payments will be generated from one or more of the following sources: (a) cash on hand as of the Effective Date (and cash generated by the continued operation of the Debtor's business); (b) the proceeds of the sale of various parcels of real property owned by the Debtor; (c) financing from Affiliated Entities; (d) potential financing from third-parties; (e) the proceeds from the development and sale of the Sawyer Road Property, the Canada Hill Property and the Sawyer Store Property; (f) the proceeds of the sale of personal property; and (g) the proceeds generated by the Causes of Action (if any). Attorneys for Chase Custom Homes & Finance, Inc.: D. Sam Anderson, Esq. Adam R. Prescott, Esq. BERNSTEIN SHUR 100 Middle Street Portland, ME 04101 Tel: (207) 774-1200 E-mail: sanderson@bernsteinshur.com aprescott@bernsteinshur.com A copy of the Disclosure Statement dated September 13, 2023, is available at https://tinyurl.ph/aPnfC from PacerMonitor.com. About Chase Custom Homes & Finance Chase Custom Homes & Finance, Inc. -- https://cchfi.com -- specializes in new home construction, home renovations and remodeling in Portland, Maine. Chase Custom Homes & Finance filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 23-20032) on Feb. 16, 2023. In the petition filed by Terina Chase as authorized party, the Debtor reported between $10 million and $50 million in both assets and liabilities. Judge Michael A. Fagone oversees the case. The Debtor tapped Bernstein Shur Sawyer & Nelson as legal counsel; Purdy, Powers & Company, P.A. as accountant; and Windsor Associates, LLC as financial advisor. The U.S. Trustee for Region 1 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Marcus Clegg. CHOPRA REALTY: Hires Broege Neumann Fischer & Shaver as Counsel --------------------------------------------------------------- Chopra Realty, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Broege, Neumann, Fischer & Shaver, LLC. The Debtor requires legal counsel to: (a) give advice as to the duties of the Debtor under the Bankruptcy Code; (b) represent the Debtor at the Section 341(a) hearing and at any meetings between the Debtor and creditors or creditors' committees; (c) assist the Debtor in obtaining the authorization of the Bankruptcy Court to retain professionals whose services may require in connection with the operation of its business or the administration of the Chapter 11 proceedings; (d) defend any motions made by secured creditors to enable the Debtor to retain the use of assets needed for an effective reorganization; (e) negotiate with priority, secured and unsecured creditors to achieve a consensual resolution of their respective claims and the incorporation of such resolution into a plan of reorganization; (f) file and prosecute motions to expunge or reduce claims which the Debtor disputes; (g) represent the Debtor in the bankruptcy court at such hearings as may require its presence or participation to protect its interest and the bankruptcy estate; (h) formulate, negotiate, prepare, and file a disclosure statement and plan of reorganization (or liquidation) which conforms to the requirements of the Bankruptcy Code and applicable rules of procedure; (i) represent the Debtor at hearings on the approval of the disclosure statement and confirmation of a plan of reorganization and respond to any objections to same filed by creditors or other parties in interest; (j) assist the Debtor in discharging its obligations in consummating any plan of reorganization which is confirmed; (k) advise the Debtor whether and to what extent any of its assets constitute cash collateral under the Bankruptcy Code and prosecute applications for authorization to use any such assets; and (l) provide such other varied legal advice and services as may be needed by the Debtor in the operation of its business or in connection with the Chapter 11 proceedings. The hourly rates of the firm's counsel and staff are as follows: Timothy P. Neumann $675 Associates $375 Paralegals $100 In addition, the firm will seek reimbursement for expenses incurred. The firm received an initial retainer payment in the amount of $10,000 plus filing fee. Geoffrey Neumann, Esq., an attorney at Broege, Neumann, Fischer & Shaver, 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: Timothy P. Neumann, Esq. Geoffrey P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Telephone: (732) 223-8484 Email: timothy.neumann25@gmail.com geoff.neumann@gmail.com About Chopra Realty Chopra Realty sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-18127) on Sept. 18, 2023. In the petition filed by Gagan Chopra and Morhit Chopra, president and secretary, respectively, the Debtor disclosed $1,630,800 in total assets and $1,874,714 in total liabilities. Broege, Neumann, Fischer & Shaver, LLC serves as the Debtor's counsel. COLORADO FOOD: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Colorado Food Enterprises, Inc. to use cash collateral on an interim basis in accordance with the budget, through the date of the final hearing set for October 30, 2023 at 3 p.m. To the extent that any party possesses a properly perfected security interest in the Debtor's cash collateral, as adequate protection for the Debtor's use of cash collateral: a. The Debtor shall provide such party with a replacement lien on all post-petition accounts receivable to the extent that the use of cash collateral results in a decrease in the value of such party's interest in the cash collateral pursuant to 11 U.S.C. section 361(2); b. The Debtor will maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss; c. The Debtor will provide to such secured party all periodic reports and information filed with the Bankruptcy Court, including debtor-in-possession reports; d. The Debtor will only expend cash collateral pursuant to the Budget subject to reasonable fluctuation by no more than 15% for each expense line item per month, plus any fees owed to the U.S. Trustee; e. The Debtor will pay all post-petition taxes; and f. The Debtor will retain in good repair all collateral in which such party has an interest. A copy of the order is available at https://urlcurt.com/u?l=KvCw7w from PacerMonitor.com. About Colorado Food Enterprises Inc. Colorado Food Enterprises Inc. is a collection of locally owned companies that provide a variety of products and food production services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14259) on September 21, 2023. In the petition signed by James Teran, president, the Debtor disclosed $774,251 in assets and $5,006,437 in liabilities. Judge Michael E. Romero oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., represents the Debtor as legal counsel. COMMERCEHUB INC: Credit Suisse Fund Marks $600,000 Loan at 22% Off ------------------------------------------------------------------ Credit Suisse Asset Management Income Fund, Inc has marked its $600,000 loan extended to CommerceHub, Inc to market at $469,800 or 78% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to CommerceHub Inc. The loan accrues interest at a rate of 12.217% (3 mo. USD Term SOFR + 7.000%) per annum. The loan matures on December 29, 2028. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. CommerceHub, Inc. provides cloud-based technologies and services. The Company operates a cloud-based e-commerce fulfillment and marketing software platform of integrated supply, demand, and delivery solutions for large retailers, online marketplaces, and digital marketing channels, as well as consumer brands, manufacturers, distributors, and other market participants. COMMUNITY HEALTH: Burgess Joins Board of Directors -------------------------------------------------- Community Health Systems Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that retired U.S. Army Lt. Gen. Ronald L. Burgess, Jr. was elected as a director to the Board of Directors of the Company and accepted this appointment. His term will expire at the 2024 Annual Meeting of Stockholders. Prior to such appointment, the Company's Board increased the number of directors of the Company from twelve to thirteen. Burgess was also appointed to the Board's Audit and Compliance Committee. Burgess will receive compensation as a non-employee director in accordance with the Company's non-employee director compensation program described in the Company's proxy statement filed with the U.S. Securities and Exchange Commission on March 30, 2023. There is no arrangement or understanding pursuant to which Gen. Burgess was selected as a director, and the Company has no related party transactions with Gen. Burgess or any of his related persons that would require disclosure under Item 404(a) of Regulation S-K. "Gen. Burgess brings to the Community Health Systems board deep knowledge and perspective honed through his military career and leadership role at a major university," said Wayne T. Smith, chairman of Community Health Systems, Inc. Board of Directors. "His experience engaging with government agencies and expertise in cybersecurity and information systems will be valuable assets to our board in their oversight of the Company's information and data security, data privacy, and other cybersecurity programs." As of September 13, 2023, the Company's board members are: Wayne T. Smith, Susan W. Brooks, Lt. Gen. Ronald L. Burgess Jr., John A. Clerico, Michael Dinkins, James S. Ely III, John A. Fry, Joseph A. Hastings, D.M.D., Tim L. Hingtgen, Elizabeth T. Hirsch, William Norris Jennings, M.D., K. Ranga Krishnan, MBBS, and H. James Williams, PhD. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year On September 13, 2023, the Board approved the amendment and restatement of the Company's Amended and Restated By-laws, effective concurrently with such adoption. The amendments effected by the Amended and Restated By-laws include the following: The enhancement and/or clarification of certain procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and proposals of business made in connection with meetings of stockholders, including, without limitation: * Revisions clarifying that stockholder nominations of directors and proposals of business must be made in compliance with applicable legal requirements in order for such nominees to be eligible for election or business to be brought in accordance with the Amended and Restated By-laws; * Certain revisions with respect to the representations to be made by any stockholder proposing any nominees or business in connection with the solicitation of proxies, including the requirement for any nominating stockholder to represent whether or not such stockholder intends to solicit proxies in support of such nomination in accordance with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rule"); * Revisions providing that any stockholder proposing any nominee or business must disclose any plans or proposals that would be required to be disclosed in Item 4 of Schedule 13D of the Securities Exchange Act of 1934, as amended; * Revisions providing that if any stockholder provides notice of any director nomination pursuant to the Universal Proxy Rule and subsequently either (i) notifies the Company that such stockholder no longer intends to solicit proxies, or (ii) fails to comply with the requirements of the Universal Proxy Rule, then no vote on such nominees proposed by such stockholder will occur; Revisions providing that the number of nominees any stockholder may nominate for election at a meeting may not exceed the number of directors to be elected at such meeting; * Revisions requiring that any stockholder proposing any nominees or business provide any additional information as may reasonably be requested by the Company; and Revisions requiring that any director nominees of any proposing stockholder be available for interviews with the Board or any committee thereof if requested by the Company; * Revisions providing that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; * Revisions relating to the availability, prior to any stockholder meeting, of the list of stockholders entitled to vote at such stockholder meeting, to reflect recent amendments to the Delaware General Corporation Law; * Revisions to provide that, following the adoption of the Amended and Restated By-laws, all shares of capital stock of the Company shall be issued, recorded and transferred exclusively in uncertificated book-entry form (provided, that, any preexisting stock certificates evidencing shares of capital stock of the Company shall continue to be certificated until such certificates have been surrendered to the Company); * The addition of a federal exclusive forum provision stating that all causes of actions arising under the Securities Act of 1933 must be brought in the federal district courts of the United States of America unless the Company consents in writing to the selection of an alternative forum; and * Various other updates, including clarifying, technical, and/or ministerial changes. About Community Health Systems Inc. Headquartered in Franklin, Tennessee, Community Health Systems, Inc. operates as a hospital. Egan-Jones Ratings Company on July 31, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Community Health Systems, Inc. EJR also withdraws rating on commercial paper issued by the Company. CORRY DAVIS: Taps Law Offices of Michael E. Gazette as Counsel -------------------------------------------------------------- Corry Davis Marketing, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ the Law Offices of Michael E. Gazette as its bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor; (b) prepare and file the petition, schedules, and statement of financial affairs; (c) prepare and file a disclosure statement and plan of reorganization; (d) negotiate with creditors; (e) review of executory contracts and claims; (f) response to and appear at hearings on contested matters; and (g) perform all other legal services for the Debtor which may be necessary herein. The hourly rates of the firm's counsel and staff are as follows: Attorney $325 Paraprofessionals $50 In addition, the firm will seek reimbursement for expenses incurred. Prior to the commencement of this Chapter 11 case, the Debtor paid the firm the sum of $13,238. Mr. Gazette 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: Michael E. Gazette, Esq. Law Offices of Michael E. Gazette 100 E. Ferguson Street, Suite 1000 Tyler, TX 75702 Telephone: (903) 596-9911 Email: megazette@suddenlinkmail.com About Corry Davis Marketing Corry Davis Marketing Inc., a real estate lessor in Canton, Texas, filed Chapter 11 petition (Bankr. E.D. Texas Case No. 23-60431) on Sept. 4, 2023, with up to $10 million in both assets and liabilities. Dale Murphy, president, signed the petition. The Debtor tapped the Law Offices of Michael E. Gazette as bankruptcy counsel. CRESTWOOD HOSPITALITY: Brycon Construction Submits Plan ------------------------------------------------------- Brycon Construction, Inc., submitted a Plan of Liquidation for Debtor, Crestwood Hospitality, L.L.C. dated September 15, 2023. The Debtor owns and continues to operate the Holiday Inn Express at Tucson Mall located at 620 E. Wetmore Rd., Tucson, Arizona (the "Property"). The Property was built in 2003 and opened in January 2004 as an "all suite" hotel. It currently operates as a Holiday Inn Express® & Suites hotel pursuant to a license agreement (the "Franchise Agreement") with Holiday Hospitality Franchising, LLC ("Franchisor"). The Franchise Agreement expires by its terms on January 26, 2024. The Property has 105 guest rooms, three corporate meeting rooms, a business center, outdoor heated pool, fitness center and other guest amenities. As of the Petition Date, the Debtor had eighteen employees, although the number of employees fluctuates with the seasons and general employee attrition. The Bankruptcy Court has set the "as is" fair market value of the Property as of March 2022 at $12,600,000.00. According to the Debtor's most recent Monthly Operating Report (from July 2023), it currently has 19 full time employees. ADOR – ADOR holds a Priority Unsecured Claim against the Debtor for delinquent TPT taxes due to the State of Arizona, in the total amount of $395,352.86. On information and belief, no other Priority Unsecured Claims exist. General Unsecured Claims. The remainder of ADOR's Claim, in the amount of $488,444.59, is a General Unsecured Claim and will be treated under Class 10. Aside from the unsecured portion of ADOR's Claim, the Debtor has scheduled, and/or Creditors have asserted, Unsecured Claims against the Debtor in the total approximate amount of $133,000.00. Under the Plan, Class 9 Priority Unsecured Claims are impaired: * Class 9A - IRS Claim. Unless otherwise agreed by the Plan Proponent and the IRS, to the extent the IRS has not already been paid in full,5 it shall receive payment in amount equal to the IRS Claim as Allowed by the Bankruptcy Court on the Distribution Date, or as soon thereafter as practicable, from the Liquidating Trust. * Class 9B - ADOR Priority Claim. Unless otherwise agreed by the Plan Proponent and ADOR, to the extent ADOR has not already been paid in full, it will receive payment in amount equal to the ADOR Priority Claim as Allowed by the Bankruptcy Court on the Distribution Date, or as soon thereafter as practicable, from the Liquidating Trust. * Class 9C - Other Priority Unsecured Claims. Unless otherwise agreed by the Plan Proponent and the Holder of such Priority Unsecured Claim, to the extent such Holder has not already been paid in full, it will receive payment in amount equal to its Claim as Allowed by the Bankruptcy Court on the Distribution Date, or as soon thereafter as practicable, from the Liquidating Trust. * Class 10 General Unsecured Claims are impaired. Unless otherwise agreed by the Plan Proponent and the holder of such Claim, each General Unsecured Claim, which is an Allowed Claim by a Final Order of the Bankruptcy Court, will be paid the pro rata portion out of all General Unsecured Claims up to 100% of the Allowed Amount of the General Unsecured Claim on the Distribution Date, or as soon thereafter as practicable, from the Liquidating Trust. As limited by this Plan, all payments under the Plan which are due on the Distribution Date pursuant to the terms of the Plan will be funded from the Liquidating Trust Assets, and/or any proceeds of same. The Liquidating Trustee may also pay Allowed Administrative Claims, Allowed Administrative Convenience Claims or other payments due on the Effective Date, including but not limited to the expenses of closing the Chapter 11 Case and the Liquidating Trust Expense Reserve, with the Debtor's Cash-on-hand. Any Distributions to Holders of Class 13 Equity Interests will be made pro rata from any excess funds obtained by the Liquidating Trustee through the administration of the Liquidating Trust Assets, based on the amount of each respective Equity Interest, to the extent not already paid. Upon transfer of the Liquidating Trust Assets to the Liquidating Trust, the Liquidating Trustee shall take all actions necessary, including employing Liquidating Trustee Professionals and/or Liquidating Trustee Non-Professionals, in order to market and sell the Liquidating Trust Assets, including the Property. All Excess Proceeds shall be disbursed to the Liquidating Trust and paid out as set forth in the Plan. Attorneys for Brycon Construction, Inc. Benjamin W. Reeves, Esq. SNELL & WILMER L.L.P. 1 East Washington Street, Suite 2700 Phoenix, AZ 85004 Telephone: (602) 382-6000 Facsimile: (602) 382-6070 E-mail: breeves@swlaw.com - and - Jill H. Perrella, Esq. SNELL & WILMER L.L.P. One South Church Avenue, Suite 1500 Tucson, AZ 85701 Telephone: (520) 882-1200 Facsimile: (520) 884-1294 E-mail: jperrella@swlaw.com A copy of the Disclosure Statement dated September 15, 2023, is available at https://tinyurl.ph/BsRlZ from PacerMonitor.com. About Crestwood Hospitality Crestwood Hospitality LLC, operates the Holiday Inn Express & Suites Tucson Mall, an "all suite" hotel built in 2004, pursuant to a license agreement with Holiday Hospitality Franchising, LLC. Crestwood filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 21-03091) on April 23, 2021. In the petition signed by Sukhbinder Khangura, its member and vice president, the Debtor estimated between $1 million and $10 million in assets, and between $10 million and $50 million in liabilities. Judge Brenda Moody Whinery is assigned to the case. Sacks Tierney P.A., is the Debtor's counsel. CWI CHEROKEE: Tri-Cities Solid Waste to Take Over Operations ------------------------------------------------------------ Megan Quinn of Waste Dive reports that an Alabama waste disposal authority plans to assume control of the CWI Cherokee Landfill, which had filed for bankruptcy and had been closed since the end of February due to issues with leachate removal. A federal bankruptcy court ruled on Tuesday, September 12,2023, that the Tri-Cities Solid Waste Disposal Authority can proceed with an asset purchase agreement that would allow it to manage the landfill's daily operations, as well as the operations at the nearby Shoals Transfer Station, according to a court filing. The landfill is in Cherokee, Alabama. The disposal authority plans to use a $23 million bond issue to purchase CWI's assets, and it will also be used to satisfy creditors, according to the court filing. The disposal authority will pay about $3.1 million of the purchase price for guaranteed claims. An additional $580,000 will go toward paying for equipment claims, including to companies such as Caterpillar and Komatsu. Any amount left over after paying these claims will go toward about $1.2 million in "administrative expenses" and other costs. The authority is made up of the cities of Muscle Shoals, Sheffield and Tuscumbia. Before the asset purchase agreement can be finalized, the three cities must agree to back the bonds, local newspaper the Times Daily reported. In February 2023, the Alabama Department of Environmental Management ordered the landfill to close until it could reduce leachate levels in landfill cells and storage tanks, according to The Times Daily. The leachate levels are now considered to be at a point where ADEM is able to inspect the facility to determine if it is in compliance with its solid waste permit. CWI filed for Chapter 11 bankruptcy soon after. At that time, the waste authority also filed a separate suit in an effort to take over the landfill's operations. By signing the purchase agreement, the waste authority takes operational control and will be responsible for any future costs, according to the document. The authority must now work out plans for reopening and operating the facility, and make sure both the landfill and transfer station have enough employees to run effectively. About CWI Cherokee LF CWI Cherokee LF, LLC, is an Atlanta-based company that provides waste treatment and disposal services. CWI Cherokee LF filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-52262) on March 7, 2023, with $10 million to $50 million in both assets and liabilities. Judge Sage M. Sigler oversees the case. John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP, is the Debtor's counsel. DEPENDABLE LAWN: Taps Bach Law Offices as Bankruptcy Counsel ------------------------------------------------------------ Dependable Lawn Care, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Bach Law Offices, Inc. The Debtor requires legal counsel to: (a) prepare a Chapter 11 plan and disclosure statement; (b) represent the Debtor in matters concerning negotiation with creditors; (c) examine and resolve claims filed against the estate; (d) prepare and prosecute adversary matters; and (e) represent the Debtor in matters before the bankruptcy court. The hourly rates of the firm's counsel are as follows: Paul M. Bach $425 Penelope N. Bach $425 The firm received an initial retainer in the amount of $10,000 plus the filing fee of $1,738. Paul Bach, Esq., an attorney at Bach Law Offices, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul M. Bach, Esq. Bach Law Offices, Inc. P.O. Box 1285 Northbrook, IL 60065 Telephone: (847) 564-0808 Facsimile: (847) 564-0985 Email: pnbach@bachoffices.com About Dependable Lawn Care Dependable Lawn Care, Inc. is a lawn and garden service provider based in Blue Island, Ill. Dependable Lawn Care filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11667) on Sept. 1, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Robert D. Walker, president, signed the petition. Judge Deborah L. Thorne oversees the case. Paul M. Bach, Esq., at Bach Law Offices represents the Debtor as bankruptcy counsel. DINARDO LAW: Court OKs Cash Collateral Access Thru Oct 31 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York authorized Joseph DiNardo and the DiNardo Law Firm, P.C. to use cash collateral on an interim basis in accordance with the budget, through October 31, 2023. Equal Access Justice Fund LP and Counsel Financial Services LLC have or claim liens or security interests. As adequate protection for the use of cash collateral, the Secured Creditors are granted "rollover" replacement liens in post-petition assets of the Debtors of the same relative priority and to the same extent and validity and on the same types and kinds of collateral as they possessed pre-petition, as the same may ultimately be determined, to the extent of cash collateral actually used, effective as of the dates of the filings of these cases, without the necessity of any further public filing or other recordation to perfect such liens or security interests. A further hearing on the matter is set for October 30 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=gGann5 from PacerMonitor.com. About DiNardo Law Firm, P.C. DiNardo Law Firm, P.C. provides legal services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.Y. Case No. 23-10865) on September 8, 2023. In the petition signed by Joseph DiNardo, sole shareholder, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Carl L. Bucki oversees the case, Daniel F. Brown, Esq., at Lippes Mathias LLP, represents the Debtor as legal counsel. DIOCESE OF SAN FRANCISCO: Gets OK to Tap Sheppard Mullin as Counsel ------------------------------------------------------------------- The Roman Catholic Archbishop of San Francisco received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Sheppard, Mullin, Richter & Hampton, LLP as co-counsel with Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP. The firm will render these services: (a) advise and assist the Debtor with respect to compliance with the requirements of the United States Trustee; (b) advise the Debtor with respect to its powers and duties; (c) advise the Debtor on the conduct of its bankruptcy case; (d) attend meetings and negotiate with the representatives of creditors and other parties in interest; (e) take all necessary actions to protect and preserve the Debtor's estate; (f) prepare legal papers; (g) make court appearances on behalf of the Debtor; (h) assist the Debtor in the formulation, negotiation, confirmation, and implementation of a Chapter 11 plan and any auction, sale, or other disposition of assets; and (i) take such other action and perform such other services as the Debtor may require in connection with the bankruptcy case and any related proceedings. The firm agrees to offer 20% discount from its normal hourly rates as follows: Ori Katz, Partner $1,084 Alan H. Martin, Partner $956 Jeannie Kim, Associate $756 Ali Lattner, Associate $756 Gianna Segretti, Associate $708 Koray Erbasi, Associate $560 In addition, the firm will seek reimbursement for expenses incurred. Ori Katz, Esq., a partner at Sheppard, Mullin, Richter & Hampton, 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: Ori Katz, Esq. Alan H. Martin, Esq. Sheppard, Mullin, Richter & Hampton LLP Four Embarcadero Center, 17th Floor San Francisco, CA 94111-4109 Telephone: (415) 434-9100 Facsimile: (415) 434-3947 Email: okatz@sheppardmullin.com amartin@sheppardmullin.com About Archbishop of San Francisco The Roman Catholic Archbishop of San Francisco filed Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-30564) on Aug. 21, 2023, with $100 million to $500 million in both assets and liabilities. Judge Dennis Montali oversees the case. The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP and Sheppard, Mullin, Richter & Hampton LLP as counsel. DIVERSIFIED HEALTHCARE: Investor Urges Board to Explore Sales ------------------------------------------------------------- Flat Footed LLC filed Amendment No. 4 to its Schedule 13D with the Securities and Exchange Commission to report that on September 18, 2023, it sent a letter to the Board of Trustees of Diversified Healthcare Trust. The letter expressed Flat Footed's belief that the company would benefit from a better alignment of interests with its outside manager, The RMR Group, concerning targeted asset sales to improve liquidity. Flat Footed supports the idea of a warrant program or similar arrangement to reward RMR for successfully achieving these goals. Additionally, it reports a third party expressing interest in acquiring certain assets of the company, including its medical office and life science buildings. However, Flat Footed does not have further details and encourages the Board to explore these proposals. Flat Footed beneficially owns 23,487,000 common shares of Diversified Healthcare Trust, representing approximately 9.8% of the class. Marc Andersen, as the Managing Member of Flat Footed, is also deemed to beneficially own the same number of shares. About Diversifed Healthcare Trust Diversifed Healthcare Trust is a real estate investment trust, that owns senior living communities, medical office, and life science buildings and wellness centers throughout the United States. DHC is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, MA. Moody's Investors Service has downgraded Diversified Healthcare Trust's ("DHC") ratings. These include the Corporate Family Rating to Ca from Caa3, its senior unsecured guaranteed notes to Ca from Caa3, and its senior unsecured notes to C from Ca. The rating outlook is stable. Previously, the ratings were on review for upgrade. Moody's did not take action on the REIT's Speculative Grade Liquidity (SGL) Rating, which remains at SGL-4, indicating weak liquidity. The actions follow the announcement that DHC and Office Properties Income Trust, an affiliate REIT with whom DHC shares an external manager, have mutually decided to terminate their merger agreement. Moody's believes DHC now has limited options as it seeks to refinance $700 million of debt that comes due in early 2024. The ratings downgrade reflect DHC's weak liquidity, Moody's view that its capital structure is unsustainable, and that the probability of a major financial restructuring is high. This could include a bankruptcy or transactions which Moody's would view as a distressed exchange, and hence a default. In the event of a restructuring, Moody's expects that the recovery rates for the REIT's unsecured debt will be low given the mixed quality of the unencumbered asset pool. DXP ENTERPRISES: Moody's Rates New Sr. Secured Term Loan 'B2' ------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to DXP Enterprises Inc's new senior secured term loan B. Its existing ratings, including the B1 Corporate Family Rating and B1-PD Probability of Default Rating are unchanged. The SGL-2 Speculative Grade Liquidity Rating also remains unchanged. The outlook is stable. The company has announced plans to enter into a new $550 million term loan agreement to refinance its existing term loan B and add -$125 million of cash (before fees) to its balance sheet. The additional cash will be used to finance acquisitions and for general corporate purposes. "Moody's expects DXP's credit metrics to remain supportive of the B1 CFR and stable outlook, even with the additional debt," stated James Wilkins, Moody's Vice President - Senior Analyst. "The company's earnings have grown substantially in 2023 and potential acquisitions funded with DXP's cash could contribute to further earnings growth." RATINGS RATIONALE DXP's new senior secured term loan B due 2030 is rated B2, one notch below the CFR, reflecting the lower priority of its claim relative to the borrowings under the ABL revolving credit facility. In a distressed scenario the collateral available to term loan lenders likely will not be sufficient to cover the principal amount of the loan. Accordingly, Moody's believes the B2 rating on the term loan is more appropriate than the rating suggested by Moody's Loss Given Default for Speculative-Grade Companies methodology. The B2 rating of the company's existing term loan due 2027 will be withdrawn following its repayment. DXP's B1 CFR reflects its high exposure to cyclical end markets, modest scale for a distribution company with competitors having greater resources, single digit operating margins (driven by its distribution business model) and a history of acquisitions. The company's operating results have improved in 2022-2023 with organic growth and acquisitions contributing to higher revenue as well as improvement in profit margins to levels surpassing pre-COVID pandemic margins. The earnings improvement allows the company to take on additional debt and maintain credit metrics supportive of the B1 CFR. However, Moody's expects funding from the new, larger term loan will be invested such that it generates additional cash flow growth funding acquisitions and is not used for additional share repurchases. The company, which has a long history of modest bolt-on acquisitions, made multiple purchases in 2020-2023 that had almost $250 million of revenue at the time of purchase and have expanded DXP's product line and geographic footprint. Historically, it has partially funded acquisitions with equity, limiting the impact on its leverage. The oil & gas, chemical and other industrial markets in North America account for a significant portion of its revenue, even as it has been expanding in other businesses such as water and waste water. The rating has also been supported by moderate leverage and interest coverage credit metrics through industry cycles, the diversity of its customer base and product lines, broad North American presence, positive free cash flow generation through cycles (as a result of low capital expenditure requirements, no common dividend and release of cash from working capital if revenue declines), a steady contractual, fee-based business in the Supply Chain Services segment and broad supplier base. The company's margins do benefit from certain value added activities and gross profit can expand in an inflationary period. Notable terms of the amended term loan facility include the following: Incremental debt capacity up to $100 million plus unlimited amounts subject to a 3.75x Secured Leverage Ratio. No portion of the incremental may be incurred with an earlier maturity than the initial term loans. The credit agreement does not permit the designation of unrestricted subsidiaries, preventing collateral "leakage" to unrestricted subsidiaries. Non-wholly-owned U.S. subsidiaries are required to provide guarantees if the Borrower directly or indirectly owns more than 50% of the U.S. Subsidiary (and it is not otherwise subject to a carve-out). There are no express protective provisions prohibiting an up-tiering transaction. The above are proposed terms and the final terms of the credit agreement may be materially different. The SGL-2 Speculative Grade Liquidity Rating reflects Moody's expectation the company will have good liquidity supported by positive free cash flow through 2024, cash balances following the term loan refinancing and ABL revolving credit facility. The $135 million revolving credit facility is subject to a borrowing base and will be undrawn after DXP increases the term loan. DXP has some seasonality to its cash flows and working capital is typically a use of cash when revenue grows. The company will be subject to two financial covenants -- a maximum net secured leverage ratio under the term loan agreement and a springing fixed charge coverage ratio of 1.0x under the revolving credit facility. Moody's expects the company to remain in compliance with the financial covenants through 2024. The company is required to make principal repayments totaling one percent per year of the term loan principal ($5.5 million per year). DXP has no near-term maturities - the revolver matures in 2027 and the new term loan is due in 2030. The stable outlook reflects Moody's expectation that DXP's business will continue to grow, credit metrics will remain supportive of the B1 CFR and the company will resolve its accounting issues that gave rise to its auditors' opinion that it had material weaknesses in its accounting controls. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade in the company's ratings is constrained by its modest scale. However, an upgrade could be considered if the company's EBITA grew considerably to more than $300 million, operating margin exceeds six percent on a sustained basis, and debt to EBITDA is less than 3.0x. The ratings could be downgraded if revenues decline meaningfully, operating margins fall below 4%, leverage exceeds 4.5x, the company does not produce positive free cash flow or DXP has ongoing issues with its public financial reporting or internal controls. The principal methodology used in this rating was Distribution and Supply Chain Services published in February 2023. DXP Enterprises Inc (NASDAQ: DXPE), headquartered in Houston, TX, is a distributor and service provider to energy industry, food and beverage, and industrial customers. It distributes maintenance, repair, operating (MRO) products and equipment, and provides integrated supply and other services. DXP also assembles rotating equipment packages and engages in limited pump manufacturing. DYNACAST LLC: Credit Suisse AMIFI Marks $597,000 Loan at 24% Off ---------------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $597,000 loan extended to Dynacast International LLC to market at $453,679 or 76% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Dynacast International LLC. The loan accrues interest at a rate of 14.325% (3 mo. USD Term SOFR + 9%) per annum. The loan matures on October 22, 2025. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Dynacast, headquartered in Charlotte, North Carolina, is a global manufacturer of small engineered precision die cast components. EL PASO EDUCATION: Moody's Cuts 2020A Revenue Bonds Rating to Ba2 ----------------------------------------------------------------- Moody's Investors Service has downgraded the underlying rating of El Paso Education Initiative, Inc., TX's outstanding Arlington Higher Education Finance Corp., TX Education Revenue Bonds (The El Paso Education Initiative, Inc.), Series 2020A to Ba2 from Baa3. The school has approximately $19.5 million in revenue bonds outstanding. The outlook was changed to negative from stable. RATINGS RATIONALE The downgrade to Ba2 from Baa3 reflects El Paso Education Initiative, Inc., TX's (EPEI) unexpected weakening of financial performance that is projected to result in below sum-sufficient debt service coverage for the recently concluded 2023 fiscal year, an event of default under the loan agreement. Additionally, days cash on hand is projected to fall below the covenant requirement of 45 days. Significant financial deterioration, material audit findings citing deficiency of internal controls, and potential covenant breaches are material governance considerations driving the downgrade. Management attributes the financial decline to several one-time expenses stemming from capital projects, bus purchases, and litigation regarding the school's exercise of its purchase option on the Vista Del Futuro facility. Positively, the school's competitive profile remains satisfactory as demonstrated by enrollment growth reported for fiscal 2024 and solid academic performance relative to peers, though the waitlist is weak, and matriculation through the system is inconsistent. EPEI's charter renewal risk is viewed favorably given Burnham Woods charter contract extends through July 2026 and the Vista Del Futuro contract was recently renewed for a ten-year period through July 2033. RATING OUTLOOK The negative outlook reflects the expectation of weak financial performance over the next few years amid uncertainty of management's ability to balance operations and rebuild debt service coverage and liquidity. Inability to balance operations and meet covenant requirements will result in further downward rating action. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Significant strengthening of debt service coverage and operating liquidity well above covenant requirements -- Moderation of the school's leverage profile FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Inability to balance operations and meet covenant requirements -- Additional coverage and/or liquidity decline beyond current projections -- Failure to maintain enrollment or trend of material enrollment declines LEGAL SECURITY El Paso Education Initiative's outstanding education revenue bonds are special, limited obligation of the Arlington Higher Education Finance Corporation and payable solely from payments to be made by El Paso Education Initiative, Inc. (the Company) pursuant to the Loan Agreement and related trust indentures. The Company's principal source of revenue is state funding derived from its charter school operations. The Company also executed a Deed of Trust mortgaging the schools operating under the Burnham Charter School banner; Vista Del Futuro is a leased facility and not included in the Deed of Trust. PROFILE El Paso Education Initiative, Inc., TX operates four charter schools under two separate charter contracts consisting of the Howard Burnham Elementary School, the Da Vinci School for Science & the Arts and the Linguistic Academy of El Paso (collectively, the "Burnham Charter Schools") and Vista Del Futuro ("Vista Charter"). The Burnham Charter Schools serve grades Pre-K through 12 under a charter most recently renewed through July 31, 2026. The Vista Del Futuro school serves grades K-12 under a charter most recently renewed through July 31, 2033. METHODOLOGY The principal methodology used in this rating was US Charter Schools published in September 2016. ELITE INVESTMENT: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------- Andrew Asch of The Real Deal reports that Los Angeles developer Elite Investment Management Group has filed for Chapter 11 bankruptcy about a month after it was sued for fraud involving an unfinished Bel Air mansion. The filing gave the location for the company's principal asset as 10710 Chalon Road. In 2018, the Bel Air megamansion project was touted for its stratospheric price of $88 million. The unfinished mansion is the focus of the lawsuit against Elite Investment in Los Angeles Superior Court. The voluntary bankruptcy, filed September 5, 2023, is intended to protect the company from creditors. It gave an estimated value of assets from $10 million to $50 million, with estimated liabilities in the same range. A telephonic meeting for creditors is scheduled for October 4, 2023. They include a trade debt for $18,059 from finance company First Insurance Funding. There's also a debt for about $260 from cable carrier Spectrum and a debt for $216 from a fitness equipment company The Dumbell Man. It wasn't clear from the filing if more creditors were going to be added. An email and a phone call to Elite Investment Management Group’s attorney requesting comment was not returned. The bankruptcy comes on the heels of a lawsuit against Elite Investment Management Group that continues to wind its way through the courts. On November 29, 2023 a case management conference for 932 Irolo LLC v Elite Investment Management Group has been scheduled. The lawsuit centers on the same abandoned construction site at 10710 Chalon Road. In its complaint, 932 Irolo alleges that Elite Investment used loans on the project to pay for separate real estate transactions, “all the while holding Irolo's invested funds hostage, and binding plaintiffs to deeper and deeper debt.” The plaintiff seeks return of its $4.5 million loan, plus $20 million in damages. About Elite Investment Management Group Elite Investment Management Group is engaged in activities related to real estate. Its principal assets are located at 10710 Chalon Rd., in Los Angeles, California. Elite Investment Management Group sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15752) on Sept. 5, 2023. In the petition filed by Jonathan Menlo, as authorized agent, the Debtor reported assets and liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Neil W. Bason handles the case. John N. Tedford, IV, at DANNING, GILL, ISRAEL & KRASNOFF, LLP, is the Debtor's counsel. FRIENDSHIP VILLAGE: Gets $83.1-Mil. Bid Prior to Auction -------------------------------------------------------- Eric Peterson of the Daily Herald reports that a potential buyer of the Friendship Village of Schaumburg retirement community will offer an $83.1 million minimum bid in an Oct. 20 auction planned as part of an ongoing bankruptcy process. The bidder is a limited liability company identified only as IL CCRC LLC in court documents but has a proven record of reliability in the industry, according to Friendship Village President & CEO Mike Flynn. With its bid, the company will fulfill the role of "stalking horse" at the auction to ensure the 60-acre Friendship Village campus is sold for at least that amount. Just as Friendship Village will seek the highest and best offer on Oct. 20, the same criteria was used to establish the bidder as the stalking horse among the proposals received so far, Flynn said. "We wanted to look at their history," he added. "That's critical." Beyond its bid, the company has committed to $15 million in capital improvements if it ends up purchasing Friendship Village, Flynn said. Other bidders can come forward as late as two days before the auction. That's the minimum time required to assess what they bring to the table. The winner of the auction is expected to be named on Nov. 1, with the hope a closing on the 46-year-old community could occur within 60 days. Documents establish Feb. 9 as a backup closing date if circumstances require it. Establishing a stalking horse bidder keeps the process on its intended schedule to close by the end of the year, Flynn said. "I think we're in real good shape at this point," he said. Friendship Village officials have blamed the COVID-19 pandemic for their decision to seek bankruptcy protection. The pandemic halted tours of the community for nearly a year, causing a dip in the typical rate of 8 to 10 sales per month, they said. While Friendship Village has operated under a nonprofit model, much of the bidding interest has come from for-profit companies, Flynn said. Their expectation is that getting the community's residency numbers up again can quickly restore its profitability, he added. Friendship Village is the largest continuing care retirement community in the state and can accommodate up to 1,000 residents. The stalking horse would receive a breakup fee of just over $1 million for the work already done if a another bidder buys Friendship Village. Under its bid, former residents seeking repayment of entrance fees would split a payment of $2 million while current residents would be able to collect on their share over time from $50.1 million of the purchase price. For current residents, 20% of their entrance fee would be repaid within 3 years of the closing, 35% within 6 years, 50% by 9 years, 70% by 12 years, 85% before 15 years and 100% only after 15 years. About Friendship Village of Schaumburg Friendship Village of Schaumburg is a Type B Continuing Care Retirement Community currently consisting of 640 independent living apartments, 28 independent living cottages, 99 assisted living units (including 23 dementia units) and 248 skilled nursing beds. The facility is located in Schaumburg, IL, approximately 30 miles northwest of downtown Chicago. In fiscal 2007, FVS had total revenues of $33.6 million. FVS' disclosure language provides for annual audited financials and quarterly financial statements to be delivered to bondholders. Fitch views FVS' disclosure language favorably. Disclosure to date has been excellent and includes regularly scheduled investor calls. FTX GROUP: Sues SBF's Parents to Recover Millions of Funds ---------------------------------------------------------- Amelia Pollard and Dave Liedtka of Bloomberg News report that the managers of bankrupt crypto exchange FTX sued the parents of co-founder and former Chief Executive Officer Sam Bankman-Fried to "recover millions of dollars in fraudulently transferred and misappropriated funds." Allan Joseph Bankman and Barbara Fried allegedly exploited their access and influence within FTX to "enrich themselves, directly and indirectly, by millions of dollars," at the expense of the debtors and creditors, the company said in a Monday court filing. Bankman-Fried's FTX empire fell apart last November 2022 in what prosecutors say is one of the largest financial frauds in US history. FTX owed customers approximately $8.7 billion when it filed for bankruptcy and about $7 billion in liquid assets have been recovered so far. As a formal employee of an FTX entity, Bankman should have been well-equipped given his legal expertise to identify wrong-doing at the company well before its rapid unraveling, the filing alleges. And in several instances, it appears he chose to ignore clear red flags. Bankman and Fried are renowned legal scholars and taught at Stanford Law School. Bankman is an expert on taxes, while Fried's specialty is ethics. "This is a dangerous attempt to intimidate Joe and Barbara and undermine the jury process just days before their child's trial begins," attorneys representing Bankman and Fried said in a statement. "These claims are completely false." Despite "knowing or blatantly ignoring" that FTX was insolvent or on the brink of insolvency, Bankman and Fried discussed with Bankman-Fried the transfer to them of a $10 million cash gift and a $16.4 million luxury property in the Bahamas, the filing said. The pair also "pushed for tens of millions of dollars in political and charitable contributions." Bankman seemed keenly aware of the company's risk of downfall, according to the filing. He started conversations about how to ensure that assets — including primary residences — were safe from bankruptcy a year before FTX collapsed into Chapter 11. Although Bankman-Fried has claimed that his parents "weren't involved in any of the relevant parts" of the business, the FTX Group was self-described over the years as a "family business," according to the filing. And in the months leading to the company's insolvency, Bankman's role appeared to become only more involved. The filing includes details of spending escapades, particularly by Bankman, who was employed by FTX Philanthropy starting in 2021, according to court papers. In one instance, he gave a former law student a "free trip to France," which included tickets to the Formula 1 Grand Prix, which cost several thousand dollars. Although Fried was not formally employed by the crypto exchange, she too wielded influence over the company's finances. The lawsuit describes her as the "single most influential advisor" over her son and FTX's political contributions. As evidence of that, she had Bankman-Fried give millions to a political action group that she co-founded, court papers show. The adversary proceeding is Alameda Research LLC, et al. v. Allan Joseph Bankman and Barbara Fried, 22-110678, U.S. Bankruptcy Court for the District of Delaware. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GENESEE & WYOMING: Moody's Affirms Ba2 CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Investors Service affirmed the ratings of Genesee & Wyoming Inc. ("G&W"), including the Ba2 corporate family rating, the Ba2-PD probability of default rating and the Ba2 rating on the company's senior secured credit facilities. The outlook remains stable. The affirmation of the ratings reflects Moody's expectation that G&W's operating performance will continue to improve over the next 12 months from a rebound in freight volumes and pricing expected in 2024. Moody's also expects G&W to maintain its good profit margins. Despite the slow progress in deleveraging, Moody's expects debt-to-EBITDA to improve to about 4.0x by the end of 2024. RATING RATIONALE The rating reflects G&W's position as the largest operator of short line freight railroads in North America and the second-largest freight rail company in the UK. The company's 111 short line railroads in North America connect with the networks of the larger US Class 1 railroads, thus acting as an essential extension of the national rail infrastructure for local origination and destination traffic. Moody's expects EBITDA margin of about 30% in 2023 as the company continues with its OnePlan program to lower its cost structure and improve operational efficiencies. The company also benefits from a diverse freight revenue mix, which has no single commodity representing more than 12% of revenue. Financial leverage is high with debt-to-LTM EBITDA at 4.7 times as of June 30 2023, which limits the ability to absorb significant negative developments at the current rating level. However, through a combination of programs to lower costs from its OnePlan and higher freight volumes and pricing anticipated in 2024, debt-to-EBITDA is expected to improve to about 4.0 times. The stable outlook is predicated on Moody's expectation of stable freight volume for the remainder of 2023, and higher demand in 2024. The EBITA margin will gradually improve as the company benefits from a favorable pricing environment, good cost control and restructuring initiatives. Moody's also expects the company to continue its progress in deleveraging below 4 times. G&W is expected to maintain adequate liquidity. Moody's expects liquidity to be more than ample to meet short term funding needs. The company had a cash balance of $83 million and $291 million available on its $400 million revolving credit facility as of June 2023. Moody's anticipates free cash flow to be about $45 million over the next 12 to 18 months due to sustained high capital spending, including growth capital investments and shareholder dividends. The company's revolving credit facility expires in December of 2024. Environmental, Social and Governance (ESG) considerations have a limited impact on the current rating. G&W's primary risk is its governance risk that is characterized by a financial strategy that allows for substantial shareholder distributions. The company is exposed to environmental risks related to the extensive use of diesel-powered locomotives and the potential costs of adhering to increasingly strict regulatory requirements, and social risks related to health and safety of employees, responsible production (public rail crossings) and human capital (workforce is about 45% unionized). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded with EBITA margin approaching 25%. The company would also have to maintain a conservative financial policy including sustaining debt-to-EBITDA of less than 3.0x, while prudently executing acquisitions and shareholder distribution. The rating could be downgraded if the company experiences end-market weaknesses resulting in revenue and operating margin declines or adopts a more aggressive financial policy, including large debt financed acquisitions or shareholder distributions. More specifically, the rating could be downgraded if the company is unable to demonstrate steady progress in lowering debt-to-EBITDA to less than 4 times or if (FFO+interest)/interest expense is not maintained above 5 times. An expectation of sustained negative free cash flow after dividend distributions could also result in a rating downgrade. The principal methodology used in this rating was Surface Transportation and Logistics published in December 2021. Genesee & Wyoming Inc. is the largest operator of short line freight railroads in North America. The company owns or leases more than 100 short line and regional freight railroads with more than 13,000 track miles, serving 43 US states and four Canadian provinces. In addition, Genesee & Wyoming operates the largest rail maritime intermodal company in the U.K. and the second-largest freight rail company. It also has rail freight operations in continental Europe. Genesee & Wyoming is owned by Brookfield Infrastructure and GIC. GENESIS GLOBAL: Winds Down Cryptocurrency Trading Services of GGC ----------------------------------------------------------------- Turner Wright of CoinTelegraph reports that crypto lending firm Genesis, a subsidiary of Digital Currency Group (DCG), will stop offering spot and derivatives trading for crypto assets through its British Virgin Islands unit. According to a September 14, 2023 statement from a Genesis spokesperson, the firm will "voluntarily and for business reasons" wind down its digital asset trading services through all of its entities. Genesis had been offering trading services through its Genesis Global Capital (GGC) international arm in the British Virgin Islands. The move follows Genesis Global Trading — a firm also affiliated with DCG but not subject to the same bankruptcy proceedings as Genesis Global Capital — announcing in January it would eliminate its crypto spot trading services under similar circumstances, i.e., “voluntarily and for business reasons.” GGC’s international arm had still been offering spot and derivatives trading at the time. GGC halted withdrawals in November 2022, citing "unprecedented market turmoil" at the time. Reports from January 2023 suggested the firm could have laid off as much as 30% of its staff before it filed for Chapter 11 bankruptcy protection in New York. The Securities and Exchange Commission charged both cryptocurrency exchange Gemini and Genesis for offering unregistered securities through Gemini's Earn program. The bankruptcy, legal and regulatory entanglements between the various DCG subsidiaries and crypto firms — DCG is also the parent company of Grayscale Investments — have made waves in the space in the last 2022. Genesis blamed its collapse on Three Arrows Capital and reported it had suffered losses following the failure of crypto exchange FTX. In August 2023, DCG announced it had reached an "agreement in principle" with Genesis allowing creditors to recover the majority of their funds. However, Genesis lenders later described the deal as "wholly insufficient" — the firm reportedly owes roughly $3.5 billion to its top 50 creditors. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GRAN TIERRA: Trafigura Cuts Loan Commitment to $50MM ---------------------------------------------------- Gran Tierra Energy Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that it entered into a second amended and restated facility agreement with Trafigura PTE Ltd., along with its subsidiaries, Gran Tierra Energy Colombia GmbH and Gran Tierra Operations Colombia GmbH. The amendment adjusts the initial commitment of US$100 million to US$50 million while maintaining the potential option of up to an additional US$50 million, subject to approval by the lender. Moreover, the availability period for this facility has been extended until December 31, 2023. The collateral, interest rate, commitment fee, and repayment terms for the credit facility remain unchanged following the amendment. Importantly, as of September 19, 2023, no funds have been drawn from this amended credit facility. Gran Tierra Energy Inc. intends to use the credit to finance part of the cash consideration for the exchange of its 2025 Senior Notes and cover the remaining amount with existing cash reserves. In conjunction with this credit facility amendment, Gran Tierra Energy Inc. initiated private exchange offers and consent solicitations. These offers are extended to Eligible Holders, defined in the press release, for its outstanding 6.25% Senior Notes due 2025 and 7.75% Senior Notes due 2027. These notes were originally issued by Gran Tierra Energy International Holdings Ltd., a subsidiary of Gran Tierra Energy Inc., and the company itself, respectively. Under the exchange offers, eligible holders of the existing notes are invited to exchange them for newly issued 9.5% Senior Secured Amortizing Notes due 2029. The terms and conditions for this exchange are outlined in a confidential exchange offer memorandum and consent solicitation statement dated September 19, 2023. The companies' obligations to accept existing notes tendered and consents delivered are subject to specific conditions outlined in the exchange offer memorandum. These conditions include the non-occurrence of certain events that might impede the offers and receiving valid tenders representing at least 50% of the outstanding principal amount of each series of existing notes. The exchange offers and consent solicitations are set to expire on October 18, 2023, at 5:00 p.m. New York City time, unless extended or terminated earlier. However, eligible holders who participate before the Early Participation Deadline on October 2, 2023, stand to receive more favorable terms for their existing notes. About Gran Tierra Energy Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Colombia and Ecuador. As of June 30, 2023, Gran Tierra Energy, has $1,309,365,000 in total assets and $921,947,000 in total liabilities. In September 2023, S&P Global Ratings affirmed its 'B' issuer credit rating on Colombia-based oil and gas producer Gran Tierra Energy Inc. (GTE) and assigned its 'B' issue-level rating to its proposed amortizing senior secured bond due 2029. S&P also placed its 'B' issue-level rating on the company's senior unsecured debt on Credit Watch with negative implications given the higher risk of subordination in the next 90 days. The positive outlook on GTE continues to reflect that S&P expects its production to increase towards 35,000 barrels of oil equivalent per day (boepd) in the next 12 to 18 months, while it benefits from rising crude oil prices and keeps leverage below 2.0x. Also in September 2023, Fitch Ratings assigned 'B'/'RR4' ratings to Gran Tierra Energy Inc.'s (GTE) proposed issuance of up to USD540 million of amortizing senior secured notes due in 2029. Net debt proceeds will be used to exchange any and all the outstanding 6.25% senior unsecured notes due 2025 issued by Gran Tierra Energy International Holdings Ltd. and 7.75% senior unsecured notes due 2027 issued by Gran Tierra Energy Inc. GSS18 LLC: Seeks to Hire Florida Bankruptcy Group as Legal Counsel ------------------------------------------------------------------ GSS18, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the law firm of Florida Bankruptcy Group, LLC. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal documents; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. Kevin Gleason, Esq., an attorney at Florida Bankruptcy Group, 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 through: Kevin C. Gleason, Esq. Florida Bankruptcy Group, LLC 4121 N. 31st Avenue Hollywood, Fl 33021 Telephone: (954) 893-7670 Facsimile: (954) 252-2540 Email: bankruptcylawyer@aol.com About GSS18 LLC GSS18, LLC is an owner and landlord of a single residential unit in Surfside, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-15358) on July 9, 2023, with $1,500,000 in assets and $4,278,345 in liabilities. Liora Thause, managing member, signed the petition. Judge Laurel M. Isicoff oversees the case. Kevin Christopher Gleason, Esq., at Florida Bankruptcy Group, LLC is the Debtor's legal counsel. HELLO LIVINGSTON: To Seek Plan Confirmation on Nov. 21 ------------------------------------------------------ Judge Sean H. Lane has entered an order approving the First Amended Disclosure Statement of Hello Livingston Extended LLC. The hearing to consider confirmation of the Plan shall commence on November 21, 2023 at 10:00 a.m. (Prevailing Eastern Time), or as soon thereafter as counsel can be heard, before the Honorable Sean H. Lane, United States Bankruptcy Judge, in Room TBA at the United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York 10601. The deadline for filing and serving objections to confirmation of the Plan will be November 14, 2023 at 4:00 p.m. (Prevailing Eastern Time). To be counted, Ballots for accepting or rejecting the Plan must be actually received by the Balloting Agent on or before 5:00 p.m. (Prevailing Eastern Time) on November 14, 2023. The Balloting Agent must file its voting certification on or before November 17, 2023. The holders of Claims in Class 2 are not impaired and shall be deemed to have accepted the Plan. The Debtor is not required to solicit votes on the Plan from the holders of Claims in Class 2 and Interests in Class 5. About Hello Livingston Extended Hello Livingston Extended, LLC, is the fee owner of a property located at 291 Livingston St., Brooklyn, N.Y., valued at $29.5 million. Hello Livingston Extended filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22422) on June 2, 2023. In the petition filed by its chief restructuring officer, David Goldwasser, the Debtor disclosed $29,500,000 in total assets and $37,034,732 in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Robert L. Rattet, Esq., and Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP, as bankruptcy attorneys. HONEY RUN: Seeks to Hire Dunham Hildebrand as Bankruptcy Counsel ---------------------------------------------------------------- Honey Run Villas, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand, PLLC. The Debtor requires legal counsel to: (a) give advice with respect to the rights, powers and duties of the Debtor in the management of its property; (b) investigate and, if necessary, institute legal action on behalf of the Debtor to collect and recover assets of its estate; (c) prepare all necessary pleadings, orders, and reports with respect to this proceeding and to render all other necessary or proper legal services; (d) assist and counsel the Debtor in the preparation, presentation, and confirmation of its disclosure statements and plans of reorganization; (e) represent the Debtor as may be necessary to protect its interests; and (f) perform all other legal services that may be necessary and appropriate in the general administration of the Debtor's estate. The hourly rates of the firm's counsel and staff as follows: Attorneys $300 - $450 Paralegals $150 In addition, the firm will seek reimbursement for expenses incurred. The firm received a total of $10,000 as a retainer from the Debtor. Gray Waldron, Esq., an attorney at Dunham Hildebrand, 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: Gray Waldron, Esq. Dunham Hildebrand, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Telephone: (629) 777-6519 Email: gray@dhnashville.com About Honey Run Villas Honey Run Villas, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03320) on Sept. 13, 2023, with $137,113 in total assets and $2,574,987 in total liabilities. Jeremy Leggo, member, signed the petition. Judge Charles M. Walker oversees the case. Gray Waldron, Esq., at Dunham Hildebrand, PLLC is the Debtor's legal counsel. HOODSTOCK ENTERPRISES: Taps Motschenbacher & Blattner as Counsel ---------------------------------------------------------------- Hoodstock Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Motschenbacher & Blattner, LLP. The Debtor requires legal counsel to: (a) give advice with regard to the rights, powers and duties of the Debtor; (b) consult with the Debtor concerning the administration of its Chapter 11 case; (c) investigate and, if appropriate, prosecute on behalf of the estate claims and causes of action belonging to the estate; (d) advise the Debtor concerning alternatives for restructuring its debts and financial affairs pursuant to a plan or, if appropriate, liquidate its assets; and (e) prepare the bankruptcy schedules, statements and lists required to be filed by the Debtor under the Bankruptcy Code and applicable procedural rules. The hourly rates of the firm's counsel and staff are as follows: Nicholas J. Henderson, Partner $495 Troy G. Sexton, Associate $375 Sean Glinka, Associate $375 Legal Assistants, Legal Assistant $85 Mr. Henderson 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: Nicholas J. Henderson, Esq. Motschenbacher & Blattner LLP 117 SW Taylor Street, Suite 300 Portland, OR 97204 Telephone: (503) 417-0508 Facsimile: (503) 417-0528 Email: nhenderson@portlaw.com About Hoodstock Enterprises Hoodstock Enterprises, LLC filed Chapter 11 petition (Bankr. D. Ore. Case No. 23-31080) on May 14, 2023, with $1 million to $10 million in assets and $100,001 to $500,000 in liabilities. Judge Teresa H. Pearson oversees the case. Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP, is the Debtor's legal counsel. HORNBLOWER SUB: Credit Suisse AMIFI Marks $523,000 Loan at 51% Off ------------------------------------------------------------------ Credit Suisse Asset Management Income Fund, Inc has marked its $523,000 loan extended to Hornblower Sub LLC to market at $255,021 or 49% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Hornblower Sub LLC. The loan accrues interest at a rate of 10.481% (3 mo. USD LIBOR + 4.500%) per annum. The loan matures on April 27, 2025. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Hornblower Sub, LLC is a charter yacht and public dining cruise operator. HOVNANIAN ENTERPRISES: S&P Rates Secured 1.125-Lien Notes 'B+' -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '1' recovery rating to Hovnanian Enterprises Inc.'s $225 million 8% senior secured 1.125-lien notes due 2028 and its 'B' issue-level rating and '2' recovery rating to the company's $430 million 11.75% senior secured 1.25-lien notes due 2029. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a default. At the same time, S&P lowered its issue-level rating on Hovnanian's existing 1.25-lien notes to 'B' from 'B+' due to their diminished asset coverage from our estimated enterprise recovery value. The notes will be issued through subsidiary K. Hovnanian Enterprises Inc. S&P expects the company will use the proceeds from the notes to redeem its outstanding secured debt, including its 1.125-lien notes due 2026, 1.25-lien notes due 2026, 1.5-lien notes, and 10% senior secured 1.75-lien notes due 2026. $91 million of Hovnanian's 13.5% senior unsecured notes due 2026, $81 million of its 10.0% 1.75-lien term loan due 2028 (not rated), $40 million of 5% senior unsecured term loan due 2027, and $90 million of 5% senior unsecured noted due 2040 will remain outstanding following the close of the transaction. Although S&P views the refinancing and the extension of its average maturity positively, its 'B-' issuer credit rating and stable outlook on Hovnanian Enterprises Inc. are unchanged. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P rates Hovnanian's $225 million 8% senior secured 1.125-lien notes due 2028 'B+' with a '1' recovery rating, indicating its expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. -- S&P rates Hovnanian's $430 million 11.75% senior secured 1.125-lien notes due 2029 'B' with a '2' recovery rating, indicating its expectation for very high (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. -- S&P rates the company's 5% unsecured term loan due 2027, 13.5% unsecured notes due 2026, and 5% unsecured notes due 2040 'CCC' with a '6' recovery rating, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. -- S&P rates the series A preferred debt 'CCC-', in line with its notching criteria, because S&P considers it to be subordinated, given that it ranks junior to all of the other debt in the company's capital structure. Simulated default assumptions -- S&P's simulated default scenario assumes a 2025 default because a deep U.S. economic recession reverses the recent housing recovery and volume and housing prices revert to their recent trough levels. -- S&P's recovery analysis assumes that 85% of the company's $125 million revolver would be drawn in a hypothetical default scenario. Simplified waterfall -- Gross recovery value: $647.3 million -- Administrative costs (5%): $32.4 million -- Net recovery value: $614.9 million -- Priority claims: $103.9 million -- Total collateral value available to first-lien debt: $511.1 million -- Total first-lien debt: $234 million --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total collateral value available to second-lien debt: $277.1 million -- Total second-lien debt: $349.4 million --Recovery expectations: 70%-90% (rounded estimate: 75%) -- Total senior unsecured claims: $257.4 million -- Total unsecured claims: $414.8 million --Recovery expectations: 0%-10% (rounded estimate: 0%) -- Pari passu secured (deficiency) claims: $284.6 million Note: All debt claims include an assumed six months of accrued but unpaid interest. INFOW LLC: Jones Defends $100K Monthly Lifestyle During Bankruptcy ------------------------------------------------------------------ Martin Z. Braun of Bloomberg News reports that right-wing conspiracy theorist Alex Jones defended criticisms of "opulent" spending habits during his bankruptcy, arguing that his creditors have cherry-picked a recent high-spending month to "distort the public's perception" of his actions. Jones, who hosts the radio and video talk show Infowars, said his expenses "may be somewhat higher than the average American," but argued that his job duties "in an unconventional industry" require "additional support and costs that the average working American would not incur." He accused critics of his spending of trying to push him off the air. His statements, filed Monday in the US Bankruptcy Court for the Southern District of Texas, come as families of victims slain in the 2012 Sandy Hook Elementary School shooting seek to collect nearly $1.4 billion in damages Jones was ordered to pay them. A committee of his tort creditors in late August told the bankruptcy court that Jones' spending has accelerated in recent months—growing to more than $93,000 in expenses in July. Jones has spent more than $740,000 on assets not protected by bankruptcy since his December Chapter 11 filing, the creditor group said. His July spending included $7,900 on housekeeping, $15,184 in prenuptial payments to his wife, $6,302 in maintenance and taxes for his vacation lake house, and $6,338 on meals and entertainment, according to court papers. Juries in Connecticut and Texas awarded the damages last year after finding Jones and his Infowars parent company financially liable for spreading lies that the Sandy Hook massacre was a hoax. The bankruptcy court is considering whether he can discharge the debts. Jones on Monday said his July expenses "were neither extraordinary nor exciting other than timing and seasonal fluctuations." He argued that his creditors' attorneys are using a court filing to communicate with a press that is "looking for sensational information and sound bites to support" in an attempt to de-platform him and his company. Creditors last month said Jones is continuing "to enjoy his opulent" lifestyle, while keeping assets not protected by bankruptcy—a majority of which they argued should have been sold shortly after he sought Chapter 11 protection. But Jones argued that he has a duty to maintain his post-bankruptcy obligations. As a "talk show host of celebrity status," he must hire people to help him with household, business, and domestic work in order to carry out his job and maintain his income, he said. Without spending changes, the families said they'll ask the court to seek a preliminary injunction to stop further unnecessary expenses, ask for a trustee to take over Jones' estate, or seek dismissal of his Chapter 11. "This intent to take away the Debtor's First Amendment rights, whether one likes the content of his speech or not, is an inappropriate and unconstitutional use of this Court and the Bankruptcy Code," Jones said. Jones is represented by Crowe & Dunlevy PC and Jordan & Ortiz PC. The unsecured creditors' committee is represented by Akin Gump Strauss Hauer & Feld LLP. The case is Alexander E. Jones, Bankr. S.D. Tex., No. 22-33553, response 9/18/23. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Alexander E. Jones filed for personal bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on Dec. 2, 2022, listing $1 million to $10 million in assets against liabilities of $1 billion to $10 billion in liabilities. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan, and Antonio Ortiz are representing Alex Jones. INFOW: Spent Beyond $93K in July, Haven't Paid Sandy Hook Families ------------------------------------------------------------------ Timothy Bella of The Washington Post reports that Infowars founder Alex Jones spent more than $93,000 in July at a time when families of victims of the mass killing at Sandy Hook Elementary School have yet to receive a dime of the nearly $1.5 billion he owes them, court records show. The right-wing conspiracy theorist spent $93,180 for the month, including thousands of dollars toward payments to his wife, housekeeping, meals and entertainment, according to an Aug. 29 court filing from lawyers of the families obtained by The Washington Post. The family's lawyers say Jones's personal spending in May and June also reflected that he has not taken his legal fees into consideration, as he spent $63,925 and $85,114, respectively. In total, Jones's personal spending between May and July was $242,219. Jones, who has been ordered to pay nearly $1.5 billion to the families after years of saying the 2012 massacre in Newtown, Conn., was a hoax, filed for Chapter 11 bankruptcy in the Southern District of Texas last December 2022. He continues to tell his Infowars audience that he has money problems, urging them to buy his products to support his cause. Jones's personal net worth is around $14 million, according to financial documents filed by Jones and his bankruptcy lawyers. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Alexander E. Jones filed for personal bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on Dec. 2, 2022, listing $1 million to $10 million in assets against liabilities of $1 billion to $10 billion in liabilities. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan, and Antonio Ortiz are representing Alex Jones. INNOVATE CORP: COO Herbst Steps Down Effective Oct. 20 ------------------------------------------------------ INNOVATE Corp. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the Company will cease Chief Operating Officer, Suzi Herbst's employment, effective on or around October 20, 2023. Herbst's resignation is not a result of any disagreement with the Company on any matter relating to its operations, policies, or practices and was determined by mutual agreement. In connection therewith, the Company and Herbst entered into a Separation and Release Agreement on September 21, 2023. Pursuant to the Agreement, the Company paid Herbst the severance payments and benefits described in and subject to the terms of the Company's previously disclosed Executive Severance Guidelines. The full text of the Separation and Release Agreement is available at https://tinyurl.com/2xe6fyf7 About Innovate New York-based Innovate -- www.innovatecorp.com -- is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. The Company seeks to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. As of Dec. 31, 2021, the Company's three operating platforms or reportable segments, based on management's organization of the enterprise, are Infrastructure, Life Sciences, and Spectrum, plus its other segment, which includes businesses that do not meet the separately reportable segment thresholds. For the six months ended June 30, 2023, Innovate Corp reported a net loss of $19.7 million compared to a net loss of $28 million for the same period. As of June 30, 2023, the Company had $1.79 billion in total assets and $1.197 billion in total liabilities. As reported by the TCR on May 17, 2023, S&P Global Ratings lowered its issuer credit rating on Innovate Corp. to 'CCC+' from 'B-'. S&P said, "We expect Innovate to maintain less than adequate liquidity over the next 12 months. This reflects our expectation that while the company has enough liquidity to continue operating for the next 12 months, we believe the cushion is very thin and could quickly erode." ITT HOLDINGS: Moody's Rates New $750MM Sr. Secured Term Loan 'Ba2' ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba2 rating to ITT Holdings LLC's (International-Matex Tank Terminals, or IMTT) proposed $750 million seven-year senior secured term loan B. Net proceeds from the offering will be used to refinance the company's existing $650 million senior secured term loan B due in July 2028 and to provide additional liquidity on the company's balance sheet to fund growth project opportunities as they become available. IMTT's existing ratings, including its B2 corporate family rating, and its stable outlook are unchanged. "The Ba2 rating on the new term loan reflects its structurally superior position within the capital structure and the senior secured priority claim to the company's assets in relation to the existing senior unsecured notes" says Thomas Le Guay, a Moody's Vice President. "The potential for additional debt to fund growth projects was factored into the recent downgrade of IMTT's CFR to B2 on September 19, 2023." RATINGS RATIONALE IMTT's B2 CFR reflects the company's meaningful indebtedness, with adjusted debt/EBITDA that will remain elevated at over 7.0x until at least the end of 2024. There is limited scope for deleveraging due to significant planned and prospective investments in clean fuel projects as the company executes on its strategy to decrease its reliance on legacy petroleum products. Riverstone, IMTT's sole shareholder, has demonstrated a comfort level with high leverage since the recapitalization of IMTT in 2021. The $72.8 million distribution to the owner in December 2022 combined with more growth projects materializing has made clear that the high leverage will persist. The risks related to IMTT's concentrated ownership and tolerance for high leverage are a material consideration in the credit rating. IMTT's credit profile also considers its small scale in terms of EBITDA, and modest cyclicality in its utilization rate. IMTT's CFR is supported by the stable nature of its cash flow stemming from its ownership in terminal assets which generate revenue through fixed-fee, take-or-pay contracts with long-standing, creditworthy customers; and the diverse footprint of its asset base, both in terms of geography and bulk liquid products stored. The company's infrastructure is a critical component of North America's hydrocarbon value chain. The company's growth projects are contractually backed, providing clear visibility to cash flow growth, and move the asset base in the direction of clean fuels. The stable outlook reflects Moody's expectation that IMTT's credit metrics will remain supportive of the current rating. Moody's also expects IMTT's steadily growing earnings to slowly improve its credit metrics over the next 12 to 18 months. IMTT's $300 million senior secured revolving credit facility due in February 2028 and the new $750 million senior secured term loan due in 2030 are pari passu to each other and are rated Ba2, three notches above the company's B2 CFR. The ratings on the revolver and the term loan reflect their structurally superior position within the capital structure and the senior secured priority claim to the company's assets in relation to the $1.22 billion senior unsecured notes due in August 2029. The senior unsecured notes are rated B3, one notch below the CFR, reflecting their structurally subordinated position in relation to the company's senior secured credit facility and term loan. The term loan benefits from structural enhancements, including an excess cash flow sweep. IMTT will maintain adequate liquidity. As of June 30, 2023, the company has $112 million of cash and $300 million of availability under its $300 million senior secured revolving credit facility. The new term loan will increase the company's cash by approximately $100 million. The company will rely on its operating cash flow to meet its basic cash needs and will use net proceeds from the new term loan and completed asset sales to cover its planned growth capital spending until 2024. IMTT's credit facility has two financial maintenance covenants including a springing maximum senior secured net leverage ratio of 5x (tested only if the revolver utilization is equal to or greater than 35%) and a minimum debt service coverage ratio of 1.1x. Moody's expects IMTT to maintain good headroom for future compliance with its covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings may be downgraded if the company's leverage significantly increases, interest coverage deteriorates, liquidity weakens or if there are debt funded distributions. Debt/EBITDA sustained above 7.5x or EBITDA/interest sustained below 2.0x could lead to a ratings downgrade. The ratings could be considered for an upgrade if leverage falls below 6.5x debt/EBITDA with higher interest coverage and adequate liquidity. Established in 1939, IMTT owns a portfolio of 16 bulk liquid storage terminals across North America. The company stores and handles refined petroleum products, chemicals, vegetable and tropical oils and renewable products. IMTT's four Lower Mississippi River terminals and its Bayonne facility, the largest independent bulk liquid storage facility in the New York Harbor area, account for the bulk of the company's capacity and revenue. The company also owns assets in Chicago, Quebec, San Francisco, Virginia and other locations. IMTT is wholly-owned by private equity sponsor Riverstone Holdings, LLC. The principal methodology used in this rating was Midstream Energy published in February 2022. ITT HOLDINGS: S&P Downgrades ICR to 'B' on Term Loan B Upsizing --------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on ITT Holdings LLC (IMTT) to 'B' from 'B+', its issue-level rating on the company's senior secured debt to 'BB-' from 'BB', and its issue-level rating on the senior unsecured debt to 'B-' from 'B'. The '1' and '5' recovery ratings on the senior secured debt and senior unsecured debt, respectively, are unchanged. The stable outlook reflects IMTT's supportive business fundamentals, including high utilization and favorable rates at the company's storage facilities. S&P said, "We lowered our rating on IMTT due to the company's expected persistent high leverage. IMTT is currently in the process of extending the maturity of its TLB to 2030 and increasing the notional principal by $100 million to $750 million. We view the TLB upsizing as an indication that IMTT is unlikely to pursue active deleveraging. Combined with the loss of revenue from its Gretna facility, this will result in debt to EBITDA remaining above 8x in 2023 and 2024. This elevated leverage metric is weaker than that of other similarly rated midstream peers, and exposes IMTT to higher default risks when storage rates and utilization rates come under pressure. "Although we expect IMTT will generate about $100 million from the sale of land in Bayonne, N.J., we now believe the proceeds of the sale will likely be used to fund growth capital expenditure (capex). In addition, IMTT has $112 million of cash on hand as of June 30, 2023, but we believe the cash will also be used for growth capex or distribution rather than debt reduction. Therefore, we have excluded this cash amount from our debt-to-EBITDA calculation." Favorable business fundamentals are not sufficient to offset the increasing leverage. Utilization reached above 90% in the first half of 2023. This stronger utilization is attributable to increased utilization in St. Rose and Bayonne of legacy petroleum products; continued tailwinds for renewable fuel and feedstock storage across the Lower Mississippi River Region; and the impact of the sales of the two satellite properties in Bayonne and the Savannah terminals, which had lower utilization rates compared with the remainder of the company's assets. S&P said, "Therefore, we expect 2023 revenue and EBITDA will likely meet our base-case forecast. In addition, IMTT has been shifting its product exposure away from petroleum, and more than half of its revenue is expected to be nonpetroleum products by year-end 2023." Despite the high utilization and favorable storage rates, cash flow will be lower in 2023 due to the loss of revenue from the Gretna facility. Although there are various growth projects that will come online in 2023, we forecast the operating cash will only return to 2022 levels by 2026. Therefore, IMTT's solid operating performance so far does not sufficiently offset the increasing leverage in 2023 and 2024. S&P said, "The stable outlook reflects our view that the company will maintain consolidated debt to EBITDA in the 7.5x-8.5x range from 2024 onward. Our base-case scenario assumes that IMTT will maintain utilization at about 90% while expiring contracts are renewed and extended at market rates. "We could consider a negative rating action if utilization or market rates fell materially, or if demand for IMTT's services deteriorated such that the company could not renew contracts. We could also take a negative rating action if we view the capital structure as unsustainable or if there is meaningful deterioration in the company's liquidity profile. "Although unlikely at present, we could consider a positive rating action if consolidated leverage declined such that the company sustained adjusted consolidated debt to EBITDA below 7.5x. This would likely occur if IMTT generated free cash flow and the financial sponsor prioritized debt repayment before equity distributions and growth spending. Any upgrade would depend on a view that the sponsor won't releverage the company and cash flow stability won't materially change. "Environmental factors are a moderately negative consideration in our credit rating analysis of IMTT. The company's terminals store various traditional carbon-intensive products such as heavy and residual fuels and gasoline in the U.S. and Canada. These terminals face volumetric risks due to the energy transition, which we think will increasingly affect the company as short- and medium-term contracts mature. IMTT plans to increase its exposure to cleaner fuels over time, mitigating these environmental risks to some extent. Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. We think financial sponsors are more likely to hold these companies for shorter time frames and focus on maximizing shareholder returns." JASON GROUP: Credit Suisse AMIFI Marks $333,000 Loan at 15% Off --------------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $333,000 loan extended to Jason Group, Inc to market at $282,040 or 85% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Jason Group, Inc. The loan accrues interest at a rate of 11.193% (1 mo. USD LIBOR + 2% Cash, 4% Payment in Kind) per annum. The loan matures on August 28, 2025. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Jason Group Inc. is an industrial manufacturer serving diverse end markets. Its products generally fall into two categories: the industrial segment (industrial brushes, buffing wheels and compounds) and engineered products (static and suspension seating for motorcycle, construction, agricultural, lawn and turf-care equipment). The company is owned by pre-petition creditors including Credit Suisse Asset Management, Monomoy Capital Partners, and Angel Island Capital. JFL-TIGER ACQUISITION: Moody's Assigns First Time 'B2' CFR ---------------------------------------------------------- Moody's Investors Service assigned first-time ratings to JFL-Tiger Acquisition Co., Inc., parent holding company of Heritage-Crystal Clean, Inc. ("HCCI"), including a B2 corporate family rating and B2-PD probability of default rating. Moody's also assigned a B2 rating to the company's proposed senior secured (first lien) credit facilities, comprising a $600 million term loan and $100 million revolving credit facility. Finally, Moody's assigned a stable outlook. Proceeds from the first lien term loan, along with a $5 million draw on the revolver at transaction close and approximately $586 million in new cash equity, will be used to fund the purchase of HCCI (including the extinguishment of HCCI's existing debt) by private equity firm J.F. Lehman & Company (JFLCO). The transaction is expected to close in the fourth quarter of 2023. RATINGS RATIONALE The ratings reflect HCCI's good market position in the markets for its specialty waste environmental services, benefiting from a national footprint with a facility network, processing capabilities and difficult-to obtain regulatory permits that provide barriers to entry. Demand for services is partly driven by the need for customers to comply with environmental regulations. Steady demand in the Environmental Services ("ES") segment, anchored by contracts with a high customer retention rate (91%), provides a recurring revenue base, tempering volatility impacts of HCCI's other segments. The 2022 acquisition of Patriot Environmental expanded HCCI's Industrial & Field Services ("IFS") operations to the western US while adding wastewater treatment and processing capabilities that increase vertical integration. The IFS business can add volatility to results due to its project-based nature and exposure to cautious customer spending during economic slowdowns, though contracts are often structured under master service agreements. HCCI is exposed to cyclical end markets and susceptible to economic downturns considering its focus on small and mid-sized businesses. The company has modest revenue scale and operates in a competitive landscape with larger players. The company also relies on third party providers for waste disposal, resulting in high tipping fees (20% of COGS). To reduce this cost burden, HCCI is pursuing opportunities to internalize waste, including permits for disposal sites. Exposure to commodity price risk, including a decline in oil prices, and lower base oil demand have contributed to sharply lower profits in the oil recycling business (31% of revenue). A reliance on its single oil re-refinery makes HCCI's earnings susceptible to unplanned plant disruptions. Moody's estimates pro forma debt-to-EBITDA will be 4.6x at the end of 2023 and improve towards 4.2x over the next year, absent any meaningful debt funded transactions. HCCI's credit impact score of CIS-4 indicates its rating is lower than it would have been if ESG risk exposures did not exist. This includes meaningful exposure to governance risk, with higher potential for aggressive financial policies given private equity ownership, including the material increase in debt and leverage to fund the purchase of the company by JFLCO. The governance risk is tempered by the positive track record and credibility of HCCI's senior management team. The stable outlook reflects Moody's expectation that positive pricing actions and supportive demand driving recurring revenue in the ES segment will help offset volume and margin pressures from weaker economic conditions as well as pricing and supply-demand headwinds in the base oil market. The outlook incorporates Moody's expectation that HCCI will maintain at least adequate liquidity. Liquidity is adequate based on Moody's expectation that modest unrestricted cash will be balanced by ample revolver availability and positive free cash flow over the next year. However, free cash flow will be more moderate than in recent years partly due to a material increase in interest expense with the higher debt load. The new $100 million revolving credit facility will have $5 million drawn at transaction close. The company had approximately $6 million in letters of credit as of June 30, 2023. The new revolver is expected to have a springing first lien net leverage requirement (threshold to be determined), tested when 40% of the revolver commitment is drawn. Moody's deems the testing of the covenant unlikely in the near term. The term loan is not expected to have any financial maintenance covenants. Alternate sources of liquidity are limited given that substantially all assets are pledged to the new senior secured facilities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with prudent scale expansion without weakening margins or profitability, such that Moody's expects debt-to-EBITDA to remain around 4x or lower and EBIT-to-interest sustained at or above 2x. Good liquidity, including the maintenance of ample revolver availability and consistent positive free cash flow to fund the company's growth and diversification, could also support a ratings upgrade. Reduced vulnerability to energy sector/oil prices would also be viewed favorably. The ratings could be downgraded with deteriorating liquidity, including diminishing revolver availability or lower than expected free cash flow, or if debt-to-EBITDA is expected to remain above 5x. A material decline in revenue or no margin expansion or earnings growth, including due to deteriorating business conditions, competitive pressures or inability to manage costs efficiently, could also result in lower ratings. Prioritizing shareholder distributions, especially if funded with debt, or other aggressive financial policies, including meaningful debt financed acquisitions that weaken the metrics, could also result in a ratings downgrade. The principal methodology used in these ratings was Environmental Services and Waste Management published in May 2023. Based on the proposed terms, the senior credit facilities are expected to contain flexible covenants that could adversely affect creditors, including incremental facility capacity up to the greater of $153.6M and 100% of EBITDA plus unlimited amounts subject to 4.2x first lien net leverage (if pari passu secured). Amounts up to the greater of $76.8M and 50% of EBITDA, and any debt incurred in any permitted acquisition or under the incremental incurrence-based component may have an earlier maturity date than the initial term loans. Only wholly-owned subsidiaries are required to provide subsidiary guarantees, posing risks of potential guarantee release following a partial change in ownership. This is subject to protective provisions, which only permit guarantee releases if such transfer is a good faith disposition to a bona fide unaffiliated third party for fair market value and for a bona fide business purpose (all as determined in good faith). The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the unrestricted subsidiaries investments basket capacity, subject to "blocker" provisions. These provisions prohibit the transfer of any critical assets (any property including any intellectual property) that are material, when taken as a whole, to non-guarantors, and prohibit designation of any restricted subsidiary that owns or licenses such critical assets as unrestricted. The credit agreement also provides some limitations on up-tiering transactions. This includes affected lender consent required to any subordination of the liens on a material portion (determined in good faith) of the collateral or the payment priority to any other debt, unless each such lender is offered the opportunity to participate on a pro rata basis. The proposed terms and the final terms of the credit agreement may be materially different. JFL-Tiger Acquisition Co., Inc., through its principal subsidiary Heritage-Crystal Clean, Inc. (HCCI), is a provider of specialty waste environmental services, including the collection, packaging, transportation, recycling, treatment and disposal of hazardous and non-hazardous waste. HCCI provides parts cleaning, containerized waste management and wastewater vacuuming through its Environmental Services segment. The Industrial & Field Services (IFS) segment includes emergency spill response, tank cleaning and remediation services. HCCI also re-refines (recycles) used oil and sells the recycled fuel oil products through its Oil Business segment. Pro forma for the 2022 acquisition of Patriot Environmental, Inc., revenue was approximately $783 million for the twelve months ended June 30, 2023. JFL-Tiger Acquisition Co., Inc. is owned by J.F. Lehman & Company. KENT SEITZ: Gets OK to Hire Blossom Law as Bankruptcy Counsel ------------------------------------------------------------- Kent Seitz, MD, PA received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Blossom Law PLLC to handle its Chapter 11 case. Blossom Law will charge $375 per hour for its services, plus reimbursement of expenses incurred. Rashad Blossom, Esq., an attorney at Blossom Law, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rashad Blossom, Esq. Blossom Law, PLLC 301 S. McDowell St., Suite 1103 Charlotte, NC 28204 Telephone: (704) 256-7766 Facsimile: (704) 486-5952 About Kent Seitz MD PA Kent Seitz, MD PA operates a health care business in Charlotte, N.C. Kent Seitz, MD PA filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30391) on June 19, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Kent Seitz, MD, president, signed the petition. Judge Laura T. Beyer oversees the case. Rashad Blossom, Esq., at Blossom Law, PLLC serves as the Debtor's bankruptcy counsel. KNOT WORLDWIDE: Moody's Rates Amended First Lien Secured Loans 'B2' ------------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to The Knot Worldwide Inc.'s ("The Knot", formerly known as WeddingWire), a leading provider of online wedding services, amended and extended first lien senior secured credit facility, consisting of a new $765 million (including $160 million incremental term loan) first lien term loan B due January 2028 and new $50 million revolving credit facility due October 2028. The proposed changes to the first lien credit facility have no immediate impact on the company's B2 corporate family rating, B2-PD probability of default rating or the stable outlook. The net proceeds from the incremental term loan together with balance sheet cash at closing, will be used to fund a one-time distribution to The Knot's shareholders, which include funds affiliated with Permira Advisers LLC ("sponsor"), management and employees. Moody's expects the terms and conditions on the new credit facility to be relatively similar to the existing debt securities. The new incremental term loan will be pari passu with the existing senior secured term loan and revolver, have the identical issuer and collateral package, and benefit from the same guarantors on a senior secured basis. "Significant increase in leverage negates its past years' deleveraging efforts, compromising cash flow amid increasing economic uncertainty," said Moody's AVP-Analyst Oleg Markin. "Moody's anticipate that an increased cost of debt capital coupled with a rise in corporate tax expense in 2024 and beyond will likely diminish The Knot's cash flow generation prospects over the next 12-18 months, weakening its position within the B2 rating category" added Markin. Moody's projects the company will generate annual free cash flow of about $30-35 million and its free cash flow to debt (Moody's adjusted) will range between 4%-5% in 2024. RATINGS RATIONALE The Knot's B2 CFR is constrained by the company's: (1) highly leveraged debt capital structure at closing, with pro forma debt-to-EBITDA (Moody's adjusted and expensing all capitalized software development costs) of around 7.7 times for the 12-month period ended June 30, 2023; (2) small revenue base; (3) narrowly focused products and services; (4) exposure to cyclical consumer spending and evolving technology changes; and (5) financial sponsor ownership and risk of more aggressive financial strategies. The rating is supported by: (1) its established competitive position; (2) Moody's expectation for revenue and EBITDA growth in the high-single digit percentages over the next 12-18 months; (3) subscription-based revenue model that provides a relatively stable baseline of sales; (4) very good EBITDA margins above 25%; and (5) Moody's expectation of very good liquidity over the next 12-15 months. With this funding, The Knot's pro forma debt-to-EBITDA (Moody's adjusted) as of twelve months ended June 30, 2023 will increase by more than 1.5 turns, to around 7.7 times from 6.1 times. Moody's anticipates that The Knot will maintain organic growth in the high-single digit percentages over the next 12-18 months. Coupled with expected reductions in ongoing investments and one-off expenses, this growth should enable the company to lower its debt-to-EBITDA (Moody's adjusted) to below 6.5 times by the end of 2024. The pace of deleveraging will also depend on future uses of debt for acquisitions or distributions. Moody's adjusted EBITDA-less-capex to-interest expense will remain below 2.0 times over the next 12-18 months given the higher interest costs. The Knot manages its interest rate exposure via hedging. The company has three outstanding interest rate swaps that will expire at the beginning of 2023. Management expects the company to enter into a new hedging arrangement as part of this transaction. The stable outlook reflects Moody's expectation for revenue and EBITDA growth of about 8%-9% over the next 12-18 months, allowing the company to reduce its high pro forma debt-to-EBITDA (Moody's adjusted and expensing all capitalized software development costs) below 6.5 times in 2024. Moody's projects The Knot will maintain very good liquidity, including maintain healthy balance sheet cash and generate free cash flow-to-debt (Moody's adjusted) of at least 4% in 2024. Liquidity Moody's expects The Knot to have very good liquidity over the next 12-15 months. Sources of liquidity consist of approximately $60 million of balance sheet cash at closing, expectation of annual free cash flow of around $30-35 million in 2024, and full availability under its extended $50 million revolving credit facility due October 2028. The size of the revolver is modest relative to annual interest expenses, taxes and capital expenditures. The company's credit agreement includes a springing maximum first-lien net leverage test for the benefit of revolver lenders only, applicable when at least 40% of the facility is drawn and set at 8.1 times. Moody's does not expect the covenant to be triggered over the near term and believe there is ample cushion within the covenant based on Moody's projected earnings levels for the next 12-15 months. Structural Considerations The B2 rating of the company's amended and extended first lien credit facility (including upsized and extended term loan and revolver) is line with company B2 CFR. Because there is a single family of debt, the individual instruments' risk reflects directly the overall corporate risk, captured in the B2 CFR, so the instruments are also rated B2. The credit facility benefits from secured guarantees of the borrower, its parent and its current and future material domestic subsidiaries. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if organic revenue growth prospects are weaker than expected, margin compress, leading to Moody's-adjusted debt to EBITDA sustained above 6.5 times. Downgrade pressure will increase if the company's liquidity deteriorates, including free cash flow-to-debt (Moody's adjusted) is sustained below 3% or financial policies that include debt-financed acquisitions and/or shareholder distributions become more aggressive. The ratings could be upgraded if the company continues to demonstrate significant top-line growth and if Moody's expects that debt-to-EBITDA leverage (Moody's adjusted and expensing all capitalized software development costs) will remain around 5.0 times, while EBITDA-less-capex-to-interest expense (Moody's adjusted) is sustained above 2.5 times. Additionally, the company, given private equity ownership, must demonstrate restraint with regard to debt funded growth initiatives and maintain balanced, predictable financial strategies in order to be considered for an upgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Company Profile The Knot Worldwide Inc., headquartered in Chevy Chase, MD, is a leading provider of online wedding services. In late 2018 Wedding Wire merged with XO Group, the owner of The Knot.com and other brands. Moody's project the company's annual revenue will approach $500 million at the end of 2024. KOACH ENTERPRISE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Koach Enterprise Land, Inc. asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to acquire goods and services necessary for their day-to-day operations. The Debtor also seeks to use $8,000 of cash collateral to pay a commitment fee to borrow $800,000 which will enable debtor to refinance its secured debt and emerge from Chapter 11. The Debtor believes that the value of the estate can be best realized through an orderly reorganization and disposition and through its immediate retention of possession of the property for management purposes. The Lenders are Ettenheim, Ivler and Elmont who have a $820,357 debt encumbering the property valued at $2 million. As adequate protection for the use of cash collateral the Debtors propose to grant the Lenders replacement liens on all post-petition property that is of the same nature and type of each Lenders’ pre-petition collateral, payments of insurance, and later when the claims are clarified and allowed, cash payments: monthly payments at a reasonable interest rate. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=FL6bPh from PacerMonitor.com. The Debtor projects $9,800 in total income for one month. About Koach Enterprise Land, Inc. Koach Enterprise Land, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16438) on August 15, 2023. In the petition signed by Eliahu Abukasis, president, the Debtor disclosed up to $10 million in both assets and liabilities. Joel Aresty, Esq., at Joel M. Aresty PA represents the Debtor as legal counsel. LA FAMILIA: Seeks to Hire Chapman Law Group as Litigation Counsel ----------------------------------------------------------------- La Familia Primary Care, PC seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to employ Chapman Law Group, LLC. The Debtor requires a special litigation counsel to: (a) give advice regarding all aspects of the appeal of the Centers for Medicare and Medicaid Services' decision; (b) perform all legal services required by the Debtor in filing fully adjudicating the appeals of the Centers for Medicare and Medicaid Services determination, decision to pursue the Debtor for repayment thereof, and related matters; (c) perform all other legal services for the Debtor, as required by the relevant court or administrative agency; and (d) any and all other matters that become necessary in the representation of the Debtor through the pendency of the special representation. The hourly rates of the firm's counsel and staff are as follows: Juan C. Santos, Esq. $475 Other Attorneys $200 - $520 Paralegals and Legal Assistants $95 -$250 Prior to the filing of this bankruptcy case, the Debtor paid Chapman Law Group a retainer of $36,450. At the filing of the petition, a total of $6,208.48 remained in the firm's trust account. Juan Santos, Esq., an attorney at Chapman Law Group, 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: Juan C. Santos, Esq. Chapman Law Group LLC 701 Waterford Way, Suite 340 Miami, FL 33126 Telephone: (305) 712-7177 About La Familia Primary Care La Familia Primary Care, P.C. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.M. Case No. 23-10566) on July 19, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Misbah Zmily, president, signed the petition. Judge David T. Thuma oversees the case. The Debtor tapped Shay Meagle, Esq., at Business Law Southwest as bankruptcy counsel and Juan C. Santos, Esq., at Chapman Law Group, LLC as special litigation counsel. LASERSHIP INC: Credit Suisse AMIFI Marks $400,000 Loan at 15% Off ----------------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $400,000 loan extended to LaserShip, Incto market at $300,000 or 85% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual on Report June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to LaserShip, Inc. The loan accrues interest at a rate of 12.693% (3 1 mo. USD LIBOR + 7.500%) per annum. The loan matures on May 7, 2029. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. LaserShip is a regional last-mile delivery company that services the Eastern and Midwest United States. Founded in 1986, LaserShip is based in Vienna, Virginia, and has sorting centers in New Jersey, Ohio, North Carolina, and Florida. LASERSHIP INC: Credit Suisse Marks $795,000 Loan at 17% Off ----------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $795,000 loan extended to LaserShip, Inc to market at $660,221 or 83% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to LaserShip, Inc. The loan accrues interest at a rate of 9.693% (1 mo. USD LIBOR + 4.500%) per annum. The loan matures on May 7, 2028. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. LaserShip is a regional last-mile delivery company that services the Eastern and Midwest United States. Founded in 1986, LaserShip is based in Vienna, Virginia, and has sorting centers in New Jersey, Ohio, North Carolina, and Florida. LEARFIELD: Completes $1.1 Recapitalization to Cut Debt ------------------------------------------------------ Barrett Sports Media reports that Learfield will avoid bankruptcy. The company has completed a $1.1 billion recapitalization to reduce its debt. The move also injects $150 million in equity investment into the company. The company is the rights holder for nearly 200 colleges' radio broadcasts across the country. It was facing over a billion dollars in debt, but the racapitalization reduced that debt to $500 million. With the investment, there is a new group of majority owners. Clearlake Capital Group, Charlesbank Capital Partners and funds managed by Fortress Investment Group will all have equal representation on the new board of directors. Learfield's previous majority owners were Endeavor, Silver Lake and Atairos. They will all maintain a minority stake in the company. About Learfield LEARFIELD is a media, data, and technology services leader in intercollegiate athletics. The company unlocks the value of college sports for brands and fans through an omnichannel platform with innovative content and commerce solutions. LEARFIELD, which does not represent student-athletes, provides services to its partners that include licensing and multimedia sponsorship management; publishing, audio, digital and social media; data analytics; ticketing, ticket sales and development services, and professional concessions expertise; branding; campus-wide business and sponsorship development. LEE & MAIN STREET: Starts Subchapter V Bankruptcy Protection ------------------------------------------------------------ Lee & Main Street LLC filed for Subchapter V bankruptcy protection in the Western District of Virginia. According to court filing, the Debtor reports assets of $1,307,413 and total liabilities of $1,877,184 owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 58, 2023, at 9:00 AM at UST-LA3, TELEPHONIC MEETING. CONFERENCE LINE:1-877-451-9313, PARTICIPANT CODE:9499523. About Lee & Main Street Lee & Main Street LLC owns real property located at 201 S Main St and 105 Lee St Blacksburg, VA consisting of a redevelopment townhouse lots and a building to be remodeled valued at $1.1 million in the aggregate. Lee & Main Street LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 23-70603) on Sept. 8, 2023. In the petition filed by Jonathan Butt, as co-manager/member, the Debtor reports total assets of $1,307,413 and total liabilities of $1,877,184. The Debtor is represented by: Scot Stewart Farthing, Esq. Scot S. Farthing, Attorney at Law, PC 201 S. Main St. Blacksburg, VA 24060 Tel: 276-625-0222 Email: scotf@sfarthinglaw.com LIFEPOINT HEALTH: Moody's Rates New $2BB Secured Term Loan 'B2' --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Lifepoint Health, Inc.'s new $2 billion backed senior secured term loan B due in 2028. There are no changes to the existing ratings including the B3 Corporate Family Rating, the B3-PD Probability of Default Rating, the existing B2 rating on the backed senior secured term loan B, the B2 rating on the senior secured notes, and the Caa2 senior unsecured ratings. The outlook is unchanged at stable. Proceeds from the new $2 billion senior secured term loan B due in 2028 will be used to partially repay Lifepoint Health, Inc.'s existing $3.015 billion senior secured term loan due in 2025, and for general corporate purposes. The new senior secured term loan B will extend the maturity by three years on a portion of Lifepoint's existing debt. The transaction itself is largely leverage neutral, with the exception of some fees paid, but will increase interest expense by roughly $30 million a year. RATINGS RATIONALE Lifepoint's B3 CFR reflects the company's high financial leverage, with debt to EBITDA at 7.9x pro-forma for recent transactions, including the sale leaseback transaction that closed in September 2023. The primary drivers for the spike in financial leverage were a surge in operating expenses including elevated labor costs and increased spending on new facilities associated with acquisitions completed in early 2023. Moody's believes Lifepoint's combination of acute care, rehabilitation and behavioral health translates into a strong organic growth profile with many opportunities for expansion with acute care hospitals serving as referral source to its other business lines. Moody's expects improvement in Lifepoint's leverage and cash flow as labor pressures continue to abate. This reflects declining use of contract labor and changing segment mix with a higher percentage of behavioral health that carries higher margins. Lifepoint's rating is supported by the company's large scale and good geographic diversity. Moody's expects Lifepoint will maintain good liquidity for the next year. The company reported $128 million of cash as of June 30, 2023 which together with revolver availability provides a buffer against negative free cash flow. The company's $800 million ABL revolver (unrated, maturing in January 2028), has about $165 million used and about $60 million of LOCs as of June 30, 2023. Lifepoint recently completed a sale leaseback of a medical office building, which provided $224 million in cash. Moody's anticipates that Lifepoint will generate negative cash flow for the next 12-18 months but that it should improve in 2024. The company's term loan facility ($3.0 billion pro forma for the transaction) and $1.4 billion of senior secured notes are rated B2, one notch higher than the B3 corporate family rating. The notching reflects the secured debt effective subordination to the asset-based revolver which has a first lien on certain accounts receivable. The secured debt benefits from the material level of junior capital provided by the $1.8 billion of unsecured debt. The Caa2 rating on the company's unsecured notes is two notches below the B3 corporate family rating and reflects their effective subordination to a material level of secured debt. In the stable outlook, Moody's forecasts that margins will improve resulting from a lower use of contract labor in 2023 and change in service offering mix with the higher margin behavioral health and rehabilitation segments comprising roughly 20% of revenue pro forma for the recent acquisitions. Moody's also anticipates that capital expenditures will decline as IT upgrades and existing facility improvements are completed. Lifepoint's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. This reflects Lifepoint's exposure to social risk considerations (S-4) and governance risk considerations (G-4). As a healthcare services provider, Lifepoint has exposure to responsible production risk, which considers the company's potential liability related to patient care. In addition, Lifepoint has exposure to human capital, as the company relies on highly specialized labor to provide its services. The company is also exposed to societal and demographic trends such as changes in reimbursement rates by its payors, which include government payors, as well as a push towards reducing overall healthcare costs. Governance risk considerations reflect Lifepoint's exposure to aggressive financial strategy and limited track record since its acquisition of Kindred Healthcare, LLC and subsequent spin-off of Scion Health in December 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could upgrade the ratings if Lifepoint improves profitability and maintains balanced financial policies and good liquidity. Ratings could be upgraded if debt/EBITDA is sustained at 6 times. Moody's could downgrade the ratings if the company's liquidity weakens or if the operating environment weakens significantly including ongoing margin pressure. Ratings could be downgraded if financial policies become more aggressive including debt-financed dividends or leveraging acquisitions. Lifepoint Health, Inc., headquartered in Brentwood, Tennessee, is an operator of general acute care hospitals, community hospitals, regional health systems, physician practices, outpatient centers and post-acute care facilities in non-urban markets. Inclusive of Springstone, the company operates 62 community hospitals in 30 states, approximately 39 rehabilitation facilities and 22 behavioral health hospitals, and 200 outpatient centers under the private ownership of funds affiliated with Apollo Global Management, LLC. Revenues are approximately $9 billion pro forma for acquisitions. The principal methodology used in this rating was Business and Consumer Services published in November 2021. LIFEPOINT HEALTH: S&P Assigns 'B' Rating on New $2BB Term Loan B ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to LifePoint Health Inc.'s proposed $2 billion term loan B. The recovery rating is '3' indicating S&P's expectation for meaningful recovery (50%-70%; rounded estimate 65%) in the event of a default. LifePoint will use the proceeds to repay $2 billion of the $3.015 billion outstanding on its existing term loan B maturing in 2025. This debt issuance will be leverage neutral. S&P said, "Our 'B' issuer credit rating and negative outlook on LifePoint are unaffected by this announcement. Our existing issue-level ratings, including our 'B' issue-level rating and '3' recovery rating on LifePoint's existing senior secured debt and our 'CCC+' issue-level rating and '6' recovery rating on LifePoint's unsecured debt, are also unchanged as a result of the proposed transaction. "Our negative outlook reflects the risk to the rating if LifePoint does not meet our base-case expectation for S&P Global Ratings'-adjusted discretionary cash flow to debt of 2.5%, or if we don't see a viable path for the company to achieve this level. We expect LifePoint will benefit from its investments in its non-acute care businesses, but headwinds facing its acute care business will make it more challenging for it to maintain a credit profile we view as consistent with the current rating. "We expect revenue to increase by about 10% in 2023 (inclusive of the acquisition of Springstone), a low- to mid-single-digit percent rise in the revenue from its existing businesses, and contributions from some de novo additions in its inpatient rehabilitation and behavioral health segments. We also expect margins to increase to about 10% in 2023 and 11%-11.5% in 2024, leading to leverage of about 9.2x in 2023 and 7.7x in 2024, with cash flow improving but still producing a deficit in 2023, with further improvement expected in 2024." ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- LifePoint's proposed capital structure comprises an $800 million asset-based lending (ABL) facility due 2028(not rated), a new $2 billion term loan B due 2028, $1.015 billion of remaining term loan B due 2025, $600 million of senior secured notes due 2027, $800 million of senior secured notes due 2030, $500 million of senior unsecured notes due 2029, and $1.270 billion of senior unsecured notes due 2026. S&P assumes that at the time of default its ABL is 60% drawn. S&P treats the ABL facility as a priority claim. -- S&P values the company on a going-concern basis using a 6x multiple of its projected emergence EBITDA, consistent with our treatment of peers. -- S&P estimates that for the company to default, its EBITDA would have to decline significantly, probably due to reimbursement rate cuts or an increase in its uncompensated care. Simulated default assumptions -- Simulated year of default 2026 -- EBITDA at emergence: $614 million -- EBITDA multiple: 6x Simplified waterfall -- Net emergence value (after 5% administrative costs): $3.500 billion -- Valuation split (obligors/nonobligors): 100%/0% -- First-lien debt: $490 million --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Collateral value available to senior secured lenders: $3.009 billion -- Senior secured notes: $4.517 billion --Recovery expectations: 50%-70% (rounded estimate: 65%) -- Collateral value available to senior unsecured lenders: $0 -- Senior unsecured debt: $3.371 billion --Recovery expectations: 90%-10% (rounded estimate: 0%) LIGADO NETWORKS: Moody's Cuts CFR to Ca & $1BB 2nd Lien Notes to C ------------------------------------------------------------------ Moody's Investors Service has downgraded Ligado Networks LLC's corporate family rating to Ca from Caa2 and probability of default rating to Ca-PD from Caa2-PD given limited balance sheet cash of only $28 million as of June 30, 2023 and uncertain prospects for continued additional supplemental liquidity from existing investors. Further, Ligado's capital structure is highly untenable given cash commitments through June 30, 2024 totaling over $7.5 billion, including $2.9 billion ($4.2 billion including PIK interest accrued) of 15.5% first lien notes due November 1, 2023. With this action Moody's also downgraded those 15.5% first lien notes to Caa3 from Caa1 and Ligado's $1 billion ($1.4 billion including PIK interest accrued) second lien notes due May 1, 2024 to C from Ca. The outlook remains negative. RATINGS RATIONALE With mainly notes and a small term loan aggregating $4.3 billion of debt maturing on November 1, 2023, Ligado will soon confront a very difficult refinancing hurdle. While the company is currently engaged in discussions with certain holders of its first lien debt regarding the terms and conditions of a potential restructuring, the status of these negotiations remain unknown. Moody's believes a reorganization under chapter 11 of the United States Bankruptcy Code is a potential outcome in the near term. Recovery prospects for Ligado's debt holders in a bankruptcy scenario are unclear given limited visibility into revenue inflection under several business growth paths, significant negative free cash flow, very high absolute debt levels and uncertainty as to asset valuation. The company's multi-year business development difficulties have been compounded by objections from government agencies, as well as regulatory delays and industry competitive developments. These external pressures have conspired to negatively impact Ligado's ability to more successfully execute a sustainable business growth plan utilizing its current control of and access to valuable spectrum assets. Moody's views Ligado's liquidity as weak. The company does not currently have a revolving credit facility. Liquidity is critical as Ligado's internally generated cash flow currently cannot cover the company's SG&A and other operating costs. The instrument ratings reflect the probability of default of Ligado, as reflected in the Ca-PD PDR, an average expected family recovery rate of 50% at default, and the loss given default assessment of the debt instruments in the capital structure based on a priority of claims. The first lien notes are rated Caa3, one notch above the Ca CFR, given the loss absorption support provided by the company's second lien notes, which are rated C. The first lien notes benefit from a first priority security interest in substantially all of the existing and future assets of the company and its guarantors, with the exception of security interests in spectrum licenses which are not permitted under the terms of the licenses or applicable law, rules or regulations. The second lien notes are secured on a second priority basis in the same collateral. With the exception of a small amount of "first out" first lien loans (unrated) which the company has issued, the first lien notes have first priority to proceeds received in the event of default or a sale of assets (which can include spectrum licenses), and the second lien notes may not receive any proceeds until 100% of the first lien notes and first lien loans claims has been satisfied. The first lien notes are guaranteed on a senior secured first lien basis by each of the company's existing and future wholly owned domestic and Canadian subsidiaries, and the second lien notes benefit from the same guarantees but on a senior secured second lien basis. The company's 1.5 lien loans (unrated) are secured by a perfected 1.5 priority security interest to the extent legally permissible on substantially all of the assets of Ligado and its subsidiaries, and ranks junior in priority of payments to the first lien notes and loans and senior in priority of payments to the second lien notes. Ligado's environmental, social and governance factors result in a Credit Impact Score of CIS-5, which mainly reflects the company's very aggressive financial strategy and risk management, including operating primarily as a startup business model with negative operating cash flow and limited organic revenue currently. Sustained high debt leverage and dwindling liquidity underscore the critical need for additional and significant capital to stabilize the company's credit profile, meaningfully sustain liquidity and support continued business development efforts and growth potential. Ligado's Board is currently comprised of nine members of which a majority are independent, including the Chairman of the Board. The negative outlook reflects Moody's view that Ligado lacks liquidity to fund internal cash deficits over an extended period of time as it seeks to deploy its business model. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company materially advances its progress on the development of a commercial ecosystem for deployment of its spectrum in public and private networks or otherwise monetizes the spectrum it controls in a manner which demonstrates sustainability of the capital structure. Downward pressure on Ligado's ratings could arise if discussions with government agencies or, separately, with potential business partners fails to meaningfully aid progress on the development of a commercial ecosystem for its spectrum. The principal methodology used in these ratings was Telecommunications Service Providers published in September 2022. Ligado Networks LLC is focused on bringing additional lower mid-band spectrum to market and accelerating the deployment of next generation mobile networks that deliver advanced and innovative connectivity services. Since emerging from bankruptcy on December 7, 2015, the company has been working with the FCC and the global positioning system industry in order to put to use the current 35 MHz of terrestrial spectrum it controls for next-generation services. On April 22, 2020, the FCC unanimously approved Ligado's license modification applications to permit the use of 30 MHz of its L-Band spectrum for terrestrial 5G use. In addition, Ligado has exclusive access to 5 MHz of nationwide spectrum at 1670-1675 MHz that it leases, which is also authorized for terrestrial use. The company's plans include enhancing its MSS offerings for satellite IoT and developing 5G terrestrial public and private network solutions for a diverse customer base supporting key industries within the transportation, public safety, energy, utilities and agriculture sectors. LORDSTOWN MOTORS: Assets Bidding Deadline Extended -------------------------------------------------- Kyle Anderson of 21WFMJ reports that Lordstown Motor Company extended the deadline for bids to purchase its assets in the Delaware Bankruptcy Court. The Company quietly filed the motion on September 12, 2023 extending the deadline for others to make bids on its assets from September 8th until September 18th, and extending other deadlines in their bidding procedures by between one and two weeks. The filing sets the new date for closing of all asset sales at October 31, 2023, a week later than the original closing date of October 24, 2023. LMC began the process of selling its assets after declaring Chapter 11 Bankruptcy in the Delaware Bankruptcy Court back in June 2023. Chapter 11 bankruptcy allows businesses to sell and reorganize assets in lieu of shutting down business, but all plans must be approved by by the company's creditors. About Lordstown Motors Corp. Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Mich. and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before Judge Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A. as bankruptcy counsels; Baker & Hostetler, LLP as special counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors' 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. The committee tapped Troutman Pepper Hamilton Sanders, LLP as legal counsel and Huron Consulting Group Inc. as financial advisor. LOUISVILLE LUSH: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- Louisville Lush Aesthetics, LLC asks the U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, for authority to use cash collateral and direct the payment of outstanding accounts receivable and rebates owing to the Debtor. The Debtor requires the use of cash collateral to meet expenses as they come due. In February 2023 the Debtor, by and through a former member, entered into a merchant cash advance loan that, instead of helping the Debtor, had the effect of severely restricting the Debtor' s ability to manage and use its cash flow. Repayment of the MCALoan was made via weekly ACH debits that did not change, irrespective of the Debtor's revenue for a given week. Those weekly payments severely altered the Debtor's cash flow, and drove it into a precarious financial situation that ultimately led to the filing of the chapter 11 case. Mulligan Funding, for and on behalf of Finwise Bank and Dext Capital, LLC may be claiming an interest in cash collateral as evidenced by their security agreements and UCC1 financings statements on file in the Kentucky Secretary of State's Office. In consideration for the use of cash collateral, the Debtor proposes to grant replacement liens upon future receipts and all assets of the Debtor to the Cash Collateral Creditors. A copy of the motion is available at https://urlcurt.com/u?l=4Guyqv from PacerMonitor.com. About Louisville Lush Aesthetics Louisville Lush Aesthetics, LLC provides medical aesthetics and related services. The Debtor filed Chapter 11 petition (Bankr. W.D. Ky. Case No. 23-32060) on Sept. 1, 2023, with up to $1 million in both assets and liabilities. Michael W. McClain, Esq., at Goldberg Simpson, LLC represents the Debtor as legal counsel. LOVE FAMILY: Case Summary & 10 Unsecured Creditors -------------------------------------------------- Debtor: The Love Family Trust, LLC 623 Casabella Circle Tampa, FL 33609 Business Description: The Love Family Trust is the owner of real property located at 10450 Belladrum, Alpharetta, GA, valued at $4.84 million. Chapter 11 Petition Date: September 28, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-04313 Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: All@tampaesq.com Total Assets: $6,090,900 Total Liabilities: $19,862,217 The petition was signed by Daniel Delpiano as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SIYR7VY/The_Love_Family_Trust_LLC__flmbke-23-04313__0001.0.pdf?mcid=tGE4TAMA LUNA DAIRY: Commences Chapter 11 Bankruptcy Protection ------------------------------------------------------ Luna Dairy Inc. filed for Chapter 11 protection in the District of Puerto Rico. According to court filing, the Debtor listed $11,316,130n in debt owed to 1 and 49 creditors. The Petition states funds will be available to Unsecured Creditors. A telephonic conference meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 2, 2023, at 3:00 PM. About Luna Dairy Inc. Luna Dairy Inc. is primarily engaged in the production of cows' milk and other dairy products and in raising dairy heifer replacements. Luna Dairy Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 23-02837) on September 9, 2023. In the petition signed by Jorge Lucena Betancourt, as president, the Debtor listed total assets of $4,102,639 and total liabilities of $11,316,130. The Debtor is represented by: Carmen D. Conde Torres, Esq. C. Conde & Associates BO CORCOVADO carr 492 km. 4.9 HATILLO, PR 0065 9 LUXEMBOURG INVESTMENT: Credit Suisse AMIFI Marks Loan at 26% Off ---------------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $741,000 loan extended to Luxembourg Investment Co. 428 Sarl to market at $551,450 or 74% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for Semi-Annual report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Luxembourg Investment Co. 428 Sarl. The loan accrues interest at a rate of 10.392% (3 mo. USD Term SOFR + 5 %) per annum. The loan matures on January 3, 2029. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Luxembourg Investment Company 428 S.a r.l. (Heubach Group) is a global producer of organic and inorganic pigments. The company emerged from the combination of German-based Heubach Group and the Pigments Business of Clariant AG. LUXURY AUTO: Court OKs Cash Collateral Access Thru Oct 18 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Luxury Auto Carriers, Inc. to use cash collateral on an interim basis in accordance with the budget. Specifically, the Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee and payroll obligations incurred post-petition in the ordinary course of business; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by JPMorgan Chase Bank, NA and the U.S. Small Business Administration. This authorization will continue through October 18, 2023, however, the parties may jointly agree to extend the authorization by submitting an agreed order reflecting such extension. As adequate protection, the Secured Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A continued hearing on the matter is set for October 18, 2023 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Dv9Tys from PacerMonitor.com. The Debtor projects $56,820 in total cash available and $28,180 in total expenses for October 2023. About Luxury Auto Carriers Inc. Luxury Auto Carriers Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:23-bk-03803) on September 14, 2023. In the petition signed by Roberto J. Soto Serrano, shareholder, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A, Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. LUXURY AUTO: Taps Latham Luna Eden & Beaudine as Bankruptcy Counsel ------------------------------------------------------------------- Luxury Auto Carriers, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ the law firm of Latham, Luna, Eden & Beaudine, LLP to handle its Chapter 11 case. The firm's hourly rates range from $105 for its most junior paraprofessionals to $485 for its most experienced attorneys. The Debtor paid an advance fee of $21,738 for services and expenses to be incurred in connection with its Chapter 11 case. Daniel Velasquez, Esq., an attorney at Latham, Luna, Eden & Beaudine, 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: Daniel A. Velasquez, Esq. Latham, Luna, Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 Email: dvelasquez@lathamluna.com About Luxury Auto Carriers Luxury Auto Carriers, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03803) on Sept. 14, 2023, with as much as $1 million in both assets and liabilities. Roberto Serrano Soto, sole shareholder, signed the petition. Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP represents the Debtor as legal counsel. MAD SCIENCE: Wins Cash Collateral Access Thru Oct 20 ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Mad Science Machining, LLC to use cash collateral on an interim basis, in accordance with the budget, through October 20, 2023. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral for payroll, maintain equipment leases, inventory purchases, office rent, purchase of supplies/tooling and other general operating expenses, in accordance with the budget, with a 5% variance. A search in the Texas Secretary of State shows that allegedly secured positions is held by (1) Stearns Bank; (2) Stearns Bank; (3) Stearns Bank; (4) Unknown Creditor; (5) U.S. Small Business Administration (SBA); (6) Gateway Commercial Finance; (7) Unknown Creditor; (8) Everest Business Funding; (9) Spartan Capital and (10) Unknown Creditor. As adequate protection, the creditors are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent, validity, and priority they possessed as of the Petition Date. The Debtor will maintain appropriate insurance on all tangible assets of the estate and will provide written evidence of same to the United States Trustee, no later than September 30. A final hearing on the matter is set for October 24 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=d7hfwi from PacerMonitor.com. The Debtor projects $165,000 in total income and $102,467 in total operating expenses for 30 days. About MSS Inc. MSS. Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02487) on August 28, 2023. In the petition signed by Matthew Filzen, vice president/chief operations officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC, represents the Debtor as legal counsel. MAGNOLIA OIL: Moody's Hikes CFR to Ba3 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service upgraded Magnolia Oil & Gas Operating LLC's Corporate Family Rating to Ba3 from B1, Probability of Default to Ba3-PD from B1-PD, and backed senior unsecured notes to B1 from B2. The Speculative Grade Liquidity Rating is maintained at SGL-1. The rating outlook changed to stable from positive. "The upgrade to Ba3 CFR reflects the company's steady production growth, low debt levels, as well as it's track record of consistent free cash flow generation through various commodity price environments," said Thomas Le Guay, a Moody's Vice President. "The company has maintained its commitment to prudent financial policies which Moody's expect to continue." RATINGS RATIONALE Magnolia's Ba3 CFR reflects its resilient low cost production, low absolute level of debt and commitment to prudent financial policies and free cash flow generation. Magnolia has proven its ability to generate organic production growth, with 14% growth in 2022 and continued growth in the first half of 2023. Production is expected to grow around 20% through 2024 compared to 2022 levels, a meaningful scale improvement driven by strong well performance and acquisitions. Magnolia's growing operations in the Giddings Field have demonstrated increased efficiency, along with its continued strong performance in Karnes County. In the second and third quarters, the company announced two bolt-on asset acquisitions in Giddings for cash on hand totaling $300 million, expanding its position as the leading driller in the reemerging field. The acquisitions are expected to have higher oil content than the existing acreage in the field. Giddings contributed to more than half of Magnolia's production, with the share of production from Karnes set to decline over time, even before the most recent acquisitions. Magnolia does not hedge oil prices and therefore has benefited from strength in oil prices in 2022 and 2023. Due to the company's capital spending strategy, it has generated strong free cash flow even at much lower commodity prices. Some of Magnolia's excess free cash flow is used to fund its dividend and share repurchase frameworks, with an expectation that the dividend will grow in line with cash flow growth while remaining sustainable through cycles. Magnolia has very good liquidity, reflected in its SGL-1 rating. The liquidity position is supported by sizable cash position of $677 million at June 30, 2023. Magnolia's very good liquidity position is also underpinned by its free cash flow generation that remained resilient during the stressed oil and natural gas liquid prices in 2020, and the expectation that the company will not rely on external funding to support operations, resource development, or distributions to shareholders. The liquidity position is further supported by full availability under its senior secured reserve-based revolving credit facility that matures in 2026. The facility provides for maximum commitments of $1 billion but Magnolia elected to limit its borrowing base capacity to $450 million. The facility has financial covenants, including debt/EBITDA below 4.0x and current ratio above 1.0x springing if debt/EBITDA is above 3.0x. Moody's expects the company to maintain ample headroom under the covenants through 2024. The company's next maturity is $400 million senior unsecured notes in 2026. Magnolia is the issuer of the $400 million senior unsecured notes and the borrower under the senior secured borrowing base facility with the borrowing base set at $450 million. The B1 rating of the notes reflects the effective subordination of the notes to Magnolia's potential obligations under the senior secured revolving bank facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Magnolia's Ba3 CFR may be upgraded if the company substantially grows production and extends its reserve life while maintaining a strong financial profile. To support an upgrade, the company should maintain a leveraged full cycle ratio (LCFR) above 2x. The ratings may be downgraded if there is a substantial increase in leverage to fund acquisitions or shareholder returns or if the company experiences a meaningful decline in production. A downgrade could occur if RCF / debt falls below 50% or LFCR approaches 1x. Magnolia Oil & Gas Corp. is a publicly listed independent oil and gas producer in the Eagle Ford Shale Oil & Gas Corp and Austin Chalk Oil & Gas formations, in South Texas. It was formed in July 2018 through the acquisition of Eagle Ford assets from EnerVest, Ltd. in the Karnes County and the Giddings Area in South Texas. Magnolia Oil & Gas Operating LLC (Magnolia) is the operating holding company, 84% owned and controlled by publicly listed holding company Magnolia Oil & Gas Corp., with a 14% passive stake in the operating company held by non-controlling interests. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. MALLINCKRODT PLC: Plans to Sell Opioid Business ----------------------------------------------- Alexander Saeedy of The Wall Street Journal reports that pharmaceutical manufacturer Mallinckrodt, one of America's largest producers of prescription opioids, is in talks with its major investors about selling some or all of the company's business units, potentially leading to its exit from the opioid business, according to people familiar with the discussions. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's 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. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt in mid-June 2022 successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. Mallinckrodt Plc said in a regulatory filing in early June 2023 that it was considering a second bankruptcy filing and other options after its lenders raised concerns over an upcoming $200 million payment related to opioid-related litigation. Mallinckrodt plc and certain of its affiliates again sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28, 2023. Mallinckrodt plc disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Judge John T. Dorsey oversees the new cases. In the prior Chapter 11 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; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. In the new Chapter 11 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. Kroll is the claims agent. MEDASSETS SOFTWARE: Credit Suisse Marks $819,000 Loan at 40% Off ---------------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $819,000 loan extended to MedAssets Software Intermediate Holdings, Inc to market at $491,000 or 60% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to MedAssets Software Intermediate Holdings, Inc. The loan accrues interest at a rate of 11.943% (1 mo. USD LIBOR + 6.750%) per annum. The loan matures on December 17, 2029. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Headquartered in Alpharetta, Ga., MedAssets Software Intermediate Holdings, Inc. (dba nThrive) provides healthcare revenue cycle management software-as-a-service (Saas) solutions, including patient access, charge integrity, claims management, contract management, analytics and education. MESA AIR: Zubeck Steps Down as CFO ---------------------------------- Daniel Zubeck, Mesa Air Group, Inc.'s Financial Officer, resigned from the Company, effective September 15, 2023, the airline said in a Form 8-K Report filed with the Securities and Exchange Commission. His resignation was not the result of any disagreement with the Company on any matter relating to the Company's financial statements, internal controls, operations, policies, or practices. Michael J. Lotz, the Company's President, will serve as interim Chief Financial Officer. Lotz has served as President of the Company since 2000 and served as the Company's Chief Financial Officer from June 2008 through September 2021. About Mesa Air Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group, Inc. on March 19, 2014 disclosed that John Selvaggio has joined its senior leadership team as Vice President of Business Development and Resource Planning. Mesa Air Group Inc. and its units filed their Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 10-10018) on Jan. 5, 2010, in New York, listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on Jan. 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. METCALF ANTIQUE: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- Metcalf Antique Mall, LLC asks the U.S. Bankruptcy Court for the District of Kansas for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral for payment of the normal and necessary expenses of its business until March 28, 2024 or until the Plan of Reorganization is Confirmed. The owner of the Debtor has recently experienced financial distress as the result of a divorce and other personal hardships. While the Debtor has not fully analyzed all of the creditor's liens, the Debtor does believe that one or more of the Creditors hold duly perfected liens on the Debtor's accounts receivables, inventory, and accounts. The Debtor's secured and priority unsecured creditors are as follows: a. Secured Debt i. Kansas Department of Revenue b. Priority Unsecured Debt i. Kansas Department of Revenue to the extent that the claim is not secured. The Debtor proposes, effective as of the Petition Date, that each of the Creditors is granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor and the Debtor's bankruptcy estate that is the same type of property that the specific creditor holds a pre-petition interest, lien or security interest to the extent of the validity and priority of such interests, liens, or security interests, if any. The amount of each of the Replacement Liens will be up to the amount of any diminution of each of the Creditors' respective collateral positions from the Petition Date. The priority of the Replacement Liens will be in the same priority as each of the creditor's pre-petition interests, liens, and security interests in similar property. The Debtor further proposes paying the Kansas Department of Revenue the monthly sum of $2,000 beginning November 28, 2023 and continuing the 28th day of the month thereafter for its adequate protection payment. A copy of the motion is available at https://urlcurt.com/u?l=VE2tkW from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=yAfvFp from PacerMonitor.com. The Debtor projects $6,031 in net income in monthly expenses. About Metcalf Antique Mall, LLC Metcalf Antique Mall, LLC operates an Antique Mall. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-21127) on September 25, 2023. In the petition signed by Andrew T. Rowland, owner, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Colin Gotham, Esq., at Evans & Mullinix, P.A., represents the Debtor as legal counsel. MUSCLEPHARM CORP: Bankruptcy Court OK's FitLife Asset Acquisition ----------------------------------------------------------------- FitLife Brands, Inc. (Nasdaq: FTLF), a provider of innovative and proprietary nutritional supplements and wellness products, on Sept. 27 disclosed that the US Bankruptcy Court for the District of Nevada has approved FitLife's acquisition of substantially all of the assets of MusclePharm Corporation under Section 363 of the US Bankruptcy Code. Highlights of the transaction are as follows: -- The all-cash transaction, with no shares being issued by FitLife, is expected to be highly accretive to existing shareholders once all transaction-related costs (anticipated to be approximately $500,000) have been expensed. -- The purchase price of $18.5 million, which is subject to customary adjustments, will be funded using cash on hand and the proceeds of a new committed $10 million term loan issued by First Citizens Bank with a rate of SOFR+275. -- The transaction is expected to close as soon as practicable, but no later than October 16, 2023. -- Through the asset purchase transaction, the Company is acquiring substantially all of the assets and assuming none of the liabilities of MusclePharm (other than de minimus cure costs relating to certain assumed contracts). MusclePharm is an iconic sports nutrition brand with strong domestic and international appeal. The brand, which was launched approximately 15 years ago, grew quickly with the support of brand ambassadors such as Tiger Woods and Arnold Schwarzenegger. Despite MusclePharm's financial distress in recent years and ultimate bankruptcy filing, the brand's consumer following remains strong, as evidenced by the continued engagement of its 564,000 Instagram followers. According to monthly operating reports filed with the Bankruptcy Court, MusclePharm has been generating approximately $1.2-1.5 million in monthly revenue at gross margins between 25-30% during bankruptcy. FitLife intends to return the brand to growth and enhance the brand's profitability through a focus on online sales direct to the end consumer and expanded wholesale distribution. Online Sales Direct to the End Consumer Historically, MusclePharm has focused almost exclusively on wholesale distribution as opposed to selling directly to the end consumer. Presently, FitLife estimates that third parties are selling approximately $5 million annually of MusclePharm's products on Amazon.com despite limited availability of the products. After current third-party resellers have exhausted their inventory, FitLife intends to fully internalize this revenue stream and drive further online revenue growth for the MusclePharm products. As is the case with FitLife's other brands, online sales of MusclePharm products are anticipated to generate substantially higher gross margins than those achieved through wholesale distribution. Expanded Wholesale Distribution Prior to bankruptcy, MusclePharm's products enjoyed strong distribution with major domestic retailers including Costco, Walmart, GNC, Vitamin Shoppe, and others. Distribution through most of these retail partners was adversely impacted by MusclePharm's financial distress and ultimate bankruptcy filing. FitLife intends to work with MusclePharm's previous retail partners to restore distribution of the company's products in the domestic wholesale channel. Additionally, MusclePharm has a strong international following, and international sales have been a substantial portion of the company's revenue during bankruptcy. FitLife intends to strengthen relationships with existing international wholesale partners and expand international distribution with new international wholesale partners. Dayton Judd, FitLife's Chairman and CEO, commented, "We are very excited to welcome MusclePharm to the FitLife family of brands. We expect MusclePharm to drive continued revenue and earnings growth for our Company. Although we will always opportunistically evaluate potential additional M&A transactions, after closing the MusclePharm transaction we expect to focus primarily on integrating and growing our recently acquired brands and reducing leverage through EBITDA growth and debt reduction." About FitLife Brands FitLife Brands -- http://www.fitlifebrands.com-- is a developer and marketer of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers. FitLife markets over 240 different products primarily online, but also through domestic and international GNC franchise locations as well as through more than 17,000 additional domestic retail locations. FitLife is headquartered in Omaha, Nebraska. About Musclepharm Corporation Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB: MSLP) http://www.musclepharm.com/and http://www.musclepharmcorp.com/-- is a lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. It offers a broad range of performance powders, capsules, tablets, gels and on-the-go ready to eat snacks that satisfy the needs of enthusiasts and professionals alike. MusclePharm filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-14422) on Dec. 15, 2022. In the petition filed by its chief executive officer, Ryan Drexler, the Debtor reported assets and liabilities between $10 million and $50 million. The Honorable Natalie M. Cox is the case judge. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC as legal counsel; Foley & Lardner, LLP as special securities counsel; and Portage Point Partners, LLC as restructuring advisor. Jeffrey Gasbarra of Portage Point Partners serves as the Debtor's chief restructuring officer. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's case. Pachulski Stang Ziehl & Jones, LLP and Larson &Zirzow, LLC serve as the committee's bankruptcy counsel and Nevada counsel, respectively. MUSTARD SEED: Case Summary & Four Unsecured Creditors ----------------------------------------------------- Debtor: Mustard Seed Living, LLC 938 Mansfield Dr. Nashville, TN 37206 Business Description: Mustard Seed is the owner of real property located in Nashville, TN valued at $1.4 million. Chapter 11 Petition Date: September 28, 2022 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 23-03551 Judge: Hon. Charles M. Walker Debtor's Counsel: Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ 908 Harpeth Valley Place Nashville, TN 37221 Tel: 615-256-8300 Fax: 615-255-4516 Email: slefkovitz@lefkovitz.com Total Assets: $3,350,041 Total Liabilities: $2,306,603 The petition was signed by Marcus Trimble as director. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X5Y6FRI/Mustard_Seed_Living_LLC__tnmbke-23-03551__0001.0.pdf?mcid=tGE4TAMA MV REALTY PBC: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- MV Realty Holdings, LLC and affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, for authority to use cash collateral and provide adequate protection. The Debtors require the use of cash collateral to fund payroll, rent, insurance and other costs related to its business operations. MV Realty Holdings, LLC is a Florida limited liability company and the sole owner of Debtor, MV Realty PBC, LLC, a Florida limited liability company, and MV Brokerage, LLC. MV Receivables I, LLC, a subsidiary of PBC, entered into a credit agreement with Goodwood Fund, Goodwood I Lenders, and Goodwood Inc. on February 11, 2020. The agreement included a Security Agreement, Purchase and Contribution Agreement, and a Purchase and Contribution Agreement. The advance rate was 60% of discounted eligible receivables. Receivables I granted a security interest in its assets to Goodwood Inc., acting as an agent for the Goodwood I Lenders. The amount of $10 million has been advanced under the Goodwood I Credit Agreement. On July 28, 2021, Receivables II entered into a $40 million senior secured delayed draw credit facility with Monroe Capital Management Advisors, LLC as administrative and collateral agent. The Monroe Lenders advanced the amount to Receiveables II, which was to acquire eligible receivables and fund operations and expenses. The Monroe Credit Facility was initially guaranteed by PBC and certain MV Realty Subs, who later became parties to the facility and loan documents. Under the Monroe Pledge Agreement, Monroe Capital was granted a security interest in their assets, including accounts, documents, general intangibles, investment property, receivables, and receivables relating to the Home Buyer Agreements (HBAs). On November 4, 2022, MV Receivables HI, LLC, Goodwood MV Realty LP, and Goodwood Inc. entered into a Credit Agreement and Security Agreement. The agreement required Receivables IIII to purchase HBAs with an advance rate of 60% of the net present value. A total of S4.5 million was advanced. Receivables III granted Goodwood Inc. a security interest in its assets. In February 2023, Holdings executed senior notes with eight shareholders of Holdings, who advanced a total of $12.968 million. There is approximately $14.1 million outstanding, including accrued interest, under the Shareholder Notes. The proceeds borrowed were used to fund operations. Additionally, in 2021 and 2022, Holdings executed two rounds of convertible notes, one of which has since converted. The later round, which was in the total amount of $6.070 million, has not been converted. Monroe is currently owed approximately $40 million, while the Goodwood I Lenders and Goodwood II Lenders are owed approximately $7.408 million and $4.460 million, respectively. As of September 5, 2023, the net present value of the collateral securing the foregoing obligations is (a) $89.315 million (Monroe), (b) $12.7 million (Goodwood I), and (c) $6,106,069 (Goodwood II). Holdings has additional HBAs with an aggregate net present value of approximately $12.861 million. Accordingly, the total net present value of HBAs exceeds $120 million. Since November 29, 2022, Florida, Pennsylvania, Massachusetts, Ohio, North Carolina, New Jersey, and Indiana have initiated actions against certain MV Realty Subs, including PBC. The actions allege telemarketing violations, unfair trade practices, and improper telephone solicitations. The Debtors argue that the memorandum, signed by each homeowner under the HBA, is neither deceptive nor unfair. They also claim that their sales and marketing practices "prey" on customers who are elderly or have diminished financial means. However, the Debtors argue that the typical homeowner in an HBA owns a home with an average value exceeding $300,000 and the average age of homeowners under HBAs is 55 years old. They also claim that a significant portion of their customers have complained to state consumer protection authorities, but this allegation is inaccurate and unsupported by the facts. In North Carolina, the Debtors obtained at least 250 sworn statements from homeowners attesting to understanding the key terms and elements of the HBA. They also engaged national and well-recognized local law firms before implementing the HBP in each state. In defending against the State Actions and other regulatory matters, the Debtors have spent and incurred millions of dollars in legal fees, and the Debtors' personnel have devoted substantial time in assisting defense counsel. The Debtors believe that adequate protection will be provided as a result of the equity cushions in favor of Goodwood and Monroe Capital, and by providing continuing and replacement liens proposed herein in favor of Goodwood and Monroe Capital. By way of example, the collateral securing the Monroe Loans has a net present value of over $89 million, while the collateral securing the Goodwood Loan has a net present value of over $13 million. Under the Budgets, PBC projects collections of approximately $350,000 per week, or $1.4 million per month. Considering the advance rates of 45% and 60%, respectively, Goodwood and Monroe Capital are oversecured. A copy of the motion is available at https://urlcurt.com/u?l=Lps88Q from PacerMonitor.com. About MV Realty PBC, LLC MV Realty PBC, LLC is a real estate brokerage. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Lead Case No. 23-17590) on September 22, 2023. In the petition signed by Antony Mitchell, authorized party, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Erik P. Kimball oversees the case. Michael D. Seese, Esq., at Seese, PA, represents the Debtor as legal counsel. NEW INSIGHT: Moody's Assigns 'Caa3' CFR, Outlook Negative --------------------------------------------------------- Moody's Investors Service assigned a Caa3 corporate family rating and a Caa3-PD probability of default rating to New Insight Holdings, Inc. ("New Insight" or "Dynata"), and withdrew Research Now Group, LLC's B3 CFR and B3-PD PDR ratings. New Insight Holdings, Inc. is the parent company and guarantor of Research Now, LLC. At the same time, Moody's downgraded Research Now Group, LLC's backed senior secured first lien bank credit facilities rating to Caa2 from B2, and its backed senior secured second lien bank credit facility rating to Ca from Caa2. The outlook is negative. New Insight is a global online market research and data sampling company. The assignment of the Caa3 CFR and Caa3-PDR to New Insight Holdings, Inc. is effectively representative of a three-notch downgrade of the company's CFR and PDR ratings and reflects New Insight's elevated risk of an event of default or debt restructuring in the next 12 to 15 months considering the company's weakening revenue in the first half of 2023 due to muted M&A activity, significant debt maturities in 2024, and weak liquidity. Moody's expects weak operating performance to continue through at least early 2024 and that negative free cash flow, very limited revolver availability, and sustained high interest rates translates to high refinancing risk related to the June 2024 expiration of the first lien revolver facility and December 2024 maturity of its first lien term loan. Moody's is uncertain about the company's ability to improve operating performance sufficiently in the next 6 to 12 months to allow for a refinancing without an event of default. RATINGS RATIONALE New Insight's Caa3 CFR reflects its elevated risk of a distressed exchange given the mostly drawn $83.7 million of revolving credit facility borrowings due June 2024 and $925 million first lien term loan due in December 2024 combined with the company's weak credit metrics that include a 12.9% year-over-year decline in revenue during the first half of 2023 and debt to EBITDA leverage of 9.8x for the twelve months ending June 30, 2023. Weaker demand for the company's services has been driven by a slowdown in M&A activity amid macroeconomic weakness. The company completed a $40 million cost reduction program earlier this year, but it has limited time to demonstrate a turnaround. The rating also considers the company's strong competitive position within a niche market providing first-party data on consumers and businesses with a difficult-to-replicate and sizable pool of survey panelists. Moody's continues to consider New Insight's liquidity as weak, reflecting very limited revolver availability, a financial covenant with limited cushion, and Moody's expectation of $20 million to $25 million of negative free cash flow during the next 12-15 months that is exposed to rising interest rates. As of June 30, 2023, the company had $26.8 million of cash on hand and $32.7 million of revolver availability. The approaching maturity date of the $83.7 million revolving credit facility, which expires June 14, 2024, and the $925 million term loan, which is due December 20, 2024, pressure the liquidity profile. The company has a first-lien senior secured net leverage financial covenant, for the benefit for revolving lenders only, that is tested at 5.5x when 35% or more of the facility is drawn. As of June 30, 2023, the first lien net leverage stood at 5.41x, representing less than a 2% cushion, and that Moody's believes a breach of the covenant is likely in the next few quarters if earnings do not improve. The individual debt instruments are rated at the borrower Research Now Group, LLC., and guaranteed by New Insight Holdings, Inc. The negative outlook reflects Moody's expectation that liquidity will weaken further and the likelihood of a debt restructuring is elevated during the next 12 to 15 months given the company's heavily drawn revolver whose expiration is in June 2024 and first lien term loan maturity in December 2024. The outlook could be changed to stable if the company is able to address successfully its upcoming debt maturities. Moody's has decided to withdraw the ratings for its own business reasons. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook indicated that ratings upgrades are unlikely over the next 12-18 months. However, the ratings could be upgraded if New Insight's liquidity improves and leverage materially declines because of improved operations and if the company is able to extend its debt maturity profile. The ratings could be downgraded if the probability of a debt restructuring or event of default increases for any reason. Headquartered in Plano, Texas, borrowers Research Now Group, LLC (formerly Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly Survey Sampling International, LLC), constitute a global leader in data collection through online, mobile and offline surveys used by market research firms, consulting firms and corporate customers. New Insight Holdings, Inc. is a holding company above Research Now Group, LLC and is owned indirectly by private equity owners Court Square (60%) and HGGC (40%). The company does business under the name Dynata. The company generated revenue of $630 million for the twelve months ended June 30, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. NEW ORLEANS CREMATION: Unsecureds Owed $1,750 to Get Full Payment ----------------------------------------------------------------- New Orleans Cremation Service, Inc., d/b/a New Orleans Funeral and Cremation Service, submitted an Amended Plan of Reorganization dated September 15, 2023. The Plan Proponent's financial projections show that the Debtor will have projected disposable income (as defined by s 1191(d) of the Bankruptcy Code) for the period described in section 1191(c)(2) of approximately $3,500.00 per month. It is further projected that the Debtor will have $24.050.93 in cash reserves as of October 1, 2023, which would provide the Debtor with sufficient cash to commence plan payment upon the Effective Date, as defined in the plan. The Debtor will act as the disbursing agent under the Plan. However, to the extend necessary, the Debtor will submit such portion of its future earnings or other future income of the Debtor to the supervision and control of the Trustee as is necessary for the further execution of the Plan. The Debtor projects that all administrative priority and unsecured claims will be paid within 12 months. The mortgage arrears owed to First Guaranty are expected to be fully paid within 60 months or less. The final Plan payment is expected to be paid no later than December 1, 2028. This Plan of Reorganization under Chapter 11 of the Bankruptcy Code proposes to pay creditors of New Orleans Cremation Service, Inc., d/b/a New Orleans Funeral and Cremation Service from cash flow from operations and/or future income. Non-Priority Unsecured Creditors, who have timely filed their proof(s) of claim, holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan provides for full payment of Administrative Expenses and Priority Claims. It is estimated that Administrative Expense Claims and Priority Claims will approximate $30,000.00, of which approximate $3,832.15 in priority tax claims; the remaining estimated Administrative Expenses claims will be professional fees, to be paid only upon application to and order by the Court. Under the Plan, Class 3 Non-Priority Unsecured Creditors are impaired. After the payments commence on the claim of First Guaranty Insurance Company, (estimated to occur in the Effective Date of the Plan), Uline, the only unsecured creditor that has filed its proof of claim, and in the amount of $1,750.84, will receive on the 61st day after the Effective Date payment in full of its claim plus 5.25% interest from the petition date until paid, or approximately $1,842.76. Counsel of Record for Debtor-In-Possession, New Orleans Cremation Service, Inc., dba New Orleans Funeral and Cremation Service: Robert L. Marrero, Esq. ROBERT L. MARRERO, LLC 401 Whitney Avenue, Suite 126 Gretna, LA 70056-2577 Tel: (504) 366-8025 Fax: (504) 366-8026 E-mail: office@bobmarrero.com A copy of the Amended Plan of Reorganization dated September 15, 2023, is available at https://tinyurl.ph/xIocA from PacerMonitor.com. About New Orleans Cremation Service New Orleans Cremation Service, Inc., is a Louisiana Domestic Corporation chartered on July 6, 2021 with its principal place of business located at 9200 I-10 Service Road, New Orleans, Louisiana 70127. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-10105) on Jan. 24, 2023. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Meredith S Grabill presides over the case. Robert Marrero, LLC, is the Debtor's legal counsel. OCEAN POWER: Paragon Proposes 5 Directors, Reports 3.8% Stake ------------------------------------------------------------- Paragon Technologies, Inc. filed Amendment No. 2 to Schedule 13D to report that it beneficially holds in the aggregate 2,258,076 shares, which represents approximately 3.8% of Ocean Power Technologies' outstanding shares of Common Stock. Paragon holds 100 of these shares directly as a record holder. Purpose of Transaction On August 25, 2023, Paragon submitted a notice of its intent to nominate five directors -- Hesham M. Gad, Shawn M. Harpen, Jack H. Jacobs, Robert J. Tannor and Samuel S. Weiser -- to the Company's six-person board of directors at the Company's 2023 annual meeting of shareholders. On August 29, 2023, Paragon submitted a second request to the Company's board for an exemption pursuant to the "Section 382 Tax Benefits Preservation Plan" adopted by the board on June 29, 2023, subject to a condition that Paragon would not exceed ownership of 19.9% of the Company's outstanding shares of common stock. Paragon made its original request for an exemption on July 20, 2023. The Company's board has not provided notice to Paragon regarding any determination made by the board with respect to the exemption requests. On July 27, 2023, Paragon filed a complaint in the Delaware Court of Chancery to enforce its rights, pursuant to Section 220 of the Delaware General Corporation Law, to inspect the books and records of the Company. On July 17, 2023, Paragon sent a demand letter to the Company requesting to inspect the Company's books and records for the purpose of investigating alleged wrongdoing and/or mismanagement by the Company's board and/or members of management, inquiring into the independence of the members of the Company's board, assessing possible breaches of fiduciary duty by the Company's directors and officers, and communicating with other stockholders of the Company regarding matters relating to their interests as stockholders. The Company denied Paragon's inspection demand in its entirety. If Paragon's nominees are elected to the Company's board, Paragon intends to take immediate steps to: -- significantly reduce the expenses of the Company; -- develop a measurable plan that will bring the Company to cash flow break even; -- implement a disciplined and focused capital allocation strategy; and -- focus on the potential growth of the Company's intelligence data and leverage the possible market opportunities of Marine Advanced Robotics. Paragon also disclosed that Robert J. Tannor beneficially owns 204,843 shares of the Company's common stock through Tannor Partners Credit Fund LP, which is controlled by Tannor. Tannor Capital Advisors LLC is the general partner and investment manager of Tannor Partners Credit Fund LP, and Tannor is the sole officer and manager of Tannor Capital Advisors LLC. Tannor has the sole power to direct the voting and disposition of those shares. Hesham M. Gad, Executive Chairman of the Board of Paragon and its Chief Executive Officer, and Jack Jacobs and Weiser, directors of Paragon, may be deemed to beneficially own the shares of common stock of the Company held by Paragon. The percentage ownership of shares of Common Stock set forth in this Statement is based on the 58,787,578 shares of Common Stock reported by the Company as outstanding as of August 23, 2023 in the Company's Form 10-K/A filed with the Securities and Exchange Commission on August 28, 2023. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. --http://www.oceanpowertechnologies.com-- provides ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness ("MDA") products and consulting services. The Company offers its products and services to a wide-range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. The Company is involved in the entire life cycle of product development, from product design through manufacturing, testing, deployment, maintenance and upgrades, working closely with partners across its supply chain. Ocean Power reported a net loss of $26.33 million for the fiscal year ended April 30, 2023, a net loss of $18.87 million on $1.76 million for fiscal year ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. The Company reported a net loss of $7.04 million for the three months ended July 31, 2023. As of July 31, 2023, the Company had $45.68 million in total assets, $7.12 million in total liabilities, and $38.56 million in total shareholders' equity. OCEAN POWER: Reviewing Paragon's Notice to Appoint Directors ------------------------------------------------------------ Ocean Power Technologies, Inc. has issued a response to the Schedule 13D/A filing made by Paragon Technologies, Inc. with the U.S. Securities and Exchange Commission. Specifically, Ocean Power confirmed that Paragon, an OPT shareholder who claims to own approximately 3.8% of OPT's shares, has purported to notify OPT of its intent to nominate five director candidates for election to OPT's six-person Board of Directors at OPT's 2023 Annual Meeting of Shareholders. "OPT's review of Paragon's purported nominating notice is ongoing. Accordingly, at this time, OPT has not made a decision to accept or reject Paragon's purported nominating notice. OPT's shareholders are not required to take any action at this time. OPT's Board of Directors will present its formal recommendations regarding director candidates in OPT's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with OPT's 2023 Annual Meeting of Shareholders which has not yet been scheduled," the Company stated. OPT intends to file a proxy statement and an accompanying WHITE proxy card with the SEC in connection with the solicitation of proxies from OPT's stockholders in connection with the matters to be considered at the 2023 Annual Meeting. OPT, members of its Board of Directors, and certain of its executive officers are "participants" in the solicitation of proxies from OPT's stockholders in connection with the 2023 Annual Meeting. The following directors and executive officers of OPT beneficially hold the amount of shares of OPT's common stock indicated adjacent to his or her name: (i) OPT directors: Terence J. Cryan (103,595 shares), Philipp Stratmann (81,692 shares), Clyde W. Hewlett (71,577 shares), Natalie Lorenz-Anderson (52,448 shares), Diana G. Purcel (71,577 shares), and Peter E. Slaiby (71,577 shares); and (ii) OPT officers who are not also directors of OPT: Robert Powers (16,543 shares) and Joseph DiPietro (2,909 shares). About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. --http://www.oceanpowertechnologies.com-- provides ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness ("MDA") products and consulting services. The Company offers its products and services to a wide-range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. The Company is involved in the entire life cycle of product development, from product design through manufacturing, testing, deployment, maintenance and upgrades, working closely with partners across its supply chain. Ocean Power reported a net loss of $26.33 million for the fiscal year ended April 30, 2023, a net loss of $18.87 million on $1.76 million for fiscal year ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. The Company reported a net loss of $7.04 million for the three months ended July 31, 2023. As of July 31, 2023, the Company had $45.68 million in total assets, $7.12 million in total liabilities, and $38.56 million in total shareholders' equity. OCINOMLED LTD: Seeks to Hire Randall S. D. Jacobs as Legal Counsel ------------------------------------------------------------------ Ocinomled, Ltd., doing business as Delmonico's, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Randall S. D. Jacobs, PLLC. The Debtor requires legal counsel to: (a) give advice regarding the powers and duties of the Debtor in the continued operation of its business and management of its intellectual property assets; (b) prepare and pursue confirmation of a Chapter 11 plan and approval of a disclosure statement; (c) prepare legal papers; (d) appear in court and protect the interests of the Debtor before the court; (e) assist with any disposition of the Debtor's assets, by sale or otherwise; and (f) cooperate with any other legal counsel rendering services with respect to preservation of the Debtor's IP rights and any other services which may be necessary and proper in this proceeding. The Debtor's shareholders directly paid a retainer of $25,000 for legal services to be performed. Randall S. D. Jacobs, Esq., the primary attorney in this representation, will be paid at his hourly rate of $900 plus expenses. Mr. Jacobs 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: Randall S. D. Jacobs, Esq. Randall S. D. Jacobs, PLLC 30 Wall Street, 8th Floor New York, NY 10005 Telephone: (973) 226-3301 Facsimile: (973) 226-8897 Email: rsdjacobs@chapter11esq.com About Ocinomled Ltd. Ocinomled, Ltd., doing business as Delmonico's, filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-11155) on July 24, 2023, with up to $10 million in both assets and liabilities. Michelle Grgurev, chief executive officer, signed the petition. Judge John P. Mastando III oversees the case. Randall S. D. Jacobs, PLLC is the Debtor's legal counsel. ORYX MIDSTREAM: S&P Alters Outlook to Negative, Affirms 'BB-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its rating outlook on Oryx Midstream Services Permian Basin LLC (OMSPB) to negative from stable. At the same time, S&P affirmed its 'BB-' issuer credit rating on the company, and its 'BB-' issue-level rating on its $1.84 billion term loan B. S&P's '3' recovery rating on the term loan is unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The negative outlook reflects S&P's expectation of EBITDA interest coverage below 3x in 2023. The negative outlook reflects OMSPB's revision of its expected 2023 distributions from Plains Oryx, which is the result of drilling activity delays on its dedicated acreage. S&P said, "We now expect OMSPB's 2023 EBITDA interest coverage to be 2.3x, which is meaningfully lower than our previous projection. However, we view this production slowdown as temporary and expect OMSPB's credit metrics to return to normal in 2024." S&P rates OMSPB under its noncontrolling equity interest criteria and our view on its credit profile incorporates its financial ratios, Plains Oryx's cash flow stability, its ability to influence Plains Oryx's financial policy, and its ability to liquidate its investment to repay the term loan. OMSPB lowered its expected distributions for 2023. OMSPB relies on the distributions from Plains Oryx, its only substantive asset, to service its outstanding $1.84 billion term loan B due in 2028. In the first half of 2023, Plains Oryx experienced a slowdown in production and well completion activity on its dedicated acreage in the Delaware Basin. This was partially driven by historically low natural gas prices that affected exploration and production companies' expected rates of return and made them postpone new well drilling and completions. As a result of slower-than-expected throughput volume increase, S&P expects Plains Oryx to distribute about $260 million to OMSPB in 2023, compared with our previous forecast of about $300 million. However, it anticipates a volume growth rate of about 15% at Plains Oryx in 2024 to result in $310 million in distributions and EBITDA interest coverage ratio of about 3x. These projections result in a neutral assessment of the financial ratios. Plains Oryx maintains its high credit quality. With about 7 million barrels per day of total capacity and $1.14 billion of expected 2023 EBITDA, Plains Oryx is one of the largest midstream companies in the U.S. In July, Plains Oryx acquired Diamondback Energy's 43% interest in a crude oil pipeline in the Permian Basin, which will have a positive impact on its EBITDA. The company's revenue is 100% fee-based with no direct commodity price exposure while its customer base consists of 95 producers of which about 60% are investment grade. However, the lack of minimum volume commitments in contract portfolio may expose Plains Oryx to volumetric risk when commodity prices are volatile. Plains Oryx has an incentive to maintain consistent distributions to its parent companies. The company has no debt, and it distributes virtually all its cash flow after capital expenditures to Plains All American Pipeline L.P. and OMSPB. The latter receives 50% of first-tier available cash up to $300 million per year, 0% of second-tier cash up to $428 million, 35% of third-tier cash up to $815 million, and 30% of cash above that amount. While OMSPB has an option to convert to a regular 35% share of distributions at any time, the unanimous consent of the board of directors is required to change other aspects of the distributions policy or the definition of available cash. S&P also believes Plains Oryx has an incentive to maintain consistent distributions or increase them to both owners because Plains All American is a master limited partnership that relies on cash flows from the joint venture to pay its distributions and maintain its valuation. As such, cash flow stability and financial policy are positive factors in our assessment. S&P said, "The negative outlook reflects our expectation of EBITDA interest coverage of about 2.3x in 2023 based on the cash distributions that OMSPB expects to receive from Plains Oryx. While not in our base case, there is a possibility that this ratio could remain below 3x in the following year, leading to a lower rating. "Environmental factors are a moderately negative consideration in our credit rating analysis of OMSPB. Like other midstream peers, Plains Oryx may face longer-term volume risks related to reduced drilling activity or demand due to the transition to renewable energy sources. Another risk factor relates to a potential crude oil leakage in its system." PARAMETRIC SOLUTIONS: Court OKs Interim Cash Collateral Access -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized Parametric Solutions, Inc. to use cash collateral on a interim basis in accordance with the budget, with a 10% variance. The Debtor needs to be able to pay its regular business expenses, as well as its administrative expenses as they become due, to continue operating as a going concern, and to maintain compliance with the guidelines of the Office of the U.S. Trustee. Bank of America, N.A. may have a lien on the cash collateral of the of the Debtor by virtue of several UCC-1 financing statements in the Florida Secured Transaction Registry. MUFG Union Bank, N.A. may have a lien on the cash collateral of the Debtor by virtue of a UUC-1 filed on July 27, 2020 (Instrument No. 202003706087), as amended by a UCC Financing Statement Amendment filed on February 25, 2022 (Instrument No. 202200625005); as amended by a UCC Financing Statement Amendment filed on January 25, 2023 (Instrument No. 202300229542) in the Florida Secured Transaction Registry. Pursuant to the MUFG Liens, MUFG has a security interest in accounts and accounts receivable of the Debtor. During the pendency of this bankruptcy and until further Order of the Court, all pre-petition and post-petition income will be turned over and paid to the Debtor for deposit into the Debtor in Possession bank accounts. As adequate protection, BANA and MUFG are granted a replacement lien to the same extent as any pre-petition lien, pursuant to 11 U.S.C. Section 361(2) on and in all property set forth in the respective security agreements and related lien documents on an interim basis, without any waiver by the Debtor as to the extent, validity, or priority of said liens. As additional adequate protection, the Debtor will continue to pay BANA the sum of $29,428 monthly on the term loan and $51,772 on the Equipment Loan. A continued hearing on the matter is set for October 31, 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=EXmZGT from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $53,94 for September 2023; and $71,650 for October 2023. About Parametric Solutions, Inc. Parametric Solutions, Inc. provides architectural, engineering, and related services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16141) on August 3, 2023. In the petition signed by David Cusano, director, the Debtor disclosed $6,147,086i in assets and $5,597,168 in liabilities. Judge Mindy A. Mora oversees the case. Craig I. Kelley, Esq., at Kelley, Fulton and Kaplan, PL, represents the Debtor as legal counsel. PARLEE CYCLES: Court Confirms Chapter 11 Plan --------------------------------------------- Judge Christopher J. Panos has entered an order confirming the Chapter 11 Plan of Subchapter V Small Business of Parlee Cycles, Inc. The property of the estate of Parlee Cycle created under section 541 must be, and is, vested in the Debtor free and clear of all claims, liens, and encumbrances, except as otherwise provided in the Plan. On Confirmation, all property of Parlee Cycle, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all claims and interests except as provided herein and in the Plan. The confirmation of the Plan provides for the liquidation of all or substantially all property of the estate and the Debtor does not intend to engage in business after consummation of the Plan. The Debtor corporate entity will be dissolved after entry of the Final Decree. The Effective Date of the Plan is 10 days following the last day on which an appeal from an order of the Court may be taken under applicable law with regard to an order in connection with the allowance or disallowance of any claims to be paid including Administrative Claims. If an appeal from an order of the Court may be taken under applicable law and no such appeal has been taken or, if any appeal has been taken, the first business day following the date upon which all appeals have been exhausted. The Debtor shall file and serve a notice indicating that the Effective Date has occurred. If the Effective Date fails to occur, then upon notice and a hearing, the Plan may be determined to be null and void in all respects, including any action taken in or purported to be effective through the Plan. Madoff & Khoury LLP must serve as the disbursement agent for distribution of the Class 3 payments to be made under the Plan. The Plan is confirmed under section 1191(a). Pursuant to section 1183(c)(1), the service of the Subchapter V Trustee will terminate when the Plan has been substantially consummated. Pursuant to section 1183(c)(2), not later than 14 days after the Plan has been substantially consummated, the Debtor must file and serve notice of such substantial consummation with a motion for entry of the final decree. About Parlee Cycles Parlee Cycles, Inc. was founded in 2000 by its principal, Bob Parlee. Parlee Cycles, a manufacturer of high-performance bikes located in Beverly, Massachusetts, pioneered a unique process to create the first fully customizable carbon-fiber road racing frames. Parlee prides itself on leading the industry with breakthrough designs and innovations to improve the ride quality and performance of road bicycles. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Banker. D. Mass. Case No. 23-10161) on February 6, 2023. In the petition signed by Robert K. Parlee, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Christopher J. Panos oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtor's legal counsel. PARTY CITY: Anagram in Talks with Bondholders Following Default --------------------------------------------------------------- Party City Holdco Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that Anagram Holdings, LLC and Anagram International, Inc., responsible for the 15% PIK/Cash Senior Secured First Lien Notes due 2025 and the 10% PIK/Cash Senior Secured Second Lien Notes due 2026, elected to not pay an August 2023 interest payment. Instead, the Company entered into a forbearance agreement known with the majority of the holders of these notes. As of September 15, 2023, the Indenture Forbearance reached its termination, and the 30-day grace period for the missed August 2023 interest payment under the First Lien Notes expired, triggering an event of default. The default under the First Lien Notes subsequently triggered 'cross-defaults' under the Second Lien Notes and the Anagram Issuers' Credit Agreement, dated May 7, 2021, with Wells Fargo, National Association, as the agent. The Anagram Issuers are actively engaged in discussions with holders of both the First Lien Notes and Second Lien Notes, as well as their ABL Facility lenders, to address these default events. They are currently in talks with a majority of the First Lien Notes and Second Lien Notes holders, exploring options for deleveraging and financing. About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations' industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco had total assets of $2,869,248,000 against total debt of $3,022,960,000. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP, as legal counsel; Moelis & Company, LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. PricewaterhouseCoopers LLP (PwC) provides accounting and valuation advisory services, tax-related services, and internal audit Sarbanes-Oxley Act support services. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PATAGONIA HOLDCO: Credit Suisse AMIFI Marks $1.2MM Loan at 15% Off ------------------------------------------------------------------ Credit Suisse Asset Management Income Fund, Inc has marked its $1,247,000 loan extended to Patagonia Holdco LLC to market at $1,065,782 or 85% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Patagonia Holdco LLC. The loan accrues interest at a rate of 10.789% (3 mo. USD Term SOFR + 5.750%) per annum. The loan matures on August 1, 2029. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Patagonia Holdco LLC is a holding company fully owned and established by StonePeak Partners LP, a private equity firm specializing in infrastructure and real estate investments, to hold the Latin American assets acquired from Lumen Technologies, Inc. PB MICHIGAN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: PB Michigan, LLC 34665 Woodward Ave. Birmingham, MI 48009 Chapter 11 Petition Date: September 28, 2023 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 23-48504 Judge: Hon. Lisa S. Gretchko Debtor's Counsel: Mark H. Shapiro, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Road Ste 203 Southfield MI 48033 Email: shapiro@ssc-law.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Allison LeMay as member/manager. 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/JE67UQQ/PB_Michigan_LLC__miebke-23-48504__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ISBT4AY/PB_Michigan_LLC__miebke-23-48504__0001.0.pdf?mcid=tGE4TAMA PERFORMANCE POWERSPORTS: Unsecureds Get Litigation Proceeds ----------------------------------------------------------- Performance Powersports Group Investors, LLC, et al., submitted a Second Amended Joint Plan of Liquidation pursuant to Chapter 11 of the Bankruptcy Code dated September 15, 2023. The Plan provides for the wind down of the Debtors' affairs, continued liquidation of the Debtors' remaining assets to Cash and the distribution of the net proceeds realized therefrom, in addition to Cash on hand on the Effective Date of the Plan, to holders of Allowed Claims and Interests as of the Record Date in accordance with the relative priorities established in the Bankruptcy Code. The Plan does not provide for a distribution to holders of Intercompany Interests or Subordinated Claims, and their votes are not being solicited. The Plan contemplates (a) the appointment of a Litigation Trustee to, among other things, commence, prosecute or settle the Retained Causes of Action, resolve Disputed Claims of holders of Beneficial Trust Interests, and make Distributions to holders of Beneficial Trust Interests and (b) the appointment of a Plan Administrator to, among other things, resolve Disputed Claims other than holders of Beneficial Trust Interests, implement the terms of the Plan, and make Distributions to holders of Allowed Under the Plan, holders of Class 5 General Unsecured Claims will receive its pro rata share of the Beneficial Trust Interests, which Beneficial Trust Interests shall entitle the holders thereof to receive their pro rata share of the Litigation Trust Assets. For the avoidance of doubt, the Kinderhook General Unsecured Claim shall be allowed as a General Unsecured Claim in the amount of $1,000,000.00. Class 5 is impaired. "Beneficial Trust Interests" means a beneficial interest in the Litigation Trust, which interest shall be uncertificated and which shall be non-transferable except as expressly provided otherwise in the Litigation Trust Agreement. "Litigation Trust Assets" means only the following Assets of the Estates as of the Effective Date: the Retained Causes of Action and any proceeds therefrom, and (other than Performance Powersports Group Investor, LLC) the Debtors' equity interests, solely for the purpose of conferring derivative standing upon the Litigation Trustee to institute any Retained Causes of Action pursuant to the provisions of the Delaware General Corporation Law or the Delaware Limited Liability Company Act to the extent that the Litigation Trustee is found not to have direct standing to pursue such Claims as an estate representative pursuant to section 1123(b) of the Bankruptcy Code. The Litigation Trust Assets shall exclude (a) all assets, including claims and causes of actions, transferred or assigned to the Purchaser pursuant to the Sale Order and the Asset Purchase Agreement; (b) the Other Claims Reserve, except that any excess amounts in the Other Trust Claims Reserve after the payment in full or other satisfaction of all Allowed Administrative Claims (other than Professional Fee Claims), Priority Tax Claims, Other Priority Claims, and Other Secured Claims shall become Litigation Trust Assets and be treated as such under the Plan and the Litigation Trust Agreement; (c) the equity interests in Performance Powersports Group Investor, LLC; and (d) the Professional Fee Claims Reserve; provided that any excess amounts in the Professional Fee Claim Reserve after payment in full or other satisfaction of Allowed Professional Fee Claims, shall become Litigation Trust Assets and treated as such under the Plan and the Litigation Trust Agreement. For the avoidance of doubt, (a) any and all claims and causes of action owned by Kinderhook related to the Debtors following the closing of the sale under the Asset Purchase Agreement will remain with Kinderhook and will not be contributed to the Litigation Trust and shall not be Litigation Trust Assets. Distributions under the Plan on account of the Beneficial Trust Interests will be funded by the Litigation Trust Assets. All other distributions under the Plan, other than distributions on account of Beneficial Trust Interests, will be funded by the Other Claims Reserve or the Professional Fee Claims Reserve, as applicable. On the Effective Date, the Debtors shall fund the Other Claims Reserve and Professional Fee Claims Reserve in full in Cash. Counsel for the Debtors: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. Sally E. Veghte, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 E-mail: dpacitti@klehr.com myurkewicz@klehr.com sveghte@klehr.com A copy of the Disclosure Statement dated September 15, 2023, is available at https://tinyurl.ph/ngMVQ from Omniagentsolutions, the claims agent. About Performance Powersports Group Performance Powersports Group Investor, LLC and affiliates are in the business of adventure, selling dirt bikes, go-karts, ATVs, golf carts, and the like to retailers throughout the US. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10047) on Jan. 16, 2023. In the petition signed by Ken Vanden Berg, chief financial officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, represents the Debtor. Tankas Funding VI, LLC, as DIP lender, is represented by Kirkland & Ellis LLP. PESTO 1 INC: Gets OK to Hire Allan D. NewDelman as Legal Counsel ---------------------------------------------------------------- Pesto 1, Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Allan D. NewDelman PC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Allan D. NewDelman $475 Roberta J. Sunkin $395 Paralegal $150 - $200 Allan NewDelman, Esq., 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: Allan D. NewDelman, Esq. Allan D. NewDelman, PC 80 East Columbus Avenue Phoenix, AZ 85012 Telephone: (602) 264-4550 Email: anewdelman@adnlaw.net About Pesto 1 Inc. Pesto 1, Inc. filed Chapter 11 petition (Bankr. D. Ariz. Case No. 23-06473) on Sept. 18, 2023, with as much as $1 million in both assets and liabilities. Cosmo Magliozzi, president, signed the petition. Judge Eddward P. Ballinger Jr. oversees the case. Allan D. NewDelman, Esq., at Allan D. NewDelman, PC represents the Debtor as legal counsel. PGX HOLDINGS: Unsecureds Get Beneficial Interest in Creditor Trust ------------------------------------------------------------------ PGX Holdings, Inc., et al., submitted a First Amended Joint Chapter 11 Plan pursuant to Chapter 11 of the Bankruptcy Code. Under the Plan, holders of Class 6B Other General Unsecured Claims will receive its Pro Rata share of the beneficial interest in the Creditor Trust and as beneficiary of the Creditor Trust shall receive, on a distribution date, their Pro Rata share of net Cash derived from the Creditor Trust Assets available for distribution on each such distribution date as provided under the Plan and Creditor Trust Agreement, including: (i) A portion of the GUC Litigation Claims Settlement Cash (as allocated by the Committee in its sole discretion and to be disclosed in the Plan Supplement); (ii) the PIK Notes; (iii) proceeds of Other Assets; and (iv) the Excess Distributable Cash, if any (collectively, the "Other General Unsecured Claim Proceeds"); provided that if Class 6C (Litigation Claims) is an accepting Class, the Committee, in its sole discretion, may allocate to Holders of such claims a portion of the GUC Litigation Claims Settlement Cash to be disclosed in the Plan Supplement that would otherwise have been distributed to Class 6B (Other General Unsecured Claims). Class 6B is impaired. "Creditor Trust" means a trust established by the Debtors for the benefit of the Other GUC Claimants with the Creditor Trustee acting as trustee thereof, the governing terms of which shall be determined by the Committee, and which is funded with cash from the Debtors' cash on hand in the amount of $100,000, and which shall have the right to pursue the liquidation or monetization of the Other Assets (including collecting amounts due under or realizing upon the PIK Notes). The Creditor Trust shall also hold the PIK Notes for distribution in accordance with the Plan. "Creditor Trust Assets" means the assets transferred to the Creditor Trust on or after the Effective Date, including: (a) $100,000 of funding from the Debtors' cash on hand; (b) the PIK Notes; (c) the Other Assets; (d) any Excess Distributable Cash; and (e) a portion of GUC Litigation Claims Settlement Cash (as allocated by the Committee)]. "GUC Litigation Claims Settlement Cash" means cash in the amount of $750,000. The Debtors and Wind-Down Debtor, as applicable, shall fund the distributions and obligations under the Plan with Available Cash from the Wind-Down Budget held in the Wind-Down Debtor Account, as applicable, on the Effective Date. Sources to fund the distributions and obligations under the Plan include cash from the Creditor Trust in the amount of $100,000, from the GUC Trade Settlement Cash in the amount of $3.25 million, and from the GUC Litigation Claims Settlement Cash in the amount of $750,000 (of which $50,000 will be paid to the Holder of the Allowed CFPB Claim on account of the CFPB Claim as set forth in Article III). As indicated in Article II, pursuant to the Sale Orders, the DIP Claims have been satisfied in full in connection with the Sale Transaction. The Debtors shall continue in existence after the Effective Date as the Wind-Down Debtor solely for the purposes of (l) winding down the Debtors' businesses and affairs as expeditiously as reasonably possible and liquidating any assets held by the Wind-Down Debtor, if any, (2) resolving any Disputed Claims, (3) paying or otherwise satisfying Allowed Claims, (4) filing appropriate tax returns, and (5) administering the Plan in an efficacious manner. The Wind-Down Debtor shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (x) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court and (y) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case without the need or requirement for the Plan Administrator to File motions or substitutions of parties or counsel in each such matter; provided, however, that the Creditor Trustee shall have the rights, powers and authority as provided in Article IV.G herein and in the Creditor Trust Agreement, and shall be substituted as the party-in-lieu of the Debtors in all matters as provided in Article IV.G herein and in the Creditor Trust Agreement. On the Effective Date, the Wind-Down Debtor Assets shall vest in the Wind-Down Debtor for the primary purpose of liquidating the Wind-Down Debtor Assets and winding down the Debtors' Estates, with no objective to continue or engage in the conduct of a trade or business. The Wind-Down Debtor will, in an expeditious but orderly manner, liquidate and convert to Cash the Wind-Down Debtor Assets, make timely distributions pursuant to the Plan and Confirmation Order, and not unduly prolong its duration. Such assets shall be held free and clear of all Liens, Claims, and interests of Holders of Claims and Interests, except as otherwise provided in the Plan. The Wind-Down Debtor shall be deemed to be fully bound by the terms of the Plan and the Confirmation Order. Co-Counsel to the Debtors: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 E-mail: dpacitti@klehr.com myurkewicz@klehr.com - and - Morton R. Branzburg, Esq. 1835 Market Street, Suite 1400 Philadelphia, PA 19103 Telephone: (215) 569-3007 Facsimile: (215) 568-6603 E-mail: mbranzburg@klehr.com Co-Counsel to the Debtors and Debtors in Possession: Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Ave New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com - and - Spencer A. Winters, Esq. Whitney C. Fogelberg, Esq. Alison J. Wirtz, Esq. 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: spencer.winters@kirkland.com whitney.fogelberg@kirkland.com alison.wirtz@kirkland.com A copy of the First Amended Joint Chapter 11 Plan dated September 15, 2023, is available at https://tinyurl.ph/xWZPs from PacerMonitor.com. About PGX Holdings PGX Holdings, Inc., and affiliates are credit repair service providers, helping customers repair their credit and achieve their credit goals. PGX Holdings help consumers access and understand the information contained in their credit reports, ensure that the information contained in those reports is fair, accurate, and complete, and address other factors that may negatively impact their credit scores. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4, 2023. In the petition signed by Chad Wallace, chief executive officer and president, the Debtor disclosed up to $500 million in assets and up to $10 billion in liabilities. Judge Craig T. Goldblatt oversees the case. Kirkland and Ellis LLP, Kirkland and Ellis International LLP, and 300 North LaSalle represents the Debtor as bankruptcy counsel. The Debtors also tapped Klehr Harrison Harvey Branzburg LLP as local bankruptcy counsel, Alvarez & Marsal North America, LLC as financial advisor, Greenhill and Co., LLC as investment banker, Kurtzman Carson Consultants LLC as notice and claims agent, and Landis Rath and Cobb as conflicts counsel. King & Spalding, LLP, and Morris, Nichols, Arsht & Tunnell LLP, serve as counsel to Blue Torch Finance LLC, as DIP Agent and Prepetition First Lien Agent, and the Prepetition First Lien Lenders. Clyde & Co US LLP, serves as special counsel to the DIP Agent, the Prepetition First Lien Agent, and the Prepetition First Lien Lenders. Proskauer Rose LLP, is counsel to Prospect Capital Corporation, in its capacity as DIP Lender and lender under the Prepetition First Lien Credit Agreement. Morris, Nichols, Arsht & Tunnell LLP, is local counsel to Prospect Capital. PHILLIPS SEABROOK: Wins Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Phillips, Seabrook & Wilson, 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 pay ongoing ordinary and necessary expenses related to its ongoing post-petition business operations and to reimburse Dr. Lynette Wilson Phillips and Jonathan Phillips for funds advanced to pay the Debtor's ongoing operations and for payment of the expenditures which are reasonable and necessary for the continued operation of the Debtor's business. The Debtor is directed to pay Socotra REIT I, LLC the amount of $8,000 per month retroactive to August 2023 and to continue to be paid on the last day of each successive month until further order of the Court. As previously reported by the Troubled Company Reporter, Socotra REIT I LLC asserts an interest in the Debtor's cash collateral. The Socotra Loan for $2.8 million made by Debtor on October 14, 2020 is guaranteed by Lynette Wilson-Phillips, M.D., and Decatur Pediatric Group, P.A., a pediatric medical practice owned on the Petition Date by Dr. Wilson-Phillips, a member of PSW. The Socotra Loan is a secured interest perfected by the recording of a Deed to Secured Debt, Assignment of Leases and Rents, Fixture Filings and Security Agreement recorded in DeKalb County, Georgia on October 16, 2020. The interest rate is 10.99% and the loan purportedly matured on May 1, 2022, at which time PSW was required to make a balloon payment of any unpaid principal, interest, fees and costs. The loan required interest-only monthly payments of $26,197 beginning December 1, 2020. Out of the loan proceeds, Socotra held $157,184 as an Interest Reserve. Socotra used the Interest Reserve to pay one-half of each of the monthly interest-only payments, beginning with the first payment due and extending through and including the payment due November 1, 2021. Upon exhaustion of the Interest Reserve, PSW was required to begin to tender the entirety of each of the monthly interest-only payments to Socotra. A copy of the order is available at https://urlcurt.com/u?l=7Izqjj from PacerMonitor.com. About Phillips Seabrook & Wilson Phillips, Seabrook & Wilson, LLC, a company in Lithonia Ga., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-60626) on Dec. 30, 2022, with $1 million to $10 million in both assets and liabilities. Todd E. Hennings, Esq., at Macey, Wilensky & Hennings, LLP has been appointed as Subchapter V trustee. Judge Barbara Ellis-Monro oversees the case. The Debtor tapped Howard D. Rothbloom, Esq., at The Rothbloom Law Firm as bankruptcy counsel; Dame Law, P.C. as special counsel; and Kelly Coughlin, CPA, at EveryDay CPA, Inc. as accountant. PLASTIQ INC: Court Approves Plan and Disclosures ------------------------------------------------ Judge Brendan L. Shannon has entered an order approving and confirming the Chapter 11 Plan and approving the Amended Combined Disclosure Statement on a final basis of Plastiq Inc., et al. Any objections to the adequacy of the information contained in the Combined Disclosure Statement and Plan or Confirmation of the Plan, including any reservations of rights thereto, to the extent not withdrawn, waived, or resolved herein, are hereby overruled and denied on the merits. The Litigation Trust Agreement, substantially in the form filed with the Plan Supplement, is approved. As evidenced by the Voting Declaration, Class 3 and Class 4 for each Debtor has voted to accept the Plan. Classes 1 and 2 are not Impaired under the Plan and are, therefore, deemed to have accepted the Plan under Bankruptcy Code Section 1126(f), thus satisfying Bankruptcy Code section 1129(a)(8). The remaining classes of Claims and Interests (Class 5, Class 6, and Class 7) are Impaired by the Plan, and are not entitled to receive or retain any property under the Plan and, therefore, are deemed to have rejected the Plan pursuant to Bankruptcy Code section 1126(g). As found and determined below, pursuant to Bankruptcy Code section 1129(b)(1), the Plan may be confirmed notwithstanding the fact that such classes are Impaired and deemed to have rejected the Plan. Class 3 and Class 4 are Impaired and have accepted the Plan as to each Debtor, determined without including any acceptances of the Plan by any insider. Thus, the Combined Disclosure Statement and Plan satisfies Bankruptcy Code section 1129(a)(10). Holders of Claims and Interests in Classes 5, 6 and 7 are deemed to have not accepted the Plan. Based upon the evidence proffered, adduced, and presented by the Debtors at or in connection with the Confirmation Hearing, the Plan does not discriminate unfairly and is fair and equitable with respect to the aforementioned Classes, as required by Bankruptcy Code sections 1129(b)(1) and (b)(2). Thus, the Plan may be confirmed notwithstanding the deemed rejection of the Plan by the Holders of Claims and Interests in Classes 5, 6 and 7. Chapter 11 Plan Plastiq Inc., et al., submitted an Amended Combined Disclosure Statement and Chapter 11 Plan. As set forth in the First Day Declaration, the Debtors' paramount goal in the Chapter 11 Cases is to maximize the value of the estates for the benefit of the Debtors' creditor constituencies and other stakeholders through the sale of substantially all of the Assets. On the Petition Date, the Debtors filed a motion (the "Bidding Procedures Motion") seeking authority to proceed with a bidding and auction process to consummate the Sale through the Sale Process that the Debtors expect will generate maximum value for their assets. To facilitate the Sale Process, the Debtors, in consultation with Stephens and their other professional advisors, proposed certain customary bidding procedures (the "Bidding Procedures") to preserve flexibility in the Sale Process, generate the greatest level of interest in the Debtors' assets, and result in the highest or otherwise best value for those assets. Given the Debtors' liquidity situation at the outset of the Chapter 11 Cases, the Debtors believed that a timely sale of their assets would maximize value to the greatest extent possible under the circumstances of these Chapter 11 Cases, and generate the highest possible recoveries in the most efficient and expeditious manner possible, which will inure to the benefit of the Debtors' creditors and other stakeholders. The Debtors also believed that it would ensure, to the benefit of their estates, that the market has certainty around the parameters of the Sale Process. As set forth in the Bidding Procedures Motion, the Debtors, in consultation with Portage Point and their other professional advisors worked extensively to implement a robust and expeditious Sale Process. On June 21, 2023, the Bankruptcy Court entered the Bidding Procedures Order, approving the Bidding Procedures and establishing, among other things, July 20, 2023, as the bid deadline, July 25, 2023, as the auction date, and July 27, 2023, as the hearing to approve the Sale. Understanding that time was of the essence, upon the Petition Date, Portage Point commenced the postpetition marketing process for the Assets by engaging or reengaging with 202 prospective buyers, including various parties that had been contacted prior to the Petition Date, regarding the Assets and the Sale. Portage Point prepared and circulated marketing materials, which included a presentation detailing the Assets and the Sale Process, as well as, among other things, process letters, communications and information about these cases and an NDA. For those 45 parties that executed an NDA, Portage Point provided them with the CIM, provided access to the Data Room, and provided all potential parties in interest with access to the management team, if desired. Throughout the Sale Process, Portage Point supplemented its outreach efforts by sending periodic emails and/or calls to all interested parties with updates on the process, additions to the Data Room, and other supplemental information as the Chapter 11 Cases progressed (including re-engaging with all potential parties in interest after the bid procedures hearing and sending an updated process letter reflecting the additional time available to submit binding bids, among other things). Portage Point spent considerable time, energy, and resources engaging with potential bidders and other parties. The Debtors did not receive any bids, other than the Stalking Horse Agreement. Accordingly, the Debtors, after consultation with their advisors and in their business judgment, determined that the Stalking Horse Agreement was the highest and best bid. On July 31, 2023, the Bankruptcy Court entered the Sale Order approving the Sale to the Stalking Horse Bidder. Following the closing of the Sale, the Debtors will focus principally on efficiently winding down their businesses, preserving Cash held in the Estates, monetizing their remaining Assets and pursuing confirmation of this Plan. The remaining Assets are expected to consist of, among other things, the Litigation Trust Assets. This combined Disclosure Statement and Plan provides for the Assets, to the extent not already liquidated, to vest in the Litigation Trust and to be liquidated over time and the proceeds thereof to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan and the treatment of Allowed Claims described more fully herein. The Litigation Trustee will effect such liquidation and distributions. The Debtors will be dissolved as soon as practicable after the Effective Date. Under the Plan, Class 4 General Unsecured Claims total $27,729,998. Each Holder of a General Unsecured Claim will receive such Holder's pro rata share of the liquidated value of the Litigation Trust Assets. Creditors will recover 4.6% to 5.4% of their claims. Class 4 is impaired. "Litigation Trust Assets" shall consist of the following: (i) all Retained Causes of Action, including the proceeds related thereto, (ii) the Retained Amex Refund; (iii) the Retained Colonnade Disbursement; (iv) the Retained Excess Sale Proceeds; and (v) Assets excluded from the Sale. The Plan will be implemented by, among other things, the establishment of the Litigation Trust, the vesting in and transfer to the Litigation Trust of the Litigation Trust Assets, and the making of Distributions by the Litigation Trust in accordance with the Plan, Litigation Trust Agreement, and the Litigation Trust Budget. Counsel for the Debtors: 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 Fax: (302) 571-1253 E-mail: mnestor@ycst.com mlunn@ycst.com jmulvihill@ycst.com jkochenash@ycst.com A copy of the Findings of Fact dated September 15, 2023, is available at https://tinyurl.ph/KbspV from Kccllc, the claims agent. 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. PLATFORM II LAWNDALE: Unsecureds Owed $1.6M to Get 1%-74% of Claims ------------------------------------------------------------------- Platform II Lawndale LLC submitted an Amended Plan of Reorganization dated Sept. 15, 2023. This Plan is the Debtor's proposal for the Debtor's payment of the claims of its creditors as of the Petition Date. Under the Plan, the Debtor divided Class 3 Claims into three subclasses. Each Class concerns Claims having Unsecured Status. Notwithstanding that the Debtor designated Claims in subclasses for organizational purposes, Class 3a, Class 3b, and Class 3c include all of the Allowed Claims held by any Unsecured Creditor, and all disputed, contingent, or unliquidated Allowed Unsecured Claims allowed as of the Effective Date. There are 23 Unsecured Creditors. No Unsecured Claim shall accrue interest after the Petition Date. The Debtor owes these debts primarily due to issues with cash flow resulting from the mismanagement of its property by CubeSmart Self Storage, a third-party manager, and enormous borrowing costs. Class 3a includes all Unsecured Claims that are undisputed and equal to or greater than $10,000.00, other than the Class 3b and 3c Unsecured Claims. The Unsecured Creditors in each Class hold the following percentages of the total Unsecured Claims: * Class 3a General Unsecured Creditors total $361,154.39 and will recover 22.43% of their claims. Each Class 3a Claim Holder will receive quarterly payments totaling 25% of their Claims over five years (20 quarters). The payments will allow them to receive 1/20th of the total each quarter. There are 13 claimants in Class 3a. The sum to be paid to Class 3a Claims is $99,319.21 and 6.29% of the net proceeds from litigation. The percentage of Claims is 25%. The Debtor will make its first payment on the first day of the calendar quarter following the Plan's Effective Date. The Debtor will make the remaining payments on or before the first day of each following calendar quarter. After the payment of attorneys' fees and costs along with amounts owing to GreenLake, the Debtor will distribute a pro-rata portion of the net litigation proceeds, whether obtained by judgment or through settlement within 30 days of a receipt up to the amount of each Claimant's Claim. Class 3a is impaired. * Class 3b Convenience Class total $ 33,011.00 and will recover 2.05% of their claims. The holder of each Class 3b Claim will be paid in a single payment equal to 25% of their Claims. There are 8 claimants in Class 3b. The total to be paid to Class 3b Claims is $5,374.00 and 6.29% of the net proceeds from litigation. The percentage of Claims is 25%. The Debtor will make its first payment on the first day of the calendar quarter following the Plan's Effective Date. The Debtor will make the remaining payments on or before the first day of each following calendar quarter. After the payment of attorneys' fees and costs along with amounts owing to GreenLake, the Debtor will distribute a pro-rata portion of the net litigation proceeds, whether obtained by judgment or through settlement within 30 days of receipt up to the amount of each Claimant's Claim. Class 3b is impaired. * Class 3c Schindler Elevator Unsecured Claim total $17,197.40 arising from a mechanics lien for which no equity exists to pay it and will recover 1.07% of claims. The holder will be paid in quarterly payments equal to 25% of its Claim over five years (20 quarters). The payments will allow it to receive 1/20th of the total each quarter. The sum to be paid to Class 3c Claims is $4,299.35 and 1.05% of the net proceeds from litigation up to the amount of its Claim. The percentage of Claims is 25%. The Debtor will make its first payment on the first day of the calendar quarter following the Plan's Effective Date. The Debtor will make the remaining payments on or before the first day of each following calendar quarter. After the payment of attorneys' fees and costs along with amounts owing to GreenLake, the Debtor will distribute a pro-rata portion of the net litigation proceeds, whether obtained by judgment or through settlement within 30 days of a receipt up to the amount of Schindler Elevator's Claim. The Debtor placed Schindler Elevator's Claim in a separate Class because its Claim arose from a mechanics lien, which differs in nature from operating Claims. Class 3c is impaired. * Class 3d Coda Design + Build, LLC Unsecured Claim total $1,199,087.52 and will recover 74.46% of claims. Coda Design + Build, LLC will be paid in quarterly payments equal to 25% of its Claims over five years (20 quarters). The payments will allow it to receive 1/20th of the total each quarter. The sum to be paid to Coda Design + Build, LLC is $299,772.00 and 73.37% of the net proceeds from litigation up to the amount of its Claim. The percentage of the Claim is 25%. The Debtor will make its first payment on the first day of the calendar quarter following the Plan's Effective Date. The Debtor will make the remaining payments on or before the first day of each following calendar quarter. After the payment of attorneys' fees and costs along with amounts owing to GreenLake, the Debtor will distribute a pro-rata portion of the net litigation proceeds, whether obtained by judgment or through settlement within 30 days of a receipt up to the amount of Coda Design + Build, LLC's Claim. The Debtor placed Coda Design + Build, LLC's Claim in a separate Class because, as a related entity to the Debtor, it is an insider, and the Debtor cannot consider its vote as a vote in favor of confirming a Plan of Reorganization. Class 3d is impaired. The Debtor will retain all of its assets and will be obligated to make the payments required under the Plan. The Debtor has obtained a commitment for a post-confirmation loan from Red Oak Capital Holdings. Exhibit C to the Disclosure Statement shows the Sources and Uses of Funds from Red Oak Capital Holdings. The Debtor will obtain additional sums from investors to pay its obligations under the Plan and otherwise fund payments from income generated from its storage business. Counsel for the Platform II Lawndale LLC: Gregory J. Jordan, Esq. Mark Zito, Esq. JORDAN & ZITO LLC 350 North LaSalle Drive, Suite 1100 Chicago, IL 60654-4980 Tel: (312) 854-7181 E-mail: gjordan@jz-llc.com mzito@jz-llc.com A copy of the Disclosure Statement dated September 15, 2023, is available at https://tinyurl.ph/QjQMU from PacerMonitor.com. About Platform II Lawndale LLC Platform II Lawndale LLC is an Illinois limited liability company that owns a self-storage facility at 1750 North Lawndale Avenue in Chicago's West Logan Square neighborhood. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-07668) on July 11, 2022. In the petition signed by Scott Krone, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Deborah L. Thorne oversees the case. Gregory J. Jordan, Esq., at Jordan & Zito LLC is the Debtor's counsel. POLAR US: Credit Suisse AMIFI Marks $568,000 Loan at 21% Off ------------------------------------------------------------ Credit Suisse Asset Management Income Fund, Inc has marked its $568,000 loan extended to Polar US Borrower, LLC to market at $450,412 or 79% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Polar US Borrower, LLC. The loan accrues interest at a rate of 9.721 ‑ 9.827% (3 mo. USD Term SOFR + 4.750%) per annum. The loan matures on August 15, 2025. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Polar US Borrower, LLC is the pass-through entity of ultimate parent, SK Blue Holdings, LP, an affiliate of private investment firm, SK Capital Partners. SI Group manufactures performance additives for use in polymer, rubber, lubricants, fuels, adhesives applications, surfactants in addition to some specialty chemicals. PRECIPIO INC: Looking to Regain Nasdaq Compliance ------------------------------------------------- Precipio, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the Company has filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware. It also announced that it has implemented a 1-for-20 reverse stock split of outstanding shares of the company's common stock in order to regain compliance with the Nasdaq minimum bid price requirement of $1. As previously reported in the Company's 8-K filed with the Securities and Exchange Commission on June 15, 2023, the Company's stockholders previously approved the proposal to authorize the Board of Directors of the Company to, in its discretion, amend the Company's Third Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of between 1-for-2 and 1-for-30 at any time prior to the one-year anniversary of the date on which such proposal was approved by the Company's stockholders, with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of the Company's stockholders. On September 13, 2023, the Company's Board approved a reverse stock split of the Company's Common Stock at a ratio of 1-for-20. On September 21, the Company effected the Reverse Stock Split. As a result of the Reverse Stock Split, every 20 shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduces the number of shares of Common Stock issued and outstanding from 27,562,298 to 1,378,095. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted will be settled in cash equal to the product of: (i) The closing price of the Common Stock as reported on The Nasdaq Capital Market as of September 21, 2023, multiplied by (ii) the number of shares of Common Stock held by the stockholder immediately prior to September 21, that would otherwise have been exchanged for such fractional shares. The Common Stock issued pursuant to the Reverse Stock Split remains fully paid and non-assessable. The Reverse Stock Split does not affect the number of authorized shares of common stock or the par value of the Common Stock. The Common Stock is anticipated to begin trading on a split-adjusted basis on Nasdaq at the market open on September 22, 2023. The trading symbol for the Common Stock will remain “PRPO.” Following the Reverse Stock Split, the CUSIP for the Company's Common Stock will be 74019L602. The Reverse Stock Split also impacts the Company's outstanding stock options, warrants, and other exercisable or convertible instruments. It will result in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. About Precipio Omaha, Nebraska-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents, and services. Precipio reported a net loss of $12.18 million in 2022, and a net loss of $8.52 million in 2021. As of Dec. 31, 2022, the Company had $21.50 million in total assets, $5.14 million in total liabilities, and $16.37 million in total stockholders' equity. New Haven, CT-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROCARE PROPERTY: Case Summary & Two Unsecured Creditors -------------------------------------------------------- Debtor: Procare Property Management LLC 415 Silas Deane Parkway Suite 401 Wethersfield CT 06109 Chapter 11 Petition Date: September 28, 2023 Court: United States Bankruptcy Court Western District of Texas Case No.: 23-51301 Debtor's Counsel: Morris E. "Trey" White III, Esq. VILLA & WHITE LLP 1100 N.W. Loop 410 Ste. 802 San Antonio TX 78213 Tel: (210) 225-4500 Fax: (210) 212-4649 Email: treywhite@villawhite.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James Rivera as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TTQ5S4Q/Procare_Property_Management_LLC__txwbke-23-51301__0001.0.pdf?mcid=tGE4TAMA PROJECT BOOST: Moody's Rates New $11.7MM First Lien Loans 'B2' -------------------------------------------------------------- Moody's Investors Service has affirmed the B2 ratings of Project Boost Purchaser, LLC's (Project Boost) 1st lien senior secured term loans following the proposed $525 million add-on debt to fund the Autovista Group (unrated) acquisition. Moody's also assigned a B2 rating to proposed $11.7 million senior secured 1st lien revolving credit facility to Project Boost. At the same time, Moody's affirmed Boost Parent, L.P.'s (Boost) B3 corporate family rating and its B3-PD probability of default rating, as well as affirmed the B2 senior secured 1st lien revolving credit facility rating issued by Project Boost. The outlook for both entities is stable. The rating action follows the announcement that Boost has reached a definitive agreement to acquire Autovista Group, a European automotive data analytics company, for an undisclosed amount. The acquisition will be funded with a combination of $525 million debt, equity (not pubically disclosed) and around $100 million of company cash. The transaction is expected to close in Q4 2023 after satisfying regulatory approvals. "Boost's acquisition of Autovista strengthens its business profile by modestly reducing Boost's North American concentration through an established high margin pan-European presence with solid market positions," said Dion Bate, Moody's Vice President. "In addition, the high proportion of subscription based revenue and stable customer base will enhance Boost's overall cash flow predictability. However, financial leverage will remain high and interest coverage weak following the largely debt funded acquisition." RATINGS RATIONALE Boost's B3 rating is constrained by: 1) high financial leverage with Moody's proforma adjusted debt to EBITDA of 8.5x, declining below 8x through 2024; 2) unhedged floating rate debt exposed to higher interest rates resulting in adjusted EBITA/interest expense of around 1.5x through 2024; 3) customer concentration in the North American automotive industry, partially offset by its entry into Europe following the acquisition of Autovista (17% of proforma 2023 revenue); and 4) Moody's expectation that Boost will remain acquisitive potentially leading to further debt funded acquisitions. Boost's rating benefits from: 1) a robust catalog of proprietary data that drives the company's value proposition to automotive dealers, financial service companies and OEMs, which creates barriers to entry against any significant competition; 2) low capital intensity and flexible cost structure supports Boost's ability to generate free cash flow; and 3) good liquidity with no term debt maturities until May 2026. Boost has good liquidity. Moody's expects sources of liquidity to be around $220 million over the four quarters to December 2024 compared to uses of around $22 million mandatory debt amortization payments. Sources are comprised of free cash flow of around $85 million for FY2024 ending December, proforma cash of around $55 million and full availability under the company's $80 million revolving credit facility (RCF) expiring May 2026. The company's 1st lien credit facility features a springing covenant based on revolver utilization over a certain threshold. Moody's does not expect it to be tested over the next 12-18 months, but if so Moody's expects the company to remain in compliance. The $525 million add-on debt is fungible with the existing 1st lien term loan due May 2026 and will be treated as a single class of debt having terms and provisions identical to those of Project Boost's existing 1st lien term loan B. The pro forma outstanding balance on the 1st lien term loan is $2.15 billion. Project Boost's senior secured 1st lien facilities are rated B2, one notch above Boost's B3 corporate family rating (CFR), reflecting their first priority security interest in assets and the loss absorption provided by the $415 million second lien term loan (unrated). The 1st lien debt is secured by substantially all assets of Boost and its subsidiaries. The stable outlook reflects Moody's expectation that Boost will continue to grow EBITDA such that financial leverage will decline below 8x through 2024, generate free cash flow and maintain good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity deteriorates, debt/EBITDA is sustained above 8x, free cash flow were to be negative, or EBITA/interest is sustained below 1x. The ratings could be upgraded if debt/EBITDA is sustained below 6x, if free cash flow/debt sustained above 5%, or if EBITA/Interest sustained above 2x. All credit metrics are based on Moody's standard adjustments. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Boost Parent, L.P. (Boost) is the holding company of Project Boost Purchaser, LLC (Project Boost) the debt issuer and holding company of several companies including J.D. Power and Autodata, Inc. The company's focus is on providing data analytics and technology solutions to automotive OEMs and dealerships, insurance companies and financial institutions. QUEST SOFTWARE: Credit Suisse AMIFI Marks $994,000 Loan at 22% Off ------------------------------------------------------------------ Credit Suisse Asset Management Income Fund, Inc has marked its $994,000 loan extended to Quest Software U.S. Holdings, Inc to market at $776,362 or 78% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Quest Software U.S. Holdings, Inc. The loan accrues interest at a rate of 9.445% (3 mo. USD Term SOFR + 4.250%) per annum. The loan matures on February 2, 2029. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Quest Software provides software solutions. The Company offers enterprise software that identities, users and data, streamlines IT operations, and hardens cyber security from the inside out. Quest Software serves customers in the United States. REDSTONE HOLDCO: Credit Suisse Fund Marks $130,000 Loan at 37% Off ------------------------------------------------------------------ Credit Suisse Asset Management Income Fund, Inc has marked its $130,000 loan extended to Redstone Holdco 2 LP to market at $82,116 or 63% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Redstone Holdco 2 LP. The loan accrues interest at a rate of 13.042% (3 mo. USD LIBOR + 7.750%) per annum. The loan matures on April 27, 2029. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of the buyout of the RSA Security business from Dell Inc. REDSTONE HOLDCO: Credit Suisse Fund Marks $892,000 Loan at 16% Off ------------------------------------------------------------------ Credit Suisse Asset Management Income Fund, Inc has marked its $892,000 loan extended to Redstone Holdco 2 LP to market at $746,999 or 84% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Redstone Holdco 2 LP. The loan accrues interest at a rate of 10.005% (3 mo. USD LIBOR + 4.750%) per annum. The loan matures on April 27, 2028. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of the buyout of the RSA Security business from Dell Inc. RITE AID CORP: At Risk of Closing About 500 Stores in California ---------------------------------------------------------------- Dinniah Bartholomew of The U.S. Sun reports that FEARS are growing a major pharmacy chain could be forced to shut down 500 stores in one state as bankruptcy rumors swirl. Experts have speculated that pharmacy giant Rite Aid is going into bankruptcy amid massive store closures in California and thousands of opioid prescription-related lawsuits aimed at the company. In order to address its federal and state lawsuits for its part in the opioid crises, the CVS rival plans to file for Chapter 11 bankruptcy according to Bloomberg. Filing for bankruptcy does not mean the company will shut down, but instead gives Rite Aid the power to restructure the company and reject lease payments. The retailer announced that they have experienced a massive net loss of $307 million in the first quarter of 2023, which is far worse than their $110.2million loss the previous year. Rite Aid has closed 458 stores in California, and the number is steadily growing in other areas. Recently the company announced additional store closures in New York, Washington, and Oregon. According to the company, they have a meticulous way of deciding which store they can shut down based on specific requirements. A spokesperson told local NBC affiliate Kobi-TV: "Like all retail businesses, we regularly review each of our locations to ensure we are meeting the needs of our customers, communities, and overall business." "A decision to close a store is one we take very seriously and is based on a variety of factors including business strategy, lease and rent considerations, local business conditions and viability, and store performance." "We review every neighborhood to ensure our customers will have access to health services, be it at Rite Aid or a nearby pharmacy, and we work to seamlessly transfer their prescriptions so there is no disruption of services." "We also strive to transfer associates to other Rite Aid locations where possible." While Rite Aid has not publically addressed the bankruptcy speculation, a source told Bloomberg that the company is still working on the details. The U.S Sun has reached out to Rite Aid for comment. About Rite Aid Corp. RITE AID CORPORATION operates retail drugstores. The Company is also involved in pharmacy benefit management marketing prescription plans and selling other managed health care services to employers, health plans and their members, and government-sponsored employee benefit programs. SATURNO DESIGN: Court Confirms Second Amended Plan -------------------------------------------------- Judge David W. Hercher has entered an order confirming the Second Amended Plan of Saturno Design, LLC. The Court approved these changes to the Second Amended Plan: * Section 1.70 of the Second Amended Plan ("T Bank's Secured Claim") is modified to read in its entirety as follows: "'T Bank's Secured Claim' means a Secured Claim held by T Bank in the principal amount of $747,600 (the value of the Assets, as of the Confirmation Date, on which T Bank has a Lien) with interest to accrue at the federal prime rate in effect on the Petition Date plus 1.0%." * The first paragraph of Section 2.7 of the Second Amended Plan ("T Bank's Secured Claim; SBA's Deficiency Claim") is stricken and replaced in its entirety as follows: "The Plan provides for the payment of T Bank's Secured Claim in the amount of $747,600.00, as determined by the Court in that certain Memorandum Decision on T Bank's Plan-Confirmation Objection issued on September 13, 2023." * Section 4.1.b of the Second Amended Plan shall be stricken and replaced with "Reserved." Second Amended Plan Saturno Design submitted a Second Amended Chapter 11 Plan of Reorganization "Projected Disposable Income" means the income that is projected to be received by the Debtor and that is not reasonably necessary to be expended for the payment of expenditures necessary for the continuation, preservation, or operation of the Debtor's business, which such necessary payments shall include, for the avoidance of doubt, the payments to the Holders of Allowed Administrative Claims, Allowed Secured Claims, and Allowed Priority Claims, in accordance with this Plan, and any other payments required or contemplated by this Plan (other than payments of Projected Disposable Income made to the Holders of Allowed General Unsecured Claims in accordance with this Plan), by order of the Court, or pursuant to applicable law in connection with the Chapter 11 Case. As set forth on the Plan Period Projections attached hereto, such Projected Disposable Income is, for the period of October 1, 2023 (the assumed Effective Date) through December 31, 2026, equal to $114,225, broken down as follows: for the period of January 1, 2024 through December 31, 2024, $77,603; for the period of January 1, 2025 through December 31, 2025, $30,022; and for the period of January 1, 2026 through December 31, 2026, $6,600. Additional details supporting these calculations of Projected Disposable Income are set forth on the Plan Period Projections attached hereto. Under the Plan, Class 3 consists of all General Unsecured Claims totaling $711,102.69, including T Bank's Deficiency Claim and SBA's Deficiency Claim. Each Holder of an Allowed General Unsecured Claim will receive payments on the following dates, each such payment being a Pro Rata share of the Debtor's Projected Disposable Income for the time period set forth below and in the amount set forth below (and as represented on the Plan Period Projections). i. On or about January 8, 2025, a Pro Rata share of the Debtor's Projected Disposable Income for the period of January 1, 2024 through December 31, 2024, which Projected Disposable Income is $77,603.00. ii. On or about January 8, 2026, a Pro Rata share of the Debtor's Projected Disposable Income for the period of January 1, 2025 through December 31, 2025, which Projected Disposable Income is $30,022.00. iii. On or about January 8, 2027, a Pro Rata share of the Debtor's Projected Disposable Income for the period of January 1, 2026 through December 31, 2026, which Projected Disposable Income is $6,600.00. iv. Notwithstanding the foregoing or anything herein to the contrary, payments to the Holders of Allowed General Unsecured Claims in this Class shall cease upon the earlier of: (A) the date on which all such Allowed General Unsecured Claims have been paid in full and (B) the date on which the payment provided for in clause (iii) occurs. At the earlier of (A) and (B), the Debtor shall be discharged from any further liability relating to such Allowed General Unsecured Claims as further described in section 9.1 of this Plan and shall not be liable for any further payments thereon. Class 3 is impaired. The payments required under the Plan shall be made primarily from the following sources: (a) the proceeds generated from the operation of the Debtor's business; (b) the proceeds of any Causes of Action and Claims which the Debtor and/or its Estate have brought and/or may elect to bring, including, without limitation, any proceeds of such Causes of Action; and (c) the proceeds of any sale transaction to be entered into by the Debtor, including any sale of an Asset in accordance with section 6.2 hereof. The proceeds of any such sale shall be distributed first to satisfy T Bank's Secured Claim (if the Assets sold are subject to T Bank's Lien) or to the Holder of any other valid Lien on such Assets. Any remaining proceeds of such sale shall be held by the Debtor and used to satisfy its obligations in accordance with this Plan (provided, however, that if such sale proceeds are sufficient to satisfy all of the Debtor's payment obligations under this Plan, then the Debtor shall be entitled to keep such excess proceeds free and clear of any Claims which are governed by this Plan). Proposed Attorneys for the Debtor: Tara J. Schleicher, Esq. Dan Youngblut, Esq. FOSTER GARVEY P.C. 121 SW Morrison St., 11th Floor Portland, OR 97204 Telephone: (503) 228-3939 Facsimile: (503) 226-0259 E-mail: tara.schleicher@foster.com dan.youngblut@foster.com A copy of the Order dated September 15, 2023, is available at https://tinyurl.ph/ccomS from PacerMonitor.com. About Saturno Design Saturno Design, LLC, owns and operates a business that provides website development and software solutions to the legal industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-31455) on July 3, 2023. In the petition signed by Rodolfo Bozas, managing partner, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge David W. Hercher oversees the case. Tara J. Schleicher, Esq., at Foster Garvey P.C., is the Debtor's legal counsel. SAVANNAH CAPITAL: Affiliate Taps Tranzon Driggers as Auctioneer --------------------------------------------------------------- New Broughton Street, LLC, an affiliate in the Chapter 11 cases of Savannah Capital, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Soldnow, LLC, doing business as Tranzon Driggers, as auctioneer. The auctioneer will assist in the marketing and selling of New Broughton's real property located at 322, 320, 318, 312, and 310 West Broughton St., Savannah, Ga. The auctioneer has agreed to a marketing budget not to exceed $12,500. As compensation for its services, the auctioneer has agreed to a 10 percent buyer's premium, to be added to the high bid, subject to the following adjustments: (i) auctioneer will receive 70 percent of the buyer's premium and buyer's broker, if any, will receive 20 percent of the buyer's premium and the Debtor's estate will retain 10 percent of the buyer's premium; or (ii) if no buyer's broker, then the Debtor's estate will retain 30 percent of the buyer's premium. Jon Barber, vice president of Tranzon Driggers, 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: Jon K. Barber Tranzon Driggers 101 E. Silver Springs Blvd., Suite 206 Ocala, FL 34470 Telephone: (352) 369-1047 Facsimile: (352) 369-9295 About Savannah Capital Savannah Capital, LLC is an asset management company based in Savannah, Ga. Savannah Capital and its affiliate, New Broughton Street, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 22-01431) on April 11, 2022. In the petitions filed by Kris Callen, manager, both Debtors listed up to $50,000 in assets and up to $10 million in liabilities. Judge Catherine Peek McEwen oversees the cases. Jake C. Blanchard, Esq., at Blanchard Law, PA is the Debtors' counsel. SEMRAD LAW: Unsecureds to Get Share of Plan Administrator Assets ---------------------------------------------------------------- The Semrad Law Firm, LLC, submitted a Subchapter V Debtor's Second Amended Plan of Reorganization. Under the Plan, the Debtor will devote all of its projected Disposable Income toward the payment of Creditors. The Plan will be funded with the funds that are not for the payment of expenditures necessary for the continuation, preservation, or operation of the business of the Debtor. The Plan provides for payment of Administrative Expenses, Priority Tax Claims, and Allowed Secured Claims in accordance with the Bankruptcy Code, and projects payment to Allowed General Unsecured Claims. Furthermore, Holders of Equity Interests will retain their Equity Interests as they existed on the Commencement Date. Additionally, a Plan Administrator will be appointed pursuant to the terms of this Plan. The Plan Administrator will primarily be responsible for: (1) distributing the Plan Administrator Assets to make distributions pursuant to this Plan; and (2) investigating and prosecuting all Causes of Action, including Causes of Action against Insiders, objecting to Claims, and resolving Disputed Claims. Class 3 General Unsecured Claims total $1,844,199.03 and are impaired. All Allowed General Unsecured Claims will be paid from the Plan Administrator Assets pro rata in quarterly installments from Disposable Income commencing in Q1 2028 and ending on the Last Distribution Date. In addition, after all Administrative Claims, Allowed Secured Claims, and Priority Tax Claims are paid in full, all Excess Proceeds shall be committed to paying Allowed General Unsecured Claims. The Plan will be funded by the proceeds realized from the operations of the Debtor. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. Counsel to the Debtor: Joseph C. Barsalona II, Esq. PASHMAN STEIN WALDER HAYDEN, P.C. 1007 North Orange Street 4th Floor #183 Wilmington, DE 19801-1242 Telephone: (302) 592-6496 E-mail: jbarsalona@pashmanstein.com - and - Richard C. Solow, Esq. The Woolworth Building, 233 Broadway, Suite 820 New York, NY 10279 E-mail: rsolow@pashmanstein.com A copy of the Disclosure Statement dated September 15, 2023, is available at https://tinyurl.ph/IpdmA from PacerMonitor.com. About Semrad Law Firm Semrad Law Firm, LLC, is a debt relief agency, a bankruptcy law firm offering legal relief to families struggling with debt. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10512) on April 26, 2023. In the petition signed by Patrick Semrad, manager, the Debtor disclosed $8,267,344 in assets and $7,809,414 in liabilities. Judge John T. Dorsey oversees the case. Joseph C. Barsalona II, Esq., at Pashman Stein Walder Hayden, PC, is the Debtor's legal counsel. SENIOR CARE: Claims to be Paid From Sale of Assets -------------------------------------------------- Senior Care Living VII, LLC, submitted a Disclosure Statement for its Amended Plan under Chapter 11 of the United States Bankruptcy Code. The Debtor owned an assisted living facility (ALF) located on 9 acres of Class A property in Lewisville, Texas, known as Inspired Living at Lewisville consisting of approximately 123 assisted living beds, 51 memory support beds, and other common areas. The ALF offers assisted living and memory care. The Debtor also owned approximately 4.04 acres of additional undeveloped real property on the main thoroughfare of Lewisville (the "Excess Real Estate"). Shortly after the bankruptcy filing, the Debtor sought and obtained authority to employ a real estate broker (Valhalla Real Estate) to sell its Excess Real Estate. The Debtor ultimately received a bona fide offer to purchase the Excess Real Estate and requested the Bankruptcy Court to approve bid procedures. With the consent of the Debtor, the Office of the United States Trustee appointed Mary L. Peebles, as patient care ombudsman in this case. On April 14, 2022, Ms. Peebles issued her report on the quality of patient care at the Debtor's ALF opining that management at all levels have been cooperative, honest and forthright, and that patient care is at an acceptable level. The Debtor filed a motion to direct payment of the 2020 real estate taxes from the debt service reserve held by the Bond Trustee which was granted by the Bankruptcy Court. The Bond Trustee paid the 2020 real estate taxes from the debt service reserve. The Debtor has timely filed its monthly operating reports and provided requested information to the Bond Trustee. Moreover, the Debtor has engaged in active negotiations with the Bond Trustee concerning the treatment of the bondholder debt, including sale of the Debtor's assets. The Debtor sought and obtained authority to employ SC&H as financial advisor to assist the Debtor with potential new financing. The Debtor negotiated a term sheet with a lender that was anticipated to immediately provide as much as $35 million to the Bondholders. The Debtor ultimately filed a motion to approve post-petition lending and a motion to approve compromise with the Bond Trustee. However, the proposed lending fell through and such motions were withdrawn. In August 2022, the Debtor and Bouldin reached an agreement with the Bond Trustee to cooperate with a sale of the Debtor's assets, both the ALF and the Excess Real Estate. On August 19, 2022, the Debtor filed an Emergency Motion For Order Approving Compromise with UMB Bank, N.A., As Trustee. A copy of the proposed Settlement Agreement between and among the Debtor, Bouldin and the Bond Trustee was attached to the Compromise Motion. Baxter Construction objected to the Compromise Motion and the Settlement Agreement expressing concerns about the scope of the release in favor of the Bond Trustee. The US Trustee expressed similar concerns. In response, the Debtor, in consultation with the Bond Trustee, proposed a revised Settlement Agreement to Baxter Construction and the US Trustee with a much narrower release in favor of the Bond Trustee. Despite the revised settlement, Baxter Construction continued with its objections and the Compromise Motion remains pending at this time. Notwithstanding the fact that the Compromise Motion had not yet been approved, the Debtor and Bouldin complied with their obligations under the Settlement Agreement, including revising the Debtor's previously filed motion to approve bid procedures and filing an application to approve the retention of the Bond Trustee's chosen investment banker as the Debtor's investment banker/broker. Moreover, in furtherance of the proposed settlement, the Debtor obtained an order approving bid procedures as supplied by the Bond Trustee and an order approving the retention of RBC Capital Markets, LLC ("RBC"). Over the following months, the Debtor and Bouldin implemented the bid procedures and cooperated with RBC and the Bond Trustee in connection with the marketing and sale of the Debtor's real property. The Debtor also filed a motion to approve sale of the Debtor's real property in a form acceptable to the Bond Trustee. The agreed-upon process led to stalking horse contracts on both the ALF and the Excess Real Estate at prices acceptable to the Bond Trustee. There were no overbids on the stalking horse contracts and an auction was not conducted. By Sale Orders dated December 27, 2022, the Bankruptcy Court approved the sale of the ALF and related assets to Phorcys Asset Management, LLC ("Phorcys"), for a price of $28 million, and the sale of the Excess Real Estate to MPH Partners, LLC ("MPH"), for a price of $1,683,445. The Sale Orders contemplate that all proceeds of sale will be held in a separate account pending further order of the Bankruptcy Court. The closing on the Excess Real Estate occurred in April 2023. In the meantime, Phorcys did not close on the ALF and the Debtor declared Phorcys in default. Subsequently, Phorcys negotiated a reduced price of $26 million on the ALF with the Bond Trustee. The closing on the ALF occurred in July 2023. As a result of the closings, the Debtor received approximately $26,560,232.14 in the special DIP account required under the Sale Orders. Subsequently, the Debtor and Mr. Bouldin reached a revised settlement with the Bond Trustee concerning the distribution of the sale proceeds and other collateral of the Bond Trustee, including the creation of a fund for distribution to unsecured creditors. In furtherance of the revised settlement, the Bond Trustee filed a Motion for Entry of an Order Authorizing the Distribution of the Proceeds of Sale of the Debtor's Assets , and the Debtor filed (or will file) an Amended Motion for Order Approving Compromise with UMB Bank, N.A., as Trustee (the "Amended Compromise Motion"). A copy of the revised Settlement Agreement between and among the Debtor, Bouldin and the Bond Trustee is attached to the Amended Compromise Motion. Class 2 All Allowed Unsecured Claims against the Debtor, including the deficiency claim on the bond debt in the approximate amount of $28 million and the disputed claims filed by Baxter Construction Company ("Baxter") totaling $3,011,041. Payments and distributions under this Plan will be funded from proceeds of the sales of the Debtor's ALF and Excess Real Estate (to the extent not already distributed), any cash on hand, and the Bouldin Payment. Incorporated into the Plan, to the extent necessary, is the settlement between and among the Debtor, Bouldin and the Bond Trustee that provides for a comprehensive release of the Bond Trustee conditioned upon the Bond Trustee's support of the Plan and other consideration. Parties should review the Plan and the Amended Compromise Motion for the terms of the settlement and the releases. The Debtor and Bouldin have complied with all aspects of the settlement notwithstanding the fact that no settlement has yet to be approved. To the extent necessary, the Sale Orders will also be incorporated into the Plan. The Debtor's monthly operating reports, showing the performance of the Debtor's ALF during chapter 11, are available in the Bankruptcy Court file. No liquidation analysis is attached as this is effectively a liquidating plan. The Debtor received approximately $26,560,232.14 in sales proceeds into the special DIP account. These funds will be distributed pursuant to an order of the Bankruptcy Court on the Distribution Motion. The Debtor is holding approximately $827,290 in its regular DIP account. Pursuant to the Amended Compromise Motion, Mr. Bouldin will pay $200,000 for a release from the Bond Trustee and such funds will be used for making distribution to unsecured creditors under a confirmed plan. If the Plan is not confirmed, the funds will be paid to the Bond Trustee. Attorney for the Debtor: Michael C. Markham, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 401 E. Jackson St., Suite 3100 Tampa, FL 33602 Tel: (727) 480-5118 E-mail: mikem@jpfirm.com A copy of the Disclosure Statement dated September 15, 2023, is available at https://tinyurl.ph/pShpc from PacerMonitor.com. About Senior Care Living VII Senior Care Living VII, LLC sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 22-00103) on Jan. 10, 2022, listing up to $50 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Michael C. Markham, Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, is the Debtor's legal counsel while SC&H Group, Inc. serves as the Debtor's financial advisor. SERTA SIMMONS: Credit Suisse AMIFI Marks $741,000 Loan at 40% Off ----------------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $741,000 loan extended to Serta Simmons Bedding LLC to market at $443,302 or 60% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to Serta Simmons Bedding LLC. The loan accrues interest at a rate of 15.014% (3 mo. USD LIBOR + 9.500%) per annum. The loan was scheduled to mature on August 10, 2023. Serta Simmons has filed for Chapter 11 bankruptcy. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Serta Simmons Bedding, LLC manufactures bedding products. The Company offers blankets, sheets, bed frames, mattress protectors, and accessories. SEVEN KITCHEN: Taps Law Office of Marilyn D. Garner as Counsel -------------------------------------------------------------- Seven Kitchen & Cocktails, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ the Law Office of Marilyn D. Garner as its counsel. The firm will render these services: (a) advise the Debtor of its powers and duties in the continued operation of its business and management of its property; (b) take necessary action to investigate and recover fraudulent or preferential transfers of the Debtor's property before commencement of its Chapter 11 proceedings and, where appropriate, institute appropriate proceedings for sale of property free and clear of liens and assist in obtaining post-petition financing; (c) defend the Debtor in contested matters or adversary proceedings as they are brought before the court under Chapter 11 administration; (d) prepare legal papers; and (e) advise the Debtor concerning its conduct and responsibilities and perform all other necessary legal services. The hourly rates of the firm's counsel and staff are as follows: Attorney $450 Associate Attorney $250 Legal Assistant $150 Marilyn Garner, Esq., an attorney at the Law Office of Marilyn D. Garner, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached through: Marilyn D. Garner, Esq. Law Office of Marilyn D. Garner 2001 E. Lamar Blvd., Suite 200 Arlington, TX 76006 Telephone: (817) 505-1499 Facsimile: (817) 549-7200 About Seven Kitchen & Cocktails Seven Kitchen & Cocktails, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 23-42714) on Sept. 8, 2023, with as much as $1 million in both assets and liabilities. The Law Office of Marilyn D. Garner serves as the Debtor's counsel. SEVERIN ACQUISITION: Moody's Rates New First Lien Term Loan 'B2' ---------------------------------------------------------------- Moody's Investors Service assigned B2 ratings to Severin Acquisition, LLC's (dba "PowerSchool"), a leading provider of cloud-based software solutions to the K-12 education market, proposed amended and extended backed senior secured first lien credit facilities, consisting of new backed first lien term loan due August 2027 and backed first lien revolver due May 2027. All other ratings of PowerSchool are unaffected, including the company's B2 corporate family rating, B2-PD probability of default rating, and SGL-2 speculative grade liquidity rating ("SGL"). The outlook is stable. The net proceeds from the new $840 million term loan and modest cash from balance sheet will be used to repay the $840 million aggregate principal amount outstanding under the term loan agreement, dated as of August 1, 2018 (including $100 million incremental facility raised in July 2023), and pay transaction fees and expenses. The proposed transaction extends maturities of its senior secured first lien revolving credit facility and senior secured first lien term loan by two years, while also upsizing its revolving credit facility to $350-400 million from $289 million. The existing B2 ratings on the company's existing senior secured term loan and revolver are unaffected and will be withdrawn once the refinancing transaction is completed. Moody's views the proposed bank debt refinancing transaction as modestly credit positive because it extends the company's debt maturity profile and provides additional revolver capacity to support the company's liquidity needs. PowerSchool's ability to access external liquidity is an important credit consideration given the company's highly seasonal cash needs, and less than $10 million of balance sheet cash expected at closing. On July 31, 2023, PowerSchool raised $100 million of incremental first lien term loan and together with cash on hand and borrowings under the revolving credit facility to fund a $300 million purchase of SchoolMessenger, a provider of communication tools for the K-12 and higher education market in North America. Moody's believes that the majority of the PowerSchool's internally generated cash flow for 3Q23, one of its seasonally highest cash flow quarters, was allocated towards this acquisition. As such, Moody's anticipates that the company will maintain its revolving credit balance through the beginning of the next academic year in 2024. RATINGS RATIONALE PowerSchool's B2 CFR is supported by: (1) its leading market position as a provider of enterprise resource planning (ERP), student information systems (SIS), and learning management systems (LMS) for the K-12 market in the United States and growing international operations; (2) Moody's expectation of at least 10% organic revenue growth over the next 12-18 months due to favorable secular trends and solid contract pipeline; (3) the highly predictable and recurring annual subscription-based software-as-a-service (SaaS) revenue generated from multi-year contracts with historically high gross retention rates; and (4) Moody's expectation for the company to generate free cash flow-to-debt above 15% by end of 2024. The company's credit profile is constrained by: (1) its moderately high pro forma debt-to-EBITDA leverage (Moody's adjusted and incorporating earnings contribution from SchoolMessenger) of around 5.3 times as of June 30, 2023 (approximately 7.0 times when additionally expensing for capitalized software development cost), which Moody's expects to decline towards 4.6 times by end of 2024; (2) operations in the highly competitive and rapidly evolving technology landscape with a few large and established competitors as well as freemium solutions; (3) reliance on K-12 school districts' budget for revenue; and (4) significant sponsor control and aggressive growth strategy. The stable outlook reflects Moody's expectations for organic revenue growth of around 10% over the next 12-18 months and profitability improvements at slightly higher rate. Moody's projects PowerSchool's debt-to-EBITDA (Moody's adjusted) to decline towards the mid-4.0 times range by end of 2024, and the company will maintain good liquidity, including free cash flow-to-debt (Moody's adjusted) above 15%. The SGL-2 speculative grade liquidity rating reflects Moody's expectation that PowerSchool will maintain good liquidity over the next 12-15 months. Pro forma for the refinancing and the acquisition of SchoolMessenger, sources of liquidity consist of cash balances of around $7 million as of twelve months ended June 30, 2023, and approximately $25 million of revolver loans outstanding under the new $350-400 million revolving credit facility due May 2027. Moody's expects the company to generate annual free cash flow in excess of $100 million in 2024. The company relies on its revolver, but largely for satisfying the pronounced seasonality of an academic year, since cash flow from operations runs negative in the first half of a calendar year, and strongly positive in the second. The majority of the company's cash generation occurs in the third quarter. There are no financial maintenance covenants under the first lien term loan but the revolver is subject to a springing first lien net leverage ratio of 7.75x when the amount drawn exceeds 35% of the revolving credit facility. Moody's does not expect the covenant to be triggered over the near term and believe there is ample cushion within the covenant based on the projected earnings levels for the next 12-15 months. The B2 rating of the company's amended and extended first lien credit facility (including upsized revolver) is line with the company's B2 CFR. Because there is a single family of debt, the individual instruments' risk reflects directly the overall corporate risk, captured in the B2 CFR, so the instruments are also rated B2. The proposed senior secured first lien credit facility is guaranteed by all current and future material domestic subsidiaries of the borrower on a first-priority basis, subject to certain exceptions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if PowerSchool profitably grows its scale and product diversity, achieves and maintains debt-to-EBITDA (Moody's adjusted) below 5.0 times, free cash flow-to-debt (Moody's adjusted) above 10% and maintains at least good liquidity. The upgrade would also require the company to demonstrate a commitment to balanced financial policies. The ratings could be downgraded if operating performance is weaker than expected or free cash flow-to-debt is below 5% on sustained basis. The ratings could also be downgraded if Moody's believes that the company's debt-to-EBITDA (Moody's adjusted) will be sustained above 6.0 times or financial policies will become more aggressive. The principal methodology used in these ratings was Software published in June 2022. PowerSchool, a leading provider of SIS, ERP and LMS software that facilitates the management, operations, communications, and teaching functionality for K-12 educational institutions largely in North America. Following the July 2021 IPO, PowerSchool is a publicly traded company on NYSE: PWSC. Powerschool is more than 50% owned, in the aggregate, by Onex Partners and Vista Equity Partners Management, LLC. Moody's projects the company's annual revenue approaching $800 million in 2024. SITIO ROYALTIES: Moody's Assigns First Time B1 Corp. Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Sitio Royalties Corp. (Sitio), including a B1 Corporate Family Rating, a B1-PD Probability of Default Rating, an SGL-3 Speculative Grade Liquidity Rating, indicating adequate liquidity and a B3 rating to the company's proposed $500 million senior unsecured notes issued by Sitio Royalties Operating Partnership, LP due 2028. The rating outlook is stable for both entities. Sitio will use proceeds from the notes offering to repay the company's existing senior unsecured notes (unrated) and borrowings on its revolving credit facility (unrated) that were used to finance prior acquisitions. Pro forma for the refinancing, Sitio will have $1.0 billion of debt outstanding, a production base of roughly 36 thousand barrels of oil equivalent per day (Mboe/d), total proved reserves of 83 million boe, of which 84% are proved developed, and exposure to 275 thousand net royalty acres across the most prolific parts of the Permian Basin (72%), the DJ Basin (9%) and the Eagle Ford Shale (8%). "Sitio's B1 CFR balances the company's strong cash margins and limited operating and capital costs against its relatively small scale and high leverage," said Thomas Le Guay, a Moody's Vice President. "Sitio will need to demonstrate a track record of adhering to its stated financial policies, considering its short operating history and highly acquisitive nature." RATINGS RATIONALE The B1 CFR reflects Sitio's smaller scale of production and reserves and high leverage compared to similarly rated E&P companies; non-operated passive mineral and royalty interests with no control over future development and organic growth; reliance on acquisitions to replace depleting reserves, which entails valuation and financing risks; and high levels of recurring shareholder distributions. The B1 CFR is supported by Sitio's mineral and royalty interest ownership business model that generates strong cash margins and free cash flow, requires no capital expenditures and minimal operating costs, and is underpinned by a widely diversified group of E&P operators in some of the lowest cost and most actively drilled regions in the US. The rating also considers the company's short operating history and highly acquisitive nature. Moody's expects the company to slowly reduce debt through 2024 after levering up to make several acquisitions in 2022 and 2023. While Sitio's low cost structure, zero obligatory capex and flexible distribution policy should provide resilience during periods of low commodity prices, the company has to follow a disciplined acquisition framework to replenish reserves and support future production, while maintaining a sustainable capital structure and shareholder distributions. The proposed senior unsecured notes are rated B3, two notches below the B1 CFR, reflecting the significant size of the secured revolving credit facility relative to the proposed senior notes in Sitio's capital structure. The $850 million borrowing base revolving credit facility has a first-lien secured claim on substantially all of Sitio's assets. The notes will be guaranteed on a senior unsecured basis by Sitio's operating subsidiaries that guarantee the obligations under the Credit Agreement. Moody's expects Sitio to maintain adequate liquidity through 2024 as the company benefits from high oil and gas prices and generates significant operating cash flow. Pro forma for the notes offering, Sitio would have minimal cash on hand and $312 million of availability under its $850 million revolving credit facility. Sitio plans to distribute roughly 65% of its future operating cash flow to shareholders and retain the reminder to reduce revolver debt and pursue potential acquisition opportunities. The revolver's maturity date will be pushed to June 30, 2027 once the existing senior unsecured notes are repaid. There is ample headroom under the two financial covenants governing the credit facility agreement through 2024, requiring net debt / EBITDA to be below 3.5x and the current ratio to be above 1.0x. The stable outlook reflects Moody's views that Sitio will generate strong cash flow in a healthy oil price environment which will support a gradual reduction in debt outstanding and improvement of its leverage metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade is contingent on Sitio's ability to demonstrate that it can substantially grow production and reserves, while reducing leverage and managing its distributions and acquisitions prudently. Debt/proved developed reserves sustained below $10 per boe would be supportive of an upgrade. The ratings would come under pressure if production or reserves decline materially or leverage increases due to debt funded acquisitions or distributions. A downgrade could occur if leverage increases or production and reserves declines materially such that debt/proved developed reserves rises above $20 per boe or Retained Cash Flow (RCF)/debt falls towards 10%. Sitio Royalties Corp. (Sitio), based in Denver, Colorado, is engaged in owning oil and gas mineral royalties and overriding royalty interests with primary operations in the Permian Basin, Eagle Ford Shale and Appalachia. Sitio owns a 52.0% limited partnership interest in Sitio Royalties Operating Partnership, LP and a 100% interest in Sitio's general partner, Sitio Royalties GP, LLC. Sitio's common stock is held by investors in the publicly traded Class A shares (52%), sponsors, management and others including (a) 23.2% of the issued and outstanding common stock held by Kimmeridge Mineral Fund, LP, (b) 12.8% held by The Blackstone Gorup, Inc., (c) 9.8% held by Oaktree Capital Management, L.P., and the remaining stocks are held by prior management and owners. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. SORRENTO THERAPEUTICS: Halt on Trading of Scilex Shares Extended ---------------------------------------------------------------- Sorrento Therapeutics, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the restrictions on certain transfers of Scilex common stock that were distributed to the Debtors' shareholders have been extended from September 1, 2023 to March 31, 2024. In the final Bankruptcy Court order on April 14, the Debtors have been conducting a dual-track: (i) financing process for the potential raising of debt, equity, or hybrid financing or consummation of a restructuring transaction through a chapter 11 plan of reorganization; and (ii) marketing process for the sale or disposition of all or any portion of the Debtors' assets under section 363 of the Bankruptcy Code, including (x) the Debtors' equity interests in its non-debtor subsidiaries, including, but not limited to, Scilex Holding Company and (y) the Debtors' other assets. On July 5, the Debtors executed, and the Bankruptcy Court entered an interim order approving, a Debtor-in-Possession Term Loan Facility Summary of Terms and Conditions with Scilex, pursuant to which Scilex provided the Debtors with a non-amortizing super-priority junior secured term loan facility in an aggregate principal amount not to exceed the sum of (i) $20,000,000, plus (ii) the amount of the commitment fee and the funding fee, each equal to 1% of the Base Amount, plus (iii) the amount of the DIP Lender Holdback (as defined in the Interim DIP Order). The Bankruptcy Court entered a final order approving the Junior DIP Facility on July 27. Oramed Pharmaceuticals Inc. agreed -- and after a hearing before the Bankruptcy Court on August 7, the Bankruptcy Court approved -- pursuant to definitive financing documentation entered into on August 9, to provide a non-amortizing super-priority senior secured debtor-in-possession term loan facility in an aggregate principal amount of $100,000,000, which amount was subsequently drawn in full by the Debtors. Pursuant to a Stock Purchase Agreement, dated August 7, Oramed agreed to buy, and Sorrento agreed to sell for a purchase price of $105 million (which purchase price consisted of a credit bid on a dollar-for-dollar basis in respect of the full amount of outstanding obligations under the Senior DIP Facility as of the closing date of the sale, with the remaining balance to be paid in cash to Sorrento), following the conclusion of the auction that commenced on August 14, 2023, the following: (A) 59,726,737 shares of the common stock of Scilex; (B) 29,057,096 shares of Series A preferred stock of Scilex; and (C) warrants exercisable for 2,245,309 Scilex Common Shares. The Oramed SPA is conditioned on certain customary closing conditions, including without limitation that no "Trigger Event" has occurred and that such securities purchased shall represent at least a majority in voting power of the outstanding shares of capital stock of Scilex entitled to vote generally in an election of directors of Scilex. Following the conclusion of the Auction, on August 17, Sorrento filed a Notice of (I) Successful Bidder and Successful Bid, (II) Reset of Sale Hearing, and (III) Sale Objection Deadline announcing Oramed as the successful bidder in the Auction. On August 25, the Bankruptcy Court held a hearing to consider approval of the transactions contemplated by the Oramed SPA. The Bankruptcy Court approved such transactions on the record at the hearing and in an order entered on August 30. Thereafter, Sorrento and Oramed continued discussions and negotiations relating to the sale contemplated under the Oramed SPA; however, such sale has not yet closed as of the date of September 11. The Scilex Term Sheets On September 11, 2023, Scilex, Oramed and Sorrento executed non-binding term sheets relating to, among other things, the Securities Transfer -- which the official committee of unsecured creditors and the official committee of equity security holders in the Chapter 11 Cases have each signed as "Consenting Parties" thereto -- and the Note. The Scilex Term Sheets are subject to entry into definitive documentation relating thereto. The transactions contemplated by the Scilex Term Sheets are expected to close on or about September 19. Pursuant to the Securities Transfer Term Sheet, the parties to the Securities Transfer Term Sheet agreed that Scilex would be declared the new successful bidder and would acquire all of the Scilex Common Shares owned by Sorrento (other than Scilex Common Shares held in abeyance by Sorrento on behalf of certain warrantholders of Sorrento), (ii) all of the Scilex Preferred Shares owned by Sorrento and (iii) all of the warrants for the purchase of shares of Scilex common stock owned by Sorrento for aggregate consideration consisting of: (i) $110 million, to be paid as follows: (x) an advance payment of $5 million in cash to be paid within two business days after entry of the final order approving the Scilex Term Sheets (which order was entered on September 12, 2023), (y) $100 million on the closing of the Securities Transfer (either payable in cash through Option 1 or pursuant to the Senior DIP Assumption through Option 2), and (z) $5 million in cash to be paid upon the closing of the Securities Transfer; plus (ii) the assumption by Scilex of certain obligations of Sorrento to Paul Hastings LLP for legal fees and expenses in the amount of approximately $12.25 million; plus (iii) a credit bid of all amounts owed to Scilex under the Junior DIP Facility. Such Securities Transfer will be consummated through one of two options: (A) Hudson Bay Capital Management LP funds $115 million to Scilex in connection with certain definitive documentation between Scilex and Hudson Bay relating thereto ("Option 1"); or (B) if Hudson Bay fails to timely provide such funding pursuant to its commitment, Scilex will assume the Debtors' obligations under the Senior DIP Facility ("Option 2"). Additionally, each of Oramed and Sorrento irrevocably waived any failure to satisfy a closing condition and any termination event or right of termination set forth in the Oramed SPA to the extent such failure directly results solely from certain permitted debt financings or the use of the Standby Equity Purchase Agreement entered into between the Scilex and YA II PN, Ltd., dated November 17, 2022, as amended by an amended and restated standby equity purchase agreement dated February 8, 2023 and/or the Standby Equity Purchase Agreement, dated January 8, 2023, between Scilex and B. Riley Principal Capital II (collectively, the "ELOC Waiver"). The definitive documents relating to the Securities Transfer are also expected to contain the following releases: (i) upon the closing of any Securities Transfer (under either Option 1 or Option 2), a mutual release between Oramed (on the one hand) and the Debtors and Scilex (on the other hand) in connection with all matters related to the Oramed SPA and the Chapter 11 Cases; (ii) if the Securities Transfer is consummated through Option 1, a mutual release between the Debtors and Scilex (and related parties) relating to the negotiation of the Securities Transfer or as a result of the Securities Transfer; and (iii) if the Securities Transfer is consummated through Option 2, (A) a mutual release between Oramed (on the one hand) and the Debtors and Scilex (on the other hand) of all claims, other than Scilex' obligations under the transaction documents and (B) a mutual release between the Debtors and Scilex (and their respective related parties) relating to the negotiation of the Securities Transfer or as a result of the Securities Transfer. In the event the Senior DIP Assumption occurs, the Note Term Sheet provides that, among other things, in exchange for the Senior DIP Assumption, Scilex will issue a senior secured note to Oramed in an amount equal to the unpaid principal and accrued and unpaid interest under the Senior DIP Facility, secured by a senior lien on substantially all of Scilex's assets, subject to certain exclusions as set forth in the Note Term Sheet. After a hearing before the Bankruptcy Court on September 12, 2023, the Bankruptcy Court entered a final order approving the Scilex Term Sheets. In connection therewith, the Bankruptcy Court also ordered (i) the Oramed SPA to be conditionally terminated and the Oramed Sale Order conditionally vacated, effective upon closing the Securities Transfer to Scilex, and (ii) the restrictions on certain transfers of Scilex common stock set forth in the Court's Order Extending the Application of the Automatic Stay to Continue the Restricted Trading Period for Shares of Scilex Stock Distributed to the Debtors' Shareholders to be extended from September 1, 2023 to March 31, 2024. About Sorrento Therapeutics Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/ -- is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM) library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions, including COVIMARK(TM). Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of $1 billion and liabilities of about $235 million as of Feb. 10, 2023. Judge David R. Jones oversees the cases. The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel; Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin Y. Meghji, managing partner at M3, serves as the Debtors' chief restructuring officer. Stretto Inc. is the claims, noticing and solicitation agent. Norton Rose Fulbright US, LLP and Milbank, LLP represent the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig, LLP serve as the equity committee's bankruptcy counsel. SPIRIT AIRLINES: Moody's Lowers CFR to B2, Outlook Negative ----------------------------------------------------------- Moody's Investors Service, Inc. downgraded its ratings of Spirit Airlines, Inc. ("Spirit"): corporate family rating to B2 from B1 and probability of default rating to B2-PD from B1-PD. Moody's also downgraded the senior secured rating assigned to Spirit IP Cayman Ltd.'s 8% backed senior secured notes, which are secured by the company's loyalty program and brand IP ("Notes") to Ba3 from Ba2. The rating outlook is negative. "Revenue and operating cash flow are growing at meaningfully slower rates than those Moody's expected heading into 2023," said Moody's lead analyst Jonathan Root. "Intense competition in the company's home Florida market, air travel system bottlenecks and the accelerated engine inspections on Spirit's Airbus A320neo family aircraft that will crimp Spirit's capacity will sustain headwinds and operating inefficiencies that weigh on the company's financial performance," continued Root. The ratings downgrades reflect Moody's expectations for high leverage and modest cash flow generation through 2025. Cumulative free cash flow will be insufficient for Spirit to fully retire the company's 8% notes at maturity in September 2025. Refinancing a material portion of the $1.1 billion obligation will keep credit metrics weaker for longer. The company's plan to sell and lease back all of its new aircraft deliveries will also increase adjusted debt, compounding the necessity of robust earnings expansion to de-risk the capital structure. Adjusted debt and EBITDA were $3.6 billion and $950 million in 2019. Moody's projects these measures at $6.6 billion and $840 million, respectively for 2023. The low-cost airline operating model requires above average capacity growth to spread costs over more seats. The step-function increase in pilot pay reflected in the two-year agreement reached with the pilots in the 2022 fourth quarter increased the cost base. The 2023 round of new pilot contracts across much of the US industry and the potential for other work groups to garner meaningful pay increases will further pressure the cost base in upcoming years. Filling enough seats at high enough fare levels that cover a higher cost base will be the key watch item for Spirit and the broader US airline industry. The negative outlook reflects the potential for operating results and improvement in credit metrics to lag Moody's current expectations for 2024. Pressure points include the required accelerated inspections of the engines on Spirit's A320neo family aircraft, the potential for a weakening economy to slow passenger demand and the inefficiencies that accompany operating a smaller schedule that is not optimized relative to the company's fleet size and staffing levels. Manufacturer Pratt & Whitney estimates that each geared-turbo-fan ("GTF") engine requiring inspection will be off-wing for between 8 to 10 months. The impact of the inspections on Spirit's capacity and network is currently unknown. Operating materially less capacity than Moody's has projected would lower the expansion in earnings and operating cash flow that Moody's expects to support the B2 rating. RATINGS RATIONALE The B2 corporate family rating reflects Spirit's solid market position as a leading low-cost provider of passenger air transportation in the US domestic market and its good liquidity. Reducing financial leverage will remain a priority, although doing so will be delayed because of the weaker cash flow profile into 2025. Moody's expects debt/EBITDA near eight times at the end of 2023, declining towards 6.5x by the end of 2024. However, leverage and cash flow metrics could be weaker if engine inspections result in little or no growth in capacity during the next 18 months. The B2 rating also reflects the company's expansion plans, with a significant number of new aircraft on order. These will be either leased or debt-funded, which will keep leverage high, even after earnings pressures wane following the completion of the engine inspections. Spirit also had commitments for 29 A321neos under direct leases at June 30, 2023, which will further increase financial leverage. Additionally, there is the potential for pressure on margins and operating cash flow, if fares do not sufficiently and sustainably cover increases in operating costs. The SGL-2 speculative grade liquidity rating reflects good liquidity. Moody's projects cash to fall from the $1.2 billion on hand at June 30, 2023, towards $800 million through 2024. Moody's projection excludes compensation that Spirit will receive from Pratt & Whitney because of the loss of use of aircraft taken out of service for the required accelerated inspections of the GTF engines. Based on disclosures by Pratt & Whitney's parent, RTX Corporation and that Spirit accounts for about 9% of the engines requiring inspection, compensation for Spirit could reach or exceed $400 million. The timing of receipts of compensation, which will mitigate some of the decline in cash Moody's projects is also unknown at this time. The $300 million revolver expires in March 2024 and will likely be extended before the end of 2023. Alternate sources of liquidity are limited. The ratings are based on Spirit as a stand-alone company. The ratings do not consider any impacts of merging with JetBlue Airways Corp. The agreed merger remains subject to the resolution of the US Department of Justice's suit to block the transaction. The hearing is scheduled to begin on October 16, 2023; the judge's ruling could be made by the end of this year. Merging with JetBlue would be credit positive for Spirit and strengthen its credit profile relative to it remaining a standalone company. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity weakens, with cash and short-term investments being sustained below $600 million, or if Moody's expects debt/EBITDA will be sustained above 6.5x or funds from operations + interest-to-interest to be below 2.0x. The ratings could be upgraded if Moody's expects debt/EBITDA to fall below 5.0x and funds from operations + interest-to-interest to approach 3.5x. Maintaining good liquidity, with cash and short-term investments remaining above $1.0 billion accompanied by a strong earnings recovery could also support a ratings upgrade. The principal methodology used in these ratings was Passenger Airlines published in August 2021. Spirit Airlines, Inc., headquartered in Miramar, Florida, is a leading low-cost US airline providing service to destinations throughout the US, Latin America and the Caribbean. Revenue was $5.068 billion in 2022. SPIRIT AIRLINES: Provides Investor Update for Q3 2023 ----------------------------------------------------- Spirit Airlines, Inc. provided in a Form 8-K Report filed with the Securities and Exchange Commission an update to investors regarding the Company's estimate of what it believes is realizable in third-quarter 2023 guidance and other items. During the last few weeks, the Company has seen heightened promotional activity, with steep discounting for travel booked for the second half of the third quarter through the pre-Thanksgiving travel period. In addition, fuel prices have increased since the Company gave its guidance for the third quarter. A full copy of the Investor Update as of September 12, 2023, can be viewed at https://tinyurl.com/2ha5d2mp About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. In September 2023, Fitch Ratings has revised the Rating Outlook for Spirit Airlines to Negative from Stable and affirmed Spirit's Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior secured debt at 'BB+'/'RR1'. The Outlook revision incorporates Fitch's view that various headwinds may drive profitability and leverage metrics to remain outside of Fitch's negative sensitivities through YE 2024 or longer. Aircraft availability and air traffic control issues are having a greater impact on Spirit relative to some competitors, limiting the company's post-pandemic margin recovery. Longer-term, Fitch believes that Spirit's low-cost structure and its ability to stimulate demand will drive margins closer to pre-pandemic levels. However, the timeline for improvement is uncertain given various industry headwinds. Should Spirit exhibit improving aircraft utilization and margin trends over the next 6-12 months, the Outlook may be revised to Stable, whereas continued underperformance may drive a downgrade. Spirit's rating is independent of its pending acquisition by JetBlue. Should the acquisition close, Fitch will likely equalize the two ratings. JetBlue is currently rated 'BB-'/Negative. The Spirit acquisition may drive a downgrade of JetBlue's rating, likely by one notch. Also in September 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines, Inc. SUMMIT SPRINGS: Unsecureds Owed $210K Unimpaired in Plan -------------------------------------------------------- Summit Springs Holdings LLC submitted an Amended Disclosure Statement. In 2019, Edgeline LLC acquired .6 acres of land located at 208 Sandy Springs Place, Sandy Springs, GA 30319 (the "Property"). In 2022, the Debtor was formed to acquire the Property from Edgeline LLC and build twenty-one (21) townhomes on the property. Debtor obtained a construction loan; however, they ran into delays. Prior the bankruptcy case being filed, the grading and part of storm water system, sewer system and retaining wall were completed. The Debtor intends to refinance the loan and finish the construction project in order to pay all its creditors. Under the Plan, Class 3 General Unsecured Class total $210,031. The timely filed, allowed claims of general, undisputed, liquidated, unsecured, non-priority creditors will be paid in full, plus interest at their respective contract rates within 6 months from the Effective Date. The amount paid to holders in this class will satisfy their claims in full. Class 3 is unimpaired. Class 4 Unsecured Disputed and/or un-liquidated claims for which no proof of claim was filed will be paid 0% of the claims. Class 4 is impaired. Attorneys for the Debtor: Ian M. Falcone, Esq. THE FALCONE LAW FIRM, P.C. 363 Lawrence Street. Marietta, GA 30060 Tel: (770) 426-9359 E-mail: imf@falconefirm.com A copy of the Amended Disclosure Statement dated September 15, 2023, is available at https://tinyurl.ph/PJCWk from PacerMonitor.com. About Summit Springs Holdings Summit Springs Holdings, LLC, owns six acres of to-be-developed 21 townhome units located at 208 Sandy Springs Place, Sandy Springs, Ga. The properties are valued at $4.4 million. Summit Springs Holdings filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-54043) on May 1, 2023, with $4,470,000 in assets and $2,623,041 in liabilities. Eric McConaghy, manager, signed the petition. Judge Wendy L. Hagenau oversees the case. The Debtor tapped Ian M. Falcone, Esq., at The Falcone Law Firm, P.C. as bankruptcy counsel and Stogner Law, LLC as special counsel. SUPERTRANSPORT LLC: Seeks to Tap Synergy as Accountant & Consultant ------------------------------------------------------------------- Supertransport, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Synergy Enterprises, LLC. The Debtor needs an accountant and consultant to assist in the preparation of profit/loss statements, balance sheets, and projections. Synergy will charge $475 per hour for consulting services and $150 per hour for accounting/bookkeeping services. Gary Nacht, a member of Synergy Enterprises, 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: Gary Nacht Synergy Enterprises, LLC 21218 St. Andrews Blvd. Boca Raton, FL Telephone: (732) 406-0377 Email: gnacht@synergyllc.net About Supertransport LLC Supertransport, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-41241) on Sept. 6, 2023, with $660,200 in assets and $1,966,322 in liabilities. Marcus Mueller, member, signed the petition. The Debtor tapped Erlene W. Krigel, Esq., at Krigel & Krigel, PC as legal counsel and Gary Nacht at Synergy Enterprises, LLC as accountant and consultant. SVB FINANCIAL: Scramucci Is Top Bidder for SVB Capital ------------------------------------------------------ Lauren Thomas of The Wall Street Journal reports that SVB Financial Group, the former parent company of Silicon Valley Bank, is getting closer to a deal that will see the institution sell its venture capital arm SVB Capital. According to a September 15, 2023 report from The Wall Street Journal, which cited sources familiar with the matter, Anthony Scaramucci's SkyBridge Capital and Atlas Merchant Capital are jostling with the San Francisco firm Vector Capital in the final stages of the bidding process. Sources claimed that SVB's venture capital arm could be sold off for between $250 million and $500 million, but warned that a final sale is not guaranteed and that it would still require the review of the creditor's committee. A decision on the sale is expected to come before the court in the coming weeks. Notably, SVB Capital was not included in the SVB's overarching Chapter 11 bankruptcy proceedings, and the bank reportedly said that the outfit would continue its "ordinary course operation" of business despite being put up for sale. SVB Capital is an investment capital platform that conducts a wide range of investments, including the backing of other major Silicon Valley venture capital firms such as Sequoia and Andreessen Horowitz (a16z). As of December 2022, SVB Capital held $9.5 billion in assets across 20 funds and 760 companies, including blockchain analytics service Chainalysis. About SVB Financial Group SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co., LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. SYRACUSE INDUSTRIAL: Moody's Cuts Rating on Revenue Bonds to Caa2 ----------------------------------------------------------------- Moody's Investors Service has downgraded the ratings on Syracuse Industrial Development Agency, NY's (SIDA) Carousel Center Project, NY's (Carousel) PILOT Revenue Bonds Series 2007B, Series 2016A, and Series 2016B to Caa2 from Caa1, and changed the outlook to stable from negative. Downgrades: Issuer: Carousel Center Project, NY Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 from Caa1 Issuer: Syracuse Industrial Development Agency, NY Backed Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1 Underlying Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1 Outlook Actions: Issuer: Carousel Center Project, NY Outlook, Changed To Stable From Negative RATINGS RATIONALE The downgrade to Caa2 from Caa1 reflects Moody's view that Carousel's default risk has increased because the much higher NOI target to extend the existing subordinate CMBS loan maturity past June 6, 2024 are unlikely to be satisfied, which increases the potential that the Special Servicer will allow the CMBS loan to go into receivership. The NOI calculation includes NOI generated from both the legacy Carousel and the Destiny expansion portion of the mall. Credit pressure related to the subordinate CMBS loan continues and Moody's expect Carousel to continue to rely on the special servicer for future maturity extensions. If an obligor bankruptcy, a debt restructuring or a default on the subordinate CMBS loan were to occur, Moody's expect a high recovery for Carousel's PILOT bonds. The change in the outlook to stable from negative reflects Moody's view that the despite Carousel's heightened default, Moody's expect a low loss given default and a high recovery rate. The stable outlook also reflects the stabilization in occupancy levels at Carousel that had been declining in recent years coupled with continued growth in foot traffic to about 80% of pre-pandemic levels in 2023. Despite signs of stabilization, Carousel still needs strong tenant and revenue growth before its financial metrics improve to a level that will comfortably meet certain financial performance tests to extend the maturity on its subordinate CMBS loan. In the current pressured operating environment, the retention of existing retailers at or near current rates would be a positive trend, yet strong tenant growth is needed to meet growing forecast debt service costs. The Caa2 ratings incorporate the elevated default risk related to the terms of the subordinate CMBS loan's Forbearance and Modification Agreement that could result in Carousel entering receivership if specific Net Operating Income (NOI) targets are not generated annually over the next three years. Even though Carousel was able to generate sufficient NOI to meet the first NOI target of $16 million to extend the CMBS loan to June 6, 2024 from June 6, 2023, the next NOI target is 18.75% higher, a high threshold that will be difficult to achieve. As such, additional flexibility from the servicer will be required. If the NOI threshold is not satisfied and Carousel is unable to refinance the loan before the forbearance term expires, then Carousel would enter receivership and the receiver would have the option to sell the property. The borrower for the CMBS loan is Carousel Center Company, L.P., the same obligor of the PILOT revenue bonds, which exposes the PILOT bonds to the broader credit stress of the borrower and a bankruptcy filing if the CMBS loan amount continues to notably exceed the mall's value. Moody's would consider this a default given Carousel Center Company, L.P. is the same obligor of the subordinate CMBS loan and the PILOT bonds. Moody's would expect the PILOT payments to continue to be paid in receivership and the available liquidity in the form of a cash funded PILOT bond debt service reserve fund helps reduce the likelihood of a payment default on the PILOT bonds should receivership occur. Notwithstanding the strong legal position of the PILOT bonds, debt service on the PILOT bonds increases moderately each year, which, in Moody's view, raises the prospect that the PILOT bonds will be included if any broader restructuring were to occur. Given low valuations of the collateral based on reduced cashflows coupled with continued low occupancy levels at Carousel, there is an increased likelihood that the PILOT bonds could experience some distress should Carousel enter receivership or if a bankruptcy were to occur. Publicly reported asset values of the mall are materially lower than the PILOT bonds and the subordinate CMBS loans outstanding. The very low valuation draws into question the ability of the pledged collateral to support the outstanding CMBS loan at its current level. Further, given the low interest rate on the CMBS loan compared to market interest rates, the CMBS loan servicer (Wells Fargo) may be less willing to extend the maturity of the CMBS loan in the future without more concessions from Carousel. Moody's understand that the CMBS loan servicer has given no indication that they will not advance liquidity from the available liquid reserves until the loan's maturity date. The rating acknowledges the cash-funded $31 million PILOT bond debt service reserve fund (DSRF) held under a guaranteed investment contract as compared to the $24 million of debt service due in 2023, providing liquidity before a PILOT bond payment default would occur. This liquidity reduces the likelihood of a payment default on the PILOT bonds but does not insulate the bondholders from the broader credit stress on the mall that will remain pressured for several years. While the PILOT bonds have strong structural protections, Moody's is not aware of any court or historical precedent for what could happen to the PILOT bonds during a receivership or a bankruptcy. OUTLOOK The stable outlook reflects the expectation of a high recovery rate and low loss given default should a default occur given the elevated default risk related to the consequence of potentially entering into receivership if the annual NOI targets of the Forbearance and Modification Agreement for the subordinate CMBS loan are not satisfied. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an Upgrade -- If the mall refinances its subordinate CMBS loans outside of a bankruptcy and adds new tenants sufficient to notably improve NOI on a sustained basis -- Material reduction in debt Factors that could lead to a Downgrade -- A receiver over the property is appointed -- Bankruptcy filing by the issuer or insolvency action taken by the issuer's creditors -- Loss of tenants and reduction in NOI -- Decline in tax rates collected from tenants below scheduled SIDA PILOT payment increases -- Use of the PILOT debt service reserve fund (DSRF) LEGAL SECURITY The PILOT bonds are special obligations of SIDA, secured solely by the trust estate and funds held by the bond trustee pledged to secure the bonds, including scheduled PILOT payments for the existing Carousel Center (pursuant to a PILOT agreement between the Carousel owner and SIDA). The PILOT bonds are senior to the subordinate CMBS loan except under an unlikely casualty, condemnation, or eminent domain scenario. A cash-funded debt service reserve fund (DSRF) held under a guaranteed investment contract at $31 million satisfies the DSRF requirement of 125% of average annual debt service. OBLIGOR PROFILE Carousel Center Company, L.P. is a New York limited partnership and a single purpose entity with the sole purpose of owning and operating the Carousel Center. Syracuse Industrial Development Agency, NY (SIDA) is a public benefit corporation established to enhance the city's economic development, and has acted as the financing conduit by issuing the bonds on behalf of the Carousel Center Company, L.P. METHODOLOGY The principal methodology used in these ratings was Generic Project Finance Methodology published in January 2022. TITAN MECHANICAL: Seeks to Hire Bach Law Offices as Counsel ----------------------------------------------------------- Titan Mechanical Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Bach Law Offices, Inc. The Debtor requires legal counsel to: (a) represent the Debtor in matters concerning negotiation with creditors; (b) prepare a Chapter 11 plan and disclosures statement; (c) examine and resolve claims filed against the estate; (d) prosecute adversary matters; and (e) represent the Debtor in matters before this court. The hourly rates of the firm's counsel are as follows: Paul M. Bach $425 Penelope N. Bach $425 The firm received an initial retainer in the amount of $15,000 plus the filing fee of $1,738. Paul Bach, Esq., an attorney at Bach Law Offices, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul M. Bach, Esq. Bach Law Offices, Inc. P.O. Box 1285 Northbrook, IL 60065 Telephone: (847) 564-0808 Facsimile: (847) 564-0985 Email: pnbach@bachoffices.com About Titan Mechanical Titan Mechanical Corp. is a wholesaler of hardware, plumbing, heating equipment and supplies in Orland Park, Ill. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11529) on Aug. 30, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John Netzel, secretary, signed the petition. Judge A. Benjamin Goldgar oversees the case. Paul M. Bach, Esq., at Bach Law Offices represents the Debtor as bankruptcy counsel. TRAMAR INC: Hits Chapter 7 Bankruptcy Protection ------------------------------------------------ Collin Huguley of Charlotte Business Journal reports that Tramar Inc. filed for Chapter 7 bankruptcy last week, court records show. A textile company in the Charlotte region seems prepared to call it quits. Last week, Monroe-based Tramar Inc. filed for Chapter 7 bankruptcy, according to records in the U.S. Bankruptcy Court for the Western District of North Carolina. In the voluntary bankruptcy petition filed on Sept. 8, Tramar estimated its assets totaled between $0 and $50,000. It reported its liabilities were between $100,001 and $500,000 with an estimated creditors count between 1 and 49. Tramar's attorney did not respond before deadline to a request for more information about the company's decision to file for bankruptcy. An attempt to reach the trustee in the case before deadline was also unsuccessful. According to its website, Tramar "uses innovative technologies to supply the highest quality home textiles." It states the company's products include "both microfiber and cotton goods," such as bedding. Tramar's website touts the company as "the pioneer in bringing the multi-beneficial CBD treatment to the bedding industry" through products like infused bed sheets. In addition to its Monroe headquarters, Tramar lists offices in China and India on its website along with a showroom in New York. More filings were made on Sept. 11, shortly after the initial bankruptcy petition was made. One was a notice of deficient filing from the clerk of court, which stated that Tramar needed to file more information in the case. The filing requested several items, including a statement of financial affairs and a schedule of secured claims. The clerk's filing added that "if the above−referenced items are not filed with the Clerk of this Court within the time set forth in the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules of this Court, this case will be subject to dismissal by the Court." An exact timeline for the next steps in the Chapter 7 case is unclear. About Tramar Inc. Tramar Inc. is a Monroe-based textile company. Tramar Inc. sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30621) on Sept. 8, 2023. The case is overseen by the Honorable Bankruptcy Judge J Craig Whitley. The Debtor's counsel: Sandra U. Cummings The Cummings Law Firm, P.A. 704-376-2853 c_firm@bellsouth.net The Chapter 7 Trustee: A. Burton Shuford PO Box 691626 Mint Hill, NC 28227 TRANSOCEAN AQUILA: Moody's Rates New $300MM Sr. Secured Notes 'B2' ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to Transocean Aquila Limited's (Transocean Aquila, a wholly owned indirect subsidiary of Transocean Inc.) proposed $300 million senior secured notes due 2028. Concurrently, Moody's affirmed Transocean Inc.'s (Transocean) Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, and its various ratings. The SGL-3 Speculative Grade Liquidity (SGL) rating is unchanged. The outlook remains positive. Transocean will use the proceeds from the proposed notes to pay the final costs of its 7th generation newbuild ultra-deepwater drillship, Deepwater Aquila, and to pay for the cost of additional equipment to ready the rig for work offshore Brazil. The Transocean Aquila notes will be secured by a first lien on the Deepwater Aquila. The Deepwater Aquila is under a three-year contract with Petroleo Brasileiro S.A. - PETROBRAS (Ba1, stable) that is scheduled to commence in the summer of 2024. Assignments: Issuer: Transocean Aquila Limited Backed Senior Secured Regular Bond/Debenture, Assigned B2 Affirmations: Issuer: Transocean Inc. Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD Senior Secured Revolving Credit Facility, Affirmed B1 Backed Senior Secured Regular Bond/Debenture, Affirmed B2 Backed Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 Senior Unsecured Regular Bond/Debenture, Affirmed Caa3 Backed Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 Issuer: Transocean Poseidon Limited Backed Senior Secured Regular Bond/Debenture, Affirmed B2 Issuer: Transocean Titan Financing Limited Backed Senior Secured Regular Bond/Debenture, Affirmed B2 Outlook Actions: Issuer: Transocean Aquila Limited Outlook, Assigned Positive Issuer: Transocean Inc. Outlook, Remains Positive Issuer: Transocean Poseidon Limited Outlook, Remains Positive Issuer: Transocean Titan Financing Limited Outlook, Remains Positive RATINGS RATIONALE The proposed Transocean Aquila secured notes are rated B2, in-line with the rig-secured notes of Transocean's indirect subsidiaries. The rating is one notch below the senior secured revolving credit facility's B1 rating because of the Transocean Aquila notes' security interest in only one drillship and the cash flow generated from its contract, and the potential for any residual claims from these notes to become subordinated to secured claims at Transocean, which has provided an unsecured guarantee to these notes. Transocean's Caa1 CFR recognizes the company's elevated debt leverage and Moody's view on overall recovery on the company's debt. Transocean's credit metrics have shown improvement but remain weak, and the company remains highly reliant on the continued strengthening of the global offshore drilling market in order for its capital structure to become sustainable. The company's complicated capital structure and elevated debt levels leave open the risk for future transactions that could be considered distressed exchanges. Transocean's credit profile benefits from the quality of its fleet of 38 floating rigs, its global footprint with exposure to all major offshore drilling areas, and its $9.2 billion revenue backlog. The proposed Aquila notes will improve Transocean's liquidity and flexibility in financing the construction costs of the newbuild Deepwater Aquila, which is scheduled to be delivered in October 2023. These financing arrangements enhance Transocean's liquidity but also result in increased debt and add to the company's already complex capital structure. Transocean has sufficient liquidity to fund its required semi-annual amortization payments and faces no maturities in 2023-2024; however, the company faces refinancing risk in 2025. Moody's expects Transocean to maintain adequate liquidity as reflected in its SGL-3 rating. As of June 30, 2023, Transocean had $821 million of cash on hand and its $600 million revolving credit facility, which expires in 2025, was undrawn. Moody's expects Transocean to fund its cash needs through 2024 from a combination of cash flow from operations, cash on hand, and revolver borrowings. The credit agreement contains several financial covenants including minimum liquidity of $500 million, maximum debt to capitalization of 60%, minimum guarantee coverage ratio of 3.0x, and minimum collateral coverage ratio 2.1x. The credit agreement can be terminated prior to expiration if Transocean has at least $200 million of principal payments due within 91 days and is carrying less than $250 mm of available cash. As of June 30, 2023, Transocean had $404 million of maturities, principal payments and other installments (contractual interest payments of previously restructured debt) due through the end of 2024. Moody's expects that the company will remain in compliance with its covenant requirements. The positive outlook reflects the potential for material improvement in Transocean's credit metrics and free cash flow generation in 2024 as it benefits from the ongoing recovery in dayrates and utilization in the offshore drilling market. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of Transocean's ratings would require the continued improvement in offshore fundamentals leading to substantially higher EBITDA, improved liquidity, and reduced leverage. Interest coverage above 2x could be supportive of an upgrade. Transocean's ratings could be downgraded if the company's liquidity weakens materially, interest coverage drops below 1x, or if a significant weakening in commodity prices results in a deterioration in offshore drilling fundamentals. Ratings could be downgraded if Moody's view on the company's overall debt recovery or specific debt instrument recovery is reduced. Transocean Inc. is a wholly-owned subsidiary of Transocean Ltd, the leading international offshore drilling contractor operating in deepwater, ultra-deepwater and harsh environment basins around the world. The principal methodology used in these ratings was Oilfield Services published in January 2023. TRC FARMS: Seeks to Tap Mossy Oak Properties as Real Estate Broker ------------------------------------------------------------------ TRC Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Mossy Oak Properties NC Land and Farms Realty as real estate broker. The Debtor needs a broker to find a buyer for its real property in Fort Barnwell, N.C., and to provide all additional services as needed to complete and finalize the sales. The broker will receive a 5 percent commission for its services. Andrew Walters, a member of Mossy Oak Properties NC Land and Farms Realty, 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 through: Andrew Walters Mossy Oak Properties NC Land and Farms Realty 626 Lewis Road Fountain, NC 27829 Tel: (844) 480-5263 Email: awalters@mossyoakproperties.com About TRC Farms Inc. TRC Farms, Inc. is a privately held company, which operates in the livestock farming industry. TRC Farms filed Chapter 11 petition (Bankr. E.D.N.C. Case No. 20-00309) on Jan. 23, 2020, with $3,846,275 in assets and $5,412,282 in liabilities. Timmy R. Cox, president, signed the petition. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel and Carr Riggs & Ingram, LLC as its accountant. TRUGREEN LP: Credit Suisse Marks $400,000 Loan at 40% Off --------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $400,000 loan extended to TruGreen LP to market at $238,000 or 60% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to TruGreen LP. The loan accrues interest at a rate of 13.0773% (3 mo. USD LIBOR + 8.500%) per annum. The loan matures on November 2, 2028. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. TruGreen provides lawn care services. The Company offers healthy lawn analysis, fertilization, tree and shrub care, weed control, insect control, and other related services. TUFFSTUFF FITNESS: Court OKs Cash Access, $250,000 DIP Loan ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, authorized TuffStuff Fitness International, Inc. to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor is permitted to obtain post-petition from post-petition lenders on the following terms: (i) a credit line of up to $250,000; (ii) interest at a rate of 12% per annum; (iii) principal and interest payments deferred and to be made at maturity; (iv) rolling maturity date of one year from the date of each draw on the line; (v) immediately secured by valid, binding, continuing, enforceable, fully perfected, and unavoidable first priority security interest and lien in and on all postpetition assets and property of the estate, and a second priority security interests and liens in and on all prepetition property and assets of the Debtor. However, the DIP Liens will not extend or attach to, and the Collateral will not financing to the extent that its current cash on hand is not sufficient to pay immediate and necessary operating expenses. As of the Petition Date, the Debtor has a facility in Chino, California, that the Debtor is in the process of shuttering. The Debtor intends to return, turn over, or sell its equipment its manufacturing equipment, subject to court-approved orders or stipulations with the relevant interested parties. For over 50 years the Debtor has been the designer and manufacturer of fitness equipment for commercial gym and home gym use. However, the profit margins and business model within in the industry has changed over the decades, and now the Debtor must restructure its affairs to winddown its manufacturing operations and focus on its engineering, design, and prototyping aspects of the business, offshoring production overseas in order to stay competitive and reorganize. The Budget anticipates the need for the DIP Financing in the week of October 2, 2023, in the amount of $100,000, with the second funding in the amount of $150,000 to follow in the week of October 16, 2023. As adequate protection for the use of cash collateral, secured creditors will have a post-petition replacement lien to the same extent, validity, scope, and priority a such liens existed as of the date of the filing of the Debtor's bankruptcy petition. A final hearing on the matter is set for October 11, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=ciKrJR from PacerMonitor.com. About Tuffstuff Fitness International, Inc. Tuffstuff Fitness International, Inc. is a manufacturer of consumer and commercial strength products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. C.D. Cal. Case No. 23-11905) on September 18, 2023. In the petition signed by Richard M. Reyes, Jr., chairman and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Theodor C. Albert oversees the case. John Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchick LLP represents the Debtor as legal counsel. UNITED ENGINEERS: Taps O'Connor Wechsler as Litigation Counsel -------------------------------------------------------------- United Engineers, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire O'Connor Wechsler, PLLC as litigation counsel. The firm will represent the Debtor in matters related to the litigation involving Byer Engineers and in other litigation matters. The hourly rates charged by the firm's attorneys and paralegals for their services are as follows: Annie Catmull $500 per hour Kathleen O'Connor $450 per hour Jeri Wechsler $350 per hour Paralegals $150 - $200 per hour In addition, the firm will seek reimbursement for work-related expenses incurred. Annie Catmull, Esq., disclosed in a court filing that she and her firm are "disinterested persons" pursuant to Section 101(14) of the Bankruptcy Code. O'Connor Wechsler can be reached at: Annie Catmull, Esq. O'Connor Wechsler, PLLC 4400 Post Oak Parkway, Suite 2360 Houston, TX 77027 Direct: (281) 814-5977 Email: aecatmull@o-w-law.com About United Engineers United Engineers, Inc. is a Houston-based company that provides architectural, engineering and related services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33166) on Aug. 19, 2023, with $2,356,290 in assets and $909,388 in liabilities. Drew McManigle of MACCO has been appointed as Subchapter V trustee. Judge Jeffrey P. Norman oversees the case. Melissa A. Haselden, Esq., at Haselden Farrow PLLC and O'Connor Wechsler, PLLC serve as the Debtor's bankruptcy counsel and litigation counsel, respectively. UNIVERSAL SOLAR: Gets OK to Hire Keery McCue as Bankruptcy Counsel ------------------------------------------------------------------ Universal Solar America, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Keery McCue, PLLC as its counsel. The Debtor requires legal counsel to: (a) prepare pleadings and applications; (b) conduct examinations incidental to administration; (c) advise the Debtor of its rights, duties, and obligations under Chapter 11 of the Bankruptcy Code; (d) take any and all other necessary action incident to the proper preservation and administration of this Chapter 11 estate; and (e) advise the Debtor in the formulation and presentation of a plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure statement and concerning any and all matters relating thereto. The firm will charge at an hourly rate of $165 to $475 for its services. Patrick Keery, Esq., an attorney at Keery McCue, 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: Martin J. McCue, Esq. Patrick F. Keery, Esq. Keery McCue, PLLC 6803 East Main Street, Suite 1116 Scottsdale, AZ 85251 Telephone: (480) 478-0709 Facsimile: (480) 478-0787 Email: mjm@keerymccue.com pfk@keerymccue.com About Universal Solar America Universal Solar America, LLC filed Chapter 11 petition (Bankr. D. Ariz. Case No. 23-06491) on Sept. 18, 2023, with up to $500,000 in estimated assets and up to $10 million in total liabilities. John Bereckis, manager, signed the petition. Judge Madeleine C. Wanslee oversees the case. Patrick F. Keery, Esq., at Keery McCue, PLLC serves as the Debtor's counsel. US ACUTE: Moody's Lowers CFR & Sr. Secured Global Notes to 'B3' --------------------------------------------------------------- Moody's Investors Service downgraded U.S. Acute Care Solutions, LLC's ("USACS") Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD and the rating on the company's backed senior secured global notes due 2026 to B3 from B2. The outlook remains stable. The downgrade of USACS' ratings reflects (a) the company's aggressive financial policy with a history of significant and consistent dividend payouts since a new capital structure was put in place in February 2021; (b) preferred shares that will become callable in March 2024; and (c) rising refinancing risk as the company will most likely need to refinance its entire capital structure in early 2025. Moody's views USACS' financial policy as aggressive. A large part the company's dividend payout goes toward servicing the perpetual, redeemable, preferred stock that is entitled to 10.5% annual distributions if paid in cash (11.5% per annum if paid in kind). The company has the flexibility to pay preferred share dividend in cash in-kind. Nevertheless, since the new capital structure was put in place in February 2021 the company has paid out dividends in excess of it cumulative operating cash flow – thus generating consistently negative free cash flow. The company's preferred shares are non-callable only until March 2024. If USACS exercises its call option after that, without raising common equity, it will most likely increase the company's debt and financial leverage. Moody's also believes that refinancing risk for USACS in early 2025 is rising. Moody's expects that USACS will consider refinancing its revolver (unrated) when it becomes current (i.e. VALCAL INC: Court OKs Cash Collateral Access Thru Oct 18 -------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Valcal Inc. to use cash collateral on an interim basis in accordance with the budget, through October 18, 2023. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee; (b) the current and necessary expenses set forth in the budget; and (c) additional amounts as may be expressly approved in writing by the Creditor. The Debtor's secured creditors, Bishek S. Sallapudi, Allegiant Partners, Ascentium Capital LLC, Channel Partners, Financial Pacific Leasing LLC, North Mills Credit Trust, Oakmont Capital, River Capital Finance LLC, Credibly of Arizona LLC, and Corporation Service Company, as representative, will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Secured Creditors. A continued preliminary hearing on the matter is set for October 18, 2023, at 10:3 a.m. at which time continued use of cash collateral will be addressed. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=7ErcIY from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, of: $221,933 for September 2023; $184,083 for October 2023; and $214,183 for November 2023. About Valcal Inc. Valcal Inc. manages and operates two delivery routes for FedEx Ground. One of the routes is in Jacksonville, Florida; and the other is near Ocoee, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01675) on May 2, 2023. In the petition signed by Giovanni Martinez, president, the Debtor disclosed $970,720 in assets and $2,055,075 in liabilities. Judge Tiffany P. Geyer oversees the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, represents the Debtor as legal counsel. VALLEY PORK: Seeks to Hire Growthland as Broker and Auctioneer -------------------------------------------------------------- Valley Pork, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Agri-Management Farm Services, LLC, doing business as Growthland. The Debtor needs a broker to conduct an auction of its property. Growthland will receive a 6 percent commission as payment for its services. Benjamin Isaacson, a member of Growthland, 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: Benjamin W. Isaacson Growthland 5475 Dyer Ave., Suite 141 Marion, IA 52302 Telephone: (319) 377-1143 About Valley Pork LLC Valley Pork, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 23-01125) on August 30, 2023. In the petition signed by Casey Westphalen, managing director of Business Solution, the Debtor disclosed up to $50 million in both assets and liabilities. Robert C. Gainer, Esq., at Cutler Law Firm, represents the Debtor as legal counsel. VITAL PHARMACEUTICALS: Unsecureds to Get Liquidating Trust Interest ------------------------------------------------------------------- Vital Pharmaceuticals, Inc., et al., submitted a Second Amended Joint Plan of Liquidation. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims and Interests pursuant to the Bankruptcy Code. The Debtors consummated the Sale Transaction in accordance with the Sale Order. The Debtors are liquidating and winding down their Estates. This Plan reflects the terms of a global settlement between the Debtors, Creditors' Committee, certain Prepetition Lenders, Prepetition Agent, certain DIP Lenders, DIP Agent, Monster, MEC, MBC and OBI as memorialized in the Settlement Term Sheet dated June 28, 2023, as approved by the Court on July 14, 2023. After application of the DIP Cash Paydown Amount received by the DIP Agent at Closing, the DIP Deficiency Claim is Allowed, classified and treated as a Class 3 Claim. Effective upon payment of the DIP Cash Paydown Amount (or such lesser amount agreed to by the DIP Lenders), the Liens and security interests granted pursuant to the DIP Credit Agreement were cancelled and are of no further force and effect. As to the Debtors, the DIP Deficiency Claim and the Prepetition Lenders' Deficiency Claim shall be Allowed, classified and treated as Class 3 Claims, and as to any non-debtor obligor under the Prepetition Credit Facility, the DIP Deficiency Claim and the Prepetition Lenders' Deficiency Claim shall be deemed Prepetition Facility Obligations. Under the Plan, Class 3 consists of Allowed General Unsecured Claims including the OBEMonster Matter Allowed Unsecured Claim. 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 shall be made to holders of Settlement Parties' Allowed General Unsecured Claims (and such Claims shall not be considered for purposes of determining the Pro Rata share of Residual Cash to which holders of other Allowed General Unsecured Claims are entitled) unless and until: (x) in the case of the Allowed DIP Deficiency Claim, holders of Allowed General Unsecured Claims not constituting Settlement Parties' Allowed General Unsecured Claims have received distributions totaling, in the aggregate, at least (I) $5 million less (II) the positive difference, if any, between (A) the Debtors' good faith estimate of Residual Cash held by the Debtors as of the Effective Date and (B) $15.5 million minus the aggregate amount of Fee Claims for professional services rendered or costs incurred on or after the Closing Date through the Effective Date; and (y) in the case of all other Allowed Settlement Parties' Allowed General Unsecured Claims, Holders of Allowed General Unsecured Claims have received distributions totaling, in the aggregate, at least $5 million. Distributions to Holders of Allowed General Unsecured Claims shall be made at such times and in such intervals as determined by the Liquidating Trustee. Class 3 is impaired. "Liquidating Trust Interests" means the non-certificated beneficial interests of the Liquidating Trust allocable to Liquidating Trust Beneficiaries in accordance with the terms, conditions, and priorities set out in the Plan and the Liquidating Trust Agreement entitling each Liquidating Trust Beneficiary to distributions or proceeds (if any) of the Liquidating Trust. "Residual Cash" means the Debtors' cash, including, without limitation, Cash proceeds of the Excluded Assets, less (i) amounts reserved for the administration of the Liquidating Trust from and after the Effective Date (including the fees and expenses of the Liquidating Trustee and its professionals) in accordance with the Wind-Down Budget, (ii) any Cash proceeds of the Sale Transaction required to be reserved and/or distributed to creditors pursuant to the Sale Order, and (iii) amounts required to make distributions on account of, or establish reserves for, Allowed Administrative Expense Claims, Allowed Fee Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, and Allowed Other Priority Claims, in accordance with this Plan. The Liquidating Trustee shall distribute to the holders of Allowed Class 3 Claims on account of their Liquidating Trust Interests on a semi-annual basis or with such other frequency as the Liquidating Trustee determines in the exercise of its business judgment, Cash representing its net income plus all net proceeds from the sale of its assets (including any Cash received from the Debtors and treating any permissible investment as Cash for purposes of this Article VI.K.f less such amounts that may be reasonably necessary to (i) meet contingent liabilities and to maintain the value of the Liquidating Trust Assets during liquidation, (ii) pay reasonably incurred or anticipated expenses (including, without limitation, any taxes imposed on or payable by the Debtors or the Liquidating Trust or in respect of the Liquidating Trust Assets), or (iii) satisfy other liabilities incurred or anticipated by such Liquidating Trust in accordance with the Plan or the Liquidating Trust Agreement; provided, however, that such Liquidating Trustee shall not be required to make a Distribution pursuant to this Article VI.K, of the Plan if such Liquidating Trustee determines that the expense associated with making the Distribution would likely utilize a substantial portion of the amount to be distributed, thus making the Distribution impracticable. The Liquidating Trustee shall make Distributions from the segregated Liquidating Trust Assets for the benefit of the holders of Allowed Administrative Expenses in accordance with the Plan or the Liquidating Trust Agreement. 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 Second Amended Joint Plan of Liquidation dated September 13, 2023, is available at https://tinyurl.ph/NnAIL 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. VPC IMPACT: Chapter 15 Case Summary ----------------------------------- Chapter 15 Debtor: VPC Impact Acquisition Holdings II Flagship Building 142 Seafarers Way, PO Box 2507 Grand Cayman KY1-1104 Cayman Islands Business Description: The Foreign Debtor, VPC Impact Acquisition Holdings II Limited (in Official Liquidation), was created as a special purpose acquisition vehicle, commonly referred to as a SPAC, by Victory Park Capital Advisors, LLC, an investment advisor headquartered in Chicago. The purpose of the Company was to consummate a merger or similar business combination with one or more businesses or entities. Chapter 15 Petition Date: September 27, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11551 Judge: Hon. Michael E. Wiles Foreign Proceeding: In the Matter of VPC Impact Acquisition Holdings II, Grand Court of the Cayman Islands Foreign Representatives: Alexander Lawson and Christopher Kennedy Flagship Building 142 Seafarers Way, PO Box 2507 George Town KY1-1104 Cayman Islands Foreign Representatives' Counsel: R. Craig Martin, Esq. Gregory M. Juell, Esq. DLA PIPER LLP (US) 1251 Avenue of the Americas New York NY 10020 Tel: (212) 335-4500 Fax: (212) 335-4501 Email: craig.martin@us.dlapiper.com gregory.juell@us.dlapiper.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GQELLZA/VPC_Impact_Acquisition_Holdings__nysbke-23-11551__0001.0.pdf?mcid=tGE4TAMA VYAIRE MEDICAL: Moody's Lowers CFR to 'Ca', Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Vyaire Medical, Inc. to Ca from Caa2 and its Probability of Default Rating to Ca-PD from Caa2-PD. Moody's also downgraded the ratings of the Backed Senior Secured 1st Lien Revolving Credit Facility, Backed Senior Secured Multi Currency Revolving Credit Facility and Backed Senior Secured 1st Lien Term Loan to Caa3 from Caa1. The outlook remains stable. The rating downgrade reflects Moody's view that Vyaire's capital structure is unsustainable and the risk of the company pursuing a transaction that Moody's considers to be a distressed exchange (and hence a default under Moody's definition) has increased. While the sale of consumables business has improved Vyaire's cash balance, Moody's believe that this cash will be required to execute the turnaround strategy and will not be available for paying down either the first or second (unrated) lien term loans. Given limited time to maturity for Vyaire's debt (first lien revolver expires in January 2024, multi-currency revolver expires in April 2024, first lien term loan matures in April 2025 and second lien term loan matures in April 2026) in the midst of an ongoing business restructuring, the company faces significant refinancing risk. A potential misstep in execution or an unforeseen external negative event could result in a liquidity shortfall and an increased probability of default. Governance risk considerations are material to the rating action. The company's financial policy remains aggressive as reflected in very high financial leverage and very high refinancing risk. RATINGS RATIONALE The Ca CFR reflects Vyaire's weak liquidity as the company faces significant refinancing risk, execution risk associated with the turnaround strategy and very high financial leverage. Moody's estimates that the company's debt/ EBITDA will remain over 10x in the next 12-18 months. The rating also reflects execution risks stemming from an ongoing business restructuring after the company sold its consumables business to SunMed Medical in May 2023. Offsetting some of these constraints, the rating is supported by the continuing demand for the company's products, both domestically and overseas. The stable outlook reflects Moody's view that the default probability is high and appropriately captured at the current rating level. Vyaire's liquidity will remain weak in the next 12-18 months, primarily reflecting Vyaire's refinancing risk. The company had approximately $177 million in available cash and $111 million available for drawings under its $120 million revolving credit facility as of June 30, 2023. The company's first lien revolving credit facility expires in January 2024 and their multi-currency revolving credit facility expires in April 2024. Moody's believes that the company will struggle to generate meaningful positive free cash flow in the next 12 months. In a downside scenario, the company will need to utilize material portion of its cash balance to continue running its operations. The company's first lien revolver and term loan are rated Caa3, one notch above the Ca Corporate Family Rating. The Caa3 rating on the first lien debt reflects the secured nature of these facilities and a priority position over the EUR75 million second lien term loan (not rated). The borrowing under the notes purchase agreement (not rated) is also secured and ranks the same as the first lien debt in terms of seniority. Vyaire's CIS-5 score indicates that the rating is lower than it would have been if ESG risk exposures did not exist, and the negative impact is more pronounced than for issuers scored CIS-4. The CIS-5 score reflects the company's very aggressive financial strategy, high management turnover, poor execution of business turnaround and social risks related to responsible production. Vyaire's S-4 score reflects Social risk considerations arising from responsible production including compliance with regulatory requirements for the safety of its products as well as adverse reputational risks arising from recalls associated with manufacturing defects. While the company benefitted from spike in demand for respiratory products during the coronavirus outbreak, the benefit did not translate into a stronger and more stable company. Vyaire's G-5 score considers management credibility and track record demonstrated by very aggressive financial strategy, high management turnover and poor execution of business turnaround. After the sale of consumables business, the company's scale and product diversity has declined meaningfully. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company pursues a transaction that Moody's considers to be a distressed exchange and hence a default under Moody's definition. A decline in the company's asset quality, leading to reduction in enterprise value could lead to a downgrade. The ratings could also be downgraded if the company's operating performance or liquidity further deteriorates. The ratings could be upgraded if the company successfully executes its restructuring/turnaround strategy, improves liquidity by successfully refinancing its maturing debt and generates positive free cash flow. The company's revolving credit facility is current at this time. Moody's believes that the company needs to further stabilize its operations to be able to generate positive free cash flow on a sustainable basis. The principal methodology used in these ratings was Medical Products and Devices published in October 2021. Vyaire is a manufacturer and distributor of respiratory products. The company's products are focused on respiratory health, including respiratory diagnostics, ventilation and airway management. Moody's estimates that the company's revenue for the next twelve months will be $300-$350 million. Vyaire is privately owned by Apax Partners. WAND NEWCO 3: S&P Upgrades ICR to 'B', Outlook Stable ----------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Wand NewCo 3 Inc. (Caliber Collision) to 'B' from 'B-'. The stable outlook reflects S&P's view that the demand environment for collision repair will remain healthy, while the company continues to invest in growth and expand its labor capacity. S&P said, "We forecast Caliber's operating performance and credit metrics will remain strong through 2024. We expect the company's operating performance to benefit from healthy demand for collision repairs considering that vehicle miles traveled have normalized to some degree since the COVID-19 pandemic. At the same time, we expect labor shortages coupled with wage inflation in the industry to result in tight supply for collision repairs, causing demand to materially outpace capacity. These dynamics have enabled Caliber to increase the prices it charges to insurance companies, helping mitigate inflationary pressures and supporting Caliber's financial performance. Furthermore, we expect Caliber to increase labor capacity with a combination of its technician apprenticeship program, hiring body technicians, and acquisitions. This will likely support healthy operating performance and credit metrics that will remain commensurate with the rating through 2024." However, if the ongoing United Auto Workers (UAW) strike persists for an extended period, some repair centers could face limited parts availability. The fundamentals of the collision repair industry remain favorable. S&P said, "Steady increases in the volume of vehicle miles traveled and a rise in repair severity, stemming from the higher complexity of modern vehicle technology, is leading to more auto insurance claims at a higher cost of repair, which we view as a tailwind over the medium term. However, we continue to monitor the number of total losses as a share of claims. Insurance companies may find it cheaper to pay for a new car rather than repair an old one. Therefore, we forecast Caliber's debt to EBITDA will improve to the high-5x area in 2023 and to about mid-5x in 2024. We also forecast the company will increase free operating cash flow (FOCF) to debt to the high-7% area in 2023 and the low-9% area in 2024." Caliber is the largest collision repair company in the U.S. Historically, the collision repair industry has remained stable, even during recessions, because demand is mainly related to the volume of vehicle miles traveled and insurance claims. However, S&P also views Caliber's business as highly concentrated with limited scale, a narrow scope of operations, and a lack of diversity. S&P said, "We expect Caliber will remain acquisitive through 2024. The company and its sponsors' primary strategy is to expand rapidly by acquiring and building new stores. After adding about 200 centers in 2021 and about 135 centers in 2022, Caliber intends to add between 150 and 170 new stores in 2023. These acquisitions and developments necessitate high initial investment, which we anticipate it will likely finance with a combination of cash from operations and available liquidity." However, Caliber has maintained adequate liquidity, partly because it extended and upsized its revolving credit facility before year-end 2022, to November 2025 and $344 million, which eliminated near-term maturities. Year to date, Caliber upsized its revolver credit facility twice, increasing its capacity to $625 million, further improving its liquidity position. The company also completed a $160 million repayment of its second-lien term loan, decreasing the outstanding amount to $440 million, effectively reducing its interest expense burden. Furthermore, the company's interest-rate swaps provide some stability and visibility into its exposure to rising interest rates through its floating-rate debt, especially in 2023 and 2024, which we expect will remain manageable. S&P said, "The stable outlook reflects our view that the demand environment for collision repairs will remain favorable, while the company continues to expand its labor capacity. We expect Caliber will maintain or improve its EBITDA margins, allowing it to generate healthy levels of FOCF and sustain sufficient liquidity despite its acquisitive growth strategy. "We would lower our rating on Caliber if the company's leverage returns above 7x or if FOCF to debt returns below 3% on a sustained basis. This could occur if its EBITDA contracts due to integration issues, protracted technical labor and parts constraints, or an inability to raise the prices it charges insurances companies, which would make a sustained improvement in its leverage or FCOF generation unlikely. "We could raise the rating if debt to EBITDA improves below 5x on a sustained basis and FOCF to debt stays between 6%-10%. In addition, we would expect its financial sponsors to commit to a financial policy that would allow the company to maintain lower leverage. "Environmental credit factors have an overall neutral influence on our rating analysis of Caliber. The company is focused on collision repair, the demand and cost for which will face no material impact from the increased electrification of the powertrain. While the company must manage its use of paint and disposal of old parts, the cost of oversight is quite reasonable. Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects its corporate decision-making that prioritizes the interests of its controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." WHEEL PROS: S&P Upgrades ICR to 'CCC+', Outlook Negative -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.–based Wheel Pros Inc. to 'CCC+' from 'SD' (selective default) due to the improved liquidity. S&P said, "At the same time, we assigned a 'B' issue-level and '1' recovery rating to the company's new enhanced FILO term loan, a 'CCC+' issue-level and '4' recovery rating to the company's newco first-lien term loan, and a 'CCC-' issue-level and '6' recovery rating to the company's newco second-lien secured notes." "We also raised our rating on the existing first-lien term loan to 'CCC' with a '5' recovery rating, and we raised our rating on the existing unsecured notes to 'CCC-' with a '6' recovery rating. "The negative outlook reflects the risk that we could downgrade Wheel Pros if the company's operating performance deteriorates such that we believe liquidity could become constrained or if we expect the company could engage in another distressed debt restructuring." Wheel Pros Inc. completed its distressed debt restructuring which involved issuance of a new-money first-in last-out (FILO), newco first-lien term loan, newco second-lien secured notes, redemption of some of its existing first-lien term loan and senior unsecured notes, and paydown of its ABL. Although gross debt is only slightly lower, the company improved its liquidity position. S&P said, "The upgrade reflects the additional liquidity support through using new-money FILO proceeds to pay down a large portion of the ABL balance, though we expect the capital structure to remain unsustainable. Following completion of the company's restructuring transaction, the company's capital structure now consists of a new $235 million FILO loan, newco first-lien term loan of about $1 billion, newco second-lien secured notes of about $272 million, and the existing $200 million ABL, remaining $3.6 million first-lien term loan, and remaining $93 million senior unsecured notes. "Despite the restructuring, the total gross debt load was only reduced by approximately $60 million and we continue to view the capital structure as unsustainable given expectations for very elevated leverage and relatively weak earnings. However, the company was able to raise new money and repay its ABL revolver down to about $18 million from $176 million. We believe this raises the company's total sources of liquidity (inclusive of working capital benefit) to about $193 million post-transaction, compared to expected liquidity uses of about $83 million over the next 12 months. Therefore, we believe the company will have sufficient liquidity runway beyond the next 12 months. However, we believe the economic landscape remains weak, with our economists forecasting 1.3% GDP growth in 2024, down from 2.3% in 2023. Therefore, we expect consumer discretionary spending on the company's products to remain weak and for free cash flow to remain negative. We forecast leverage to remain unsustainable through 2023 at about 16.5x-17x and 12.5x-13x through 2024. "The negative outlook reflects the risk that we could downgrade the company if it fails to improve its operating performance such that liquidity becomes constrained or if we believe the company could default within a year." S&P could lower the ratings if it expects: -- Liquidity to become constrained if operating performance deteriorates due to further sales declines, restructuring or operating missteps, increased operating or material costs, or working capital misalignment resulting in significant cash burn; -- The company makes acquisitions that deteriorates its liquidity position; or -- S&P believes there is a risk the company could engage in further distressed debt restructuring. S&P could revise the outlook to stable or raise the ratings if: -- The company establishes a track record of at least break-even or positive operating cash flow through improved operating performance; and -- S&P believes wheel volume demand has stabilized while the restructuring of the retail business is largely completed and the segment is generating profitability. S&P said, "Environmental factors have an overall neutral influence on our rating analysis on Wheel Pros. The company focuses on automotive aftermarket accessories (wheels) that do not depend on the type of vehicle engine propulsion. Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the company's generally finite holding periods and a focus on maximizing shareholder returns." WINDOW SYSTEMS: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Window Systems of Texas, Inc. asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral for expenses set forth on the budget and other unforeseeable expenses that may arise and pose a threat to the Debtor's continued operations. The Debtor depends on the use of cash collateral for payroll and general operating expenses. Revenue is generated through the Debtor's commercial glass and glazing contractor business. Moreover, such revenue will be deposited by Debtor in its DIP operating account pending entry of an order allowing use of cash collateral. A search in the Texas Secretary of State shows that allegedly secured positions are held by Unknown UCC (UCC Filing 19-0006033365), SBA (UCC Filing 20-0022896867), Unknown UCC (UCC Filing 22-0053812972), Unknown UCC (UCC 23-0000454442) and Legal Advance Funding (UCC Filing 23-0039245927). A copy of the motion is available at https://urlcurt.com/u?l=QCttsE from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=2D7Txl from PacerMonitor.com. The Debtor projects $302,000 in cash receipts and $289,400 in cash disbursements for 30 days. About Window Systems of Texas, Inc. Window Systems of Texas, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33685) on September 26, 2023. In the petition signed by David Mallette, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. WOOF HOLDINGS: Credit Suisse AMIFI Marks $1MM Loan at 19% Off ------------------------------------------------------------- Credit Suisse Asset Management Income Fund, Inc has marked its $1,000,000 loan extended to WOOF Holdings, Inc to market at $810,000 or 81% of the outstanding amount, as of June 30, 2023, according to Credit Suisse's Form N-CSR for the Semi-Annual Report on June 30, 2023, filed with the Securities and Exchange Commission. Credit Suisse AMIFI is a participant in a Bank Loan to WOOF Holdings, Inc. The loan accrues interest at a rate of 12.421% (3 mo. USD LIBOR + 7.250%) per annum. The loan matures on December 21, 2028. Credit Suisse Asset Management Income Fund, Inc was incorporated on February 11, 1987 and is registered as a diversified, closed end management investment company under the Investment Company Act of 1940, as amended. Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc., through its acquisition of The Wellness Pet Food Holdings Company, Inc., is a manufacturer of premium pet food and treats, mainly in North America. WORLD SECURITY: Seeks Extension to File Plan Until Dec. 15 ---------------------------------------------------------- World Security Services, Inc., as the Court to extend its deadline to file a Plan and a Disclosure Statement until Dec. 15, 2023. On July 21st, 2023, the Court ordered the DIP until September 19, 2023, to file the Disclose Statement and Plan. Upon the request of the accountant, additional time will be needed to gather all of the information to prepare a confirmable plan including the Disclosure Statement. Attorney for the Debtor: Carlos A. Ruiz Rodriguez, Esq. LCDO. CARLOS ALBERTO RUIZ, LLC P.O. Box 1298 Caguas, PR 00726-1298 Tel: (787) 286-9775 E-mail: carlosalbertoruizquiebras@gmail.com About World Security Services World Security Services, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01542) on May 22, 2023, with as much as $1 million in both assets and liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. Carlos Alberto Ruiz, Esq., at Licenciado Carlos Alberto Ruiz, LLC, is the Debtor's counsel. YELLOW CORP: Committee Seeks to Hire Huron as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Yellow Corporation and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Huron Consulting Group Inc. as its financial advisor. The committee requires a financial advisor to: (a) review and analyze financial information prepared by the Debtors; (b) review and analyze proposed transactions for which the Debtors seek court approval; (c) assist in the review of reports or filings as required by the court or the U.S. Trustee; (d) evaluate proposed employee incentive, retention, severance, and separation plans; (e) assist with identifying and implementing potential budgetary cost containment opportunities; (f) analyze assumption and rejection matters with respect to executory contracts and leases; (g) review and analyze any restructuring, liquidation, or Chapter 11 plan proposed by the Debtors or any other party, and assist the committee with evaluating and negotiating terms and conditions of any restructuring, liquidation or Chapter 11 plan; (h) review and analyze: (a) proposed business plans and assumptions related thereto and (b) financial condition, results from operations and cash flow from operations; (i) assist in the evaluation of the Debtors' proposed sales of operations and assets in connection with their proposed Bankruptcy Code section 363 sale(s); (j) prepare enterprise, asset, and liquidation valuations; (k) assist in preparing documents necessary for plan confirmation; (l) provide advice and assistance to the committee in negotiations and meetings with the Debtors and stakeholders; (m) attend meetings and teleconferences with, and on behalf of, the committee; (n) assist with the claims resolution procedures; (o) analyze the Debtors' prepetition property, liabilities, and financial condition and the transfers with and among Debtors' affiliates; (p) investigate causes of action and other items as directed by the committee and provide litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions or other matters; and (q) such other functions as requested by the committee or its counsel to assist the committee in these Chapter 11 cases. The hourly rates of Huron's counsel and staff are as follows: Managing Director $975 - $1,315 Senior Director $950 - $950 Director $700 - $800 Manager $600 - $600 Associate $500 - $500 Analyst $325 - $500 In addition, the firm will seek reimbursement for expenses incurred. Laura Marcero, Esq., a managing director at Huron Consulting Group, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Laura Marcero Huron Consulting Group Inc. 550 W. Van Buren Chicago, IL 60607 Telephone: (248) 244-2410 About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp. had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis LLP as restructuring counsel; Pachulski Stang Ziehl & Jones LLP as Delaware local counsel; Kasowitz, Benson and Torres LLP as special litigation counsel; Goodmans LLP as special Canadian counsel; Ducera Partners LLC as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. White & Case LLP serves as counsel to Beal Bank USA. Arnold & Porter Kaye Scholer LLP serves as counsel to the United States Department of the Treasury. On August 16, 2023, the United States Trustee for Region 3 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld LLP and Benesch, Friedlander, Coplan & Aronoff LLP as counsel; Miller Buckfire as investment banker; and Huron Consulting Services LLC as financial advisor. YELLOW CORP: Committee Taps Miller Buckfire as Investment Banker ---------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Yellow Corporation and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Miller Buckfire & Co., LLC as its investment banker. Miller Buckfire will render these services: (a) familiarize itself with the business, operations, properties, financial condition, and prospects of the Debtors and advise and assist the committee in structuring and effecting the financial aspects of any transaction; (b) receive, review, and perform diligence on information provided on a confidential basis by the Debtors or the committee; (c) assist the committee in negotiations regarding any sale, plan of reorganization or liquidation of any of the Debtors in the Chapter 11 cases or other transaction; (d) represent and negotiate on the behalf of the committee as it relates to any restructuring proposals advanced by the committee, the Debtors or any other parties or stakeholders; (e) participate in hearings before the court in connection with Miller Buckfire's other services; and (f) provide such other services as may be reasonably requested by the committee and consistent with the particular services described herein. Miller Buckfire will be compensated based on this fee and expense structure below: (a) Monthly fee of $175,000. (b) Deferred fee of $3,750,000 due upon a transaction. (c) 50 percent of the fifth and each subsequent monthly fee actually paid will be credited to reduce the deferred fee. (d) The firm will seek reimbursement for expenses incurred. John D'Amico, a managing director at Stifel, Nicolaus & Co., Inc., an affiliate of Miller Buckfire, disclosed in a court filing that Miller Buckfire is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: John D'Amico Stifel, Nicolaus & Co., Inc. 787 Seventh Avenue New York, NY 10019 Telephone: (212) 895-1800 Facsimile: (212) 895-1853 About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp. had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis LLP as restructuring counsel; Pachulski Stang Ziehl & Jones LLP as Delaware local counsel; Kasowitz, Benson and Torres LLP as special litigation counsel; Goodmans LLP as special Canadian counsel; Ducera Partners LLC as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. White & Case LLP serves as counsel to Beal Bank USA. Arnold & Porter Kaye Scholer LLP serves as counsel to the United States Department of the Treasury. On August 16, 2023, the United States Trustee for Region 3 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld LLP and Benesch, Friedlander, Coplan & Aronoff LLP as counsel; Miller Buckfire as investment banker; and Huron Consulting Services LLC as financial advisor. YELLOW CORP: Estes Express Revised Bid for Shipment Centers ----------------------------------------------------------- Juby Babu of Reuters reports that Trucking firm Estes Express has submitted a revised stalking horse bid worth $1.525 billion in cash for bankrupt Yellow Corp's shipment centers, according to a bankruptcy court filing on Wednesday. Yellow said Estes' new bid is the best and superior to Old Dominion Freight Line Inc's (ODFL.O) $1.5 billion August stalking horse bid. Privately held Estes had submitted a $1.3 billion bid last month to acquire Yellow's shipment centers. A stalking horse bid is an initial bid on the assets of a bankrupt company, setting the low-end bidding bar so that other bidders cannot underbid the purchase price. "Estes Stalking Horse Bid is an improvement over the Old Dominion Bid because it offers more money for the Acquired Assets and less fees in terms of bid protections," Yellow said in a filing with the U.S. Bankruptcy Court in Delaware. Estes also offered a lower breakup fee and other financial terms. In the filing, Yellow said about 540 prospective purchasers of the assets have contacted the company to date, and bankruptcy adviser Ducera Partners and 307 have executed confidentiality agreements to assess the assets. Yellow halted operations on July 30 and filed for bankruptcy early last month, blaming the International Brotherhood of Teamsters union that represents about 22,000 of its employees for the company's demise. The nearly 100-year-old company filed for bankruptcy with just $39 million cash on hand, which it said was not enough to run a months-long bankruptcy sale for its 12,000 trucks, real estate holdings and other assets. About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. Kirkland & Ellis LLP is serving as the Company's restructuring counsel, PachulskiStangZiehl& Jones LLP is serving as the Company's Delaware local counsel, Kasowitz, Benson and Torres LLP is serving as special litigation counsel, Goodmans LLP is serving as the Company's special Canadian counsel, Ducera Partners LLC is serving as the Company's investment banker, and Alvarez and Marsal is serving as the Company's financial advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. Milbank LLP, serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. White & Case LLP, serves as counsel to Beal Bank USA. Arnold & Porter Kaye ScholerLLP, serves as counsel to the United States Department of the Treasury. Alter Domus Products Corp., the Administrative Agent to the DIP Lenders, is represented by Holland & Knight LLP. YELLOW CORP: Paid Millions to Managers Prior to Bankruptcy ---------------------------------------------------------- FORTUNE.com reports that just weeks before closing its doors and dismissing thousands of employees, Yellow Corp. doled out millions of dollars in bonuses to executives so they wouldn't leave the trucking firm during its chaotic unraveling, court papers show. Yellow paid bonuses totaling about $4.6 million to eight current and two former executives in the weeks before the company went bankrupt with plans to liquidate, according to corporate disclosures in Delaware bankruptcy court. The figure is higher than it would have been had Yellow managed to avoid a sudden bankruptcy filing, according to a person familiar with the matter. Of the bonuses disbursed, nearly $2 million paid on July 14 were approved by Yellow's board in June -- when the company was in trouble, but before it was considering filing for bankruptcy, according to the person. Yellow's public feud with a union representing much of its workforce escalated days later when a strike notice prompted the company's customers to take their business elsewhere, Yellow has said. The remaining bonuses paid on July 31 became necessary, then, as Yellow planned for a bankruptcy filing that would be used to repay creditors and wind down, according to the person, who asked not to be named discussing private deliberations. The company's fleet of trailers, trucking terminals and other assets -- all of which would need to be sold quickly and at the highest prices possible -- had previously been valued at roughly $2.1 billion. A fire sale could seriously reduce the prices they fetched. So-called retention bonuses are common in major restructurings, as they incentivize employees to stick around and help clean up failed firms. It's less common to pay them prior to a bankruptcy filing when, as with Yellow, the company in question is shutting down for good. The bonuses underscore an unintuitive logic that shows itself time and again when corporations fail: the executives who lead companies to bankruptcy are often the people best equipped to help repay their debts, if only because of the institutional knowledge they possess. Creditors, lower-level employees and even regulators frequently attack retention bonuses as unfair or unnecessary, but federal judges and restructuring advisers routinely find they help creditors hurt by bankruptcy recoup more than they otherwise would. The July payments include a $1 million retention bonus to Yellow Chief Restructuring Officer Matthew Doheny, $1.08 million to Chief Operating Officer Darrel Harris and $625,000 to Chief Executive Officer Darren Hawkins, according to a company court filing. Yellow also said it paid retention bonuses totaling roughly $249,000 to its former chief commercial officer and $23,000 to its former senior vice president of human resources. The company paid those bonuses because when it filed bankruptcy it explored the possibility of selling its logistics business as a going concern rather than shutting it down, the person said, but key lenders didn’t support that idea. The bonus payments were therefore used to offset severance payments totaling about $306,000 and $296,000, respectively, the person said. Sean O'Brien, general president of the International Brotherhood of Teamsters, said in a statement that the bonuses should be addressed by Congressional reforms "that workers in this country desperately need." O'Brien criticized Yellow for making the payments while it skipped paying for employee benefits. Congress in 2005 restricted companies from paying executive retention bonuses in Chapter 11, prompting companies to pay such awards before filing bankruptcy. There have been calls to curb such pre-bankruptcy bonuses in recent years. In 2021, the Government Accountability Office recommended that Congress require court oversight of executive retention bonuses after more than two hundred executives received around $165 million before their companies filed for bankruptcy. Disputes over executive pay in bankruptcy court can become particularly heated when a labor union is involved, said Jared Ellias, a Harvard Law School professor who has researched Chapter 11 bonuses. "Given what's gone on here, I can see why they paid out the bonuses before filing," Ellias said by phone. Usually, they're paid without controversy, with court permission, after a liquidation is complete, he said. Yellow filed bankruptcy on August 6 with $1.2 billion in long-term debt, including a roughly $700 million US government pandemic rescue loan, debt the company said it expects to repay in-full. The shutdown will ultimately leave Yellow's roughly 30,000 employees jobless, according to a prior company statement. But the liquidation, now in full swing, has fostered heated competition from lenders and rival trucking companies that see value in Yellow's assets. Lenders led by Apollo Global Management initially offered to finance the company's wind-down, a proposal that was eventually supplanted by a better deal with Ken Griffin's Citadel and hedge fund MFN Partners LP. Since then, Estes Express Lines and Old Dominion Freight Line Inc. have bid against each other for Yellow's trucking terminals, with Estes most recently offering $1.525 billion. About Yellow Corp Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. Kirkland & Ellis LLP is serving as the Company's restructuring counsel, Pachulski Stang Ziehl & Jones LLP is serving as the Company's Delaware local counsel, Kasowitz, Benson and Torres LLP is serving as special litigation counsel, Goodmans LLP is serving as the Company's special Canadian counsel, Ducera Partners LLC is serving as the Company's investment banker, and Alvarez and Marsal is serving as the Company's financial advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. Milbank LLP, serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. White & Case LLP, serves as counsel to Beal Bank USA. Arnold & Porter Kaye Scholer LLP, serves as counsel to the United States Department of the Treasury. Alter Domus Products Corp., the Administrative Agent to the DIP Lenders, is represented by Holland & Knight LLP. YELLOW CORP: Panel Taps Akin Gump Strauss Hauer & Feld as Counsel ----------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Yellow Corporation and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Akin Gump Strauss Hauer & Feld, LLP as its lead counsel. The committee requires legal counsel to: (a) give advice with respect to the committee's rights, duties and powers in these Chapter 11 cases; (b) assist and advise the committee in its consultations and negotiations with the Debtors relative to the administration of the Chapter 11 cases; (c) assist the committee in analyzing the claims of the Debtors' creditors and capital structure and in negotiating with holders of claims and equity interests; (d) assist the committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their insiders, and of the operation of the Debtors' business; (e) assist the committee in connection with the Debtors' monetization of their assets and the negotiations with the Debtors and third parties. (f) assist the committee in its analysis of, and negotiations with, the Debtors or any third-party concerning matters; (g) assist and advise the committee as to its communications to the general creditor body regarding significant matters in these Chapter 11 cases; (h) represent the committee at all hearings and other proceedings before this court; (i) review and analyze applications, orders, statements of operations and schedules filed with the court and advise the committee as to their propriety, and to the extent deemed appropriate by the committee, support, join or object thereto; (j) advise and assist the committee with respect to any legislative, regulatory or governmental activities; (k) assist the committee in preparing pleadings and applications as may be necessary in furtherance of the committee's interests and objectives; (l) assist the committee in its review and analysis of the Debtors' various agreements; (m) prepare, on behalf of the committee, any pleadings in connection with any matter related to the Debtors or the Chapter 11 cases; (n) investigate and analyze any claims against the Debtors' non-Debtor affiliates; and (o) perform such other legal services as may be required or are otherwise deemed to be in the interests of the committee. The hourly rates of the firm's counsel and staff are as follows: Partners $1,300 – $2,145 Senior Counsel $940 – $1,550 Counsel $1,120 – $1,500 Associates $735 – $1,175 Paraprofessionals $215 – $510 In addition, the firm will seek reimbursement for expenses incurred. Philip Dublin, Esq., a member of Akin Gump Strauss Hauer & Feld, provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: Akin Gump did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; the hourly rates set forth in the application and this declaration are consistent with (i) market rates for comparable services and (ii) the rates that Akin Gump charges and will charge other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No rate for any of the professionals included in this engagement varies based on the geographic location of these Chapter 11 cases. Question: If you represented the client in the twelve months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and reasons for the difference. Answer: Akin did not represent any member of the committee in connection with the Chapter 11 cases prior to its retention by the committee. Question: Has your client approved your respective budget and staffing plan, and if so, for what budget period? Answer: Akin expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Akin reserves all rights. The committee has approved Akin's proposed hourly billing rates. Mr. Dublin 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: Philip C. Dublin, Esq. Meredith A. Lahaie, Esq. Kevin Zuzolo, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 Email: pdublin@akingump.com mlahaie@akingump.com kzuzolo@akingump.com About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp. had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis LLP as restructuring counsel; Pachulski Stang Ziehl & Jones LLP as Delaware local counsel; Kasowitz, Benson and Torres LLP as special litigation counsel; Goodmans LLP as special Canadian counsel; Ducera Partners LLC as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. White & Case LLP serves as counsel to Beal Bank USA. Arnold & Porter Kaye Scholer LLP serves as counsel to the United States Department of the Treasury. On August 16, 2023, the United States Trustee for Region 3 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld LLP and Benesch, Friedlander, Coplan & Aronoff LLP as counsel; Miller Buckfire as investment banker; and Huron Consulting Services LLC as financial advisor. YELLOW CORP: Panel Tpas Benesch Friedlander as Delaware Counsel --------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Yellow Corporation and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Benesch, Friedlander, Coplan & Aronoff, LLP as Delaware counsel and bankruptcy co-counsel. The firm will render these legal services: (a) in conjunction with Akin Gump Strauss Hauer & Feld, LLP, provide legal advice where necessary with respect to the committee's powers and duties and strategic advice on how to accomplish the committee's goals; (b) draft, review, and comment on drafts of documents to ensure compliance with local rules, practices, and procedures; (c) assist and advise the committee in its consultation with Akin and the U.S. Trustee relative to the administration of these Chapter 11 cases; (d) draft, file, and serve documents as requested by Akin and the committee; (e) assist the committee and Akin, as necessary, in the investigation (including through discovery) of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of their businesses, and any other matter relevant to these Chapter 11 cases or to the formulation of a plan or plans of reorganization or liquidation, or a sale of the Debtors' assets; (f) compile and coordinate delivery to the court and the U.S. Trustee information required by the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any applicable U.S. Trustee guidelines and/or requests; (g) appear in court and at any meetings of creditors on behalf of the committee in its capacity as Delaware counsel and co-counsel with Akin; (h) monitor the case docket and coordinate with Akin and any other professional retained by the committee on matters impacting the committee; (i) participate in calls with the committee; (j) prepare, update, and distribute critical dates memoranda and work group lists; (k) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these Chapter 11 cases and coordinate with Akin on any necessary responses; (l) provide additional support to Akin, other committee professionals, and the committee, as requested; and (m) perform such other legal services as may be required or are otherwise deemed to be in the interests of the committee in accordance with its powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The hourly rates of the firm's counsel and staff are as follows: Partners $495 - $995 Associates $245 - $605 Paraprofessionals $110 - $375 The primary attorneys and paralegal that will work on this representation and their respective hourly rates are below: Jennifer R. Hoover, Partner $815 Kevin M. Capuzzi, Partner $640 John C. Gentile, Associate $525 Juan Martinez, Associate $405 LouAnne Molinaro, Paralegal $370 In addition, the firm will seek reimbursement for expenses incurred. Jennifer Hoover, Esq., a partner at Benesch, provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the twelve months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and reasons for the difference. Answer: Not applicable. Benesch did not represent the committee during the prepetition period. Question: Has your client approved your respective budget and staffing plan, and if so, for what budget period? Answer: Benesch expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Benesch reserves all rights. Ms. Hoover 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: Jennifer R. Hoover, Esq. Kevin M. Capuzzi, Esq. John C. Gentile, Esq. Benesch, Friedlander, Coplan & Aronoff LLP 1313 North Market Street, Suite 1201 Wilmington, DE 19801 Telephone: (302) 442-7010 Facsimile: (302) 442-7012 Email: jhoover@beneschlaw.com kcapuzzi@beneschlaw.com jgentile@beneschlaw.com About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp. had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis LLP as restructuring counsel; Pachulski Stang Ziehl & Jones LLP as Delaware local counsel; Kasowitz, Benson and Torres LLP as special litigation counsel; Goodmans LLP as special Canadian counsel; Ducera Partners LLC as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. White & Case LLP serves as counsel to Beal Bank USA. Arnold & Porter Kaye Scholer LLP serves as counsel to the United States Department of the Treasury. On August 16, 2023, the United States Trustee for Region 3 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld LLP and Benesch, Friedlander, Coplan & Aronoff LLP as counsel; Miller Buckfire as investment banker; and Huron Consulting Services LLC as financial advisor. [^] BOOK REVIEW: Mentor X ------------------------- The Life-Changing Power of Extraordinary Mentors Author: Stephanie Wickouski Publisher: Beard Books Hard cover: 156 pages ISBN: 978-1-58798-700-7 List Price: $24.75 Order this Book: https://is.gd/EIPwnq Long-time bankruptcy lawyer Stephanie Wickouski at Bryan Cave impressively tackles a soft problem of modern professionals in an era of hard data and scientific intervention in her third published book entitled Mentor X. In an age where employee productivity is measured by artificial intelligence and resumes are prescreened by computers, Stephanie Wickouski adds spirit and humanity to the professional journey. The title is disarmingly deceptive and book browsers could be excused for assuming this work is just another in a long line of homogeneous efforts on mentorship. Don't be fooled; Mentor X is practical, articulate and lively. Most refreshingly, the book acknowledges the most important element of human development: our intuition. Mrs. Wickouski starts by describing what a mentor is and distinguishes that role from a teacher, coach, role model, buddy or boss. Younger professionals may be skeptical of the need for a mentor, but Mrs. Wickouski deftly disabuses that notion by relating how a mentor may do nothing less than change the course of a protege's life. Newbies to this genre need little convincing afterwards. One of the book's worthiest contributions is a definition of mentor that will surprise most readers. Mentors are not teachers, the latter of which impart practical knowledge. Instead, according to Mrs. Wickouski, her mentors "showed me secrets that I could learn nowhere else. They showed me how doors are opened. They showed me how to be an agent of change and advance innovative and controversial ideas." What ambitious professional doesn't want more of that in their life? The practicality of the book continues as Mrs. Wickouski outlines the qualities to look for in a mentor and classifies the various types of mentors, including bold mentors, charismatic mentors, cold and distant mentors, dissolute mentors, personally bonded mentors, younger mentors, and unexpected mentors. Mentor X includes charts and workbooks which aid the reader in getting the most out of a mentor relationship. In a later chapter, Mrs. Wickouski provides an enormously helpful suggestion about adopting a mentor: keep an open mind. Often, mentors will come in packages that differ from our expectations. They may be outside of our profession, younger, less educated, etc . . . but the world works in mysterious ways and Mrs. Wickouski encourages readers to think about mentors broadly. In this modern era of heightened workplace ethics, Mrs. Wickouski articulates the dark side of mentors. She warns about "dementors" and "tormentors" -- false mentors providing dubious and sometimes self-destructive advice, and those who abuse a mentor relationship to further self-interested, malign ends, respectively. She describes other mentor dysfunctions, namely boundary-crossing, rivalry, corruption, and a few others. When a mentor manifests such behaviors, Mrs. Wickouski counsels it's time to end the relationship. Mrs. Wickouski tells readers how to discern when the mentor relationship is changing and when it is effectively over. Those changes can be precipitated by romantic boundaries crossed, emergence of rivalrous sentiment, or encouragement of unethical behavior or corruption. Mrs. Wickouski aptly notes that once insidious energies emerge, the mentorship is effectively over. At this point, certain readers may say to themselves, "Okay, I've got it. Now I can move on." Or, "My workplace has a formal mentorship program. I don't need this book anymore." Or even, "Can't modern technology handle my mentor needs, a Tinder of mentorship, so to speak?" Mrs. Wickouski refutes that notion. She analyzes how many mentoring programs miss the mark. In one of the best passages in the book, Mrs. Wickouski writes, "Assigning or brokering mentors negates the most critical components of a true mentorâ€“protege relationship: the individual process of self-awareness which leads a person to recognize another individual who will give the advice singularly needed. That very process is undermined by having a mentor assigned or by going to a mentoring party." She does not just criticize; she offers a solution with three valuable tips for choosing the right mentor and five qualities to ascertain a true mentor in the unlimited sea of possibilities. Next, Mrs. Wickouski distinguishes between good advice and bad advice. She punctuates that discussion with many relevant and relatable examples that are easy to read and colorfully enjoyable. This section includes interviews with proteges who have had successful mentorships. The punchline: in the best mentorships, the parties harmoniously share personal beliefs and values. Also important, the protege draws inspiration and motivation from the mentor. The book winds down as usefully as it started: Mrs. Wickouski interviews proteges, asking them what they would have done differently with their mentors if they could turn back the clock. A common thread seems to be that the proteges would have gone deeper with their mentors -- they would have asked more questions, spent more time, delved into their mentors' thinking in greater depth. The book wraps up lightly by sharing useful and practical suggestions for maintenance of the mentor relationship. She answers questions such as, "Do I invite my mentor to my wedding?" and "Who pays for lunch?" Mentor X is an enjoyable read and a useful book for any professional in any industry at, frankly, any point in time. Advanced individuals will learn much from the other side, i.e., how to be more effective mentors. Mrs. Wickouski does a wonderful job of encouraging use of that all knowing aspect of human existence which never fails us: proper use of our intuition. About The Author Stephanie Wickouski is widely regarded as an innovator and strategic advisor. A nationally recognized lawyer, she has been named as one of the 12 Outstanding Restructuring Lawyers in the US by Turnarounds & Workouts and as one of US News' Best Lawyers in America. She is the author of two other books: Indenture Trustee Bankruptcy Powers & Duties, an essential guide to the legal role of the bond trustee, and Bankruptcy Crimes, an authoritative resource on bankruptcy fraud. She also writes the Corporate Restructuring blog. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***