/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231016.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 16, 2023, Vol. 27, No. 288 Headlines 111-121 E. CONGRESS: Gets OK to Hire CBRE as Real Estate Appraiser 1741 N WESTERN AVE: Taps Goldstein & McClintock as Legal Counsel 2128 FLATBUSH: Seeks to Hire Shafferman & Feldman as Legal Counsel 463 CLASSON: Files Amendment to Disclosure Statement 6 TO 9 DENTAL: Seeks to Hire Harney Partners as Financial Advisor 8TH AVENUE FOOD: $100MM Bank Debt Trades at 24% Discount ACASTI PHARMA: Registers 6.6 Million Shares for Possible Resale ALECTO HEALTHCARE: Seeks to Hire Stretto Inc as Balloting Agent ALECTO HEALTHCARE: Unsecureds to Recover 2.5% to 4% in Plan AMC ENTERTAINMENT: $2BB Bank Debt Trades at 17% Discount ARCHBISHOP OF BALTIMORE: Taps YVS Law as Local Counsel ASTRA ACQUISITION: $500MM Bank Debt Trades at 48% Discount ASTRO ONE: $155MM Bank Debt Trades at 47% Discount AT HOME GROUP: $600MM Bank Debt Trades at 60% Discount ATLAS PURCHASER: $250MM Bank Debt Trades at 50% Discount B3 ELECTRIC: Case Summary & 20 Largest Unsecured Creditors BADGER FINANCE: S&P Cuts ICR to 'CCC' on Near-Term Debt Maturities BCR PINEWOOD: Seeks to Hire Glenn Agre Bergman as Legal Counsel BENTOLI INC: Seeks to Hire BDF Law Group as Litigation Counsel BENTOLI INC: Seeks to Hire Harney Partners as Financial Advisor BENTOLI INC: Taps The Smeberg Law Firm as Bankruptcy Counsel BIFM CA: Moody's Affirms 'B3' CFR & Rates New First Lien Loan 'B3' BRACHA CAB: Seeks to Hire Schoeman Updike & Kaufman as New Counsel CAPTAIN YURI'S: Taps Van Horn Law Group as Bankruptcy Counsel CHARIOT PARENT: Fitch Affirms LongTerm IDR at 'B-', Outlook Stable CHIPLEY'S FAMILY: Taps Alpha Pritchard Restaurant as Appraiser CITY BREWING: $850MM Bank Debt Trades at 24% Discount CIVITAS RESOURCES: Fitch Rates New Unsecured Notes Due 2030 'BB' CNBG REAL ESTATE: Amends Bexar County Tax Assessor Claim Pay COMEBACK TRAIL: Seeks to Hire Lewis Brisbois as Legal Counsel CONTINENTAL AMERICAN: Gets OK to Hire Forvis LLP as Accountant CONTINENTAL AMERICAN: Gets OK to Hire Prelle Eron as Counsel CONTINENTAL AMERICAN: Gets OK to Hire Stinson LLP as Counsel COOKEVILLE PLATINUM: Seeks to Tap Lefkovitz & Lefkovitz as Counsel CORELOGIC INC: $750MM Bank Debt Trades at 19% Discount DESTIN PLATINUM: Seeks to Hire Lefkovitz & Lefkovitz as Counsel DIAMOND ELITE: Seeks to Hire Northgate Real Estate as Broker DIVERSIFIED HEALTHCARE: Galvanic Portfolios Reports 5.7% Stake DLOUX PROPERTIES: Property Sale Proceeds to Fund Plan DOLPHIN ENTERTAINMENT: Acquires Special Projects for $5 Million DRAIN SERVICES: Seeks to Tap The Dakota Bankruptcy Firm as Counsel EAST SERVICE: Seeks to Hire Leech Tishman as Bankruptcy Counsel EDC 2370: Seeks to Hire Jonathan Goodman as Bankruptcy Counsel EKSO BIONICS: Falls Short of Nasdaq Bid Price Requirement EMPIRE TODAY: $595MM Bank Debt Trades at 23% Discount EVENTIDE CREDIT: Committee Seeks to Tap Cole Schotz as Counsel EYECARE PARTNERS: $440MM Bank Debt Trades at 34% Discount EYECARE PARTNERS: $750MM Bank Debt Trades at 33% Discount FAST GLASS: Seeks to Hire Bell & Company as Accountant FINISH MAN: Claims to be Paid From Disposable Income FRANKLIN SQUARE: Moody's Affirms 'Ba1' CFR & Rates New Loans 'Ba1' FUTURE PRESENT: Hires Franzino & Scher as Litigation Counsel GARUDA HOTELS: Trustee Taps A&G Realty Partners as Broker GENESIS CARE: Comm. Taps Hall & Wilcox as Special Foreign Counsel GOOD HANDS: Unsecureds Will Get 15.69% of Claims over 3 Years GORDIAN MEDICAL: $280MM Bank Debt Trades at 36% Discount GUARDIAN BASEBALL: Hires Commonwealth Counsel as Special Counsel HARRIS ENERGY: Seeks to Hire Swanson Sweet as Bankruptcy Counsel HARVEST MIDSTREAM I: Fitch Affirms BB- LongTerm IDR, Outlook Stable HORIZON KIDZ: Hires Larson & Zirzow as Reorganization Counsel HUNTINGTON CAPITAL II: Fitch Affirms BB+ Rating on Preferred Notes IMEDIA BRANDS: Unsecureds to Recover Up to 2% of Claims in Plan IMPERVA INC: Fitch Puts 'B-' LongTerm IDR on Watch Positive IVCINYA COMPANY: Unsecureds Will Get 1.46% of Claims in 60 Months IXS HOLDINGS: $600MM Bank Debt Trades at 20% Discount JAX SERVICE: Unsecureds to Split $42,500 over 60 Months JENKAM BUILDERS: Seeks to Tap Joyce W. Lindauer as Legal Counsel JLM COUTURE: Seeks to Hire Cross & Simon as Bankruptcy Counsel KATANA ELECTRONICS: Disposable Income to Fund Plan KENT SEITZ: Updates Projections & Liquidation Analysis; Amends Plan KEYCORP CAPITAL III: Fitch Lowers Rating on Preferred Notes to BB LA CENTRAL PROPERTY: Trustee Taps LEA Accountancy as Accountant LARRET PROPERTIES: Seeks to Tap Breithaupt DuBos as Special Counsel LASSETER ENTERPRISES: Hires Lane Law Firm as Legal Counsel LD CONSTRUCTION: Hires Deschenes & Associates as Counsel LEBANON PLATINUM: Seeks to Hire Lefkovitz & Lefkovitz as Counsel LONE WOLF: Seeks Approval to Hire Tran Singh as Bankruptcy Counsel MARVEK DEVELOPMENT: Hires Rachel S. Blumenfeld as Legal Counsel MASSACHUSETTS DEVELOPMENT: Moody's Cuts Rating on 2018 Bonds to Ba2 METAL CHECK: Updates Unsecured Claims Pay Details MLN US HOLDCO: $1.12BB Bank Debt Trades at 73% Discount MONTROSE HOUSTON: Hires Baker & Associates as Counsel MURFREESBORO PLATINUM: Taps Lefkovitz & Lefkovitz as Legal Counsel MVK FARMCO: Case Summary & 30 Largest Unsecured Creditors NASHVILLE SENIOR CARE: Seeks to Hire Ordinary Course Professionals NEW CONSTELLIS: $200,000 Bank Debt Trades at 47% Discount NEWFOLD DIGITAL: S&P Affirms 'B' ICR, Outlook Stable NORMAN REALTY: Seeks to Hire Joseph A. Broderick as Accountant NORMAN REALTY: Seeks to Hire LaMonica Herbst as Legal Counsel NORTHWOODS PETS: Seeks to Hire Swanson Sweet as Bankruptcy Counsel NU STYLE LANDSCAPE: Hires Allen Vellone as Bankruptcy Counsel OLAPLEX INC: $675MM Bank Debt Trades at 16% Discount OR TECH FINANCING: $600MM Bank Debt Trades at 16% Discount ORGANIC NAILS: Seeks to Hire Skinner Law as Bankruptcy Counsel PHILADELPHIA SCHOOL: Fitch Assigns 'BB+' GO Rating on $300MM Bonds PHYSICIAN PARTNERS: S&P Alters Outlook to Neg., Affirms 'B+' ICR PITA FRANCHISING: Taps Paul Reece Marr as Bankruptcy Counsel PLATINUM BEAUTY: Gets OK to Hire Rountree as Bankruptcy Counsel PLATINUM GATEWAY II: Seeks to Tap Lefkovitz & Lefkovitz as Counsel PRECISION FORGING: Seeks to Hire Hilco Valuation Services PREMIER DENTAL S&P Downgrades ICR to 'CCC+' on Narrowing Liquidity PRETIUM PKG: $350MM Bank Debt Trades at 53% Discount RACOLE EXTENSIONS: Unsecureds Will Get 0% in Subchapter V Plan REALD INC: $260MM Bank Debt Trades at 35% Discount RED FOX CD: Moody's Gives B3 CFR & Rates New 1st Lien Term Loan B3 RIALTO BIOENERGY: Seeks to Tap RPA Asset Management Services as CRO ROBERT P. OBREGON DDS: Case Summary & 12 Unsecured Creditors SANDVINE CORP: $400MM Bank Debt Trades at 18% Discount SHO HOLDING I: $233MM Bank Debt Trades at 31% Discount SINCLAIR TELEVISION: $750MM Bank Debt Trades at 30% Discount SK SPEC 1: Case Summary & Seven Unsecured Creditors SOUND INPATIENT: $610MM Bank Debt Trades at 52% Discount SPECIALTY DENTAL: Seeks to Hire Prac Tran, LLC as Broker SPEED TRANS: Unsecureds Will Get 100% with Interest in Plan STEELCASE INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR STONY POINT: Seeks to Hire Kirby Aisner & Curley as Legal Counsel SUNLAND MEDICAL: Seeks to Hire McGuire Craddock as Special Counsel SUNLAND MEDICAL: Seeks to Hire SC&H Group as Investment Banker SUNLAND MEDICAL: Taps MeadowLark Advisors as Interim Manager TECHNICOLOR CREATIVE: $42MM Bank Debt Trades at 15% Discount TENNECO INC: $1.40BB Bank Debt Trades at 16% Discount TENNISWOOD INC: Unsecured Creditors to Split $160K in 60 Months THRASIO LLC: $325MM Bank Debt Trades at 30% Discount THRASIO LLC: $740MM Bank Debt Trades at 30% Discount TIDAL POWER: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable TNT INDUSTRIES: Seeks to Hire Red Rock Legal Services as Counsel TRINSEO PLC: BlackRock Reports 7.5% Equity Stake UNITED BRANDS: Hires Gordon Rees Scully Mansukhani as Counsel UNITED PF HOLDINGS: $525MM Bank Debt Trades at 18% Discount URBAN ONE: BofA Agree to Move Deadline for Financial Reports US RENAL: $1.25BB Bank Debt Trades at 37% Discount UST HOLDINGS: S&P Upgrades CCR to 'BB-' on Leverage Improvement VALLEY PROPERTY: Seeks to Hire Baddour & Associates as Broker VMV LLC: Seeks to Hire Lefkovitz & Lefkovitz as Bankruptcy Counsel WE 25 BACON: $33.8MM Bank Debt Trades at 19% Discount WHEEL PROS: $1.18BB Bank Debt Trades at 19% Discount WHEELS UP: CEO to Receive $625K in Annual Salary WINDSOR TERRACE: PCO Seeks to Hire RHM Law as Bankruptcy Counsel WIPE-OUT LOGISTICS: Taps Harlin Parker Attorneys at Law as Counsel WOOF HOLDINGS: $235MM Bank Debt Trades at 28% Discount WOOF HOLDINGS: $750MM Bank Debt Trades at 20% Discount WR GRACE: Fitch Lowers LongTerm IDR to 'B', Outlook Stable WW INTERNATIONAL: $945MM Bank Debt Trades at 22% Discount ZAYO GROUP: EUR750MM Bank Debt Trades at 21% Discount ZETTI'S MAPLE: Seeks Approval to Hire IRS Help as Accountant ZIP TOP: Hires Frank Lyon and Kimberly Nash as Bankruptcy Counsel [*] Distressed Investing Conference Tackles Litigation Finance [^] BOND PRICING: For the Week from October 9 to 13, 2023 ********* 111-121 E. CONGRESS: Gets OK to Hire CBRE as Real Estate Appraiser ------------------------------------------------------------------ 111-121 E. Congress, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ CBRE, Inc. as real estate appraiser. CBRE will provide appraisal services for the Debtor's real property located at 111-121 E. Congress Street, Tucson, Ariz. CBRE will charge an appraisal fee of $5,000. Byron Bridges, director at CBRE, 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: Byron Bridges, MAI CBRE, Inc. 3719 North Campbell Avenue Tucson, AZ 85719 Telephone: (520) 323-5163 Email: byron.bridges@cbre.com About 111-121 E Congress 111-121 E. Congress, LLC, owns real estate located at 111-121 E. Congress Street, Tucson, Ariz. It filed a voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 23-02230) on April 7, 2023, with up to $10 million in both assets and liabilities. The Debtor asserted it was eligible to file a subchapter V bankruptcy case. On May 9, 2023, the bankruptcy court held a hearing to determine whether the Debtor was single asset real estate as defined in 11 U.S.C. section 101(51B). The court determined that the Debtor is a single asset real estate, and unable to proceed under Subchapter V or as a small business debtor. Judge Scott H. Gan oversees the case. Jody A. Corrales, Esq., at DeConcini McDonald Yetwin & Lacy, P.C. and Shein Phanse Adkins, P.C. serve as the Debtor's bankruptcy counsel and special counsel, respectively. 1741 N WESTERN AVE: Taps Goldstein & McClintock as Legal Counsel ---------------------------------------------------------------- 1741 N. Western Ave Acquisitions, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Goldstein & McClintock, LLLP. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management and operation of its business; (b) attend meetings and negotiate with representatives of creditors and other parties involved in the Debtor's Chapter 11 case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare legal papers; (e) take any necessary action on behalf of the Debtor to obtain approval of a disclosure statement and confirmation of the Debtor's plan of reorganization; (f) represent the Debtor in connection with obtaining use of cash collateral and post-petition financing (to the extent necessary); (g) advise the Debtor in connection with any potential sale of assets; (h) appear before the bankruptcy court, any appellate courts, and the U.S. trustee; and (i) perform all other necessary legal services to the Debtor in connection with the Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Matthew E. McClintock, Partner $575 Jeffrey C. Dan, Partner $575 Ainsley G. Moloney, Partner $735 Senior Partners $365 - $865 Legal Assistants and Law Clerks $170 - $235 The firm has agreed to a capped blended rate of $550 per hour and will adjust its final fee request as needed to reflect the same. In addition, the firm will seek reimbursement for expenses incurred. Matthew McClintock, Esq., a partner at Goldstein & McClintock, 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: Matthew E. McClintock, Esq. Jeffrey C. Dan, Esq. Ainsley G. Moloney, Esq. Goldstein & McClintock, LLLP 111 W. Washington Street, Suite 1221 Chicago, IL 60602 Telephone: (312) 337-7700 Facsimile: (312) 277-2310 E-mail: mattm@goldmclaw.com jeffd@goldmclaw.com ainsleym@goldmclaw.com About 1741 N Western Ave Acquisitions 1741 N Western Ave Acquisitions LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). 1741 N Western Ave Acquisitions filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 23-12072) on Sept. 12, 2023, with $1 million to $10 million in both assets and liabilities. Michael L. Lerner, manager and member, signed the petition. Judge Timothy A Barnes oversees the case. Goldstein & McClintock, LLLP serves as the Debtor's legal counsel. 2128 FLATBUSH: Seeks to Hire Shafferman & Feldman as Legal Counsel ------------------------------------------------------------------ 2128 Flatbush Ave, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Shafferman & Feldman, LLP. 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 and the management of its property; (b) negotiate with creditors, prepare a Chapter 11 plan of reorganization, and take the necessary legal steps to consummate a plan; (c) appear before taxing authorities to work out a plan to pay taxes owing in installments; (d) prepare legal papers; (e) appear before the court; and (f) perform all other necessary legal services for the Debtor. The firm received a retainer from HSK Capital Group LLC, in the amount of $13,378, which is inclusive of the filing fee. Joel Shafferman, Esq., a member of Shafferman & Feldman and the primary attorney in this representation, will be paid at his hourly rate of $450. Mr. Shafferman 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: Joel M. Shafferman, Esq. Shafferman & Feldman, LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Telephone: (212) 509-1802 Email: shaffermanjoel@gmail.com About 2128 Flatbush Ave LLC 2128 Flatbush Ave, LLC filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-43371) on Sept. 20, 2023, with up to $10 million in assets and up to $100,000 in liabilities. Michael McMahon, managing member, signed the petition. Judge Elizabeth S. Stong oversees the case. Joel M. Shafferman, Esq., at Shafferman & Feldman, LLP serves as the Debtor's legal counsel. 463 CLASSON: Files Amendment to Disclosure Statement ---------------------------------------------------- 463 Classon Avenue Housing Development Fund Corporation submitted an Amended Disclosure Statement describing Amended Plan of Reorganization dated October 10, 2023. The Debtor's Plan provides for a sale of the Property to a developer in exchange for payment of all creditor claims in full plus agreed payments to each of the Debtor's shareholders. Integrated Concepts Housing Solutions ("ICHS") provides restructuring services to the Debtor and designated Ira Heppard as chief restructuring officer ("CRO"). The Debtor is managed by Ira Heppard, as CRO. Under the ICHS Services Agreement, the CRO is entitled to a fee equal to (a) 10% of the net proceeds from any judgment sale; (b) 10% of the building's fair market value upon mortgage financing, (c) 10% of the sale proceeds on a sale, or (d) 10% of the proceeds of sale of any individual apartment units. Mr. Heppard is entitled to no additional consideration for his CRO duties. Post confirmation management shall remain unchanged. Like in the prior iteration of the Plan, Class 3 General Unsecured Claims of approximately $141,000 held by Gabriel Sakaff shall be paid in full in Cash plus interest through the payment date. Class 4 consists of Interests Holders. Entitled to continued ownership of their Interests and cash payments in the amounts agreed to by and between the Purchaser and each shareholder. Effective Date obligations under the Plan will be satisfied from the proceeds of sale of the Property under the contract annexed to the Plan. The Purchaser shall deposit $800,000 in escrow with Backenroth Frankel & Krinsky, LLP no later than one week before the Confirmation Hearing for Plan payments. "Disputed Claim Reserve" shall mean funds to be held in reserve by the Debtor for Disputed Claims. Funds in the Disputed Claims Reserve will be kept at a banking institution that is an authorized depository institution in the Eastern District of New York. A full-text copy of the Amended Disclosure Statement dated October 10, 2023 is available at https://urlcurt.com/u?l=GNakPQ from PacerMonitor.com at no charge. Attorneys for the Debtor: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 488 Madison Avenue New York, NY 10022 Telephone: (212) 593-1100 Facsimile: (212) 644-0544 About 463 Classon Avenue HDFC 463 Classon Ave HDFC Block 1985/Lot 05, is a cooperative housing development fund corporation ("HFDC") that owns the real property at 463 Classon Avenue, Brooklyn, New York, (the "Property"). The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-41767_) on May 19, 2023, disclosing under $1 million in both assets and liabilities. The Debtor tapped Backenroth Frankel & Krinsky, LLP as legal counsel. 6 TO 9 DENTAL: Seeks to Hire Harney Partners as Financial Advisor ----------------------------------------------------------------- 6 to 9 Dental Texas, PLLC and 6 to 9 Dental, PLLC seek approval from the U.S. Bankruptcy Court for the Western District of Texas to hire HMP Advisory Holdings LLC dba Harney Partners as their financial advisors. The firm will render these services: a. assist the Debtors and their counsel with general matters related to a restructuring and Chapter 11 proceeding, including but not limited to case strategy development, data gathering, and financial assistance as needed; b. assist the Debtors to develop and maintain cash forecast and any budget-to-actual reporting as may be required; c. support of the development of a plan of reorganization, including financial projections, liquidation analysis, claims analysis and reconciliation, and other analysis as needed; and d. other serves as may be agreed upon between the Debtors and Harney Partners. Harney Partners' standard hourly rates are: President / EVP $600 to $700 / hour Managing Director $500 to $600 / hour Sr. Manager / Director $400 to $500 / hour Manager $350 to $450 / hour Sr. Consultant $275 to $400 / hour Support Staff $180 to $300 / hour Erik White, managing director with Harney Partners, assured the court that his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Erik White, CIRA HMP Advisory Holdings LLC dba Harney Partners Westech 360 8911 Capital of Texas Highway, Suite 2120 Austin, TX 78759 Telephone: (512) 592-7740 Facsimile: (734) 494-2160 Email: ewhite@harneypartners.com About 6 to 9 Dental Texas, PLLC 6 to 9 Dental Texas, PLLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51139-cag) on August 29, 2023. In the petition signed by Virginia Humphrey, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Jason Binford, Esq., at Ross, Smith & Binford, PC, represents the Debtor as legal counsel. 8TH AVENUE FOOD: $100MM Bank Debt Trades at 24% Discount -------------------------------------------------------- Participations in a syndicated loan under which 8th Avenue Food & Provisions Inc is a borrower were trading in the secondary market around 76.4 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $100 million facility is a Term loan that is scheduled to mature on October 1, 2026. The amount is fully drawn and outstanding. 8th Avenue Food & Provisions, Inc. provides food catering services. The Company supplies organic and conventional peanut and other nut butters, baking nuts, raisins, other dried fruit, and trail mixes to leading grocery retailers, top food service distributors, and industrial bakeries. ACASTI PHARMA: Registers 6.6 Million Shares for Possible Resale --------------------------------------------------------------- Acasti Pharma Inc. has filed a preliminary prospectus on Form S-3 with the Securities and Exchange Commission relating to the possible offer and resale by ADAR1 Partners, LP, Joseph F. Lawler, SS Pharma LLC, and Shore Pharma LLC, as selling shareholders, from time to time, of up to 6,594,615 of the Company's common shares, no par value per share, which are comprised of: (i) 1,951,371 common shares; (ii) 2,106,853 common shares issuable upon the exercise of pre-funded warrants; and (iii) 2,536,391 common shares issuable upon the exercise of common warrants, each issued in a private placement that closed on Sept. 25, 2023, pursuant to that certain Securities Purchase Agreement by and between the Company and the Selling Shareholders, dated as of Sept. 24, 2023. The Shares and the Warrants were issued to the Selling Shareholders in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The Company is registering the offer and resale of the Shares and Warrant Shares to satisfy the provisions of the Securities Purchase Agreement pursuant to which the Company agreed to register the resale of the Shares and the Warrant Shares. The Company is not selling any of its common shares under this prospectus and will not receive any of the proceeds from the sale of the Shares and Warrant Shares by the Selling Shareholders. The Company will, however, receive the net proceeds of any Warrants exercised for cash. The Selling Shareholders may sell or otherwise dispose of the Company's common shares covered by this prospectus in a number of different ways and at varying prices. The Company's common shares are traded on The Nasdaq Capital Market under the symbol "ACST." On Oct. 5, 2023, the last reported sale price of the Company's common shares on The Nasdaq Capital Market was $2.58 per share. A full-text copy of the prospectus is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1444192/000095017023052416/acst-20231006.htm About Acasti Pharma Acasti Pharma Inc. -- http://www.acastipharma.com-- is a late-stage specialty pharma company with drug delivery capability and technologies addressing rare and orphan diseases. Acasti's novel drug delivery technologies have the potential to improve the performance of currently marketed drugs by achieving faster onset of action, enhanced efficacy, reduced side effects, and more convenient drug delivery -- all which could help to increase treatment compliance and improve patient outcomes. Acasti Pharma reported a net loss and comprehensive loss of $42.43 million for the year ended March 31, 2023, a net loss and comprehensive loss of $9.82 million for the year ended March 31, 2022, a net loss and comprehensive loss of $19.68 million for the year ended March 31, 2021, and a net loss and comprehensive loss of $25.51 million for the year ended March 31, 2020. As of March 31, 2023, the Company had $79.12 million in total assets, $11.17 million in total liabilities, and $67.95 million in total shareholders' equity. ALECTO HEALTHCARE: Seeks to Hire Stretto Inc as Balloting Agent --------------------------------------------------------------- Alecto Healthcare Services, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Stretto, Inc. as its balloting agent. The firm will render these services: (a) assist with, among other things, solicitation, balloting, and tabulation of votes; prepare any related reports, as required in support of confirmation of a chapter 11 plan; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) provide a confidential data room; and (d) provide such other solicitation, balloting and other administrative services described in the Engagement Agreement, as may be requested from time to time by the Debtor, the Bankruptcy Court or the Office of the Clerk of the Bankruptcy Court. The firm will charge these hourly rates: Analyst Waived Consultant (Associate/Senior Associate) $70 - $200 Director/ Managing Director $210 - $250 Executive Management Waived Solicitation Associate $230 Director of Securities & Solicitations $250 The firm has not received any retainer. Sheryl Betance, a partner at Stretto, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Tel: (714) 716-1872 Email: sheryl.betance@stretto.com About Alecto Healthcare Services Alecto Healthcare Services, LLC, is a provider of healthcare infrastructure services based in Glendale Calif. Alecto Healthcare Services filed Chapter 11 petition (Bankr. D. Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been appointed as Subchapter V trustee. Judge Kate Stickles oversees the case. Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris James, LLP are the Debtor's bankruptcy attorneys. ALECTO HEALTHCARE: Unsecureds to Recover 2.5% to 4% in Plan ----------------------------------------------------------- Alecto Healthcare Services LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Small Business Plan of Reorganization dated October 9, 2023. The Debtor was formed in 2012 to serve as a holding company for healthcare-related entities. Historically, the Debtor formed various subsidiaries for the purposes of (a) acquiring distressed acute care hospitals; (b) operating acute care hospitals; (c) providing management services to acute care hospitals that are not owned by the Debtor or its subsidiaries; and (d) owning and operating businesses affiliated with acute care hospitals operated by the Debtor's subsidiaries. The Plan is a reorganization Plan. The Plan will be funded with available Cash on hand on the Effective Date and the Debtor's projected disposable income generated by the ongoing operations of the Debtor. For a period of 3 years, the Debtor will contribute (i) its entire projected disposable income, in an aggregate amount of no less than $635,549, (ii) any residual value received by the Debtor on account of the Debtor's direct and indirect subsidiaries including the claim filed in the bankruptcy case of Sherman/Grayson Hospital, LLC, and (iii) the proceeds of any Cause of Action, including any settlement proceeds received on account of such claims. Such amounts will be used to fund Distributions provided under the Plan on an annual basis. The proposed treatment of Allowed Claims and Equity Interests under the Plan: * Allowed Administrative Claims will be paid on a monthly pro rata basis, until such claims are paid in full or, alternatively, upon such other terms as may be agreed upon by the holder of the Claim and the Debtor. * Allowed Priority Tax Claims, if any, will be paid in full on the Effective Date. It is anticipated that that there will be no Priority Tax Claims owed. * Allowed Priority Non-Tax Claims, if any, will be paid in full on the Effective Date. It is anticipated that that there will be no Priority Non-Tax Claims owed. * Allowed Secured Claims, if any, will be paid in accordance with the existing loan documents or other agreements with the Debtor that existed prior to the Petition Date which govern the payment of Debtor's obligations to the holder of the Allowed Secured Claim. Each holder of an Allowed Secured Claim shall retain its lien on its collateral in the same validity and priority as it held prior to the Petition Date until the Allowed Secured Claim amount has been paid. Alternatively, the Allowed Secured Claim amount shall be paid in full through a sale of the collateral or other means, without penalty or premium. * Allowed General Unsecured Claims will be paid the Debtor's projected disposable income on a pro rata basis, after payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, if any, Allowed Priority Non-Tax Claims, if any, and Allowed Secured Claims. Pro rata Distributions will be made to Holders of Allowed General Unsecured Claims on an annual basis with the first Distribution to be made twelve months after the Effective Date. * Upon entry of the Confirmation Order, all existing Equity Interests in the Debtor shall be retained. Class 3 consists of General Unsecured Claims. After payment in full of all Allowed Administrative Claims, all Allowed Priority Claims in full, and Allowed Secured Claims (if any), Allowed General Unsecured Claims will be paid the Debtor's projected disposable income on a pro rata basis. Pro rata Distributions will be made to Holders of Allowed General Unsecured Claims on an annual basis with the first Distribution to be made twelve months after the Effective Date. This Class is impaired. The amount of claim in this Class total $11,000,000. This Class will receive a distribution of 2.5% to 4% of their allowed claims. Equity Interest Holders in Class 4 will retain their equity ownership interest in the Debtor. The Plan will be funded by: (1) the Debtor's projected disposable income ($848,049) generated by the Debtor's post-confirmation operations, and (2) $25,000 provided by certain of the Released Parties. The Debtor expects to have approximately $170,000 in combined cash on hand and accounts receivable on the Effective Date, however the cash and accounts receivable will not be available for distribution to creditors under the Chapter 11 Plan as these amounts are necessary for payment of incurred and ongoing expenses (and which would otherwise be administrative expenses) and are already included in the calculus of disposable income in Year 1. A full-text copy of the Plan of Reorganization dated October 9, 2023 is available at https://urlcurt.com/u?l=lu8j3D from PacerMonitor.com at no charge. Counsel to the Debtor: Brya M. Keilson, Esq. Jeffrey R. Waxman, Esq. Morris James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: (302) 888-6800 Fax: (302) 571-1750 E-mail: jwaxman@morrisjames.com E-mail: bkeilson@morrisjames.com About Alecto Healthcare Services Alecto Healthcare Services, LLC is a provider of healthcare infrastructure services based in Glendale Calif. Alecto Healthcare Services filed a Chapter 11 petition (Bankr. D. Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been appointed as Subchapter V trustee. Judge J. Kate Stickles oversees the case. Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris James, LLP are the Debtor's bankruptcy attorneys. AMC ENTERTAINMENT: $2BB Bank Debt Trades at 17% Discount -------------------------------------------------------- Participations in a syndicated loan under which AMC Entertainment Holdings Inc is a borrower were trading in the secondary market around 83.4 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on April 22, 2026. About $1.91 billion of the loan is withdrawn and outstanding. AMC Entertainment Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides theatrical exhibition, movie screening, food distribution, online ticket booking, and other related services. ARCHBISHOP OF BALTIMORE: Taps YVS Law as Local Counsel ------------------------------------------------------ The Roman Catholic Archbishop of Baltimore seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ YVS Law, LLC as local and conflicts counsel. The firm will render these services: (a) facilitate the local legal needs of the Debtor and its counsel; (b) advise the Debtor of its rights, powers and duties; (c) advise the Debtor concerning, and assist in the negotiation and documentation of, financing agreements, debt restructurings, cash collateral arrangements and related transactions, if any; (d) represent the Debtor in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under Sec. 362(a) of the Code; (e) represent the Debtor in any proceedings instituted with respect to the Debtor's sale of assets; (f) review the nature and validity of liens asserted against the property of the Debtor and advise concerning the enforceability of such liens, if any; (g) advise the Debtor concerning the actions that it might take to collect and to recover property for the benefit of the Debtor's estate; (h) prepare all necessary legal documents; (i) advise the Debtor concerning, and prepare responses to, legal papers that may be filed and served in this Chapter 11 case; (j) counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization or liquidation and related documents; (k) represent the Debtor as conflicts counsel in connection with any claims by PNC Bank, National Association only if Holland & Knight LLP, its lead bankruptcy counsel, is unable to represent due to a conflict; and (l) perform all other legal services it is qualified to handle for and on behalf of the Debtor that may be necessary or desirable in this Chapter 11 case. Prior to filing this Chapter 11 case, YVS Law received a retainer payment of $20,000 from Debtor. The hourly rates of the firm's counsel and staff are as follows: Members $515 - $575 Counsel/Senior Counsel $425 - $570 Associates $300 - $375 Paralegals $195 - $260 Law Clerks $150 - $170 In addition, the firm will seek reimbursement for expenses incurred. Catherine Keller Hopkin, Esq., a member at YVS Law, 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: Catherine Keller Hopkin, Esq. YVS Law, LLC 185 Admiral Cochrane Drive, Suite 130 Annapolis, MD 21401 Telephone: (443) 569-0788 Email: chopkin@yvslaw.com About Roman Catholic Archbishop of Baltimore Roman Catholic Archbishop of Baltimore is a non-profit religious institution that maintains its principal place of business at 320 Cathedral Street, Baltimore, Maryland 21201. Consistent with Canon Law and Maryland law, the RCAB holds property, including real property, as a corporation sole for the purposes of erecting churches, parsonages, burial grounds, or schools according to the discipline and government of the Roman Catholic Church, with all such property to be used only for such purposes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-16969) on September 29, 2023. In the petition signed by William E. Lori, archbishop, the Debtor disclosed up to $500 million in assets and up to $1 billion in liabilities. YVS Law, LLC and Holland & Knight LLP represent the Debtor as legal counsel. Keegan Linscott & Associates, PC is the financial and restructuring advisor and Epiq Corporate Restructuring LLC is the claims, noticing, and balloting agent. ASTRA ACQUISITION: $500MM Bank Debt Trades at 48% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Astra Acquisition Corp is a borrower were trading in the secondary market around 52.5 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $500 million facility is a Term loan that is scheduled to mature on October 25, 2029. The amount is fully drawn and outstanding. Astra Acquisition Corp. is a provider of cloud-based software solutions for higher educational institutions. ASTRO ONE: $155MM Bank Debt Trades at 47% Discount -------------------------------------------------- Participations in a syndicated loan under which Astro One Acquisition Corp is a borrower were trading in the secondary market around 52.6 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $155 million facility is a Term loan that is scheduled to mature on October 25, 2029. The amount is fully drawn and outstanding. Founded in 2021 and based in the US, Astro One Acquisition Corporation is a merged entity of Petmate and Brody. Both companies engage in the production and distribution of pet products such as cat waste management products, toys, kennels, shelters, chews, and feeding and watering products. AT HOME GROUP: $600MM Bank Debt Trades at 60% Discount ------------------------------------------------------ Participations in a syndicated loan under which At Home Group Inc is a borrower were trading in the secondary market around 40.5 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $600 million facility is a Term loan that is scheduled to mature on July 23, 2028. The amount is fully drawn and outstanding. At Home Group Inc. owns and operates home decor stores. The Company offers furniture, home furnishings, wall decor and decorative accents, rugs, and housewares. ATLAS PURCHASER: $250MM Bank Debt Trades at 50% Discount -------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 50 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on May 18, 2029. The amount is fully drawn and outstanding. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solutions. B3 ELECTRIC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: B3 Electric LLC 307 Devasher Road Russellville, KY 42276 Business Description: B3 Electric is a commercial and industrial electrical contractor. Chapter 11 Petition Date: October 12, 2023 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 23-10766 Debtor's Counsel: Robert C. Chaudoin, Esq. HARLIN PARKER 519 E. 10th Street P.O. Box 390 Bowling Green, KY 42102-0390 Tel: 270-842-5611 Fax: 270-842-2607 Email: chaudoin@harlinparker.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Baker as member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BT6HQGI/B3_Electric_LLC__kywbke-23-10766__0001.0.pdf?mcid=tGE4TAMA BADGER FINANCE: S&P Cuts ICR to 'CCC' on Near-Term Debt Maturities ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based Badger Finance LLC to 'CCC' from 'CCC+'. Concurrently, S&P lowered its issue-level rating on the company's $295 million term loan B to 'CCC' from 'CCC+'. The recovery rating remains '3'. The outlook is developing, reflecting the possibility that S&P could affirm, raise, or lower the rating in the next few quarters depending on how the company addresses its upcoming 2024 debt maturities. Badger's term loan is current, increasing the risk of a default within the next 12 months. The company's term loan becomes due in the next 12 months. Badger's $295 million term loan B (approximately $280 million is currently outstanding) matures on Sept. 22, 2024, and has become current. If the term loan maturity has not been extended, refinanced, or repaid with an effective maturity on or after Dec. 28, 2027, its $55 million asset-based lending (ABL) credit facility's maturity springs forward to June 28, 2024, from Sept. 28, 2027. S&P said, "The springing maturity feature of the ABL makes the facility current in our view, so we no longer consider it as a source of liquidity in our analysis. We now view the company's liquidity as weak because it has not addressed its 2024 debt maturities. Badger has minimal cash on hand and its cash flow generation is modest. While we believe the company can service its interest and amortization expense with operating cash flow, it does not have sufficient funds to repay its credit facilities, absent a refinancing, which leaves it dependent on receptive credit markets." The company's profitability and free operating cash flow (FOCF) improved in 2023, but leverage remains elevated. Badger's net sales increased 11.5% in the first half of fiscal 2023, compared with the same period the previous year. Badger began ramping up production related to new customer contracts and existing customer growth with large national retailers in the first and second quarters of 2023. The company's performance also reflects the previous year's price increases. Badger implemented price increases last year to offset rising costs for labor, coffee, freight, packaging, and other materials. Higher volumes, price realization, improved supply chains, a stable workforce, and cost reductions resulted in S&P Global Ratings-adjusted EBITDA margin expansion to about 17% during the first half of 2023, compared with 12% for the same period the previous year. The company's working capital use has also meaningfully decreased due to better inventory management, improved supply chains, and decreasing commodity inflation. As a result, Badger's FOCF improved to about $15 million for the six months ended June 30, 2023, compared with free operating case use of about $11 million for the same period the previous year. S&P said, "Nonetheless, Badger's S&P Global Ratings-adjusted leverage remains elevated at over 10x for the 12 months ended June 30, 2023 (excluding our treatment of preferred shares as debt). Its leverage is over 20x, including our treatment of preferred shares as debt. We expect the recent ramp up of production to drive low-double-digit percent sales growth in the remainder of 2023. We expect the company to deleverage to about 7x in fiscal 2023 (excluding preferred stock as debt) due to sales growth and sustained profitability improvements. "The developing outlook reflects the possibility that we could affirm, raise, or lower the rating within the next few quarters, depending on how the company addresses its upcoming 2024 debt maturities." S&P could lower its ratings if the company: -- Did not address its 2024 maturities over the next few quarters. -- Were unable to refinance its credit facilities on manageable terms. -- Were unable to meet its principal or interest payments. S&P could raise its ratings if: -- Badger met its budget for fiscal 2023, facilitating a refinancing of its credit facilities on manageable terms; or -- S&P believed a distressed exchange or restructuring were unlikely. BCR PINEWOOD: Seeks to Hire Glenn Agre Bergman as Legal Counsel --------------------------------------------------------------- BCR Pinewood Realty LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Glenn Agre Bergman & Fuentes LLP as its counsel. The Debtor requires legal counsel to: a. advise the Debtor in connection with its rights, powers and duties as debtor-in-possession in the continued management and operation of its business and property; b. take necessary action to protect and preserve the Debtor’s estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor and representing the Debtor's interests in negotiations concerning litigation in which the Debtor is involved, including, but not limited to, objections to claims filed against the estate; c. attend meetings and negotiate with representatives of creditors and other parties-in-interest; d. prepare, on behalf of the Debtor, all necessary motions, applications, answers, orders, reports, and papers in support of positions taken by the Debtor and necessary to the administration of the estate; e. negotiate and prepare, on behalf of the Debtor, a plan of reorganization and all related documents; f. advise the Debtor in connection with any sale of assets; g. appear before this Court and any appellate courts in connection with the Chapter 11 Case; and h. perform other necessary legal services and provide other necessary legal advice to the Debtor in connection with the Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Partners $1,000 - $1,475 Of Counsel $800 - $925 Associates $600 - $1,075 Senior Analysts $375 Litigation Managers $375 Paralegals $250 - $325 The firm received from the Debtor a retainer of $40,000. Andrew Glenn, Esq., a partner at Glenn Agre Bergman & Fuentes, 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: Andrew K. Glenn, Esq. GLENN AGRE BERGMAN & FUENTES, LLP 55 Hudson Yards, 20th Floor New York, NY 10001 Telephone: (212) 358-5600 Email: aglenn@glennagre.com About BCR Pinewood Realty LLC BCR Pinewood Realty is a real estate lessor in New Jersey. BCR Pinewood Realty LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22655) on Sep. 7, 2023. The petition was signed by Benjamin Ringel as co-managing member of the Debtor. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Andrew K. Glenn, Esq. at GLENN AGRE BERGMAN & FUENTES LLP represents the Debtor as counsel. BENTOLI INC: Seeks to Hire BDF Law Group as Litigation Counsel -------------------------------------------------------------- Bentoli, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ BDF Law Group as special litigation counsel. The Debtor needs a special counsel to prosecute adversary proceedings against two of its former officers. Brian Engel, Esq., the primary attorney in this representation, will be paid at his hourly rate of $400. In addition, the firm will seek reimbursement for expenses incurred. Mr. Engel 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: Brian Engel BDF Law Group 4004 Belt Line Road, Suite 100 Addison, TX 75001 Tel: (972) 536-7981 About Bentoli Inc. Bentoli, Inc. is a privately owned company in Coupland, Texas, specializing in the development, manufacture, and distribution of additives for aquaculture and livestock feeds. The Debtor filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-10827) on Oct. 1, 2023, with $723,653 in assets and $2,310,122 in liabilities. John Robinson, chief executive officer, signed the petition. Judge Shad Robinson oversees the case. Ronald Smeberg, Esq., at The Smeberg Law Firm and Berger Singerman, LLP represent the Debtor as bankruptcy counsel; BDF Law Group as special litigation counsel; and HMP Advisory Holdings, LLC, doing business as Harney Partners, as financial advisor. BENTOLI INC: Seeks to Hire Harney Partners as Financial Advisor --------------------------------------------------------------- Bentoli, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ HMP Advisory Holdings LLC, doing business as Harney Partners. The Debtor requires a financial advisor to: (a) assist the Debtor and its counsel with general matters related to the Debtor's Chapter 11 proceeding; (b) assist the Debtor with bankruptcy required reporting; (c) assist the Debtor and counsel, as requested, to complete the initial interview questionnaire and related information, complete and file the required schedules of assets and liabilities and statement of financial affairs, and prepare for Sec. 341 meeting of creditors; (d) assist the Debtor and its counsel to obtain court approval for the use of cash collateral and debtor-in-possession financing, if needed; (e) assist the Debtor to develop and maintain 13-week cash forecasts and any budget-to-actual reporting or other reporting as may be required; (f) support the development of a plan of reorganization; and (g) perform other services as may be agreed upon between Harney Partners and the Debtor. Prior to the petition date, Harney Partners received an advance payment retainer totaling $10,000 from the Debtor. The hourly rates of the firm's professionals are as follows: President/EVP $600 - $700 Managing Director $500 - $600 Sr. Manager/Director $400 - $500 Manager $350 - $450 Sr. Consultant $275 - $400 Support Staff $180 - $300 Erik White, Managing Director $500 In addition, the firm will seek reimbursement for expenses incurred. Mr. White 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: Erik White Harney Partners Westech 360 899 Capital of Texas Highway, Suite 2120 Austin, TX 78759 Tel: (512) 592-7740 Email: ewhite@harneypartners.com About Bentoli Inc. Bentoli, Inc. is a privately owned company in Coupland, Texas, specializing in the development, manufacture, and distribution of additives for aquaculture and livestock feeds. The Debtor filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-10827) on Oct. 1, 2023, with $723,653 in assets and $2,310,122 in liabilities. John Robinson, chief executive officer, signed the petition. Judge Shad Robinson oversees the case. Ronald Smeberg, Esq., at The Smeberg Law Firm and Berger Singerman, LLP represent the Debtor as bankruptcy counsel; BDF Law Group as special litigation counsel; and HMP Advisory Holdings, LLC, doing business as Harney Partners, as financial advisor. BENTOLI INC: Taps The Smeberg Law Firm as Bankruptcy Counsel ------------------------------------------------------------ Bentoli, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ The Smeberg Law Firm, PLLC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Ronald J. Smeberg and Other Attorneys $400 Associate Attorneys $275 Legal Assistants/Paralegals $140 Accounting Professionals $250 In addition, the firm will seek reimbursement for expenses incurred. Mr. Smeberg 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: Ronald J. Smeberg, Esq. The Smeberg Law Firm, PLLC 4 Imperial Oaks San Antonio, TX 78248 Telephone: (210) 695-6684 Facsimile: (210) 598-7357 Email: ron@smeberg.com About Bentoli Inc. Bentoli, Inc. is a privately owned company in Coupland, Texas, specializing in the development, manufacture, and distribution of additives for aquaculture and livestock feeds. The Debtor filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-10827) on Oct. 1, 2023, with $723,653 in assets and $2,310,122 in liabilities. John Robinson, chief executive officer, signed the petition. Judge Shad Robinson oversees the case. Ronald Smeberg, Esq., at The Smeberg Law Firm and Berger Singerman, LLP represent the Debtor as bankruptcy counsel; BDF Law Group as special litigation counsel; and HMP Advisory Holdings, LLC, doing business as Harney Partners, as financial advisor. BIFM CA: Moody's Affirms 'B3' CFR & Rates New First Lien Loan 'B3' ------------------------------------------------------------------ Moody's Investors Service affirmed BIFM CA Buyer Inc.'s (BGIS) B3 corporate family rating and B3-PD probability of default rating, assigned a B3 rating to the new senior secured first lien term loan and downgraded the rating on its existing senior secured bank credit facilities to B3 from B2. Moody's maintained the stable outlook. The company intends to use the net proceeds from the proposed senior secured first lien term loan to repay the C$971 million outstanding principal on its existing first lien term loan and C$195 million outstanding principal on its second lien term loan, with the remaining amount funding a tuck-in acquisition. The proposed transaction extends the maturity of the company's first lien term loan by two years to 2028 from 2026, and reduces interest expense. The rating downgrade on the existing senior secured bank credit facilities reflects the removal of the loss absorption cushion provided by the 2nd lien term loan after its repayment. "Despite the marginally leveraging transaction, Moody's expect BGIS's strong operational performance and EBITDA growth will support deleveraging towards 6x", said Mikhil Mahore, Moody's analyst. RATINGS RATIONALE BIFM CA Buyer Inc.'s CFR benefits from: (1) good market position in the integrated facilities management business in Canada and Australia; (2) steady organic EBITDA growth supported by the trend towards outsourcing facility management with ample runway for inorganic growth under the company's active M&A strategy; and (3) strong customer retention track record, including blue chip and government clients with multiyear contracts underpinning good revenue visibility. However, the rating is constrained by: (1) interest coverage (EBITDA/interest) below 2x in 2023 and 2024 and debt to EBITDA remaining around 6x; (2) small scale compared to large international competitors; (3) geographic and customer concentration, with Canada and Australia accounting for nearly 87% of EBITDA in 2022 and one-third of gross margin tied to two government entities; and (4) aggressive financial policies including debt-funded dividends that has kept financial leverage above 6x. BGIS has good liquidity. The sources of liquidity total around C$270 million, consisting of cash on hand of about C$130 million (at Q2 2023, pro forma for the transaction), full availability (before deducting about C$25 million letters of credit) under the company's US$90 million revolving credit facility (reduces to US$77.75 million in June 2024) expiring December 2027 and Moody's expectation of about C$60 million free cash flow through Q3 2024. Customer prepayments could result in fluctuations in working capital, thereby impacting the company's free cash flow and liquidity. Uses of cash are limited to about C$12 million in mandatory debt amortizations. The revolving credit facility is subject to a springing net leverage covenant which Moody's expects the company would remain in compliance with if sprung. The company has limited ability to generate liquidity from asset sales. BGIS's senior secured revolving credit facility expiring December 2027 and senior secured first lien term loan due in May 2028 are rated B3, the same as BGIS's CFR because it makes up the bulk of the debt. The rated debt at BGIS is supported by secured upstream guarantees from BGIS's Canadian and US operating subsidiaries (restricted subsidiaries) but no other BGIS operations (restricted non-guarantee subsidiaries, including BGIS Australia). Despite this, BGIS's parent owns those businesses and provides a guarantee to the rated debt that is secured by the stock of subsidiaries. The stable outlook reflects Moody's expectation that EBITDA expansion will support modest deleveraging while the company maintains good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company demonstrates a conservative financial policy track record and maintains a strong liquidity profile, while sustaining Debt/EBITDA below 6x and EBITDA/Interest above 2x. The ratings could be downgraded if the company sustains Debt/EBITDA above 8x, EBITDA/Interest is below 1x or if liquidity becomes weak. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. BGIS is a global provider of integrated facilities management (IFM) services headquartered in Markham, Ontario. BGIS provides facility management, project delivery, energy & sustainability services, asset management, workplace advisory and real estate services to public and private enterprises in North America, the UK and the Asia-Pacific region. BRACHA CAB: Seeks to Hire Schoeman Updike & Kaufman as New Counsel ------------------------------------------------------------------ Bracha Cab Corp. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Schoeman Updike & Kaufman, LLP to handle their Chapter 11 cases. The hourly rates of the firm's counsel and staff are as follows: Of Counsel $700 Partners $695 Associates $315 The firm received a retainer of $40,000. Beth Kaufman, Esq., a partner at Schoeman Updike & Kaufman, 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: Beth L. Kaufman, Esq. Schoeman Updike & Kaufman, LLP 551 Fifth Avenue New York, NY 10176 Telephone: (212) 661-5030 Email: bkaufman@schoeman.com About Bracha Cab Based in Brooklyn, New York, Bracha Cab Corp. and its affiliates are privately held companies in the taxi and limousine services industry. Bracha Cab and its affiliates filed Chapter 11 petitions (Bankr. E.D.N.Y. Lead Case No. 17-46613) on Dec. 8, 2017. Esma Elberg, president and 100% owner, signed the petitions. At the time of the filing, each debtor reported up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Nancy Hershey Lord presides over the cases. Beth L. Kaufman, Esq., at Schoeman Updike & Kaufman, LLP serves as the Debtors' legal counsel. CAPTAIN YURI'S: Taps Van Horn Law Group as Bankruptcy Counsel ------------------------------------------------------------- Captain Yuri's Charters, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, PA as bankruptcy counsel. 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 necessary 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. Prior to filing its case, the Debtor paid the firm a retainer in the amount of $7,500 plus $1,738 for the filing fee cost. The hourly rates of the firm's attorneys and staff range from $150 to $450. Chad Van Horn, Esq., a partner at Van Horn 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: Chad Van Horn, Esq. Van Horn Law Group PA 500 NE 4th St., Ste. 200 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Email: chad@cvhlawgroup.com About Captain Yuri's Charters Captain Yuri's Charters, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-17488) on Sept. 19, 2023. Yuri Vakselis, president, signed the petition. Judge Robert A. Mark oversees the case. Chad Van Horn, Esq., at Van Horn Law Group PA serves as the Debtor's counsel. CHARIOT PARENT: Fitch Affirms LongTerm IDR at 'B-', Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed the ratings of Chariot Parent LLC and Chariot Buyer LLC (dba Chamberlain Group), including the Long-Term Issuer Default Ratings (IDR) at 'B-'. Fitch has also affirmed the 'B'/'RR3' rating of the company's first lien secured revolver and term loan and the 'CCC'/'RR6' rating of its second lien term loan. The Rating Outlook is Stable. Chamberlain Group's 'B-' IDR and Stable Outlook reflect its high, although improving, leverage, which is counterbalanced by its strong profitability and modest FCF margins, its solid competitive position, and diversified end-markets. Chamberlain's extended maturity schedule, adequate liquidity and manufacturing concentration risk are also factored into the ratings and Outlook. KEY RATING DRIVERS High Leverage Levels: Fitch expects EBITDA leverage to situate between 6.5x-7.0x during the next few years compared with 7.5x at the end of 2022. Top line growth combined with EBITDA margin expansion contributes to Fitch's expectation of modestly lower leverage in the coming years. Fitch's rating case forecast does not assume debt repayment beyond the required term loan (TL) amortization, so further debt reduction and/or margin improvement exceeding Fitch's expectations may result in lower leverage and positive rating momentum. Improving Margins: Fitch expects EBITDA margins to expand to around 21%-21.5% in 2023 from 20.3% in 2022 as input cost inflation moderates, offset in part by higher labor costs. Chamberlain implemented pricing increases in 2022 to offset cost inflation, which should further benefit margins during 2023 as these increases are fully realized. Fitch expects EBITDA margins will stay around 21%-22% in 2023 and 2024 as the company realizes synergies from Blackstone ownership. Modest Cash Flow Generation: Fitch expects Chamberlain will generate FCF margin of 1.5%-2.5% in 2023 and 2024 due to higher profitability and lesser working capital investment, offset in part by dividend payments to its sponsor. Chamberlain made a $130 million dividend payment to its shareholders during 1Q23 and Fitch's rating case forecast assumes continued annual dividend payments. The company generated 2.2% FCF margin in 2022 as higher working capital requirements lowered cash flow from operations. Solid Overall Competitive Position: Chamberlain has well-recognized brand names with leadership positions in the residential and commercial garage door opener markets. The company also has a well-diversified distribution network comprised of dealers and installers, distributors, OEMs and large retailers, including The Home Depot and Lowe's. Fitch believes these attributes provide Chamberlain with a solid position in the value chain and help drive stable to growing margins. Exposure to Repair Segment Limits Cyclicality: Fitch views Chamberlain's well diversified end-market exposure positively as the residential and commercial construction markets typically have differing cycles and the retrofit market is less cyclical than the new construction market. This should allow the company to generate more stable revenues and cash flow through the cycle. Management estimates that about half of revenues are directed to the residential market, 40% to the commercial market, and the remainder to the automotive market and to international operations. Within its residential segment, about 76% is directed to the retrofit market, which includes a high proportion of non-discretionary break-fix activity. Manufacturing and Distribution Footprint: A vast majority of Chamberlain's products are manufactured at its facility in Nogales, Mexico and finished goods are shipped from this location to seven distribution centers across North America. The strategic manufacturing footprint allows the company to produce high-quality products at competitive costs. However, it also exposes Chamberlain to significant risks should disruptions occur at this facility. Such was the case during the early part of the pandemic when the company had a 6-week shutdown at its production facility in Nogales. Additionally, the company's sales were temporarily disrupted during 2Q22 due to an order by the International Trade Commission (ITC) requiring the company to cease from importing, selling and distributing certain of its products that the ITC found infringed on certain patents maintained by a competitor. The company has since resolved issues related to the ITC dispute and the ITC orders have been vacated. Fitch expects management will evaluate alternatives to hedge against the manufacturing concentration risk. Blackstone Ownership: Fitch expects the sponsor will maintain a relatively high leverage tolerance as evidenced by the high leverage multiple for the company's acquisition by Blackstone. Fitch expects the company will lower leverage through EBITDA growth, but will likely remain in the 6x-7x range during the rating horizon. Fitch expects continued dividend payment to the sponsor, which will limit FCF generation that can be used for debt reduction beyond the required amortizations. Realization of margin improvement in the next few years, combined with a commitment from the sponsor to reduce debt modestly beyond the required quarterly amortization, could provide positive momentum for the ratings. Fitch also expects Chamberlain will benefit from Blackstone's ownership, including accelerating the company's growth in the commercial garage door opener and access solutions market. DERIVATION SUMMARY Chamberlain has similar profitability and FCF metrics but meaningfully higher leverage than Fitch's publicly-rated universe of building products manufacturers, which are concentrated in the low-investment grade rating categories. These peers typically have EBITDA leverage of less than or equal to 3.0x and global operating profiles. Chamberlain has slightly lower leverage than Park River Holdings, Inc. (B-/Stable), but higher compared with LBM Acquisition, LLC (B/Stable). Chamberlain is smaller in scale but is better positioned in the value chain and has meaningfully higher profitability and FCF metrics compared to these building products distributors. Fitch applies its Parent and Subsidiary Linkage Criteria and uses a consolidated approach in determining the ratings of Chariot Parent LLC and Chariot Buyer LLC. The linkage follows a weak parent/strong subsidiary approach, and strong overall linkage between Chariot Parent and Chariot Buyer. Fitch rates Chariot Parent as it is the issuer of the financial statements and either directly or indirectly owns Chariot Buyer (borrower under the credit agreements) and all of the operating subsidiaries. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenues grow 4%-5% in 2023 and flat in 2024; - EBITDA margin of 21%-22% in 2023 and 2024; - FCF margin of 1.5%-2.5% in 2023 and 2024; - EBITDA leverage of 6.8x at the end of 2023 and 6.3x-6.8x at the end of 2024; - EBITDA interest coverage of around 2.0x during 2023 and 2024. Recovery Analysis Assumptions The recovery analysis assumes that Chamberlain would be considered a going-concern (GC) in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Chamberlain's GC EBITDA estimate of $250 million projects a post-restructuring sustainable cash flow and is about 37% below Fitch's estimated June 30, 2023 LTM EBITDA and 36% below Fitch's projected 2023 EBITDA. Fitch assumes that a default would occur from a meaningful and continued decline in residential and commercial construction activity, combined with the loss of one of its top customers. Fitch estimates revenues that are 20% lower and EBITDA margins of about 18.8% (150 bps below 2022 EBITDA margin) would result in about $250 million GC EBITDA, which would capture the lower revenue base of the company after emerging from a downturn plus a sustainable margin profile after right sizing. An Enterprise Value (EV) multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The 6.5x multiple is below the 14.7x purchase multiple for the Chamberlain Group. The EV multiple is higher than the 6.0x multiple Fitch uses for LBM Acquisition, LLC and Park River Holdings, respectively. Fitch believes Chariot has a stronger competitive position in the value chain as a manufacturer compared with LBM and Park River, both of which are distributors. The company also benefits from a dominant market share, which is reflected in the EBITDA margins in the high-teens. The revolver is assumed to be fully drawn at default. The analysis results in a recovery corresponding to an 'RR3' for the $250 million first lien revolver and $2.015 billion first lien secured term loan and a recovery corresponding to an 'RR6' for the $600 million second lien secured term loan. The distributable value was reduced by the company's $125 million Accounts Receivables Securitization facility. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation that EBITDA leverage will be sustained below 6.5x; - EBITDA interest coverage sustained above 2.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA interest coverage sustained below 1.5x; - Fitch's expectation that FCF generation will be sustained at neutral or negative levels, leading to liquidity issues or concerns. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity Position: Chamberlain had an adequate liquidity position as of June 30, 2023 with cash of $44.7 million and roughly $233 million of borrowing availability under its $250 million revolving credit facility that matures in 2026. The company has also entered into a $125 million accounts receivable securitization facility, of which $98 million was outstanding as of June 30,2023. Fitch expects the company to generate FCF margin of 1.5%-2.5% in 2023 and 2024, which is sufficient to cover annual amortization of $20.15 million under the 1L TL. The company has no debt maturities until 2028, when the 1L TL matures. ISSUER PROFILE Chariot Parent, LLC (dba The Chamberlain Group) is a leading North American provider of access control solutions, with the #1 positions in residential garage door openers, commercial garage door openers, commercial gate controls, and automotive garage access remotes. Its LiftMaster and Chamberlain product offerings are well-known brands in the garage door opener industry. The company has also developed a wi-fi connectivity solution, myQ, which is embedded into new door opener units and through which the company aims to unlock service opportunities. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Chariot Buyer LLC LT IDR B- Affirmed B- senior secured LT B Affirmed RR3 B Senior Secured 2nd Lien LT CCC Affirmed RR6 CCC Chariot Parent LLC LT IDR B- Affirmed B- CHIPLEY'S FAMILY: Taps Alpha Pritchard Restaurant as Appraiser -------------------------------------------------------------- Chipley's Family Restaurant, LLC and Corner Oyster House, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Alpha Pritchard Restaurant & Food Service Equipment Company. The Debtors require an appraiser to: (a) examine and review personal property assets of the Debtors; (b) express an opinion, item-by-item, as to valuation. The appraiser will charge $125 per hour for its services. Jeff Pritchard, chief executive officer of Alpha Pritchard Restaurant & Food Service Equipment Company, 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: Jeff Pritchard Alpha Pritchard Restaurant & Food Service Equipment Company 2205 Laurel Dr., Ste. 2 Columbus, GA Telephone: (706) 569-8649 Email: jeffpritchard@knology.net About Chipley's Family Restaurant Chipley's Family Restaurant, LLC owns and operates restaurants known as Eddie Mae's Country Kitchen and Louise's Cafeteria. Chipley's Family Restaurant and its affiliate, Corner Oyster House, LLC, filed Chapter 11 petitions (Bankr. M.D. Ga. Lead Case No. 23-40451) on Aug. 4, 2023. At the time of the filing, Chipley's reported $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities while Corner Oyster House reported $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge John T. Laney, III oversees the cases. Fife M Whiteside, Esq., at Fife M. Whiteside PC, represents the Debtors as legal counsel. CITY BREWING: $850MM Bank Debt Trades at 24% Discount ----------------------------------------------------- Participations in a syndicated loan under which City Brewing Co LLC is a borrower were trading in the secondary market around 75.8 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $850 million facility is a Term loan that is scheduled to mature on April 5, 2028. The amount is fully drawn and outstanding. City Brewing Company, LLC operates as a brewery company. The Company produces beverages by contract, including beer, malts, teas, and energy drinks. CIVITAS RESOURCES: Fitch Rates New Unsecured Notes Due 2030 'BB' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to Civitas Resources, Inc.'s (Civitas) proposed senior unsecured notes due 2030. Civitas intends to use proceeds from the notes to help fund the cash portion of the recently announced $2.1 billion acquisition of Vencer Energy. The announced acquisition fits within Civitas' current Positive Outlook. The transaction will increase the company's production scale and proved reserves in the Permian and is expected to be cash flow accretive. Civitas also maintains clear headroom under Fitch's leverage sensitivity through the credit neutral funding mix of equity and debt. Fitch notes there is some additional execution risk for the company in the near term given its status as a new operator within the Permian, but believes this is offset by the long-term benefits of the transaction. The Positive Rating Outlook could be resolved before the 12 to 18 month timeframe if Civitas makes material progress in reducing RBL borrowings and demonstrates a successful track record as an operator in the Permian Basin. KEY RATING DRIVERS Scale and Diversification Enhancing Acquisition: The announced acquisition of Vencer Energy adds material scale through approximately 44,000 net acres, 62 Mboepd of production, and 400 high quality drilling locations in the Midland Basin. Proforma the acquisition, Civitas production profile will be balanced 50/50 between the Permian and DJ Basins, which Fitch views positively given regulatory risk in Colorado has historically been a constraint on the rating. Gross Debt Increases; Leverage Remains Low: Although the transaction adds incremental debt to the company's balance sheet, Fitch forecasts mid-cycle EBITDA leverage to remain at or below 1.5x. Fitch expects that FCF will be allocated toward paying back RBL borrowings. The company has an achievable goal to return to below 1x net leverage by YE 2024 and a long-term net leverage target of 0.75x. FCF Prioritized Over Drill Bit Growth: Civitas aims to keep organic production flat to benefit FCF generation. Hibernia and Tap Rock are currently operating with three and four rigs, respectively, and Civitas plans to drop two to three rigs on each of these assets moving forward in order to prioritize FCF generation. Fitch expects 50% of the company's FCF, gross of working capital changes, will be distributed to shareholders through a variable dividend on top of a quarterly fixed dividend of $0.50/share. Under Fitch's base case, Civitas is forecast to generate over $300 million of post dividend FCF through 2027 pro forma the Vencer acquisition, which will provide Civitas with funding for debt reduction, potential cash supported M&A, development activities or further shareholder activities. Civitas' strong FCF is underpinned by its scale and improved liquids mix, which are expected to support strong unhedged cash netbacks. Near Two Years of DJ Permits in Hand: Civitas has 100% of the 2023 development plan permitted and over 80% of 2024 permits progressing or in hand with a goal of getting permits 12-18 months in advance. Civitas' permitting status consists of approximately 600 wells in various stages of progress on top of 132 locations that were approved in 2022. Civitas balances its two-rig program in the DJ Basin with drilling rig allocations between its Southern position (e.g. Adams county, Arapahoe county), where it has large blocky inventory positions that are oilier and more rural; its rural Eastern position (e.g. eastern Weld county and acquired Bison Oil & Gas acreage); and its Western position (e.g. Broomfield county and western portion of Weld county), which is more developed, but is more likely to experience permitting challenges. PDP-Focused Hedging Policy: The company plans to hedge a substantial portion of target oil volumes through 2024 in order to maintain leverage and liquidity throughout a $40 oil price scenario. Fitch views the hedging policy positively as it will meaningfully reduce near-term pricing risk and will support FCF generation and reduction of the RBL borrowings. At 2Q23, Civitas had approximately 30% and 20% of its expected 2023 and 2024 oil production hedged and 10% and 5% of its expected 2023 and 2024 natural gas production hedged, respectively. Colorado Regulatory Risk: Fitch continues to assess regulatory risk within Colorado as high relative to other hydrocarbon-producing states. However, since the beginning of 2021 the risk has lessened following the overhaul of state laws that changed the Colorado Oil & Gas Conservation Commission's (COGCC) mission from fostering the development of oil and gas resources to regulating their development. The current rules, which established a single-permit process rather than the previous multistep process, have provided a tough but navigable framework that producers are learning to operate within. Fitch anticipates knowledge gained from permit applications and continued collaboration with the COGCC and communities will help the permitting process become more efficient over time. Civitas' ESG investments to achieve a Scope 1 and Scope 2 carbon neutral position through a combination of operational improvements and emission offset credits also support its ability to continue to permit development plans. DERIVATION SUMMARY Civitas is the largest producer within Fitch's 'BB' rating category with 2Q23 standalone production of 173mboepd. This compares to Permian Resources Corporation (BB-/Positive Watch; 166mboepd as of Q2) and SM Energy (BB-/Stable; 154mboepd as of Q2). Pro forma the Vencer acquisition, Civitas is expected to produce approximately 325-345mboepd, which is significantly larger than 'BB-' peers. Pro forma production is higher than Murphy Oil Corporation (BB+/Stable; 184mboepd as of Q2), but trails APA Corporation (BBB-/Stable; 399mboepd as of Q2) and Ovintiv, Inc. (BBB-/Stable; 573mboepd as of Q2). Civitas' 2Q23 standalone Fitch-calculated unhedged cash netback of $29/boe compares favorably across Fitch's aggregate E&P portfolio due to its low-cost structure and oil percentage (49% in 2Q23). Civitas has historically had the lowest leverage in the peer group (0.2x at YE22) due to the low amount of gross debt; however, pro forma the acquisition and note issuance, Civitas' mid-cycle EBITDA leverage of 1.1x is more comparable to the peer group. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer Include: - WTI (USD/bbl) of $75 in 2023, $70 in 2024, $65 in 2025 and $60 in 2026 and $57 thereafter; - Henry Hub (USD/mcf) of $2.80 in 2023, $3.25 in 2024, $3.00 in 2025 and $2.75 thereafter; - Base interest rates applicable to the company's outstanding variable rate debt obligations reflects current SOFR forward curve; - Flat production in the DJ Basin; - Announced transaction closes in 1Q24 under proposed terms; - $300 million in divestments of non-core assets by 2H24; - $500 million share repurchase program utilized by 2024; - Midstream operations in line with historical results; - Capex in line with management expectations; - Base portion of dividend does not increase through forecast, variable divided remains at 50% of post-base dividend FCF; - FCF applied to reduction of the RBL. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Strong FCF generation that is directed toward paying back RBL borrowings; - Successful track record as a new operator in the Permian Basin; - Continued increases in scale and/or diversification that helps mitigate overall regulatory and community opposition event risks; - Midcycle EBITDA leverage maintained at or below 1.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Change in financial policy leading to trend of gross debt increases and lower liquidity; - A regulatory change that affects permitting, unit economics, or visibility on future operations; - Sustained negative post-dividend FCF stressing liquidity or underinvestment in asset base; - Midcycle EBITDA Leverage sustained over 2.0x. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: At the closing of the Hibernia and Tap Rock acquisitions in August, Civitas secured $850 million of incremental commitments from its lenders, which increased total elected commitments from $1.00 billion to $1.85 billion. The company had drawn $750 million on the RBL as of Aug. 2. Fitch believes the liquidity profile will improve due to reduction of RBL borrowings via FCF generation. ISSUER PROFILE Civitas Resources, Inc. is an oil and gas producer focused on developing and producing crude oil, natural gas and NGLs in Colorado's Denver Julesburg and Permian Basins. ESG CONSIDERATIONS Civitas Resources, Inc. has an ESG Relevance Score of '4' for Exposure to Social Impacts due to the oil and gas sector regulatory environment in Colorado and its exposure to social resistance, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Civitas Resources, Inc. senior unsecured LT BB New Rating RR4 CNBG REAL ESTATE: Amends Bexar County Tax Assessor Claim Pay ------------------------------------------------------------ CNBG Real Estate II, Ltd., submitted a First Amended Disclosure Statement for Second Amended Plan of Reorganization dated October 10, 2023. After the initiation of this case, the Debtor has continued to hold and market 6600 Broadway pending a court-approved sale of its real estate. Upon the closing of its sale, the Debtor shall pay all of its allowed secured claims. From the sale proceeds, the Debtor believes that it will have proceeds to pay all or a portion of the allowed claims of its creditors. The Debtor's Second Amended Plan of Reorganization deals with the payment of debt held by highly sophisticated Creditors, Interest Holders, and other parties-in-interest, and for that reason, the Debtor considers the Creditors and Interest Holders as sophisticated investors and has included information concerning operations, values and other analysis intended to furnish financial and legal information which should be reviewed only after each Creditor and Interest Holder has a complete understanding of the Plan. The Plan is simple in concept. It provides for the Debtor to distribute funds on hand, if any, and liquidate 66000 Bandera. Furthermore, the Debtor shall object to any claims that the Debtor believes should be disallowed. The Plan provides for the mechanism for payment of the Allowed Claims of all Creditors. Under the Plan, the Creditors and Interest Holders will receive distributions in the form of cash on and/or after the Initial Distribution Date. Class 1 consists of Bexar County Tax Assessor, to the extent that it holds an Allowed Secured Claim against the Debtor-Estimated Claim $12,092.93. The Claimant in Class 1 shall, except as may be otherwise agreed upon in writing between the Revested Debtor and the Class 1 Claimant, be paid in cash upon the allowance of its Claim and upon the earlier of: (a) the sale of the Revested Debtor's real property or (b) January 31st, 2024. The Bexar County Tax Assessor shall, for the benefit of all of the taxing authorities for which it collects ad valorem taxes, retain all liens until such taxes are paid in full. In the event that any part of the retained property is sold during the term of the Plan, the unpaid taxes secured by said property shall be paid in full upon the sale of the property. If any property which secures the ad valorem tax claims is foreclosed by any lienholder, the Bexar County Tax Assessor who holds a lien on such foreclosed property shall be free to pursue its state law remedies for collection of all amounts due under the Texas Property Tax Code. Furthermore, all Allowed Administrative Claims and all trade debts, if any, and all other obligations incurred in the normal course of business by the Revested Debtor after the Petition Dates shall be paid in full on the Effective Date or when due in the ordinary course of business. Such payments shall be distributed from the cash on hand on the Initial Distribution Date or when the Claims are Allowed. In addition, upon the Revested Debtor's sale of its real property, it shall pay APL, LLC the sum of all payments that it advanced to the Revested Debtor after the petition date, such advances being utilized to pay United States Trustee's fees, Administrative Claims, monthly debt service payments to Jefferson Bank and property taxes. Like in the prior iteration of the Plan, the Revested Debtor shall, upon the sale of the Revested Debtor's real property and after the Revested Debtor's payment of all claims, pay the Class 5 Insider Creditors Holding Allowed Unsecured Claims their respective pro rata share of the remaining sale proceeds in order to partially or fully satisfy the Class 5 Creditors' Allowed Claims. The distributions and payments provided for in the Plan shall be funded by the proceeds from the sale of the Debtor's assets and/or loans from APL, LLC or Class 6 members. A full-text copy of the First Amended Disclosure Statement dated October 10, 2023 is available at https://urlcurt.com/u?l=8GDqZj from PacerMonitor.com at no charge. Attorneys for the Debtor: William B. Kingman, Esq. The Law Offices of William B. Kingman, P.C. 3511 Broadway San Antonio, TX 78209 Tel: (210) 829-1199 Email: bkingman@kingmanlaw.com About CNBG Real Estate II CNBG Real Estate II, Ltd. was formed to hold and manage a real estate investment located at 6600 Bandera Road, San Antonio, TX 78238. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 23-50335) on March 30, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Michael M. Parker oversees the case. The Debtor is represented by William B. Kingman, Esq., at the Law Offices of William B. Kingman, P.C. COMEBACK TRAIL: Seeks to Hire Lewis Brisbois as Legal Counsel ------------------------------------------------------------- The Comeback Trail, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Lewis Brisbois Bisgaard & Smith, LLP as its counsel. The firm will render these legal services: a. advise the Debtor with respect to its rights, powers, and duties as a debtor in possession in the continued management and operation of its business and management of its business; b. advise the Debtor with respect to the conduct of its chapter 11 case, including all of the legal and administrative requirements in chapter 11; c. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; d. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; e. appear before the Court and any other courts to represent the interests of the Debtor's estate before such courts; f. attend meetings and represent the Debtor in negotiations with representatives of creditors and other parties in interest; g. negotiate and prepare documents relating to the disposition of assets, as requested by the Debtor; h. negotiate and prepare on behalf of the Debtor one or more chapter 11 plans, disclosure statements, and all related documents; and i. perform such other legal services for the Debtor as may be necessary and appropriate. The hourly rates of the firm's counsel and staff are as follows: Attorneys $285 - $500 Paraprofessionals $125 In addition, the firm will seek reimbursement for expenses incurred. Maria Garcia, Esq., a partner at Lewis Brisbois Bisgaard & Smith, 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: Maria L. Garcia, Esq. LEWIS BRISBOIS BISGAARD & SMITH, LLP 633 West 5th Street, Suite 4000 Los Angeles, CA 90071 Telephone: (954) 728-1280 Email: maria.l.garcia@lewisbrisbois.com About The Comeback Trail, LLC The Comeback Trail, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15229) on August 15, 2023. The petition was signed by Phil Kim as manager. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $1 million to $50 million in liabilities. Judge Deborah J. Saltzman presides over the case. Maria L. Garcia, Esq. at Lewis Brisbois Bisgaard & Smith, LLP represents the Debtor as counsel. CONTINENTAL AMERICAN: Gets OK to Hire Forvis LLP as Accountant -------------------------------------------------------------- Continental American Corporation and Pioneer National Latex, Inc. received approval from the U.S. Bankruptcy Court for the District of Kansas to hire Forvis, LLP as their accountant. Forvis will provide general accounting services and the preparation and filing of annual Federal and State income tax returns. Forvis, LLP shall receive hourly fees for its services at the firm's standard rates. Mario Bonilla, CPA, an accountant at Forvis, assured the court that the firm does not represent no interest adverse to the Debtors or the estate. The firm can be reached through: Mario Bonilla, CPA Forvis, LLP 1551 N. Waterfont Parkway Suite 300 Wichita, KS 67206-6601 Phone: (316) 265-2811 About Continental American Corporation Continental American Corporation operates a balloon manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10938) on September 22, 2023. In the petition signed by Daniel A. Flynn, chief executive officer, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Mitchell L. Herren oversees the case. David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A., represents the Debtor as legal counsel. CONTINENTAL AMERICAN: Gets OK to Hire Prelle Eron as Counsel ------------------------------------------------------------ Continental American Corporation and Pioneer National Latex, Inc. received approval from the U.S. Bankruptcy Court for the District of Kansas to hire Prelle Eron & Bailey, P.A., as their Chapter 11 counsel. The firm will render these services: (a) advise the Debtor of its rights, powers and duties; (b) advise the Debtor concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; (c) investigate into the nature and validity of liens asserted against the Debtor, and advise the Debtor concerning the enforceability of said liens; (d) investigate and advise the Debtor concerning and take such action as may be necessary to collect income and assets in accordance with applicable law, and recover property for the benefit of the estate; (e) prepare legal documents; (f) advise the Debtor concerning and prepare responses to applications, motions, pleadings, notices, and other documents which may be filed and served; (g) counsel the Debtor in connection with the formulation, negotiation, and promulgation of a Chapter 11 plan or plans and related documents; and (h) perform such other legal services for and on behalf of the Debtor as may be necessary or appropriate in the administration of the case. The hourly rates of the firm's counsel and staff are as follows: David Prelle Eron $330 January M. Bailey $275 Laura Prelle $100 Paralegal and Legal Assistant $85 In addition, the firm will seek reimbursement for expenses incurred. David Prelle Eron, Esq., and January M. Bailey, Esq., attorneys at Prelle Eron & Bailey, 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: David Prelle Eron, Esq. PRELLE ERON & BAILEY, PA 301 N. Main St., Suite 2000 Wichita, KS 67202 Telephone: (316) 262-5500 Facsimile: (316) 262-5559 Email: david@eronlaw.net About Continental American Corporation Continental American Corporation operates a balloon manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10938) on September 22, 2023. In the petition signed by Daniel A. Flynn, chief executive officer, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Mitchell L. Herren oversees the case. David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A., represents the Debtor as legal counsel. CONTINENTAL AMERICAN: Gets OK to Hire Stinson LLP as Counsel ------------------------------------------------------------ Continental American Corporation and Pioneer National Latex, Inc. received approval from the U.S. Bankruptcy Court for the District of Kansas to hire Stinson LLP as their special counsel. Stinson will provide legal services in connection with general business and intellectual property matters. The firm will charge these rates: Penny R. Slicer, Esq. $675/hr. Partner $460/hr. to $735/hr. Non-partner attorney $245/hr. Penny Slicer, Esq., a partner at Stinson LLP, 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: Penny R. Slicer, Esq. STINSON LLP 1201 Walnut Street, Suite 2900 PO Box 843052 Kansas City, MO 64184-3052 Phone: (816) 842-8600 About Continental American Corporation Continental American Corporation operates a balloon manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10938) on September 22, 2023. In the petition signed by Daniel A. Flynn, chief executive officer, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Mitchell L. Herren oversees the case. David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A., represents the Debtor as legal counsel. COOKEVILLE PLATINUM: Seeks to Tap Lefkovitz & Lefkovitz as Counsel ------------------------------------------------------------------ Cookeville Platinum, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its rights, duties, and powers; (b) prepare and file statements and schedules, Chapter 11 plans, and other documents and pleadings necessary to be filed by the Debtor in its Chapter 11 proceeding; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in its bankruptcy case; and (d) perform such other legal services as may be necessary in connection with the bankruptcy case. The hourly rates of the firm's counsel and staff are as follows: Steven L. Lefkovitz $600 Jay R. Lefkovitz $450 Associate Attorneys $350 Paralegals $125 The firm received a retainer of $50,000 from the Debtor. Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz, 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: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Cookeville Platinum Cookeville Platinum, LLC filed its Chapter 11 petition (Bankr. M.D. Tenn. Case No. 23-03589) on Sept. 29, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Mitch Patel, manager, signed the petition. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as the Debtor's legal counsel. CORELOGIC INC: $750MM Bank Debt Trades at 19% Discount ------------------------------------------------------ Participations in a syndicated loan under which CoreLogic Inc is a borrower were trading in the secondary market around 80.6 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on June 4, 2029. The amount is fully drawn and outstanding. CoreLogic, Inc. and T-VIII Celestial Co-Invest LP provide information, insight, analytics, software and other outsourced services primarily to the mortgage, real estate and insurance sectors. DESTIN PLATINUM: Seeks to Hire Lefkovitz & Lefkovitz as Counsel --------------------------------------------------------------- Destin Platinum, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its rights, duties, and powers; (b) prepare and file statements and schedules, Chapter 11 plans, and other documents and pleadings necessary to be filed by the Debtor in its Chapter 11 proceeding; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in its bankruptcy case; and (d) perform such other legal services as may be necessary in connection with the bankruptcy case. The hourly rates of the firm's counsel and staff are as follows: Steven L. Lefkovitz $600 Jay R. Lefkovitz $450 Associate Attorneys $350 Paralegals $125 The firm received a retainer of $50,000 from the Debtor. Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz, 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: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Destin Platinum Destin Platinum, LLC filed its Chapter 11 petition (Bankr. M.D. Tenn. Case No. 23-03596) on Sept. 29, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Mitch Patel, manager, signed the petition. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as the Debtor's legal counsel. DIAMOND ELITE: Seeks to Hire Northgate Real Estate as Broker ------------------------------------------------------------ Diamond Elite Park LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Northgate Real Estate Group as its real estate broker. Northgate will market and sell the Debtor's property located at 9630 North 25th Avenue, Phoenix, Arizona. Northgate shall be paid a commission of 5 percent of the gross purchase price at closing, except that if the Lender is the successful purchaser by means of a credit bid, Northgate shall be paid a commission equal to 2.5 percent of the credit bid. As disclosed in the court filings, Northgate is a "disinterested person" as that term is defined in the Bankruptcy Code and does not hold or represent an interest adverse to the Debtor or the Debtor's estate. The firm can be reached through: Greg Corbin Northgate Real Estate Group 433 5th Ave 4th floor New York, NY 10016 Phone: (212) 419-9103 About Diamond Elite Park LLC Diamond Elite is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Diamond Elite Park LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22520) on July 9, 2023. The petition was signed by David Goldwasser as vice president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Kevin J. Nash, Esq. at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP represents the Debtor as counsel. DIVERSIFIED HEALTHCARE: Galvanic Portfolios Reports 5.7% Stake -------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, the following entities reported beneficial ownership of 13,768,926 Common Shares of Beneficial Interest, par value $0.01 per share, of Diversified Healthcare Trust as of Sept. 29, 2023: * D. E. Shaw Galvanic Portfolios, L.L.C. * D. E. Shaw Manager II, L.L.C. * D. E. Shaw Adviser II, L.L.C. * D. E. Shaw & Co., L.L.C. * D. E. Shaw & Co., L.P. * David E. Shaw Based upon the Issuer's Form 10-Q filed with the SEC on Aug. 1, 2023, there were 239,786,763 Shares issued and outstanding of the Issuer as of July 27, 2023. The 13,768,926 Shares beneficially owned by Galvanic Portfolios represent approximately 5.7% of the Shares issued and outstanding. In acquiring 13,768,926 Shares, Galvanic Portfolios expended approximately $11,215,376 (excluding commissions) of its working capital. Manager II, as the manager of Galvanic Portfolios, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Adviser II, as the investment adviser of Galvanic Portfolios, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. DESCO LLC, as the managing member of Manager II, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. DESCO LP, as the managing member of Adviser II, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as president and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, which in turn is the managing member of Adviser II, which in turn is the investment adviser of Galvanic Portfolios, and by virtue of David E. Shaw's position as president and sole shareholder of DESCO II Inc., which is the managing member of DESCO LLC, which in turn is the managing member of Manager II, which in turn is the manager of Galvanic Portfolios, David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1009268/000090266423005015/p23-2547sc13da.htm About Diversified Healthcare Trust Diversified Healthcare Trust is a real estate investment trust, which 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, Mass. "[B]ased on these challenges and upcoming debt maturities, we have concluded that there is substantial doubt about our ability to continue as a going concern for at least one year from the date of issuance of the financial statements...Our continuation as a going concern is dependent upon many factors, including our ability to complete the Merger, meet our debt covenants and repay our debts and other obligations when due. While we believe the Merger will alleviate the substantial doubt about our ability to continue as a going concern, the Merger is subject to shareholder approval and other closing conditions and we cannot provide assurance that the Merger will be completed on the contemplated terms or timeline or at all. In the event that the Merger is not completed, the perception of our ability to continue as a going concern may make it more difficult for us to refinance our existing debt and could result in the loss of confidence by investors. We cannot be sure that we will be able to obtain any future financing, and any such financing we may obtain may not be sufficient to repay our existing debt. If we are unable to obtain sufficient funds, we may be unable to continue as a going concern," the Company said in its Quarterly Report on Form 10-Q for the period ended June 30, 2023. DLOUX PROPERTIES: Property Sale Proceeds to Fund Plan ----------------------------------------------------- Dloux Properties, LLC, submitted a First Amended Disclosure Statement describing Plan of Reorganization dated October 10, 2023. The Debtor is the owner of 74.5 acres of land in Gillespie County, Texas. The members of the Debtor are Juan Iribarren, M.D. and Dloux Properties Holding Trust. Steven Robinson is the Trustee. Between 2017 and 2019, the Debtor, with funds loaned by Iribarren in the approximate amount of one million two hundred thousand dollars, the Debtor built an event center and a cabin. In August 2019, after Iribarren had invested the $1.2 million and in the middle of construction of the Event Center, Robinson advised the Debtor and Iribarren that he intended to use the cabin as his residence. This effectively shut down further construction. Litigation ensued in both Jefferson County and Gillespie County as the Debtor sought to retake possession of the property and complete the project. For over three years, the project languished because Robinson would not allow any work to be done on the property. Robinson filed a lis pendens on the property negating the Debtor's ability to sell the property. This bankruptcy ensued. Robinson asserts that Iribarren breached his fiduciary duty, used his position as an informal to manipulate Stevenson fraudulently; that Iribarren had no authority to force the Debtor to borrow money from Iribarren; and that Iribarren mismanaged the Debtor including stopping construction which harmed the Debtor. The Debtor disagrees with these allegations. On September 5, 2023, Robinson filed his Proof of Claim asserting damages of $2,500,000 for theft of property. Debtor filed its Objection to the Claim of Robinson. Under the Objection, Debtor asserts that Robinson has no standing to file a claim because it was Robinson's Trust that transferred the 745 acres to the Debtor, not Robinson individually, that Texas does not recognize theft of real property and finally the Proof of Claim did not support or explain the damages of $2,500,00. Debtor's objection is pending. Class 3 consists of Unsecured Creditors. There are only two unsecured creditors: Cavett, Turner & Wyble, LLC ($2,050.00) and Keller Enterprises ($9,999.20). Dr. Iribarren has agreed to subordinate his secured claim to ensure that priority, administrative and unsecured creditors claim are paid in full. Payments and distributions under the Plan will be funded from the proceeds of the sale of the 74.5 acres. Debtor shall have one year from the confirmation date to sell the 74.5 acres. If there is no sale, Debtor shall file with the Bankruptcy Court notice that a sale has not occurred. This notice shall be filed within 5 days of the one-year anniversary of the effective date. A full-text copy of the First Amended Disclosure Statement dated October 10, 2023 is available at https://urlcurt.com/u?l=MOjmpk from PacerMonitor.com at no charge. Attorney for the Debtor: Dean W. Greer, Esq. WEST & WEST ATTORNEYS AT LAW, P.C. 2929 Mossrock, Suite 204 San Antonio, TX 78230 Telephone: (210) 342-7100 Facsimile: (210) 342-3633 E-mail: dean@dwgreerlaw.com About Dloux Properties Dloux Properties, LLC, is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of an improved property located at 4079 Salt Branch Loop, Gillespie County, valued at $1.75 million. Dloux Properties filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 23-50568) on May 8, 2023, listing $1,750,000 in assets and $1,275,555 in liabilities. Juan Iribarren as managing member, signed the petition. West & West Attorneys at Law, P.C., serves as the Debtor's legal counsel. DOLPHIN ENTERTAINMENT: Acquires Special Projects for $5 Million --------------------------------------------------------------- Dolphin Entertainment, Inc. announced the completion of its acquisition of Special Projects, a New York-based talent booking and creative content agency. On the Closing Date, the Company paid the sellers an aggregate of $5,000,000 in cash and issued 2,500,000 shares of common stock of the Company, par value $0.015 to the Sellers, as consideration for the acquisition of Special Projects, which amount is subject to adjustment based on a customary post-closing cash consideration adjustment. The Company partially financed the cash portion of the consideration with a $3,000,000 five-year secured term loan from BankUnited, N.A, which also was used to refinance the Company's existing term loan from BankProv. With offices in New York and Los Angeles, Special Projects was co-founded by Andrea Oliveri and Nicole Vecchiarelli in 2016 to create a first-of-its-kind talent and event agency fueled by an editorial vision and curatorial sensibility. Oliveri and Vecchiarelli bring a combined 25-plus years of expertise in talent strategy, content creation, cultural forecasting, and event production to Dolphin Entertainment. Special Projects' roster of clients includes A24, the Academy Museum of Motion Pictures, Apple TV+, the Apollo Theater, Amazon, Bumble, Bustle Digital Group, Chanel, GQ, the Infatuation, Louis Vuitton, Max Mara, Meta, NETFLIX, the Peabody Awards, Stella McCartney, Uber, W magazine, The Wall Street Journal and YouTube. "Earning a place in culture is the best, most lasting way for brands and talent to grow. No one knows that better than Andrea and Nicole, who have perfected the art of brand building through their unique use of celebrity booking and talent curation," said Dolphin Entertainment Founder and CEO Bill O'Dowd. "Ideating and executing world-class events is a big part of Dolphin's future, and adding Special Projects immediately catapults us into the industry-leading position. The reputations and relationships of Andrea and Nicole in the industry are simply unmatched, and I couldn't be more thrilled to welcome them and their team into the Dolphin Entertainment family." "Seven years after launching Special Projects, the time was right to push the boundaries of our unique agency even further, expanding our reach into exciting new growth areas," said Oliveri and Vecchiarelli. "We're thrilled to partner with Dolphin Entertainment and a leader like Bill O'Dowd, who has the strategic vision and experience to help propel our business to new heights." Special Projects will operate under its own name, with Oliveri and Vecchiarelli remaining as co-CEOs, with its entire senior leadership team and staff welcomed into Dolphin Entertainment. K&L Gates LLP served as legal counsel to Dolphin Entertainment. DLA Piper LLP served as legal counsel to Special Projects. About Dolphin Entertainment Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc. -- http://www.dolphinentertainment.com-- is an independent entertainment marketing and premium content development company. Through its subsidiaries, 42West LLC, The Door Marketing Group LLC and Shore Fire Media, Ltd, the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment, hospitality and music industries. Dolphin Entertainment reported a net loss of $4.78 million in 2022, a net loss of $6.46 million in 2021, a net loss of $1.94 million in 2020, and net loss of $2.33 million in 2019. As of Dec. 31, 2022, the Company had $75.37 million in total assets, $41.28 million in total liabilities, and $34.09 million in total stockholders' equity. DRAIN SERVICES: Seeks to Tap The Dakota Bankruptcy Firm as Counsel ------------------------------------------------------------------ Drain Services Inc. seeks approval from the U.S. Bankruptcy Court for the District of North Dakota to employ The Dakota Bankruptcy Firm as its legal counsel. The Debtor requires legal counsel to: (a) prepare and file all necessary pleadings, motions and other court papers; (b) negotiate with creditors and other interested parties; (c) represent the Debtor in any adversary proceedings, contested matters, and other proceedings before this honorable court; (d) prepare a Chapter 11 plan of reorganization; and (e) tend to such other and further matters as are necessary and appropriate in the prism of this case. The hourly rates of the firm's counsel and staff are as follows: Partner $300 Associate $200 Paralegal $100 Maurice VerStandig, Esq., an attorney at The Dakota Bankruptcy Firm, 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: Maurice B. VerStandig, Esq. The Dakota Bankruptcy Firm 1630 1st Avenue N, Suite B PMB 24 Fargo, ND 58102 Telephone: (701) 394-3215 Email: mac@dakotabankruptcy.com About Drain Services Drain Services Inc. offers residential, commercial, industrial, and municipal pipe laying and lining to Minnesota, North Dakota, and South Dakota customers. The company is based in West Fargo, N.D. Drain Services filed Chapter 11 petition (Bankr. D.N.D. Case No. 23-30352) on Oct. 2, 2023, with up to $10 million in assets and up to $1 million in liabilities. Kevin Cameron, vice president, signed the petition. Judge Shon Hastings oversees the case. Maurice B. VerStandig, Esq., at The Dakota Bankruptcy Firm serves as the Debtor's counsel. EAST SERVICE: Seeks to Hire Leech Tishman as Bankruptcy Counsel --------------------------------------------------------------- East Service Road LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Leech Tishman Robinson Brog, PLLC as its legal counsel. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; b. negotiating, drafting, and pursuing all documentation necessary in this Chapter 11 case, including, without limitation, any debtor-in-possession financing arrangements and the disposition of the Debtor's assets, by sale or otherwise; c. preparing legal papers; d. negotiating with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a Chapter 11 plan, including, if necessary, negotiations with respect to financing a plan; e. appearing in court; f. attending meetings and negotiating with representatives of creditors, the United States Trustee, and other parties involved in the bankruptcy case; g. providing legal advice to the Debtor regarding bankruptcy law, corporate law, corporate governance, tax, litigation, and other issues attendant to the Debtor's business operations; h. taking all necessary actions to protect and preserve the Debtor's estate including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; and i. other legal services. The firm will be paid at these rates: Shareholders $500 to $800 per hour Counsel $495 to $600 per hour Associates $325 to $475 per hour Legal Assistants/Paralegals $120-$250 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $360,000. Fred Ringel, Esq., a partner at Leech Tishman Robinson Brog, disclosed in court filings that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Fred B. Ringel, Esq. Lori A. Schwartz, Eq. LEECH TISHMAN ROBINSON BROG, PLLC 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 Email: fringel@leechtishman.com About East Service Road LLC East Service Road is engaged in activities related to real estate. East Service Road LLC filed a voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. E.D.N.Y. Case No. 23-42765) on August 2, 2023. The petition was signed by Shlomo Kolodny as sole member. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Nancy Hershey Lord represents the Debtor as counsel. Fred B. Ringel, Esq. at LEECH TISHMAN ROBINSON BROG, PLLC represents the Debtor as counsel. EDC 2370: Seeks to Hire Jonathan Goodman as Bankruptcy Counsel -------------------------------------------------------------- EDC 2370, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Jonathan Goodman, Esq., an attorney practicing in Whitefish Bay, Wis., to handle its Chapter 11 case. Mr. Goodman will be paid at his hourly rate of $400. The attorney received a retainer of $3,500. Mr. Goodman disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Jonathan V. Goodman, Esq. Law Offices of Jonathan V. Goodman 500 E. Lake View Avenue Whitefish Bay, WI 53217 Telephone: (414) 460-0210 Email: jonathanvgoodman@gmail.com About EDC 2370 EDC 2370, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 23-24219) on Sept. 15, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Katherine M. Perhach oversees the case. Jonathan V. Goodman, Esq., at the Law Offices of Jonathan V. Goodman represents the Debtor as bankruptcy counsel. EKSO BIONICS: Falls Short of Nasdaq Bid Price Requirement --------------------------------------------------------- Ekso Bionics Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it received a written notice from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC indicating that, for 30 consecutive business days prior to Sept. 29, 2023, the minimum bid price of the Company's common stock had been below the $1.00 per share minimum requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until March 27, 2024, to regain compliance with the Minimum Bid Price Requirement. The Notice states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if, at any time before March 27, 2024, the closing bid price of the Company's common stock is $1.00 per share or more for a minimum of ten consecutive business days. The Notice has no immediate effect on the listing or trading of the Company's common stock. In the event the Company does not regain compliance with the Minimum Bid Price Requirement by March 27, 2024, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Company will be granted an additional 180 calendar days to regain compliance. If the Company does not qualify for or fails to regain compliance during the second compliance period, then the Nasdaq staff will provide written notification to the Company that its common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. The Company intends to actively monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement. According to the Company, there can be no assurance that it will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period ending March 27, 2024, secure an extension of the compliance period beyond March 27, 2024 or maintain compliance with any other Nasdaq listing requirements. About Ekso Bionics Ekso Bionics Holdings, Inc. -- @ www.eksobionics.com -- is a developer of exoskeleton solutions that amplify human potential by supporting or enhancing strength, endurance, and mobility across medical and industrial applications. Its exoskeleton technology serves multiple markets and can be utilized both by able-bodied persons and persons with physical disabilities. Ekso Bionics reported a net loss of $15.08 million in 2022, a net loss of $9.76 million in 2021, a net loss of $15.83 million in 2020, a net loss of $12.13 million in 2019, and a net loss of $26.99 million in 2018. As of March 31, 2023, the Company had $37.10 million in total assets, $15.82 million in total liabilities, and $21.28 million in total stockholders' equity. EMPIRE TODAY: $595MM Bank Debt Trades at 23% Discount ----------------------------------------------------- Participations in a syndicated loan under which Empire Today LLC is a borrower were trading in the secondary market around 77.4 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $595 million facility is a Term loan that is scheduled to mature on April 1, 2028. The amount is fully drawn and outstanding. Headquartered in Northlake, Ill., Empire Today, LLC is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in the largest metropolitan markets in the U.S. EVENTIDE CREDIT: Committee Seeks to Tap Cole Schotz as Counsel -------------------------------------------------------------- The official unsecured creditors' committee appointed in the Chapter 11 case of Eventide Credit Acquisitions, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Cole Schotz, PC. The committee requires legal counsel to: (a) give advice with respect to the rights, duties and powers of the committee in this Chapter 11 case; (b) assist and advise the committee in its consultations with the Debtor relative to the administration of this Chapter 11 case; (c) assist the committee in analyzing the claims of the Debtor's creditors and its capital structure and in negotiating with holders of claims; (d) assist the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, and its insiders and affiliates, and of the operation of its business; (e) assist the committee in its investigation of the liens and claims of the Debtor's lenders and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the committee in its analysis of, and negotiations with, the Debtor or any third-party concerning matters related to, among other things, the assumption or rejection of leases of nonresidential real property and executory contracts, asset dispositions, financing or other transactions, and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; (g) assist and advise the committee in communicating with unsecured creditors regarding significant matters in this Chapter 11 case; (h) represent the committee at hearings and other proceedings; (i) review and analyze applications, orders, statements of operations, and schedules filed with the court and advise the committee as to their propriety; (j) assist the committee in preparing pleadings and applications as may be necessary in furtherance of the committee's interests and objectives; (k) prepare, on behalf of the committee, any pleadings; and (l) perform such other legal services as may be required or requested. The attorneys and paralegals primarily responsible for representing the committee, and their current standard hourly rates are: Gary H. Leibowitz, Member $795 H.C. Jones, III, Associate $540 Ian R. Phillips, Associate $550 J. Michael Pardoe, Associate $495 Pauline Z. Ratkowiak, Paralegal $385 The hourly rates of the firm's counsel and staff are as follows: Members $575 - $1045 Associates $375 - $645 Paralegals $260 - $440 In addition, the firm will seek reimbursement for expenses incurred. Mr. Leibowitz provided the following in response to the request for additional information set forth in Paragraph D.1. 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? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Cole Schotz did not represent the committee in the 12 months before the Debtor's petition was filed on September 6, 2023. Cole Schotz's billing rates have not changed since the petition date. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz is developing a budget and staffing plan for the period through December 31, 2023 that will be presented for approval by the committee. Mr. Leibowitz 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: Gary H. Leibowitz, Esq. H.C. Jones, III, Esq. J. Michael Pardoe, Esq. Cole Schotz P.C. 1201 Wills Street, Suite 320 Baltimore, MD 21231 Telephone: (410) 230-0660 Facsimile: (410) 230-0667 E-mail: gleibowitz@coleschotz.com hjones@coleschotz.com mpardoe@coleschotz.com About Eventide Credit Acquisitions Eventide Credit Acquisitions, LLC, a Dallas-based company, filed voluntary Chapter 11 petition (Bankr. N.D. Texas Case No. 23-90007) on Sept. 6, 2023, with $50 million to $100 million in both assets and liabilities. Matt Martorello, manager, signed the petition. Judge Mark X. Mullin oversees the case. The Debtor tapped Forshey Prostok as bankruptcy counsel. The U.S. Trustee for Region 6 appointed an official unsecured creditors' committee in this Chapter 11 case. The committee tapped Cole Schotz, PC as legal counsel. EYECARE PARTNERS: $440MM Bank Debt Trades at 34% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 65.9 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $440 million facility is a Term loan that is scheduled to mature on November 15, 2028. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products EYECARE PARTNERS: $750MM Bank Debt Trades at 33% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 66.9 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on February 20, 2027. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. FAST GLASS: Seeks to Hire Bell & Company as Accountant ------------------------------------------------------ Fast Glass Service, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Bell & Company, PA. The Debtor needs an accountant to assist in the preparation and filing of its state and federal income, use, sales or personal property tax returns. The firm's hourly rates range from $100 to $400. Nell Sterling, CPA, shareholder of Bell & Company, 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: Nell Sterling, CPA Bell & Company, PA 4504 Burrow Drive North Little Rock, AR 72116 Telephone: (501) 753-9700 Facsimile: (501) 753-3794 About Fast Glass Service Fast Glass Service, LLC filed Chapter 11 petition (Bankr. E.D. Ark. Case No. 23-12505) on Aug. 14, 2023, with as much as $1 million in both assets and liabilities. Judge Phyllis M. Jones oversees the case. The Debtor tapped Keech Law Firm, PA as bankruptcy counsel and Bell & Company, PA as accountant. FINISH MAN: Claims to be Paid From Disposable Income ---------------------------------------------------- The Finish Man, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Plan of Reorganization. The Debtor is a Limited Liability Company formed in Pennsylvania. Christopher Czonstka is the sole owner and sole member and managing member of the company. Prior to filing, Debtor operated a general construction company in the Lehigh and Northampton County areas, typically employing several workers and/or using subcontracted work to complete construction projects. Class 2 consists of General Unsecured Claims without priority. These claims are estimated to total approximately $240,000. Unless otherwise provided in this Plan, funds received by the Trustee or disbursed directly by the Debtor to general unsecured creditors, but not those payments made directly to secured claims, if any, shall be used to pay the following claims in the priority indicated: * Pursuant to Section 1191(e) of the Bankruptcy Code, the payment of claims entitled to priority under Sections 507(a)(2) and (a)(3) of the Bankruptcy Code shall be paid in full prior to the payment of all other claims. * Except as otherwise provided in Section 1191(e) of the Bankruptcy Code, the payment of claims entitled to priority under Section 507 of the Bankruptcy Code shall be paid in accordance with Section 1129(a)(9) of the Bankruptcy Code. * Concurrently with the payments made under this Plan, Debtor shall continue to pay its secured claimants pursuant to the financing agreements in place prior to filing, and has continued such payments since filing. * After payment of the claims, sums received by the Trustee or disbursed directly by the Debtor shall be paid, on a pro-rated basis, to allowed general unsecured claims. * In accordance with Section 1191 of the Bankruptcy Code and the terms of this Plan, the Debtor shall retain the Debtor's interest in property of the estate. Debtor proposes to pay its disposable income to creditors on a pro-rated basis to Class 2 creditors. Based on its projections, Debtor proposes to pay $1,000 per month to such creditors over a 40-month period of time. Payments are to be made quarterly, with the first set of payments to commence on the 30th day following full payment of any administrative claims, and every quarter thereafter until completed. A full-text copy of the Plan of Reorganization dated October 10, 2023 is available at https://urlcurt.com/u?l=lcLZ7o from PacerMonitor.com at no charge. Attorney for Debtor: Kevin K. Kercher, Esq. LAW OFFICE OF KEVIN K. KERCHER, ESQUIRE, P.C. 881 Third St., Suite #C-2 The Fullerton Bldg. Whitehall, PA 18052 Tel: (610) 264-4120 Fax: (610) 264-2990 About The Finish Man The Finish Man, LLC, a Limited Liability Company formed in Pennsylvania, operated a general construction company. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-12767) on Sept. 14, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Patricia M. Mayer oversees the case. Kevin Kercher, Esq., at Kercher Law Offices, is the Debtor's bankruptcy counsel. FRANKLIN SQUARE: Moody's Affirms 'Ba1' CFR & Rates New Loans 'Ba1' ------------------------------------------------------------------ Moody's Investors Service has affirmed Franklin Square Holdings, L.P.'s ("FSH") Corporate Family Rating of Ba1 and Probability of Default rating of Ba1-PD. Concurrently, Moody's affirmed the Ba1 ratings on FSJV Holdco, LLC's Backed Senior Secured Bank Credit Facility the $520 million senior secured term loan B due 2025. Moody's also assigned a Ba1 rating to a new $150 backed senior secured revolving credit facility due 2025. This facility replaces the company's $100 million backed senior secured revolving credit facility due 2023. The rating on that replaced facility has been withdrawn. Further, Moody's assigned Ba1 ratings to anew $80 million backed senior secured term loan A-1 due 2025 and a new $70 million backed senior secured term loan A-2 due 2025. The outlook for Franklin Square Holdings, L.P. is stable. The affirmation in rating is supported by FSH's improving scale, revenue, and PTI margins post the Portfolio Advisor ("PA") merger that occurred on June 30th, 2023. As a result of the merger, AUM stands at over $75 billion in assets (up from the $35.1 bn that FS had in Q2 2023), and offers a broader suite of alternative strategies for institutional and individual investors. FSH has taken on two new term loans, a $80 million backed senior secured term loan A-1 due 2025 and a new $70 million senior secured term loan A-2 due 2025, and has also amended and increased its revolving credit facility from $100M to $150M and extended it from 2023 to 2025. Moody's expects to see EBITDA contribution from PA of approximately 20%, which brings pro forma leverage to 3.9x. RATINGS RATIONALE FSH's Ba1 rating is supported by the company's strong recurring revenue base, high levels of permanent capital AUM and solid pretax income margins. These credit strengths are balanced by the firm's relatively modest scale, high financial leverage, and AUM concentration in private credit, largely in a single fund, FS KKR Capital Corp. Since 2021, FSH's AUM, revenue and pre-tax income has grown steadily and led to organic deleveraging – its debt/EBITDA ratio has declined from 5.3x to 3.6x at YE2022. Leverage increased to approximately 4.0x at Q2 2023 due to the additional debt and deferred cash payout following the PA transaction, but positive organic trends are expected to continue. FSH's stable outlook reflects Moody's expectations that EBITDA generation will remain steady due to the long-duration nature of the investments of the firm's product offerings and the high fees with favorable fee structures that the firm earns on its core products. The firm's integration with PA will increase scale, geographic and business diversification. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's said factors that could lead to an upgrade include: 1) Debt/EBITDA sustained below 3x; 2) Strengthening of the core franchise through greater geographic, product and distribution diversification; 3) Scale as measured by revenue net of distribution and sub-advisory expense beyond $750 million. Moody's said factors that could lead to a downgrade include: (1) Debt/EBITDA sustained over 4x; (2) pre-tax income margins fall below 20% on a consistent basis; (3) introduction of regulations that could curtail retail demand for alternatives and private investments; and (4) incidents of reputational risk or material deficiencies in the valuations of private investment assets. Founded in 2007, FSH has developed niche alternative investments offerings and distribution capacity focused on private debt and liquid credit strategies for individual investors. FSH is the largest manager of business development company (BDC) assets primarily through FS/KKR Advisor, LLC, which serves as the investment adviser to a BDC with approximately $17.7 billion in assets under management as of June 30, 2023. As of June 30, 2023, immediately prior to the merger, FSH had approximately $35.1 billion in AUM. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. FUTURE PRESENT: Hires Franzino & Scher as Litigation Counsel ------------------------------------------------------------ Future Present Productions, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Franzino & Scher, LLC as its special litigation counsel. The services to be provided by Franzino & Scher include, litigation preparation and negotiations, including but not limited to drafting and filing the Adversary Proceeding, discovery, any related issues arising from discovery, and any issues arising related to the litigation after discovery is completed. The regular hourly rates for the members of the F&S firm are: Frank J. Franzino, Jr. $600 per hour Erin C. Kormann $400 per hour As disclosed in the court filings, Franzino & Scher represents no interest actually adverse to the estate in the matters upon which it is to be engaged. The firm can be reached through: Erin C. Kormann, Esq. FRANZINO & SCHER, LLC 120 West 45th Street, Suite 2801 New York, NY 10036 Telephone: (212) 362-4445 Facsimile: (212) 721-1620 About Future Present Productions Future Present Productions, LLC, doing business as GUM Studios, is a multi-location film stage and equipment rental facility with production capabilities in the New York Metropolitan - Tri State area. It caters to production companies, advertising agencies, video-photographers, designers, and large tv and film productions. The Debtor filed Chapter 11 petition (Bankr. E.D. N.Y. Case No. 23-42510 on July 18, 2023, with $6,065,879 in assets and $5,760,994 in liabilities. Carrie White, chief executive officer, signed the petition. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Lewis W. Siegel, Esq., as bankruptcy counsel and Keren Mashiah, Esq., at Mashiah & Sheffer, LLP as transactional counsel. GARUDA HOTELS: Trustee Taps A&G Realty Partners as Broker --------------------------------------------------------- Jeffrey Dove, Chapter 11 trustee for Garuda Hotels, Inc. and Welcome Motels II, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ A&G Realty Partners, LLC as his exclusive broker. The broker's services include: (a) developing and designing a professional marketing program for the sale of the sale assets; (b) preparing all marketing materials for the Sale Assets (i.e. flyers, distribution list, electronic marketing, etc.), such materials to be reasonably satisfactory to the Trustee and the Secured Noteholder; (c) marketing the sale assets for sale; (d) soliciting offers from prospective buyers to purchase the sale assets and advising the Trustee and Secured Noteholder on sale negotiations; and (e) reporting regularly to Trustee and Secured Noteholder regarding the status of marketing efforts and negotiations. The broker will receive 1.5 percent commission for gross purchase price below $9,500,000; and 3 percent, provided however, that Hilco Real Estate has approached the parties with a potential stalking horse bidder in the amount of $9,500,000. If such bidder is the purchaser, then the brokerage commission shall be split such that A&G shall receive a 2 percent commission and Hilco shall receive a 1 percent commission as a co-operating broker. Emilio Amendola, co-president of A&G Realty Partners, 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: Emilio Amendola A&G Realty Partners 445 Broadhollow Road, Suite 410 Melville, NY 11747 Phone: (631) 420-0044 Email: emilio@agrep.com About Garuda Hotels Garuda Hotels, Inc. and its affiliate, Welcome Motels II, Inc., operate the Country Inn and Suites Hotel and the Econolodge Hotel in Ithaca, N.Y., respectively. The Debtors also own the real properties on which the hotels are located. Garuda Hotels and Welcome Motels sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 22-30296 and 22-30297) on May 13, 2022. In the petition signed by Jay Bramhandkar, president, Garuda Hotels disclosed up to $10 million in both assets and liabilities. Judge Wendy A. Kinsella oversees the cases. Erica Aisner, Esq., at Kirby Aisner & Curley LLP, is the Debtors' counsel. Jeffrey Dove, the Chapter 11 trustee appointed in the Debtors' cases, is represented by Barclay Damon, LLP. GENESIS CARE: Comm. Taps Hall & Wilcox as Special Foreign Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Genesis Care Pty Limited and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hall & Wilcox as its special foreign counsel. The firm's services include: (a) conducting the Australian collateral review and analyzing the existence, validity, perfection, and effectiveness of the Lenders' liens, security interests, and encumbrances against the Debtors' Australian assets and business operations; (b) examining all other aspects of the senior secured financing entered into under the SFA and its accompanying instruments and documents that in any way implicate Australian law or other cross-border insolvency issues; (c) advising the Committee in its examination of the Debtors' Australian business affairs and operations as well as analyzing any related Australian-law issues; (d) examining the Debtors' Australian assets (including, without limitation, potential claims and causes of action) that might be unencumbered or otherwise available to satisfy unsecured claims against the Debtors; (e) evaluating any proposed sale(s) and/or restructuring(s) of the Debtors' Australian assets and businesses as well as any and all related Australian or cross-border legal issues; (f) assessing any cross-border recognition and/or legal assistance that the Debtors may seek in Australia with respect to the Chapter 11 Cases; (g) advising the Committee in connection with creditor claims brought under Australian law by and against the Debtors (whether or not those Debtors are organized in Australia); (h) along with the Committee's U.S. counsel, analyzing any Chapter 11 plan of reorganization proposed in these Chapter 11 Cases and evaluating the potential Australian law and cross-border issues presented by such a Chapter 11 plan; (i) reviewing and commenting on Debtor pleadings and other documents filed with the Court that present Australian or cross-border issues; (j) assisting the Committee (and its U.S. counsel) in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee that may implicate Australian law or other cross-border issues; (k) conferring with the professionals retained by the Debtors and other parties-in-interest, as well as with such other professionals as the Committee may select and employ; (l) performing all other services assigned by the Committee to H&W as the Committee's special foreign counsel; and (m) assisting the Committee generally in performing such other services as may be desirable or required for the discharge of the Committee's duties pursuant to Bankruptcy Code Section 1103. Hourly rates of H&W attorneys who will primarily represent the Committee in the Chapter 11 Cases: Scott Butler, Partner AU$735 David Cooper, Partner AU$790 Mark Inston, Partner AU$770 Ann Watson, Special Counsel AU$610 Angelica Huang, Senior Associate AU$565 Michael Maconochie, Lawyer AU$495 Georgia Gamble, Lawyer AU$400 Nancy Harb, Lawyer AU$340 Attorneys AU$275 to AU$1,000 per hour Paraprofessionals AU$180 to AU$360 per hour The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the twelve (12) months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve (12) months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: H&W did not represent the Committee before being selected as its special foreign counsel on August 24, 2023. H&W's billing rates have not changed since the Petition Date. H&W has in the past represented and may represent in the future certain Committee members and/or their affiliates in matters unrelated to the Chapter 11 Cases. Scott Butler, a partner at Hall & Wilcox, assured the court that the firm does not hold or represent an interest adverse to the Committee, the Debtors, or the estates in the Chapter 11 Cases, and is a "disinterested person" as defined by section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott Butler Hall & Wilcox Level 18 240 Queen Street Brisbane QLD 4000 Australia Phone: +617 7 3231 7700 About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. GOOD HANDS: Unsecureds Will Get 15.69% of Claims over 3 Years ------------------------------------------------------------- Good Hands Medical Transportation, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization dated October 10, 2023. The Debtor provides non-emergency medical transportation that takes individuals to and from medical appointments in rural areas. The Debtor is a limited liability company owned 100% by Hazem Bataineh. Hazem Bataineh is the managing member and is responsible for all management and operations of Debtor. After confirmation of this Plan, Hazem Bataineh will remain the managing members of Good Hands Medical Transportation, LLC. The Debtor filed this case on July 13, 2023, to seek protection from aggressive collection efforts by creditors that, if continued, would be to the detriment of other creditors. Debtor proposes to pay allowed unsecured claims based on the projections and cash available. Debtor anticipates having enough revenue to fund the plan and pay the creditors pursuant to the Plan. Debtor's Plan of Reorganization provides for the continued operations of the Debtor in order to make payments to its creditors as set forth in this Plan. Debtor seeks to confirm a consensual plan or reorganization so that all payments to creditors required under the Plan will be made directly by the Debtor to its creditors. Class 5 consists of General Unsecured Claims. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next three years beginning on the15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the life of the Plan. Debtor will distribute up to $309,000.00 to the general allowed unsecured creditor pool over the 3-year term of the plan. Debtor can either pay this amount monthly, quarterly, or yearly. The General Unsecured Claims will receive 15.69% of their allowed claims under this plan. The allowed unsecured claims total $1,968,974.00. Class 6 Equity Interest Holders. The current owners will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Class 6 Claimants are not impaired under the Plan. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated October 10, 2023 is available at https://urlcurt.com/u?l=QddwtB from PacerMonitor.com at no charge. Debtor's Counsel: Robert C Lane, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, Texas 77036 Tel: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com About Good Hands Medical & Transportation Good Hands Medical Transportation, LLC, provides non-emergency medical transportation in Houston, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32634) on July 13, 2023, with $166,380 in assets and $2,326,632 in liabilities. Hazem Anwar Bataineh, owner and director, signed the petition. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at The Lane Law Firm, is the Debtor's legal counsel. GORDIAN MEDICAL: $280MM Bank Debt Trades at 36% Discount -------------------------------------------------------- Participations in a syndicated loan under which Gordian Medical Inc is a borrower were trading in the secondary market around 64.0 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $280 million facility is a Term loan that is scheduled to mature on April 1, 2027. The amount is fully drawn and outstanding. Gordian Medical, Inc., doing business as American Medical Technologies, provides healthcare services. The Company offers medical expertise, protocol development, education, healing, and preserving programs. American Medical Technologies serves patients and healthcare professionals in the United States. GUARDIAN BASEBALL: Hires Commonwealth Counsel as Special Counsel ---------------------------------------------------------------- Guardian Baseball, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Commonwealth Counsel Group PLLC as its special counsel. Commonwealth will represent the Debtor in all non-bankruptcy matters including, but not limited to, corporate governance. The firm will be paid at these rates: Parker M. Wornall $225 per hour Support Staff $200 per hour Commonwealth does not represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Parker M. Wornall, Esq. COMMONWEALTH COUNSEL GROUP PLLC 10343 Linn Station, Suite 100 Louisville, KY 40223-3816 Telephone: (502) 805-2303 Facsimile: (502) 805-2304 Email: parker@ccgattorneys.com About Guardian Baseball, LLC Guardian Baseball, LLC is a manufacturer and retailer of sporting goods and equipment. The company is based in Louisville, Ky. Guardian Baseball sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-31813) on Aug. 3, 2023, with $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Zev Bernard, chief operating officer, signed the petition. Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird LLP, represents the Debtor as legal counsel. HARRIS ENERGY: Seeks to Hire Swanson Sweet as Bankruptcy Counsel ---------------------------------------------------------------- Harris Energy Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Swanson Sweet, LLP. The Debtors require legal counsel to: (a) give advice with respect to the powers and duties of the Debtors in the continued management and operation of their businesses; (b) assist the Debtors with monthly reporting requirements; (c) advise the Debtors and take all necessary action to protect and preserve their estates; (d) assist with the preparation of a disclosure statement and plan of reorganization and the related negotiations and hearings; (e) prepare pleadings in connection with the Chapter 11 cases; (f) analyze executory contracts and unexpired leases, and the potential assumptions, assignments, or rejections of such contracts and leases; (g) advise the Debtors in connection with any potential sale of assets; (h) appear at and be involved in various proceedings before this court; and (i) analyze claims and prosecute any meritorious claim objections. The hourly rates of the firm's counsel and staff are as follows: Paul G. Swanson, Partner $675 Peter T. Nowak, Associate $325 Heather Saladin, Paralegal $195 In addition, the firm will seek reimbursement for expenses incurred. Mr. Swanson disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul G. Swanson, Esq. Swanson Sweet LLP 107 Church Avenue Oshkosh, WI 54901 Telephone: (920) 235-6690 About Harris Energy Group Harris Energy Group, Inc. and affiliates own, operate, and develop hydroelectric power plants in Wisconsin, Michigan, Iowa, and Illinois, generating power for sale to public utilities, governmental agencies, and private power producers. The plants generate power when water from rivers or lakes flows through the blades of a turbine. The turbines are connected to a generator that makes electricity, which is then sold to either the Midcontinent Independent System Operation or other public entities or private companies through power purchase agreements. Harris Energy and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Lead Case No. 23-21117) on March 16, 2023. In the petition signed by its chairman, William D. Harris, Harris Energy disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Katherine Maloney Perhach oversees the cases. The Debtors tapped Paul G. Swanson, Esq., at Swanson Sweet LLP as legal counsel. HARVEST MIDSTREAM I: Fitch Affirms BB- LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed Harvest Midstream I, L.P.'s (HMI) Long-Term Issuer Default Rating (IDR) at 'BB-' and the senior unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Stable. The ratings reflect HMI's increasing diversity of cash flows as a result of successful execution of its acquisition growth strategy. Recent acquisitions and increased growth capital spending are expected to stabilize the declining cash flow from TAPS and Four Corners in the near term. Concerns include reliance on acquisitions for growth, declining volumes in their two largest regions, limited size and scale, as well as significant counterparty concentration. Modest commodity price exposure, if unhedged, may represent a drag on the business in unexpected downside cases. KEY RATING DRIVERS Acquisitions and Spending Increase Scale and Diversification: Recent Paradigm and Alliance Terminal acquisitions bolstered the run rate EBITDA and compensated for dwindling revenues from TAPS and Four Corners. These acquisitions expanded HMI's presence in new geographic regions and enhanced customer diversification. HMI is also strategically deploying capital around the newly acquired assets to fully leverage their potential. Fitch anticipates the investments in Bakken, Texas and Louisiana and the reduction of partnership's exposure to TAPS (Alaska) and Four Corners to be positive given its expectation of continued revenue decline in those regions. Fitch also views the increasing oil focus as credit supportive in the near term given the volatility in natural gas prices. Moderate Leverage: HMI maintains low leverage and good interest coverage relative to midstream peers. Management is committed to a leverage target of 3.0x-3.5x and had been running at roughly 2.4x for two years prior to making the Paradigm acquisition in May 2023. Fitch has a neutral to slightly positive view on the transaction as the higher initial leverage is offset by incremental scale and stronger business mix with the addition of new customers and expanded footprints. Fitch believes that adherence to financial policy is critical to HMI's credit profile due to the partnership's acquisitive strategy, concentrated customer exposure and presence in mature conventional basins. HMI has been FCF positive and has a credit supportive financial policy. It essentially halted distributions in 2019 and 2020 when leverage exceeded the target level. Given the currently higher leverage and capex needs, Fitch expects HMI to remain committed to the leverage target and balance growth needs and distributions with debt reduction until leverage declines to approximately 3.5x in 2025. Counterparty Exposure/Concentration Risk: HMI has a diverse customer base of about 125 customers and the credit profile of its counterparties have been improving in recent years. However, counterparty risk continues to be a significant risk factor as approximately three-fifths of its net revenues are from non-investment-grade or unrated counterparties. Fitch views the high-yield E&P companies as not having the same downside protection to their cash flows as their investment-grade peers, and therefore are exposed to greater risk in a volatile commodities price environment. HMI's broader risk remains aligned to its E&P affiliates and largest counterparty, Hilcorp Energy I, L.P. (Hilcorp, NR), which represented approximately 45% of HMI's 1H23 net revenues, considerably lower than 2021 when 70% of the revenues were derived from Hilcorp. In general, the concentration risk is less of a concern with the increasing scale and profitability, as well as the generally improving credit profile, of upstream counterparties. Volumetric Risk Prevails Within Portfolio: Despite the high proportion of fee-based and regulated cost of service contracts, the contractual framework exposes the Partnership to high volumetric risk as the contracts contain minimal minimum volume commitment (MVCs). For 1H23, approximately 83% of the net revenues were from fixed-fee and cost of service contracts, with substantial exposure to TAPS and Four Corners. Fitch anticipates the decline in both regions will continue in the near term. Volumes can be further pressured by diminishing fossil fuels demand and domestic production in the long run, a risk Fitch expects to remain over the rating horizon. Fitch anticipates that HMI will persist in its acquisition strategy and increase marketing business to offset the decline in volumes associated with existing assets. Size and Scale: The partnership is geographically diversified, with presence in five distinct areas spread across the U.S., although much of the assets and operations concentration is limited to the San Juan basin and Alaska, which are expected to contribute roughly 35% and 25% of expected EBITDA respectively. According to Fitch, this operational concentration and modest size makes HMI vulnerable to an outsized event or pronounced slowdown in these two core regions. Although currently relatively small, EBITDA contributions from Eagle Ford (Texas), southern Louisiana and Bakken are expected to double in the forecast years following a series of acquisitions and continued investments in these regions, which will offset risk associated with regional concentration. Supportive Affiliate: Under common ownership, HMI supports Hilcorp with midstream services, handling a significant portion of Hilcorp's production. Of note, Hilcorp also transferred Harvest Alaska to HMI in January 2020 at no cost. In Fitch's view, Hilcorp directly benefits from the stable operations at HMI. While there is limited strategic interaction between the two entities, at this time Fitch expects HMI will continue to benefit from Hilcorp's support in the near to intermediate term. DERIVATION SUMMARY HMI is a medium-sized midstream partnership. The partnership may be distinguished from gathering and processing (G&P) companies with similar levels of indebtedness by HMI's highly acquisitive strategy and its presence in multiple operating regions. Many other similar sized G&P companies are heavily concentrated in only one producing basin or focusing on one commodity. Given HMI's acquisition growth strategy and regional diversity, Summit Midstream Partners, LP (Summit; B-/Stable) is a close peer. Summit has a similar business strategy with a footprint in seven distinctive regions including Williston, DJ, Permian, Utica, Marcellus, Barnett, and Piceance. Similar to Harvest, Summit is exposed to high volumetric risks and a substantial percentage of high-yield or non-rated producer customers. Summit is smaller in size. Its leverage was elevated to approximately 6.7x in 2022 due to end-of-year acquisitions of two G&P business in the Denver-Julesburg basin, and is expected to decline to roughly 5.2x in 2023. With a smaller sized credit facility and concentrated maturities in 2025 and 2026, Summit has lower financial flexibility in the near term. The smaller size, higher leverage and lower near-term financial flexibility account for the three-notch difference between Summit and HMI. KEY ASSUMPTIONS - Fitch price deck for West Texas Intermediate (WTI) oil price of $75/bbl in 2023, $70/bbl in 2024, $65/bbl in 2025, $60/bbl in 2026, and $57/bbl thereafter; - Fitch Price Deck for Henry Hub prices of $2.80/Mcf in 2023, $3.25/Mcf in 2024, $3.00/Mcf in 2025 and $2.75/Mcf thereafter; - Capex and distributions for 2023 in line with management guidance; - No normal distributions until leverage reaches high end of management leverage target; - No asset acquisitions or disposals assumed; - Base interest rates applicable to the partnership's outstanding variable rate debt obligations reflects the Fitch Global Economic Outlook. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Material change to earnings stability profile in terms of greater proportion of EBITDA derived from high growth basins and/or decreased volumetric exposure; - Meaningful improvement to counterparty credit profile and/or increase in scale, with EBITDA leverage expected to be sustained below 3.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA Leverage above 4.5x on a sustained basis; - Increases in capital spending and/or funding for acquisitions beyond Fitch's expectation that have negative consequences for the credit profile (e.g. if not funded with a balance of debt and equity); - An event that has a material negative effect on Hilcorp's credit profile or operations; - Material change to contractual arrangement and operating practices that negatively affect HMI's cash flow or earnings profile. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: The partnership had a total liquidity of approximately $173 million as of June 30, 2023. HMI had approximately $8 million cash on its balance sheet and $165 million available on its $700 million first lien secured credit facility. The revolving facility includes an $80 million sublimit for letters of credit (LC's). As of June 30, 2023, there were no outstanding LC's under the facility. The credit facility has a maturity date of Sept. 19, 2027. Covenants in the credit facility permit a maximum net secured leverage ratio of 3.5x and total leverage ratio of 5.25x. It also requires the partnership to maintain a minimum interest coverage ratio of 3.0x. As of June 30, 2023, HMI was in compliance with its covenants. Fitch expects HMI to generate FCF and maintain compliance with its covenants in the forecast period. Annual amortization of the $250 million term loan is $25 million. The term loan matures on Sept. 19, 2026 and Fitch expects HMI to roll the unpaid Term Loan balance into the revolving credit facility at maturity. HMI also has an $800 million 7.5% senior unsecured note maturing on Sept. 1, 2028. ISSUER PROFILE Harvest Midstream I, L.P. is a privately held midstream services partnership based in Houston that owns and holds interests in crude oil and natural gas pipelines, gas processing and treating plants, facilities and related equipment with presence in several geographic locations in North America, namely Alaska, the San Juan basin in Colorado and New Mexico, Louisiana, Texas, North Dakota and Ohio. ESG CONSIDERATIONS HMI has an ESG Relevance Score of '4' for Group Structure due to due to related party transactions with affiliate companies, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Harvest Midstream I, L.P. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- HORIZON KIDZ: Hires Larson & Zirzow as Reorganization Counsel ------------------------------------------------------------- Horizon Kidz, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Larson & Zirzow, LLC as its general reorganization counsel. The Debtor requires legal counsel to: (a) prepare reports and other legal papers in connection with the administration of the Debtor's bankruptcy estate; (b) take all actions in connection with a plan of reorganization and related documents and such further actions as may be required in connection with the administration of the estate; (c) take all necessary actions to protect and preserve the Debtor's estate, including the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the estate; and (d) perform all other necessary legal services to prosecute the Debtor's bankruptcy case. The firm will be paid at these rates: Zachariah Larson, Esq. $650 per hour Patricia Huelsman, Paralegal $275 per hour In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, Larson & Zirzow received the total sum of $11,738 for work reviewing and analyzing the company's financial situation and preparing for the Chapter 11 Case, as well as related expenses, including the filing fee for the case. The firm currently holds a balance of $18,262 in its trust account Matthew Zirzow, Esq., an attorney at Larson &Zirzow, 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: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. LARSON & ZIRZOW, LLC 850 E. Bonneville Ave. Las Vegas, NE 89101 Telephone: (702) 382-1170 Facsimile: (702) 382-1169 Email: mzirzow@lzlawnv.com zlarson@lzlawnv.com About Horizon Kidz Horizon Kidz, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-13890) on Sept. 7, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Hilary L. Barnes oversees the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC represents the Debtor as legal counsel. HUNTINGTON CAPITAL II: Fitch Affirms BB+ Rating on Preferred Notes ------------------------------------------------------------------ Fitch Ratings has affirmed the Long- and Short-Term Issuer Default Ratings (IDR) of Huntington Bancshares, Inc. (HBAN) and its operating subsidiary, The Huntington National Bank, at 'A-' and 'F1', respectively. The Rating Outlook remains Stable. Fitch also affirmed the bank's Viability Rating (VR) at 'a-'. Fitch has not incorporated in this action the long-term debt requirement proposed by the Federal Reserve Board, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. As this is still only a proposed rule, Fitch will convey how Fitch will incorporate the rule once it has been finalized. Fitch expects that all banks subject to this requirement will be able to comply with the rule as currently proposed within the allowable phase-in period. KEY RATING DRIVERS Affirmation Reflects Resilience: The affirmation of HBAN's IDR and its Stable Outlook reflects the bank's resilient core performance, diverse business model and growing franchise following the acquisition of TCF Financial. In Fitch's view, HBAN is positioned to weather unfavorable funding conditions and credit normalization over the rating horizon. Diverse Business Model; Deepening Franchise Footprint: HBAN benefits from a high degree of diversity in its business model with lending evenly split between commercial and consumer, the latter including significant positions in indirect auto and RV/marine vehicle lending. Additionally, the bank provides wealth management, private banking and asset management services. HBAN continues to build its franchise in its Midwest footprint. Risk Profile Appropriate for Rating: Fitch views HBAN's underwriting standards and risk controls as appropriate and commensurate with the size and complexity of the institution. The bank has continually tightened credit standards over the past decade and worked to de-risk volatile portions of the loan portfolio, such as oil and gas. Organic loan growth has been modest and is expected to remain controlled over the rating horizon due to a conservative approach to client selection. Normalization in Credit Expected: HBAN's credit performance remains solid through 1H23, with impaired loans to gross loans remaining well below the bank's four-year average and credit costs well below historical levels. However, Fitch expects normalization in credit metrics over the rating horizon, driven by worsen economic conditions and the elevated interest rate environment. NIM Compression Expected to Pressure Earnings: HBAN's operating profitability to risk weighted assets (RWA) remains strong through 1H23. However, accelerating funding costs are expected to drive continued net interest margin (NIM) compression and pressure net interest income downward through 2H23. This is expected to push profitability closer to long-term averages over time. Capital Growth Trend Expected to Continue: HBAN's capital profile remains solid given the bank's risk profile. At 2Q23, HBAN returned to the upper end of its operating rating for the CET1 ratio at 9.82%, following a decline during the merger with TCF in 2021. Given HBAN's strong capacity for capital accretion, Fitch expects the bank will continue to build CET1 into 2024. The potential impact of inclusion of AOCI in HBAN's regulatory capital calculation is manageable, with CET1 falling to 7.69% if included. Moderate Deposit Growth and Increased Funding Costs: HBAN's liquidity remains solid, deposits levels continuing to rise in contrast with most of its regional peers. The bank's funding profile benefits from being primarily core deposit funded with a diverse deposit base, as well as ample access to contingent liquidity. The bank's benchmark loan-to-deposit ratio increased slightly to 82% from its low point during the pandemic, but remains below historical levels. Funding cost increases have accelerated throughout 1H22, but deposit betas remain within expectations. Holding Company Equalized: HBAN's IDR and VR are equalized with those of its operating company, The Huntington National Bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its banking subsidiaries. The ratings are also equalized, reflecting the very close correlation between holding company and subsidiary default probabilities. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Negative pressure could be placed on HBAN's rating should there be evidence of outsized deterioration in the level or volatility of earnings, relative to peers. If rising funding costs or elevated credit costs were to drive operating profitability to RWA below 1.5% for multiple quarters, it could result in negative rating action. Likewise, a significant deterioration in asset quality could drive negative rating action. A sustained increase in impaired loans to gross loans above 2% or an increase in net chargeoffs materially above the bank's 25 bps to 45 bps operating range could pressure HBAN's ratings. Fitch expects HBAN will manage CET1 towards the upper half of its target range of 9%-10%. If CET1 were to drop below this range, absent a credible plan to build levels back into it, the bank's rating would likely be adversely impacted. Additionally, deterioration in the bank's funding and liquidity profile, such as an increase in loan-to-deposit ratio over pre-pandemic high of 93%, a significant increase in reliance on wholesale funding or a material increase in the usage of brokered deposits, could drive negative rating momentum. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade In Fitch's view, HBAN's are well situated and have limited upside over the Outlook horizon given performance in line with similarly rated peers and the bank's forecasted capital position. Over time, positive rating action could occur if HBAN were to demonstrate consistent and sustained earnings performance in line with higher rated peers, while strengthening its capital position above current target ranges and maintaining its prudent risk appetite and solid asset quality. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS Long- and Short-Term Deposit Ratings: The Huntington National Bank's long-term uninsured deposits are rated one notch higher than the bank's IDR as U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. Fitch rates The Huntington National Bank's short-term uninsured deposits 'F1' in accordance with its Bank Rating Criteria based on the bank's long-term deposit rating and Fitch's assessment of its funding and liquidity profile. Subordinated Debt and Other Hybrid Securities: Fitch has affirmed HBAN and The Huntington National Bank's subordinated debt at 'BBB+'. The ratings are notched one level below their VRs for loss severity. In accordance with the Bank Rating Criteria, this reflects alternative notching to the base case of two notches due to Fitch's view of U.S. regulators' resolution alternatives for entities such as HBAN and The Huntington National Bank, as well as early intervention options available to banking regulators under U.S. law. HBAN's preferred stock rating of 'BB+' is notched four levels below HBAN's VR, two times for loss severity and two times for non-performance. HBAN"s trust preferred securities are notched four levels below its VR, two times for loss severity and two times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments' non-performance and loss severity risk profiles and have been affirmed due to the affirmation of the VR. Government Support Rating: HBAN's Government Support Rating (GSR) is 'No Support' (ns). In Fitch's view, the probability of support is unlikely. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: Long- and Short-Term Deposit Ratings: The Huntington National Bank's Long-Term Deposit Rating is sensitive to any negative change to the bank's Long-Term IDR. The Huntington National Bank's Short-Term Deposit Rating is sensitive to negative changes to the company's Long-Term Deposit Rating and Fitch's assessment of the bank's funding and liquidity profile Subordinated Debt and Other Hybrid Securities: The ratings of HBAN's subordinated debt, trust preferred securities and preferred stock are sensitive to any negative change in HBAN's VR. The ratings of The Huntington National Bank's subordinated debt is sensitive to any negative change in the bank's VR. Ratings of subordinated debt would be sensitive to HBAN becoming subject to a more formalized resolution process as Fitch currently employs alternative notching for these instruments. Factors that could, individually or collectively, lead to positive rating action/upgrade: Long- and Short-Term Deposit Ratings: The Huntington National Bank's Long-Term Deposit Rating is sensitive to any positive change to the bank's Long-Term IDR. The Huntington National Bank's Short-Term Deposit Rating is sensitive to positive changes to the company's Long-Term Deposit Rating and Fitch's assessment of the bank's funding and liquidity profile Subordinated Debt and Other Hybrid Securities: The ratings of HBAN's subordinated debt, trust preferred securities and preferred stock are sensitive to any positive change in HBAN's VR. The ratings of The Huntington National Bank's subordinated debt is sensitive to any positive change in the bank's VR. Ratings of The Huntington National Bank's obligations and bank senior debt could be sensitive to imposition of long-term debt requirements. HBAN's GSR is 'ns', and there is limited likelihood that this rating will change over the foreseeable future. VR ADJUSTMENTS The VR has been assigned in line with the implied VR. The Capitalization and Leverage score of 'a-' has been assigned higher than the implied score of 'bbb' due to a positive adjustment for internal capital generation. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- The Huntington National Bank LT IDR A- Affirmed A- ST IDR F1 Affirmed F1 Viability a- Affirmed a- Government Support ns Affirmed ns senior unsecured LT A- Affirmed A- subordinated LT BBB+ Affirmed BBB+ long-term deposits LT A Affirmed A short-term deposits ST F1 Affirmed F1 Huntington Capital II preferred LT BB+ Affirmed BB+ Huntington Capital I preferred LT BB+ Affirmed BB+ Huntington Bancshares Incorporated LT IDR A- Affirmed A- ST IDR F1 Affirmed F1 Viability a- Affirmed a- Government Support ns Affirmed ns senior unsecured LT A- Affirmed A- subordinated LT BBB+ Affirmed BBB+ preferred LT BB+ Affirmed BB+ Sky Financial Capital Trust IV preferred LT BB+ Affirmed BB+ Sky Financial Capital Trust III preferred LT BB+ Affirmed BB+ IMEDIA BRANDS: Unsecureds to Recover Up to 2% of Claims in Plan --------------------------------------------------------------- Legacy IMBDS, Inc. (f/k/a iMedia Brands, Inc.) and its debtor Affiliates, filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Joint Chapter 11 Plan of Liquidation and Disclosure Statement dated October 10, 2023. As of the Petition Date, the Company was a leading interactive media company capitalizing on the convergence of entertainment, ecommerce, and advertising. Prior to the closing of the Sale, the Company operated and reported three operating business segments: (i) entertainment; (ii) consumer brands; and (iii) media commerce services, and employed approximately 700 employees in the United States, Canada, and Germany between the Debtors and their non-Debtor subsidiaries, including approximately 600 individuals employed by the Debtors. As a result of continued postpetition outreach, the Debtors received twelve (12) additional proposals to purchase some or substantially all of the Debtors' assets, including indications of interest from Kinbow IM Holdings, Inc., Apparel Solutions Inc., and the Buyer. The Debtors ultimately received 3 bids from potential bidders as of the Bid Deadline (inclusive of bids submitted by RNN and the Buyer), and determined, in consultation with the Consultation Parties, that both bids submitted by RNN and the Buyer's qualified as "Qualifying Bids" and designated the Buyer's Qualifying Bid as the baseline bid for purposes of the Auction in accordance with the Bidding Procedures. On the Auction Date, the Debtors held the Auction at the New York office of Ropes & Gray LLP. No overbid was submitted at the Auction, and the Debtors designated the Buyer as the winning bidder and RNN as the back-up bidder. Accordingly, on August 11, 2023, the Debtors filed the Notice of Winning Bidder and Back-Up Bidder and Adequate Assurance of Future Performance with Respect to Proposed Assumption and Assignment of Executory Contracts and Unexpired Leases of the Debtors. Following the conclusion of the Auction, the Debtors continued to work diligently with the Buyer to finalize the Purchase Agreement and obtain approval of the Sale. In connection therewith, the Bankruptcy Court held a hearing on August 14, 2023, to, among other things, consider the Sale and entered the Sale Order approving the same on August 15, 2023. "Buyer" means IV Media, LLC, together with its successors and permitted assigns. This Plan is a joint plan for each of the Debtors and presents together Classes of Claims against, and Interests in, the Debtors. The Plan does not provide for the substantive consolidation of the Debtors. Class 4 consists of the Unsecured Claims, including any Claim held by Synacor or C&B Newco, LLC against any Debtor. Each Holder of an Allowed Unsecured Claim shall receive a beneficial interest in the Liquidating Trust entitling such Holder to such Holder's Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 4) of the Unsecured Claims Distribution Proceeds, if any. Class 4 is Impaired under the Plan. This Class will receive a distribution of 0% to 2% of their allowed claims. Class 8 consists of all Interests in Legacy IMBDS. Interests in Legacy IMBDS will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and Holders of Interests in Legacy IMBDS will not receive any distribution on account of such Interests in Legacy IMBDS. Class 8 is Impaired under the Plan. The Liquidating Trust Assets shall be used to fund the distributions to Holders of Allowed Claims against the Debtors in accordance with the treatment of such Claims provided pursuant to the Plan and subject to the terms provided herein. On or prior to the Effective Date, the Debtors, on their own behalf and on behalf of the Beneficiaries, will execute the Liquidating Trust Agreement and will take all other steps necessary to establish the Liquidating Trust pursuant to the Liquidating Trust Agreement. On the Effective Date, and in accordance with and pursuant to the terms of the Plan, the Debtors will transfer to the Liquidating Trust all of their rights, title, and interests in all of the Liquidating Trust Assets. A full-text copy of the Combined Plan and Disclosure Statement dated October 10, 2023 is available at https://urlcurt.com/u?l=QCbJOI from Stretto Inc., claims agent. Counsel for Debtors: Ryan Preston Dahl, Esq. Cristine Pirro Schwarzman, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 Email: ryan.dahl@ropesgray.com cristine.schwarzman@ropesgray.com - and - ROPES & GRAY LLP Stephen L. Iacov, Esq. Jeramy D. Webb, Esq. 191 North Wacker Drive, 32nd Floor Chicago, Illinois 60606 Telephone: (312) 845-1200 Facsimile: (312) 845-5500 E-mail: stephen.iacovo@ropesgray.com jeramy.webb@ropesgray.com PACHULSKI STANG ZIEHL & JONES LLP Laura Davis Jones, Esq. Timothy P. Cairns, Esq. 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: ljones@pszjlaw.com tcairns@pszjlaw.com About iMedia Brands iMedia Brands, Inc. is an interactive, global media company that offers, manages, and markets merchandise, including men's and women's accessories and apparel, under owned and third-party brands through various entertainment, e-commerce, and digital service platforms. iMedia Brands and 11 of its affiliates filed for bankruptcy protection on June 28, 2023 (Bankr. D. Del., Lead Case No. 23-10852). The petitions were signed by James Alt as chief transformation officer. The Debtors reported as of April 29, 2023, total assets of $272,596,462 and total liabilities of $373,713,748. Judge Karen B. Owens oversees the case. The Debtors tapped Ropes & Gray, LLP and Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsels; Huron Consulting Services, LLC as financial advisor; Lincoln Partners Advisors, LLC as investment banker; and Stretto, Inc. as notice, claims and administrative agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as legal counsel and AlixPartners, LLP as financial advisor. IMPERVA INC: Fitch Puts 'B-' LongTerm IDR on Watch Positive ----------------------------------------------------------- Fitch Ratings has placed Imperva, Inc.'s ratings, including the Long-Term Issuer Default Rating (IDR) of 'B-', $80 million first-lien secured revolver and $873 million (as of June 2023) first-lien secured term loan of 'B'/'RR3', and the $290 million second-lien secured term loan of 'CCC'/'RR6' on Rating Watch Positive. In July 2023, the private equity owner, Thoma Bravo, announced that it had agreed to sell 100% of Imperva to Thales for an enterprise value of $3.6 billion. The Rating Watch Positive reflects Fitch's view that Thales has stronger credit qualities than those of Imperva's and Fitch expects that the outstanding debt will be fully repaid upon closing of the transaction by the beginning of 2024. In the event that the closing of the transaction is delayed, Fitch expects the sponsor to provide support by paying off the outstanding revolving credit facility or to extend the maturing revolving credit facility. KEY RATING DRIVERS Change of Control: French aerospace and defense group Thales is acquiring cybersecurity company Imperva from Thoma Bravo in a deal worth $3.6 billion. Closing of the transaction is expected by the beginning of 2024, upon completion of customary anti-trust and regulatory approvals. According to the credit agreement with the change of control, Fitch expects Imperva's outstanding debt to be fully repaid. Strategic Initiatives Stress Near-Term Credit Metrics: Imperva has mostly completed an investment cycle to upgrade its product and technology platforms and its GTM organizations that resulted in short-term depressed profitability. Fitch expects revenue growth and profitability to resume normalized levels during second half of 2023 as GTM efforts gain efficiency and upgraded technology platforms regain long-term competitiveness. Elevated Leverage Profile: Imperva's financial leverage is high for the rating category. Beyond the near-term profitability pressure resulting from its strategic initiatives, Fitch expects the company's financial leverage to remain elevated over the rating horizon given its private equity ownership. Fitch expects excess cash flow to be prioritized towards incremental tuck-in acquisitions rather than voluntary debt reduction. Secular Tailwind Supporting Growth: Imperva is exposed to sub-segments of the IT security industry that are forecast to have CAGR in the mid-teens in a normal economic environment. These sub-segments include Web Application and API Protection (WAAP), Distributed Denial of Service (DDoS), Runtime Application Self-Protection (RASP) and Data Security. The importance of these sub-segments has been elevated in recent years as user mobility and IT architecture have evolved and blurred the network boundaries between on-premise infrastructure and the cloud, resulting in traditional network firewalls being less effective. New threat detection methods are intended to complement legacy IT security measures. Fitch believes the rising adoption of cloud computing would continue to drive demand growth for these IT security services as IT workloads increasingly reside in a hybrid IT world. Leader in Niche Sub-segments: According to third-party industry research, Imperva is perceived as a leader in WAAP, DDoS, and RASP. Fitch believes Imperva's leadership position in these markets would enable the company to capitalize on the secular industry growth. While larger competitors such as Akamai Technologies, Inc., F5 Networks, Inc., Cloudflare, Fortinet, and Amazon Web Services (AWS) exist for different solutions, the competing solutions have generally evolved from adjacent services. Fitch believes Imperva's purpose-built solutions to address these niche sub-segments provide greater product performance. In Fitch's view, this is a competitive advantage for Imperva as demonstrated by its strong presence in various industry verticals. High Revenue Retention Rate and Recurring Revenue: Imperva's net revenue retention rate has consistently been high implying sticky products with high switching costs. In addition, the company has been shifting its revenue structure to be more recurring by migrating customers to subscriptions from licenses. The high revenue retention and recurring revenue enhances the predictability of Imperva's financial performance and increases the lifetime value of customers. Diversified Customer Base: The company's products are adopted by over 6,000 enterprise customers across a wide range of industry verticals, including: financial services, healthcare, technology, retail, and telecom. The diversification across customers and industry verticals effectively minimizes customer concentration risks and reduces revenue volatility through economic cycles. Fitch views such characteristics favorably as it reduces risks in the context of secular industry growth. DERIVATION SUMMARY Fitch's ratings are supported by Imperva's leadership in the growing enterprise IT and data security industry. Fitch expects the growth for the product category to see CAGR in the mid-teens in a normal economic environment. In the near term, the ongoing strategic initiatives are expected to temporarily stress Imperva credit protection metrics. The financial structure for the company is aggressive for the rating category and weakens the credit protection metrics. In the longer term, as a leader in this product category, Fitch expects Imperva to capitalize on the category growth. Imperva's purpose-built solutions complement existing network firewalls being used by enterprise customers to protect an increasingly mobile user base and evolving network architecture that incorporates cloud adoptions. Imperva's focus around the emerging niche category enables the company to offer products that are superior to competing products as demonstrated by its over 6,000 enterprise customers. The high revenue retention and increasing recurring revenue from subscription provide a high level of predictability for its operations. At the IT security industry level, Fitch believes the heightened awareness of IT security risks arising from high profile security breaches in recent years provide support for the secular growth of the industry. Imperva was acquired by Thoma Bravo in 1Q19 for $2.1 billion financed with $1.05 billion in term loans and remainder from equity contribution and cash on balance sheet. Fitch estimates Imperva's gross leverage to remain above 11x through 2023 and trend down to approximately 6.8x by 2026 primarily through EBITDA growth. Given the high financial leverage, Fitch views Imperva's financial flexibility relatively more constrained than peers in the technology sector. Imperva's industry expertise, revenue scale, leverage and liquidity profile are consistent with the 'B-' rating category. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenue growth high-single digits; - EBITDA margins depressed in 2023 then return to normalized levels starting in 2023; - Capital intensity held near 1.5% of revenue; - No dividend payments throughout 2027; - Aggregate acquisitions of $50 million through 2026; - SOFR rates of 4.70%, 4.75%, and 3.76% in 2023, 2024, and 2025, respectively; - Outstanding term loan and revolver balance fully refinanced. KEY RECOVERY RATING ASSUMPTIONS - The recovery analysis assumes that Imperva would be reorganized as a going-concern in bankruptcy rather than liquidated. - Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach - The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level that should be approaching industry norm while incorporating the risks associated with necessary operational improvements, upon which Fitch bases the enterprise valuation. - In estimating a distressed enterprise value (EV) for Imperva, Fitch assumes a combination of customer churn and margin compression on lower revenue scale in a distressed scenario to result in approximately 10% revenue decline leading to a going concern EBITDA that is approximately 15% lower relative to June 2023 LTM adjusted EBTIDA. - An EV multiple of 7x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of this multiple considered the following factors: - The median reorganization enterprise value/EBITDA multiple for the 71 TMT bankruptcy cases that had sufficient information for an exit multiple estimate to be calculated was 5.9x. Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x, and 5.5x, respectively. - The highly recurring nature of Imperva's revenue and FCF characteristics support the high-end of the range. - After applying the 10% administrative claim, adjusted EV of $570 million is available for claims by creditors resulting in'RR3' for the first lien revolver and term loan and 'RR6' for the second lien term loan. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: In the event that the transaction is not closed, the following could lead to positive rating action: - (CFO-Capex)/Debt ratio sustaining above 3%; - Fitch's expectation that EBITDA leverage sustaining below 7.5x; - Sequential EBITDA margin expansion after 2023; - Organic revenue growth sustaining above high-single digits. Factors that could, individually or collectively, lead to negative rating action/downgrade: - In the event the closing of the transaction is delayed, the company is not able to extend the maturing revolving credit facility and the lack of support from the PE sponsor. - Fitch's expectation that (CFO-Capex)/Debt ratio sustaining below 0%; - EBITDA coverage sustaining below 1.25x; - Organic revenue growth sustaining near or below 0%; - Evidence of eroding customer retention reflecting weakening market position. LIQUIDITY AND DEBT STRUCTURE Limited Liquidity: The company has adequate liquidity as evidenced by over $35 million of cash on hand as of June 30, 2023. Imperva's FCF generation is currently suppressed due to strategic initiatives to invest in product and technology platform and GTM organizations. The company's liquidity is projected to be limited due to negative FCF generation in 2023 and 2024. Liquidity is largely constrained by a significant interest expense burden. Debt Structure: Imperva has about $1.2 billion of outstanding debt on its books, separated into a secured first lien, secured second lien term loans and partial use of revolver. The $873 million first lien secured term loan is due January 2026, and the $290 million second lien secured term loan is due January 2027. As of June 2023, Imperva has a partially drawn RCF that matures in January 2024. Fitch expects all outstanding debt to be repaid upon closing of the acquisition by Thales. ISSUER PROFILE Imperva is a global provider of cyber-security solutions that protect business-critical data and applications whether on-premise, in the cloud, or in a hybrid environment. The company serves over 6,000 enterprise customers in more than 100 countries. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Imperva Inc. LT IDR B- Rating Watch On B- senior secured LT B Rating Watch On RR3 B Senior Secured 2nd Lien LT CCC Rating Watch On RR6 CCC IVCINYA COMPANY: Unsecureds Will Get 1.46% of Claims in 60 Months ----------------------------------------------------------------- Ivcinya Company LLC filed with the U.S. Bankruptcy Court for the Central District of California a Chapter 11 Plan of Reorganization dated October 9, 2023. The Debtor is a California LLC, formed in February 2015. Randy Johnson is the sole managing member of the Debtor. The Debtor provides trucking services throughout Southern California. This case was filed so that the Debtor could obtain a breathing spell from collection efforts of its creditors and to obtain a complete financial reorganization via a structured payment plan that addresses each of its debts. The Debtor has determined to immediately reduce expenses by returning four vehicles (four will remain). Additionally, the Debtor has diversified its business by purchasing a 2022 Chevy Suburban and is working on obtaining requisite licensing to be able to provide high-end "black car" chauffeur services. Class 8 consists of General Unsecured Claims. In the present case, the Debtor estimates that general unsecured debts total approximately $411,352. The amount includes the claims held by Fora Financial and Forward Financing. This Class is impaired. The Debtor will pay general unsecured creditors a total of $6,000 over 60 months, at $100 per month, on a pro rata basis; this is estimated to pay approximately 1.46% of each claim. In addition, Class 8 will receive annual lump sum payments of a percentage of the Debtor's net annual income. This proposed equitable treatment ensures that the unsecured creditors share in any increases in the Debtor's profits. The net annual income means net profits (gross revenue less COGS and operating expenses) minus working capital of no less than $15,000. The annual disbursement will be paid by May 15th of the following calendar year to correspond and coordinate with the preparation and filing of the Debtor's tax returns. The Debtor's owner will retain his ownership interest in the Debtor. The Debtor will fund the Plan from the operation of its business and the funds that it has/will have accumulated in its DIP bank accounts; and declaration of Randy Johnson in support. A full-text copy of the Chapter 11 Plan dated October 9, 2023 is available at https://urlcurt.com/u?l=dHyoKL from PacerMonitor.com at no charge. Attorneys for Debtor: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RHM Law, LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: roksana@RHMFirm.com matt@RHMFirm.com About Ivcinya Company Ivcinya Company, LLC is a trucking company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14313) on July 11, 2023. In the petition signed by Randy Johnson, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Neil W. Bason oversees the case. Matthew D. Resnik, Esq., at RHM LAW, LLP, is the Debtor's legal counsel. IXS HOLDINGS: $600MM Bank Debt Trades at 20% Discount ----------------------------------------------------- Participations in a syndicated loan under which IXS Holdings Inc is a borrower were trading in the secondary market around 80.3 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $600.1 million facility is a Term loan that is scheduled to mature on March 5, 2027. The amount is fully drawn and outstanding. IXS Holding, Inc., headquartered in Huntsville, Ala., is a parent company of Innovative Accessories & Services LLC. Through its subsidiaries, IXS provides protective coatings for pick-up truck beds, as well as a wide range of other up-fit services and accessories to automotive manufacturers. JAX SERVICE: Unsecureds to Split $42,500 over 60 Months ------------------------------------------------------- Jax Service Center, LLC, submitted a Third Amended Plan of Reorganization dated October 10, 2023. This Third Amended Plan of Reorganization proposes to pay creditors of the Debtor from Debtor's cash flow from operations and future income. This Third Amended Small Business Subchapter V Plan reflects the projected increase in vehicle sales income while keeping expenses below the former amounts. In addition, Debtor is now also receiving an additional $3,000.00 per month from its association with U-Haul. Creditors in Class 5 will receive distributions which the proponent of this Plan has valued at approximately 5 cents on the dollar. This Plan also provides for payment of Administrative Expense and Priority Claims. Said Claims will be paid in full on or within 90 days of the Effective date of this Plan, or by agreement with the Payee, subject to approval of the Court. Class 5 consists of General Unsecured Claims. All Class 5 Claims shall be paid as wholly unsecured claims. Debtor will pay an amount equal to approximately 5% of all allowed Class 5 claims. Payment of Class 5 claims will begin 30 Days after the Effective Date and continue thereafter for 60 months or until paid 5% of their Claims. Unsecured creditors, except those with total Plan payouts of $275 or less will receive a pro rata portion of the monthly unsecured payment which will be $450.00. In addition, any recovered preferential payments will be paid to unsecured creditors pro rata. Allowed unsecured claims where Plan payout of 5% equals $275 or less will be paid in full within 30 days after the Effective Date. There will be a total payout of approximately $42,500.00 to unsecured creditors. Equity Interest holders shall receive 100% of the shareholder interests in the reorganized Debtor. The Plan will be implemented by the Debtor remitting payment to creditors from the Debtor's cash flow derived from income from plumbing, heating and air conditioning clients. Upon Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures, and equipment, will revert free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. A full-text copy of the Third Amended Plan dated October 10, 2023 is available at https://urlcurt.com/u?l=7VWno2 from PacerMonitor.com at no charge. Attorneys for Debtor: Peter A. Orville, Esq. Orville & McDonald Law, PC 30 Riverside Dr. Binghamton, NY 13905 Telephone: (607) 770-1007 About Jax Service Center Jax Service Center, LLC, operates an automobile service center, dealership and transport company. Jax Service was formed as a limited liability company on February 25, 2014. Jax Service Center sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 22-30821) on Dec. 13, 2022. In the petition signed by Sean Smith, owner, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Wendy A. Kinsella oversees the case. Peter A. Orville, Esq., at Orville & McDonald Law, P.C., is the Debtor's legal counsel. JENKAM BUILDERS: Seeks to Tap Joyce W. Lindauer as Legal Counsel ---------------------------------------------------------------- Jenkam Builders, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Joyce W. Lindauer Attorney, PLLC. The Debtor requires legal counsel to effectuate a reorganization, propose a Chapter 11 plan of reorganization, and effectively move forward in its bankruptcy proceeding. The hourly rates of the firm's counsel and staff are as follows: Joyce W. Lindauer, Esq. $475 Sydney Ollar, Associate Attorney $250 Laurance Boyd, Associate Attorney $235 Dian Gwinnup, Paralegal $210 Other Paralegals/Legal Assistants $65 - $210 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $21,800 from the Debtor. Joyce Lindauer, Esq., the owner of the firm, 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: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Jenkam Builders Jenkam Builders, LLC filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-31960) on Sept. 4, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Scott W. Everett oversees the case. Joyce W. Lindauer of Joyce W. Lindauer Attorney, PLLC represents the Debtor as legal counsel. JLM COUTURE: Seeks to Hire Cross & Simon as Bankruptcy Counsel -------------------------------------------------------------- JLM Couture, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cross & Simon, LLC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Christopher P. Simon $695 Kevin S. Mann $595 Stephanie MacDonald, Paralegal $230 In addition, the firm will seek reimbursement for expenses incurred. On June 15, the firm received a retainer of $10,000. It received supplemental retainers of $2,475 on Aug. 17 and $9,467.21 on Oct. 2. Kevin Mann, Esq., an attorney at Cross & Simon, 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 S. Mann, Esq. Cross & Simon, LLC 1105 N. Market Street, Suite 901 Wilmington, DE 19801 Telephone: (302) 777-4200 Email: kmann@crosslaw.com About JLM Couture JLM Couture, Inc. operates a bridal design and manufacturing business in New York. It operates 12 collections, nine of which are bridal lines, one bridesmaid line and one flower girl line. JLM Couture filed its voluntary petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case Nos. 23-11659) on Oct. 2, 2023, with $2,850,196 in total assets and $2,115,305 in total liabilities. Joseph L. Murphy, president, signed the petition. Judge J. Kate Stickles oversees the case. The Debtor tapped Cross & Simon, LLC as its legal counsel. KATANA ELECTRONICS: Disposable Income to Fund Plan -------------------------------------------------- Katana Electronics, LLC, filed with the U.S. Bankruptcy Court for the District of Utah a Plan of Reorganization for Small Business dated October 10, 2023. The Debtor was formed in June of 2009. The Debtor's principal Shaher Hawatmeh had been involved in the electronic manufacturing industry for several decades prior to 2009. For the past 14 years in business, Debtor has contracted with government entities mostly in the defense department, private business, and quasi government communications agencies to provide elite level electronic manufacturing. The Debtor experienced revenue ups and downs as contracts were received and expired; however, for the most part business income remained profitable. Debtor began to fall behind on payroll, payroll taxes, and almost all its other creditors by the Spring of 2023. Tencell, LLC, the Debtor's only judgment creditor besides Rocky Mountain Power, would not work with the Debtor on a reasonable payment plan. Despite all of the Debtor's property being encumbered by the SBA's UCC-1, Tencell, LLC sought a writ of replevin, which forced the Debtor into bankruptcy. The Plan Proponent's financial projections show that the Debtor will have projected disposable income $5,000.00. The final Plan payment is expected to be paid on July 2028. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations and future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately .02% cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. All claims in Class 3 shall receive the pro rata distribution of all disposable income during the life of the plan, which is estimated to be $4,978.80. This Class is impaired. Debtor shall make monthly plan payments of $5,000.00 a month to satisfy its obligation to Classes of Creditors. Unsecured creditor will receive their portion of the plan payment in accordance with their classification and pursuant to the pro rata portion of their claims, unsecured creditor shall receive no less than $4,978.80 total. The Debtor shall retain all property of the estate during the implementation of the Plan. Debtor shall provide all disposable income to the Plan from its regular monthly operations. A full-text copy of the Plan of Reorganization dated October 10, 2023 is available at https://urlcurt.com/u?l=mDMAVs from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Ted F. Stokes, Esq. Stokes Law, PLLC 2072 North Main Suite 102 North Logan, UT 84341 Tel: (435) 213-4771 Fax: (888) 443-1529 Email: ted@stokeslawpllc.com About Katana Electronics Katana Electronics, LLC, is an electronics manufacturing company specializing in circuit boards and other electronic hardware. Katana Electronics filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 23-22919) on July 11, 2023, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Brian Rothschild, Esq., has been appointed as Subchapter V trustee. Judge Kevin R. Anderson oversees the case. The Debtor tapped Theodore Floyd Stokes, Esq., at Stokes Law PLLC, as legal counsel and Beynon & Associates, Inc. as accountant. KENT SEITZ: Updates Projections & Liquidation Analysis; Amends Plan ------------------------------------------------------------------- Kent Seitz, MD, PA, submitted an Amended Plan of Reorganization dated October 10, 2023. The only substantive changes made by the Amended Plan are to the Projections at Exhibit 1 and the Liquidation Analysis at Exhibit 2. Through this Plan, the Debtor intends to restructure its debt to pay creditors, improve cash flow, and commit its disposable income to its unsecured creditors for five years. As shown in the attached Liquidation Analysis, this Plan will result in payments to creditors in an amount greater than the same creditors would receive under Chapter 7 of the Bankruptcy Code. You should consult your attorney, accountant, or financial advisor if you have any questions about the Liquidation Analysis. As shown in the included Financial Projections, the Debtor is able to make the required payments under the Plan. Like in the prior iteration of the Plan, Allowed General Unsecured Creditors shall be paid a Pro Rata share of the Reorganized Debtor's projected disposable income for the years ending in 2023, 2024, 2025, 2026, and 2027 with payments being made on or before June 30 of 2024, 2025, 2026, 2027, and 2028. All Equity Interests held prior to the Petition Date shall be retained. The Plan contemplates that distributions will be funded by revenues generated during the Debtor's post-petition operations, the Seitzs' Settlement, and the Reorganized Debtor's future revenue. A full-text copy of the Amended Plan dated October 10, 2023 is available at https://urlcurt.com/u?l=qbhR23 from PacerMonitor.com at no charge. Debtor's Counsel: Rashad Blossom, Esq. BLOSSOM LAW PLLC 301 S. McDowell St. Suite 1103 Charlotte, NC 28204 Tel: 704-256-7766 Fax: 704-486-5952 Email: rblossom@blossomlaw.com About Kent Seitz Kent Seitz, MD PA, operates a health care business. Kent Seitz, MD PA, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 23-30391) on June 19, 2023, with $0 to $50,000 in assets and $1 million to $10 million in liabilities. Kent Seitz, MD, president/CEO, signed the petition. Judge Laura T. Beyer oversees the case. Rashad Blossom, Esq. of BLOSSOM LAW PLLC, is the Debtor's legal counsel. KEYCORP CAPITAL III: Fitch Lowers Rating on Preferred Notes to BB ----------------------------------------------------------------- Fitch Ratings has downgraded Keycorp's (KEY) and KeyBank National Association's (KBNA) Long-Term Issuer Default Ratings (IDRs) to 'BBB+' from 'A-', with a Stable Rating Outlook. Similarly, Fitch has downgraded KEY and KBNA's common Viability Ratings to 'bbb+' from 'a-'. KEY and KBNA's Short-Term IDRs were also downgraded to 'F2' from 'F1'. KEY RATING DRIVERS Fitch has not incorporated in this action the long-term debt requirement proposed by the Federal Reserve Board, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. As this is still only a proposed rule, Fitch will convey how Fitch will incorporate it once it has been finalized. Fitch expects that all banks subject to this requirement, including KEY, will be able to comply with the rule as currently proposed within the allowable phase-in period. Challenging Revenue Environment: Today's rating action reflects Fitch's expectation that unfavorable funding conditions will challenge KEY's earnings power, internal capital generation and capacity to build liquidity buffers over the rating horizon. Although Fitch views deposit outflows and deposit migration trends as mature, sustained restrictive monetary policy could challenge revenue growth over the rating horizon. This is mitigated by KEY's balance sheet optimization strategy to reduce loan growth, manage down risk-weighted assets and paydown higher cost wholesale funding. Middle Market Franchise Strength: KEY's market position and franchise strength derive primarily from its relationship-focused middle market commercial platform, which includes traditional banking, as well as investment banking and loan servicing capabilities. Fitch's assessment of KEY's business profile incorporates a challenging environment for the deposit franchise, partly mitigated by KEY's notable non-interest income contribution to revenues, and improving conditions for fee income, particularly in investment banking services. Earnings Negatively Impacted by Hedging Portfolio: Fitch has traditionally viewed KEY's conservative underwriting and historically low credit losses as underpinning its Risk Profile. These strengths are balanced by the firm's challenged interest rate risk management. As of 2Q23, KEY had a hedge portfolio (including loan floors, but excluding LIBOR and SOFR swaps to manage the transition from LIBOR) of approximately $52.5 billion. However, in the current environment, hedges have acted as a drag on earnings, reducing net interest income by $340 million in 2Q23. KEY has communicated it plans to allow its short-dated treasury and swap positions to mature without replacement. Expected Resilience in Asset Quality: Fitch has consistently viewed Key's asset quality as a ratings strength and expects that KEY will continue to outperform the peer median from a credit loss perspective. KEY's 2Q23 impaired loan ratio of 58 basis points, and its net charge off ratio of 16 basis points (as calculated by Fitch), is among the lowest in its peer group with a favorable pace of credit normalization compared to peers. As of 2Q23, total CRE exposure represented 13% of loans but was concentrated in relatively less risky multifamily, with office representing less than 1% of loans. Expected Earnings Pressure Anchors Rating: Fitch expects KEY's core profitability measures to benchmark in the 'bbb' category over the rating horizon, reflecting a prolonged period of restrictive monetary policy, and normalizing credit costs against a backdrop of a slowing economy. KEY's announced balance sheet optimization measures to build liquidity and capital will likely be neutral to negative for revenue growth over the near term, with upside potential if conditions for investment banking improve. KEY's efficiency ratio rose to 67.5% in 2Q23, which was above the peer median of 60.2%. KEY has guided to an improved efficiency ratio over the coming quarters as it maintains costs at stable levels while improving revenue generation. Adequate Capitalization: KEY manages its capital to a long-term target CET1 ratio range of 9.0%-9.5%, which Fitch views as adequate in light of the firm's risk profile. KEY's relatively low internal capital generation capacity, moderate dividend, and below-peer reserve coverage, constrain its ability to rapidly build loss-absorption capacity, should it be necessary. As of 2Q23, its regulatory CET1 ratio was 9.3%, up from 9.1% at YE2022, moderately below the peer median of 10.0%. KEY's balance sheet optimization strategy is expected to reduce risk-weighted assets and increase capitalization measures over the near term. Higher Wholesale Funding Reliance: As of 2Q23, KEY reported a loan-to-deposit ratio of 82.9%, modestly higher than the peer median of 81.0% and down from the year-end 2022 level of 84.4%. The share of brokered deposits (approximately 6%) was in line with the peer median. Like peers, a decline in non-interest-bearing deposits and an increase in wholesale funding reliance has driven a rise in cost of funds. KEY's contingent liquidity position also weakened moderately, as cash and contingent liquidity (excluding borrowing capacity at the Fed) declined to approximately 17% of total deposits, from roughly 30% at YE2022. Holding Company Notching: KEY's holding company VR is equalized with KeyBank, N.A.'s VRs due to sufficient liquidity management. While KEY's common equity double leverage has increased above 120% due to unrealized losses reflected in AOCI. Fitch does not believe the increase in double leverage indicates a higher holding company debt burden. Fitch also believes KEY maintains a sufficient liquidity buffer at the holding company to cover upcoming cash outflows that mitigate a higher level of double leverage. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade KEY's earnings profile is well positioned at the current rating level. However, a sustained deterioration in operating profitability as a share of risk weighted assets (below 0.5%) for multiple quarters, could result in negative rating action. A decline in KEYs liquidity position, such that available liquidity coverage (excluding borrowing capacity at the Fed) declined below a majority of uninsured and uncollateralized deposits, could be negative for the rating. KEY's ratings could be negatively affected if its Common Equity Tier 1 (CET1) were to decline below 9% for several quarters without a credible plan to build it back within KEY's 9.0% to 9.5% target range. Evidence of deterioration in asset quality, including an increase in impaired loans above 2% of gross loans, could prompt a negative rating action. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stronger than anticipated revenue growth, in conjunction with the maintenance of KEY's risk appetite and adequate capital and liquidity buffers, could provide upside ratings potential, particularly if operating profit, as a share of risk weighted assets, increased above 1.5% over a sustained period. Evidence of improved franchise strength through higher loan and deposit pricing power would support positive ratings momentum. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS Per Fitch's Bank Rating Criteria, KEY's preferred stock rating of 'BB' is notched four levels below KEY's VR, two notches for loss severity and two notches for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments' non-performance and loss severity risk profiles. KeyBank N.A.'s (KBNA) long-term deposits are rated one notch higher than its long-term IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KBNA's short-term deposits are rated 'F2' in accordance with Fitch's Bank Rating Criteria based on KBNA's long-term deposit rating and Fitch's assessment of KEY's funding and liquidity profile. KBNA's subordinated debt is notched one level below its VR for loss severity. In accordance with Fitch's Bank Rating Criteria, this reflects alternate notching to the base case of two notches due to its view of U.S. regulators' resolution alternatives for an entity like KBNA as well as early intervention options available to banking regulators under U.S. law. This reflects one notch for loss severity and no notches for non-performance. KEY and KBNA's GSRs of 'ns' reflect Fitch's view that senior creditors cannot rely on receiving full extraordinary support from the sovereign in the event that KEY becomes non-viable. In Fitch's view, Dodd-Frank Orderly Liquidation Authority legislation provides a framework for resolving banks that are likely to require holding company senior creditors participating in losses, if necessary, instead of/or ahead of the company receiving sovereign support. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES KEY and KBNA's senior debt-level ratings are generally sensitive to changes in the respective entities' LT IDRs. Ratings of KBNA senior debt could be sensitive to imposition of long-term debt requirements. KEY's and its subsidiaries' preferred stock and subordinated debt ratings would be sensitive to changes in its VR. Ratings of subordinated debt would be sensitive to KEY becoming subject to more formalized resolution process as Fitch currently employs alternative notching for these instruments. KBNA's short-term deposit rating is also sensitive to the company's long-term deposit rating and Fitch's assessment of KEY's funding and liquidity profile. KEY's and KBNA's GSR would be sensitive to any change in Fitch's view of U.S. sovereign support, which Fitch views as unlikely. SUBSIDIARIES & AFFILIATES: KEY RATING DRIVERS The Viability Ratings (VRs) of KBNA and KEY are equalized, reflecting the correlated performance or failure rate for the group as a whole. All U.S. bank subsidiaries carry a common VR regardless of size as U.S. banks are cross-guaranteed under the Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA). SUBSIDIARIES AND AFFILIATES: RATING SENSITIVITIES KBNA's Long-Term IDR could be sensitive to imposition of long-term debt requirements. VR ADJUSTMENTS The Business Profile score has been assigned below the implied score due to the following reason: Business Model Asset Quality score has been assigned below the implied score due to the following reason: Historical and Future Metrics. The Earnings and Profitability score has been assigned below the implied score due to the following reason: Earnings Stability. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- KeyCorp LT IDR BBB+ Downgrade A- ST IDR F2 Downgrade F1 Viability bbb+ Downgrade a- Government Support ns Affirmed ns senior unsecured LT BBB+ Downgrade A- preferred LT BB Downgrade BB+ senior unsecured ST F2 Downgrade F1 KeyBank National Association LT IDR BBB+ Downgrade A- ST IDR F2 Downgrade F1 Viability bbb+ Downgrade a- Government Support ns Affirmed ns senior unsecured LT BBB+ Downgrade A- subordinated LT BBB Downgrade BBB+ long-term deposits LT A- Downgrade A short-term deposits ST F2 Downgrade F1 KeyCorp Capital III preferred LT BB Downgrade BB+ KeyCorp Capital II preferred LT BB Downgrade BB+ KeyCorp Capital I preferred LT BB Downgrade BB+ LA CENTRAL PROPERTY: Trustee Taps LEA Accountancy as Accountant --------------------------------------------------------------- Susan K. Seflin, the Subchapter V Trustee of Los Angeles Central Property, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to retain LEA Accountancy, LLP as the estate's accountant. The firm will render these services: (a) review the Debtor's prior accounting and tax records, the petition, schedules and the estate's documents related to its financial transactions; (b) review and analysis of the estate's financial transactions to determine the appropriate (and most beneficial to the estate) treatment for tax purposes, including capital gains calculations, consideration of tax attributes inherited from the Debtor and other tax considerations; (c) assist the Trustee in the preparation and filing of the estate's Federal and California individual and fiduciary income tax returns to reflect the transactions of the estate and liquidation of its assets. Such delinquent tax returns can be but not limited to income tax, sales tax, city, county or similar tax filings; (d) communicate with taxing authorities on behalf of the estate; (e) prepare, as needed, estate payroll tax filings and/or filings for the Employer etention Tax Credit refund; (f) prepare monthly operating reports, as needed; (g) obtain the required tax clearance for the estate's tax returns; and (h) perform any other financial analysis, investigation, general and/or forensic accounting services and address any other tax matters which may be required by the Trustee to properly administer the estate and maintain tax compliance. The hourly rates charged by the firm for its services are as follows: Sam S. Leslie $550 Marianna Falco $410 Terry R. Fussel $395 Thomas A. Engel $385 Robert F. Bicher, III $215 Lori J. Ensley $235 Aaron Robson $235 Thomas G. Ballou $295 Austin Martin $235 Sam Leslie, a certified public accountant employed with LEA, disclosed in a court filing that the firm does not have any interest adverse to the bankruptcy estate or its creditors. The firm can be reached through: Sam S. Leslie 3435 Wilshire Boulevard, Suite 990 Los Angeles, CA 90010 Telephone: (213) 368-5000 Facsimile: (213) 368-5009 Email: sleslie@trusteeleslie.com About Los Angeles Central Property Los Angeles Central Property, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-15054) on Sept. 16, 2022, with up to $50,000 in assets and up to $10 million in liabilities. Aman Kamboj, president of Los Angeles Central Property, signed the petition. Judge Vincent P. Zurzolo oversees the case. Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver and Stephen L. Burton, Esq., a practicing attorney in Encino, Calif., serve as the Debtor's bankruptcy counsels. LARRET PROPERTIES: Seeks to Tap Breithaupt DuBos as Special Counsel ------------------------------------------------------------------- Larret Properties Unlimited, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Breithaupt, DuBos & Wolleson, LLC as litigation counsel. The Debtors need a counsel for representation regarding the real property litigation against Folley Beach Development, LLC and others. The hourly rates of the firm's attorneys are as follows: James R. Close $225 R. Alan Breithaupt $325 James Close, Esq., an attorney at Breithaupt, DuBos & Wolleson, 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: James R. Close, Esq. R. Alan Breithaupt, Esq. Breithaupt, DuBos & Wolleson, LLC 1811 Tower Dr. Monroe, LA 71201 Telephone: (318) 333-0377 About Larret Properties Unlimited Larret Properties Unlimited, LLC, and its affiliates, Terral Construction, LLC and D'Arbonne Construction Company, Inc., filed voluntary petitions for Chapter 11 protection (Bankr. W.D. La. Lead Case No. 23-30074) on Jan. 24, 2023. Thomas R. Willson has been appointed as Subchapter V trustee. At the time of the filing, Larret reported $1,005,000 in assets and $1,003,287 in liabilities. Judge John S. Hodge oversees the cases. The Debtors tapped Bradley L. Drell, Esq., at Gold Weems Bruser Sues & Rundell, APLC as legal counsel; Chad M. Garland, CPA, LLC as accountant; and James R. Close, Esq., and R. Alan Breithaupt, Esq., at Breithaupt, DuBos & Wolleson, LLC as special counsel. LASSETER ENTERPRISES: Hires Lane Law Firm as Legal Counsel ---------------------------------------------------------- Lasseter Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire The Lane Law Firm, PLLC as its legal counsel. The firm will provide these services: (a) assist, advise, and represent the Debtor relative to the administration of the Chapter 11 case; (b) assist, advise, and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with representatives of secured creditors; (d) assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before the bankruptcy court, the appellate courts, and other courts in which matters may be heard; and (g) perform all other necessary legal services. The firm will be paid at these rates: Robert C. Lane, Partner $550 per hour Joshua D. Gordon, Partner $500 per hour Associate Attorneys $425 per hour Bankruptcy Paralegals/Legal Assistants $150 to $190 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received two payments from the Debtor for its retainer: $17,500 and $10,000 on August 21, 2023, for a total of $27,500 for financial advice and representation of the Debtor. Robert C. Lane, Esq., a partner at The Lane Law Firm, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Lane, Esq. Joshua D. Gordon, Esq. THE LANE LAW FIRM, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com joshua.gordon@lanelaw.com About Lasseter Enterprises, Inc. Lasseter Enterprises, Inc. filed its voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33641) on Sep. 22, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Eduardo V Rodriguez presides over the case. Robert Chamless Lane, Esq. at The Lane Law Firm represents the Debtor as counsel. LD CONSTRUCTION: Hires Deschenes & Associates as Counsel -------------------------------------------------------- LD Construction, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Deschenes & Associates Law Offices as counsel. The firm will render general counseling and local representation of the Debtor before the bankruptcy court in connection with this Chapter 11 case. The firm will be paid as follows: Gary S. Deschenes, Attorney $400 per hour Paralegals $155 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received from the Debtor a retainer of $10,964.55. Gary S. Deschenes, Esq., a partner at Deschenes & Associates Law Offices, 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 S. Deschenes, Esq. Deschenes & Associates Law Offices 309 First Avenue North P.O. Box 3466 Great Falls, MT 59403 Telephone: (406) 761-6112 Email: gsd@dalawmt.com About LD Construction LD Construction Inc. is a construction company in Montana. LD Construction Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D Mont. Case No. 23-40063) on Sept. 15, 2023. In the petition filed by Brian D. Larson, as president, the Debtor estimated assets and liabilities between $1 million and $10 million. The Debtor is represented by Gary S. DEeschenes, Esq. of Deschenes & Associates Law Offices. LEBANON PLATINUM: Seeks to Hire Lefkovitz & Lefkovitz as Counsel ---------------------------------------------------------------- Lebanon Platinum, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its legal counsel. The Debtor requires legal counsel to: (a) advise the Debtor regarding its rights, duties, and powers; (b) prepare and file statements and schedules, Chapter 11 plans, and other documents and pleadings necessary to be filed by the Debtor in its Chapter 11 case; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Steven L. Lefkovitz $600 Jay R. Lefkovitz $450 Associate Attorneys $350 Paralegals $125 The firm received a retainer of $50,000 from the Debtor. Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz, 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: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Lebanon Platinum Lebanon Platinum, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03592) on Sept. 29, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Mitch Patel, manager, signed the petition. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as the Debtor's legal counsel. LONE WOLF: Seeks Approval to Hire Tran Singh as Bankruptcy Counsel ------------------------------------------------------------------ Lone Wolf Equipment Rental Inc. and Blacklight Detail, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Tran Singh, LLP as its counsel. The firm's services include: a. providing analysis of the financial situation, and rendering advice and assistance to the Debtor; b. advising the Debtor with respect to his rights, duties, and powers as a debtor in this case; c. representing the Debtor at all hearings and other proceedings; d. preparing and filing of all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers as necessary to further the Debtor's interests and objectives; e. representing the Debtor at any meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; f. representing the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. preparing and filing of a Disclosure Statement, if required, and Subchapter V Plan of Reorganization; h. assisting the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; and i. assisting the Debtor in any matters relating to or arising out of the captioned case. The firm will be paid at these rates: Susan Tran Adams $500 per hour Brendon Singh $500 per hour Mayur Patel $425 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The retainer is $25,000. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Susan Tran, Esq. Brendon Singh, Esq. TRAN SINGH LLP 2502 La Branch Street Houston, TX 77004 Tel: (832) 975-7300 Fax: (832) 975-7301 Email: bsingh@ts-llp.com About Lone Wolf Equipment Rental Inc. Lone Wolf Equipment Rental Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33015) on August 7, 2023. In the petition signed by Chrasaun D Johnson, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Susan Tran Adams, Esq., at TRAN SINGH, LLP, represents the Debtor as legal counsel. MARVEK DEVELOPMENT: Hires Rachel S. Blumenfeld as Legal Counsel --------------------------------------------------------------- Marvek Development, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Office of Rachel S. Blumenfeld PLLC as its counsel. The firm will render these services: a. give advice with respect to the powers and duties of the Debtor and the continued management of its property and affairs; b. negotiate with creditors, 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 Debtor in all matters pending before the court, including dischargeability actions, judicial lien avoidance, relief from stay actions, or any other adversary proceedings; e. represent the Debtor, if need be, 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 g. perform other legal services. The firm will be paid at these rates: Rachel S. Blumenfeld, Esq. $525 per hour Of counsel $450 per hour Paraprofessional $150 per hour The firm received from the Debtor a retainer of $30,000. Rachel Blumenfeld, Esq., disclosed in a court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD 26 Court Street, Suite 2220 Brooklyn, NY 11242 Tel: (718) 858-9600 Fax: (718) 858-9601 About Marvek Development, LLC Marvek Development owns four properties located in New York having an aggregate current value of $3.7 million. Marvek Development, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42392) on July 6, 2023. The petition was signed by Sattesh Singh as owner. At the time of filing, the Debtor estimated $3,700,700 in assets and $3,330,000 in liabilities. Judge Elizabeth S Stong presides over the case. Rachel S. Blumenfeld, Esq. at the Law Office Of Rachel S. Blumenfeld represents the Debtor as counsel. MASSACHUSETTS DEVELOPMENT: Moody's Cuts Rating on 2018 Bonds to Ba2 ------------------------------------------------------------------- Moody's Investors Service has downgraded to Ba2 from Ba1 the rating of Massachusetts Development Finance Agency's Revenue Bonds, Provident Commonwealth Education Resources II Issue, UMass Dartmouth Student Housing Project, Series 2018. The outlook remains negative. RATINGS RATIONALE The downgrade to Ba2 from Ba1 is due to Moody's expectation of continued financial underperformance through fiscal year ending (FYE) December 31, 2023. Moody's expectation is based on the belief that the Moody's adjusted annual debt service coverage (DSC) ratio at the closure of FYE December 31, 2023 will be at or slightly below 1.0x. This would signify a recurrence of a similar reported outcome for the previous FYE on December 31, 2022 based on the audited financial statements. RATING OUTLOOK The negative outlook reflects Moody's expectation of sustained financial underperformance over the near term. Financial stability is susceptible to the impact of inflation on operating expenses and the ability to increase rental rates without further discouraging potential demand, as well as UMass Dartmouth enrollment trends. While Moody's remain guarded that the financial operations for FYE December 31, 2023 will at least break even, any failure to do so would be deeply concerning. Moreover, if the university and management do not manage to limit the extent of the spring melt in the forthcoming spring 2024 term, it would signal a significant vulnerability that could prompt further negative rating action. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING - Sustained increase in annual rental revenue that drives improved financial performance and higher debt service coverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING - Deteriorating occupancy levels leading to a rapid decline in financial position - Further deterioration of revenue or increased expense growth that results in a draw on the DSR fund LEGAL SECURITY Project revenues comprise the primary source of revenue and security for the bonds. The bond trustee has a security interest in various funds, such as the Bond Fund, Debt Service Reserve Fund, and the Repair and Replacement Fund, as well as a Utility Reserve Fund. USE OF PROCEEDS The Series 2018 Bonds were issued to construct, furnish and equip a 1,210 bed student housing facility on the main campus of the University of Massachusetts, Dartmouth. PROFILE The owner and obligor, Provident Commonwealth Education Resources II Inc., is a Massachusetts non-profit corporation qualified under the Internal Revenue Code as a supporting organization to Provident Resources Group Inc., its sole member and nationally known and experienced operator of student housing facilities. The project benefits from experienced management through Greystar, which reports more than 822,100 multifamily units and student housing beds under management. Greystar maintains on-site property managers at each of its student housing developments. Greystar currently reports over $17.7 billion in student housing assets under management with over 102,000 beds managed globally. METHODOLOGY The principal methodology used in this rating was Global Housing Project published in June 2017. METAL CHECK: Updates Unsecured Claims Pay Details ------------------------------------------------- Metal Check, Inc., submitted an Amended Chapter 11 Plan. Debtor's Chapter 11 filing was precipitated by the theft of approximately $500,000 from Debtor's ATM during 2022; Debtor has otherwise operated at a profit and timely paid its creditors since 1989. The final Plan payment is expected to be paid on November, 2027. Class 3 consists of Non-priority unsecured creditors that filed timely unsecured claims. Class to be paid in full concurrently with secured claims. This Class is impaired. * MA+ Architechture with a claim amount of 33,085.85 and will receive a monthly payment of $551.43. * Geomet Recycling, LLC with a claim amount of 106,506.80 and will receive a monthly payment of $1,775.12. * IOU Central Inc. with a claim amount of $139,752.48 and will receive a monthly payment of $2,329.21. * Alliance Funding Group with a claim amount of $32,789.94 and will receive a monthly payment of $546.50. * Alliance Funding Group with a claim amount of 24,052.22 and will receive a monthly payment of $400.87. * Alliance Funding Group with a claim amount of 31,260.48 and will receive a monthly payment of $521.00. * Alliance Funding Group with a claim amount of $14,398.55 and will receive a monthly payment of $239.97. * Total Quality Logistics with a claim amount of $1,487.21 and will receive a monthly payment of $24.79. * Zurich American Ins. Co. with a claim amount of $1 and will receive a monthly payment of $1. * ODK Capital with a claim amount of $33,376.22 and will receive a monthly payment of $556.27. * ODK Capital with a claim amount of $52,884.27 and will receive a monthly payment of $881.40. * Financial Pacific Leasing with $95,254.15 claim filed and will receive a monthly payment of $1,587.56. * Trilink Restoration Svcs LLC with $7,387.40 claim filed and will receive a monthly payment of $123.12. * Regions Bank dba Ascentium Capital with a claim amount of $23,786.22 and will receive a monthly payment of $396.44. * Regions Bank dba Ascentium Capital with a claim amount of $3.496.79 and will receive a monthly payment of $58.28. * CompSource Mutual Ins. Co. with a claim amount of $164,143.12 and will receive a monthly payment of $2,735.71. * Commercial Metals Co. with a claim amount of 43,469.14 and will receive a monthly payment of $724.48. Metal Check, Inc., will continue to be managed by sole shareholder Diana Salazar. Metal Check, Inc. will make monthly payments directly to creditors. The plan will be funded with future income from Metal Check, Inc. A full-text copy of the Amended Plan dated October 9, 2023 is available at https://urlcurt.com/u?l=GgiDSO from PacerMonitor.com at no charge. Attorney for Debtor: Mike Rose, Esq. MICHAEL J ROSE PC 4101 Perimeter Center Drive, Suite 120 Oklahoma City, OK 73112 Tel: (405) 605-3757 Fax: (405) 605-3758 Email: mrose@coxinet.net About Metal Check Metal Check, Inc., a company in Oklahoma City, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 23-11279) on May 16, 2023, with $841,675 in assets and $2,033,069 in liabilities. Stephen Moriarty, Esq., at Fellers Snider Blankenship Bailey & Tippens, PC has been appointed as Subchapter V trustee. Judge Janice D. Loyd oversees the case. The Debtor tapped Christopher Wood, Esq., at Christopher A. Wood & Associates, P.C. as legal counsel and Mark D. Cain P.C. as accountant. Mike Rose, Esq, of Michael J Rose PC wil replace Mr. Woods and Christopher A. Wood & Associates, P.C. MLN US HOLDCO: $1.12BB Bank Debt Trades at 73% Discount ------------------------------------------------------- Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 26.6 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.12 billion facility is a Term loan that is scheduled to mature on November 30, 2025. About $281.0 million of the loan is withdrawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company's customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MONTROSE HOUSTON: Hires Baker & Associates as Counsel ----------------------------------------------------- Montrose Houston Multifamily TX, II, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Baker & Associates as legal counsel. The firm will provide legal services in connection with its bankruptcy case. The firm will be paid based upon its normal and usual hourly billing rates, and will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount of $11,178. Reese W. Baker, a partner at Baker & Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Reese W. Baker, Esq. BAKER & ASSOCIATES 950 Echo Lane Ste 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 About Montrose Houston Multifamily TX II, LLC Montrose Houston Multifamily TX II, LLC is the owner of an apartment complex in the Montrose area of Houston located at 1648 West Alabama, Houston, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33418) on September 1, 2023. In the petition signed by Christopher Saul Bran, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffrey P Norman oversees the case. Reese Baker, Esq., at Baker & Associates, represent the Debtor as legal counsel. MURFREESBORO PLATINUM: Taps Lefkovitz & Lefkovitz as Legal Counsel ------------------------------------------------------------------ Murfreesboro Platinum, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its legal counsel. The Debtor requires legal counsel to: (a) advise the Debtor regarding its rights, duties, and powers; (b) prepare and file statements and schedules, Chapter 11 plans, and other documents and pleadings necessary to be filed by the Debtor in its Chapter 11 case; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Steven L. Lefkovitz $600 Jay R. Lefkovitz $450 Associate Attorneys $350 Paralegals $125 The firm received a retainer of $50,000 from the Debtor. Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz, 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: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Murfreesboro Platinum Murfreesboro Platinum, LLC filed Chapter 11 petition (Bankr. M.D. Tenn. Case No. 23-03599) on Sept. 29, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Mitch Patel, manager, signed the petition. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as the Debtor's legal counsel. MVK FARMCO: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Nine affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- MVK FarmCo LLC (Lead Case) 23-11721 7700 N. Palm Avenue Suite 206 Fresno CA 93711 MVK Intermediate Holdings LLC 23-11722 Wawona Packing Co. LLC 23-11723 Wawona Farm Co. LLC 23-11724 Gerawan Supply, Inc. 23-11725 Gerawan Farming LLC 23-11726 Gerawan Farming Services LLC 23-11727 GFP LLC 23-11728 Gerawan Farming Partners LLC 23-11729 Business Description: The Debtors are providers of stone fruit, operating an integrated network of farms, ranches, and packaging facilities. Founded in 1999 and headquartered in Fresno, California, the Debtors cultivate approximately 18,000 acres of land nestled throughout the San Joaquin Valley. Chapter 11 Petition Date: October 13, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Laurie Selber Silverstein Debtors' Bankruptcy Counsel: Ryan Blaine Bennett, P.C. Whitney C. Fogelberg, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: ryan.bennett@kirkland.com whitney.fogelberg@kirkland.com Debtors' Local Counsel: Joseph Barry, Esq. Kenneth J. Enos, Esq. Andrew A. Mark, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: jbarry@ycst.com kenos@ycst.com amark@ycst.com Debtors' Investment Banker: HOULIHAN LOKEY Debtors' Interim Management & Restructuring Support Provider: AP SERVICES, LLC Debtors' Claims & Noticing Agent: STRETTO, INC. Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $1 billion to $10 billion The petitions were signed by John Boken as chief executive officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IZHGXKQ/MVK_FarmCo_LLC__debke-23-11721__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. McKinsey & Company, Inc. Trade Payable $8,040,000 PO Box 7247-7255 Philadelphia, PA 19170-7255 Phone: 314-529-8780 Email: lauren_oliver@mckinsey.com 2. Georgia-Pacific Trade Payable $3,919,345 Financial Mgmt LLC PO Box 743348 Los Angeles, CA 90074-3348 Phone: 569-647-5614 Email: jmantoni@gapac.com 3. Brifo Land LLC Landlord $2,674,010 AG Partners 2679 West Main St Ste 300-346 Littleton, CO 80120 Phone: 303-408-7411 Email: katie@agpartners.capital 4. Veritiv Operating Company Trade Payable $1,360,883 PO Box 57006 Los Angeles, CA 90074-7006 Phone: 559-307-5819 Email: brett.karraker@veritivcorp.com 5. IFCO Systems NA Trade Payable $536,831 PO Box 846041 Dallas, TX 75284-6041 Phone: 559-400-7998 Email: rpcorders@ifco.com 6. Cain Trucking, Inc. Trade Payable $535,670 23004 Road 140 Tulare, CA 93274 Phone: 559-686-5707 Email: laura@caintrucking.com 7. Nutrien AG Solutions, Inc. Trade Payable $520,120 3173 S Chestnut Fresno, CA 93725 Phone: 559-233-0585 Email: rita.canales@nutrien.com 8. Quickbase Inc. Trade Payable $266,946 P.O. Box 734227 Chicago, IL 60673-4227 Phone: 855-725-2293 Email: accountsreceivable@quickbase.com 9. Tristar Risk Management Trade Payable $259,304 100 Oceangate, Ste 840 Long Beach, CA 90802 Phone: 562-495-6600 Email: jessica.herrera@tristargroup.net 10. Liebelt, Inc. Trade Payable $238,416 492 S. Willow Glen Dr Reedley, CA 93654 Phone: 559-638-3771 Email: myronliebelt@gmail.com 11. Seaca Packaging Trade Payable $186,131 23400 71st Place South Kent, WA 98032 Phone: 253-854-9700 Email: ar@seattlebox.com 12. TJ & Sons AG Services Trade Payable $158,213 PO Box 797 Kingburg, CA 93631 Phone: 559-260-0703 13. Cromer Material Handling Trade Payable $155,743 PO Box 14338 Oakland, CA 94614-2388 Phone: 510-534-6566 Email: dromero@cromer.com 14. Kingsburg Orchards Trade Payable $155,040 PO Box 38 Kingsburg, CA 93631 Phone: 559-897-5132 Email: receptionist@kingsburgorchards.com 15. Mid Valley Packaging & Trade Payable $140,975 Supply PO Box 96 Fowler, CA 93625 Phone: 559-834-5956 Email: erikc@mvpsuplly.com 16. Sinclair Systems Trade Payable $122,333 International, LLC PO Box 35143 #40039 Seattle, WA 98124-5143 Phone: 559-233-4501 Email: sincalirinfo@sinclair-intl.com 17. Dewey & Sons, Inc. Trade Payable $114,125 PO Box 938 Riverdale, CA 9365 Phone: 559-867-3892 Email: deweytrucking@yahoo.com 18. Verdegaal Brothers Inc. Trade Payable $111,952 13555 S. 11th Street Hanford, CA 93230 Phone: 559-582-9205 Email: office@verdegallbrothers.com 19. Helena Agri-Enterprises LLC Trade Payable $109,847 PO Box 305 Kerman, CA 93630 Phone: 901-761-0050 Email: chaveze@helenaagri.com 20. GAR Bennett LLC Trade Payable $93,381 PO Box 31001-3026 Pasadena, CA 91110-3026 Phone: 559-904-7739 Email: cwhitehead@garbennett.com 21. Motel 6/Studio 6 Trade Payable $89,431 PO Box 846175 Dallas, TX 75284-6175 Phone: 800-899-9841 Email: online@motel6.com 22. Pace International LLC Trade Payable $71,451 PO Box 894948 Los Angeles, CA 90189-4948 Phone: 925-357-6730 Email: junelle.byrd@paceint.com 23. Maxco Supply Inc. Trade Payable $70,200 PO Box 814 Parlier, CA 93648 Phone: 559-646-6700 Email: eden.codde@maxcopackaging.com 24. KMV Farm Labor Inc. Trade Payable $51,717 2446 McCall Ave Suite 101 Selma, CA 93662 Tel: 559-318-9153 Fax: 559-318-9460 25. TD Contracting Trade Payable $48,757 968 Sierra St. #388 Kingsburg, CA 93631 Phone: 559-591-6308 Email: aimee@td-contracting.com 26. MAS Contracting Inc. Trade Payable $48,050 1158 11th St Reedley, CA 93654 Phone: 559-743-5639 Email: mascontracting@gmail.com 27. CAL-Tex Transportation LLC Trade Payable $46,600 515 W School Ave Visalia, CA 93291 Phone: 559-625-5204 Email: accounting@caltextrans.net 28. Allen Lund Company, Inc. Trade Payable $44,111 PO Box 51083 Los Angeles, CA 90051-5383 Phone: 800-288-5863 Email: lindsay.newton@allenlund.com 29. Fox Solutions Inc. Trade Payable $42,662 2200 Fox Drive McAllen, TX 78504 Tel: 956-682-6176 Fax: 956-682-5768 Email: info@foxbag.com 30. Chep USA Trade Payable $42,490 File 749003 Los Angeles, CA 90074-9003 Phone: 916-642-3743 Email: zachary.howe@chep.com NASHVILLE SENIOR CARE: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------------ Nashville Senior Care, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ professionals utilized in the ordinary course of business. The OCPs include: -- Quintairos, Prieto, Wood & Boyer Nursing Home Malpractice Cap: $10,000 -- Bradley, Arant, Boult, Cummings Regulatory and Survey Cap: $10,000 -- Bonezzi Switzer Polito & Perry Medical Malpractice Cap: $10,000 -- Bush Graziano Rice & Platter P.A. Nursing Home Malpractice Cap: $10,000 -- Ice Miller Legal Counsel Employment Law Cap: $10,000 -- Benesch, Friedlander, Coplan & Aronoff, LLP Tax Litigation Cap: $10,000 -- Wolfe Mcclane Business Litigation Cap: $20,000 -- Wood & Lamping Business Litigation Cap: $10,000 -- MSL CPAs Tax returns, Cost Reporting Cap: $60,000 About Nashville Senior Care Nashville Senior Care, LLC and affiliates are comprised of five senior living communities and one Medicare-certified home health agency affiliated with the Trousdale Foundation. All of the real estate associated with the senior living communities is owned by the Companies. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on August 14, 2023. In the petitions signed by Thomas Johnson, executive director, Nashville Senior Care disclosed up to $100 million in assets and up to $500 million in liabilities. Judge Marian F. Harrison oversees the cases. The Debtors tapped McDonald Hopkins LLC as general bankruptcy counsel, EmergeLaw, PLC as co-counsel, and Houlihan Lokey Capital, Inc., as investment banker. Stretto, Inc. is the notice, claims and balloting agent. On August 31, 2023, the Office of the United States Trustee appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Womble Bond Dickinson (US), LLP and Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors, LLC as financial advisor. NEW CONSTELLIS: $200,000 Bank Debt Trades at 47% Discount --------------------------------------------------------- Participations in a syndicated loan under which New Constellis Borrower LLC is a borrower were trading in the secondary market around 53.1 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $200,000 facility is a Payment-in-Kind Term loan that is scheduled to mature on March 27, 2025. The amount is fully drawn and outstanding. Headquartered in Herndon, Virginia, New Constellis Borrower LLC is a provider of essential risk management services, such as security, training, and global support services to government and commercial clients throughout the world. NEWFOLD DIGITAL: S&P Affirms 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Newfold Digital Holdings Group Inc. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating (50%-70%; rounded estimate: 60%) to its proposed first-lien notes. The stable outlook reflects S&P's expectation that Newfold will maintain S&P Global Ratings-adjusted leverage of below 7.5x and generate good free operating cash flow (FOCF) over the next 12 months. S&P said, "Although Newfold's proposed transaction will significantly increase its debt, we expect its leverage will remain in line with the 'B' issuer credit rating. The transaction will temporarily increase the company's S&P Global Ratings-adjusted debt leverage to about 7.7x, though we anticipate the continued expansion of its S&P Global Ratings-adjusted EBITDA will partially offset the effects of the additional debt. We believe Newfold will increase its earnings primarily through a combination of organic growth and acquisitions, including the realization of a full year of benefits from its cost reductions and the absence of certain one-time expenses. Therefore, we expect the company will reduce its S&P Global Ratings-adjusted leverage to the mid-6x area, from the mid-7x area, in the 12 months following the transaction. We also believe Newfold will generate FOCF of about $140 million in 2023 and $160 million in 2024 by continuing to expand its top-line revenue and and improving its profitability both organically and inorganically. "The stable outlook on Newfold Digital reflects our expectation that its cost-cutting targets will enable it to improve its EBITDA margins and reduce its leverage toward the mid-6x area over the next 12 months." S&P could lower its rating on Newfold Digital if it faces delays in the implementation of its cost-reduction plans such that S&P expects its leverage will remain above 7.5x over the coming year. This could occur if the company: -- Is unable to deliver its targeted cost cuts, -- Its operations significantly underperform our base case, or -- It engages in a large debt-funded acquisition or additional debt-funded shareholder returns. S&P said, "We could also lower our rating if intensified competition leads to a significant erosion in the demand for its core domain and web-hosting business, causing its FOCF to debt to decline to the low-single-digit percent area. "Although unlikely over the next 12 months, given our forecast for high leverage, we would consider upgrading Newfold if it adopts a more conservative financial policy such that it maintains leverage of below 6x after incorporating its acquisitions and shareholder returns." ESG credit indicators: E2-S2-G3 S&P said, "Governance is a moderately negative consideration in our analysis of Newfold. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners, and reflects the parent entity's aggressive financial policy. We also view the lack of independent directors on its board unfavorably." NORMAN REALTY: Seeks to Hire Joseph A. Broderick as Accountant -------------------------------------------------------------- Norman Realty and Construction Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Joseph A. Broderick, P.C. as its accountant. The firm will render these services: a. assist the Debtor in preparing monthly operating reports and/or case receipts and disbursement reports; b. communicate with the Receiver regarding the operation of the Premises and the collections of rents from existing tenants; c. prepare any appropriate tax returns, including payroll, sales and/or corporate; d. review and analyze documents for potential causes of action on behalf of the estate, including for preferential transfer and fraudulent conveyances; e. prepare any necessary reports detailing claims in anticipation of litigation; f. assist the Debtor in investigating the disposition of funds prior to and after the filing date; and g. assist the Debtor with such other matters as the Debtor or its counsel may request from time to time. The firm will charge these hourly fees: Partners $350 Seniors $190 Staff $100 Joseph Broderick is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to a court filing. The firm can be reached through: Joseph A. Broderick, CPA Joseph A. Broderick, P.C. 734 Walt Whitman Rd. Melville, NY 11747 Telephone: (631) 462-1779 About Norman Realty Norman Realty is the owner of real property located at 151 East 170th Street, a/k/a 151-159 East 170th Street, a/k/a 1402-406 Wythe Place in Bronx, NY valued at $50 million. Norman Realty and Construction Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22631) on August 25, 2023. The petition was signed by Linda Mason as vice president. At the time of filing, the Debtor estimated $50,446,308 in assets and $13,755,296. Jacqulyn S. Loftin, Esq. at LAMONICA HERBST & MANISCALCO, LLP represents the Debtor as counsel. NORMAN REALTY: Seeks to Hire LaMonica Herbst as Legal Counsel ------------------------------------------------------------- Norman Realty and Construction Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire LaMonica Herbst & Maniscalco, LLP as its counsel. The Debtor requires legal counsel to: a. give advice with respect to the Debtor's powers and duties in accordance with the provisions of the Bankruptcy Code; b. prepare legal documents; c. assist the Debtor in the development and implementation of a Chapter 11 plan of reorganization; d. engage in negotiation with the Lender and to communicate with the Receiver regarding the management of the Premises; and e. perform other legal services necessary in connection with the Debtor's reorganization efforts. LaMonica will be paid at these rates: Partners $675 per hour Associates $425 per hour Paraprofessionals $225 per hour The firm received a retainer in the amount of $30,000. As disclosed in court filings, LaMonica is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jacqulyn S. Loftin, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Ave #201 Wantagh, NY 11793 Telephone: (516) 826-6500 Facsimile: (516) 826-0222 Email: jsl@lhmlawfirm.com About Norman Realty Norman Realty is the owner of real property located at 151 East 170th Street, a/k/a 151-159 East 170th Street, a/k/a 1402-406 Wythe Place in Bronx, NY valued at $50 million. Norman Realty and Construction Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22631) on August 25, 2023. The petition was signed by Linda Mason as vice president. At the time of filing, the Debtor estimated $50,446,308 in assets and $13,755,296. Jacqulyn S. Loftin, Esq. at LAMONICA HERBST & MANISCALCO, LLP represents the Debtor as counsel. NORTHWOODS PETS: Seeks to Hire Swanson Sweet as Bankruptcy Counsel ------------------------------------------------------------------ Northwoods Pets, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Swanson Sweet LLP as general bankruptcy counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management and operation of its businesses and properties; (b) assist the Debtor with monthly reporting requirements; (c) advise the Debtor and take all necessary action to protect and preserve its estates; (d) prepare necessary legal documents; (e) see through the Chapter 11 plan confirmation process to completion; (f) prepare pleadings in connection with the Chapter 11 case; (g) advise the Debtor in connection with any potential sale of assets; (h) appear at and be involved in various proceedings before this court; and (i) analyze claims and prosecute any meritorious claim objections. The hourly rates of the firm's counsel and staff are as follows: John W. Menn, Partner $475 Peter T. Nowak, Associate $325 Cynthia Krutke, Paralegal $195 In addition, the firm will seek reimbursement for expenses incurred. Mr. Menn 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: John W. Menn, Esq. Swanson Sweet LLP 107 Church Avenue Oshkosh, WI 54901 Telephone: (920) 235-6690 About Northwoods Pets Northwoods Pets, LLC, is a limited liability company operating a pet store in Rhinelander, Wis. The Debtor filed Chapter 11 petition (Bankr. W.D. Wis. Case No. 23-10800) on May 1, 2023, with up to $500,000 in both assets and liabilities. Jennifer L. Marshall, sole member, signed the petition. Judge Thomas M. Lynch oversees the case. John W. Menn, Esq., at Swanson Sweet LLP is the Debtor's legal counsel. NU STYLE LANDSCAPE: Hires Allen Vellone as Bankruptcy Counsel ------------------------------------------------------------- Nu Style Landscape & Development, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Allen Vellone Wolf Helfrich & Factor, PC. The Debtor requires legal counsel to: (a) give advice and represent the Debtor in connection with the general administration of the estate; (b) confirm any proposed plan of reorganization, all other contested and adversary matters that arise in this Chapter 11 case; (c) investigate and litigate any avoidance or other action the estate may have; and (d) perform other legal services for the Debtor related to or arising out of contested matters in this bankruptcy case. The hourly rates of the firm's counsel and staff are as follows: Jeffrey A. Weinman $625 Bailey C. Pompea $365 Paralegals $120 – 225 The firm has received a $13,369 retainer pre-petition from the Debtor. Bailey Pompea, Esq., an attorney at Allen Vellone Wolf Helfrich & Factor, 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: Jeffrey A. Weinman, Esq. Bailey C. Pompea, Esq. Allen Vellone Wolf Helfrich & Factor P.C. 1600 Stout Street, Suite 1900 Denver, CO 80202 Telephone: (303) 534-4499 Email: JWeinman@allen-vellone.com BPompea@allen-vellone.com About Nu Style Landscape & Development Nu Style Landscape & Development, LLC filed its voluntary petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case Nos. 23-14475) on Oct. 2, 2023. In the petition signed by Michael Moilanen, managing member, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Thomas B. McNamara oversees the case. Allen Vellone Wolf Helfrich & Factor PC serves as the Debtor's counsel. OLAPLEX INC: $675MM Bank Debt Trades at 16% Discount ---------------------------------------------------- Participations in a syndicated loan under which Olaplex Inc is a borrower were trading in the secondary market around 84.3 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $675 million facility is a Term loan that is scheduled to mature on February 23, 2029. About $664.9 million of the loan is withdrawn and outstanding. Olaplex, Inc. is a producer of specialty haircare products featuring a proprietary, patented formula to protect and restore damaged hair. The company's products focus on repairing the chemical bonds in hair that are damaged by coloring and other treatments. The company develops, markets, and distributes its products throughout the US and to over 60 countries around the world. Olaplex generated $632 million of revenue for the 12 months ending March 31, 2023. Private equity firm Advent International acquired the company in a leveraged buyout in January 2020 and currently owns approximately 77% of the company. Olaplex's parent company Olaplex Holdings, Inc. (NASDAQ: OLPX) is publicly traded since September 2021. OR TECH FINANCING: $600MM Bank Debt Trades at 16% Discount ---------------------------------------------------------- Participations in a syndicated loan under which OR Tech Financing I LLC is a borrower were trading in the secondary market around 83.8 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $600 million facility is a Term loan that is scheduled to mature on August 12, 2030. About $300.0 million of the loan is withdrawn and outstanding. OR Tech Financing I LLC is a Delaware limited liability company. ORGANIC NAILS: Seeks to Hire Skinner Law as Bankruptcy Counsel -------------------------------------------------------------- Organic Nails KS LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Skinner Law, LLC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Nancy L. Skinner $300 Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $7,500. Nancy Skinner, Esq., owner of Skinner Law, 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: Nancy L. Skinner, Esq. Skinner Law, LLC 100 East Park Street, Suite 205 Olathe, KS 66061 Telephone: (913) 839-3073 Facsimile: (913) 347-5647 Email: Nancy@skinnerlawkc.com About Organic Nails KS Organic Nails KS LLC filed its voluntary petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Kan. Case No. 23-21172) on Sept. 15, 2023, with as much as $1 million in both assets and liabilities. Judge Robert D. Berger oversees the case. Nancy L. Skinner, Esq., at Skinner Law, LLC serves as the Debtor's counsel. PHILADELPHIA SCHOOL: Fitch Assigns 'BB+' GO Rating on $300MM Bonds ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB+' GO ratings to $300 million in School District of Philadelphia, PA's (SPD) general obligation bonds series of A of 2023 and $50 million general obligation bonds series B of 2023 (Green Bonds), not considering the credit enhancement of the Pennsylvania School Credit Intercept Program. Fitch had previously assigned an 'A+' enhanced rating with a Positive Outlook to the series A of 2023 and the series B of 2023 bonds based on the intercept provisions of the Pennsylvania School Code of 1949. Please see the "Fitch Rates Philadelphia School District, PA's $352 Million GOs 'A+'; TRANs 'F1+'; Outlook Positive," published on Oct. 11, 2023. The district's Issuer Default Rating (IDR) and the rating on the Pennsylvania State Public School Building Authority (PSPSBA) school lease revenue and revenue refunding bonds, issued on behalf of the district, is 'BB+'. The Rating Outlook is Positive. Entity/Debt Rating Prior ----------- ------ ----- Philadelphia School District (PA) Philadelphia School District (PA) /General Obligation – Unlimited Tax/1 LT LT BB+ Affirmed BB+ SECURITY The district pledges its full faith, credit and taxing power to repayment of the GO bonds. ANALYTICAL CONCLUSION The Positive Outlook on the district's 'BB+' IDR and GO ratings and the 'BB+' lease revenue bonds issued by the PSPSBA reflects its ability to maintain positive reserve balances since fiscal 2016 (reversing the prior trend of negative general fund balances prior to fiscal 2015). It also reflects the recent commonwealth court ruling on Feb. 7, 2023, that found the current state funding system inadequate and inequitable. The judge in the case called on the state legislature to appropriately address the issue, which may result in comprehensive funding reforms that Fitch believes will be beneficial to the district's ability to achieve structurally balanced operations. The 'BB+' ratings reflect SPD's constrained budgetary environment, with limited independent ability to materially alter its fiscal profile. The district has seen improvements in its financial operations due to meaningful recurring revenue commitments enacted by the commonwealth (IDR AA-/Positive) and the city of Philadelphia (IDR A+/Stable) through tight spending controls in recent years. Federal stimulus aid provides a meaningful near-term budgetary cushion and funds other needs, including $210 million in new school construction and $75 million to update the district's teaching materials. Economic Resource Base The district is coterminous with the city of Philadelphia, which serves as a regional economic center in the Northeast with a stable employment base weighted toward the higher education and healthcare sectors. Jobs expansion had been steady and strong prior to the outbreak of the coronavirus, but comparatively low wealth levels and modest population increases persist, limiting growth prospects. The city's 2020 Census population is 1.6 million, up 3.3% from the 2010 Census. School enrollment has been declining, pressured by growth in charter schools. KEY RATING DRIVERS Revenue Framework: 'a' Fitch expects SPD's revenue growth will approximate the long-term rate of inflation. The district's key revenue components are property taxes and commonwealth appropriations. Under state law, SPD has the ability to levy up to 16.75 mills on taxable real estate without city council approval. The district does not intend to levy property taxes other than those authorized by the city council on the district's behalf. Fitch's revenue framework assessment focuses more on the revenue growth prospects than the ability to control revenue increases given the practical and political constraints of independently raising the millage rate. Expenditure Framework: 'bbb' Fixed carrying costs for debt and post-employment benefits are moderate, but Fitch views charter school spending as SPD's most critical expenditure challenge. Fitch anticipates the natural pace of spending growth to be above expected revenue growth due to cost pressures associated with employee compensation and contributions to charter schools. The labor environment poses limitations on expenditure flexibility and pressures spending growth. Statutorily-defined commonwealth reimbursements offset a significant share of pension spending. Long-Term Liability Burden: 'aa' Long-term liabilities present a moderate burden on the district's economic resource base. Other post-employment benefit (OPEB) liabilities are modest, with the district providing a capped healthcare subsidy for certain retirees through the statewide teachers' pension plan system. Operating Performance: 'bb' The district's financial position has improved in recent years, with increased reserve balances bolstered by federal relief aid and increased commitments from the city for new and recurring revenues. However, financial flexibility remains limited and the district continues to address longer-term structural issues. Both Philadelphia and Pennsylvania have previously stepped in to support the district and Fitch anticipates similar assistance will occur as needed in the future. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Significant changes in the school funding framework, as recommended by a recent commonwealth court ruling, that materially improves SPD's revenue growth prospects and mitigates ongoing spending pressures; - Continued improvement of the district's operating performance that supports progress towards budgetary structural balance and a sustained improvement in the district's overall financial resilience. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Significant and sustained budgetary pressure on the commonwealth and city of Philadelphia that result in reductions in educational aid and other subsidies that impede the district's financial sustainability; - An inability to retain budget balance after the federal relief funds expire that results in weakened budget flexibility; - Material or sustained increases in the mandatory per-pupil payments SPD makes to charter schools or increasing charter school enrollment that results in more spending pressures. CREDIT PROFILE The district is the nation's eighth-largest school district and the largest in the commonwealth. The 2023 enrollment totaled 197,290 students, of whom 77,900 or 39% were enrolled in charter schools or alternative education programs. Charter school enrollment including cyber-charter enrollment increased during the pandemic but the district expects enrollment to stabilize and remain relatively flat in 2024 and beyond. ESG CONSIDERATIONS Philadelphia School District (PA) has an ESG Relevance Score of '4' for Labor Relations & Practices to due to the impact of labor negotiations on the district's expenditure flexibility. This has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. PHYSICIAN PARTNERS: S&P Alters Outlook to Neg., Affirms 'B+' ICR ---------------------------------------------------------------- S&P Global Ratings revised the outlook on Tampa, Fla.-based Physician Partners LLC (dba as Better Health Group) to negative from stable and affirmed its 'B+' issuer credit rating. S&P said, "We also assigned our 'B+' issue-level rating and '3' recovery rating to the company's $150 million add-on first-lien term loan. The 'B+' issue-level rating and '3' recovery ratings on the company's existing $600 million first-lien term loan and $105 million revolving credit facility remain unchanged." The negative outlook reflects the potential that S&P Global Ratings-adjusted leverage remains elevated above 5x beyond mid-2025 due to an inability to improve EBITDA margins at newly opened offices or challenges in integrating acquisitions. Better Health Group, a Medicare Advantage-focused primary care service provider, is entering into a $150 million incremental first-lien term loan. The company is also upsizing its senior secured revolver to $105 million from $80 million. Proceeds from the term loan will be used for general corporate purposes, including funding de novo office openings and acquisitions to further expand its health care service platform. Post deal, leverage will be above our 5x downgrade threshold for the rating. Immediately after the $150 million in additional debt, S&P Global Ratings-adjusted debt leverage will increase to 7.4x, which is above the downgrade threshold for the rating. However, S&P expects leverage will decline to the mid-5x range in 2024 and below 5x by mid-2025, largely due to the maturation of Physician Partners' significant number of more recently opened offices, continued growth of its base business, and additional new offices and acquisitions of established offices. Proceeds from the add-on term loan provide the company with significant proceeds to accelerate its expansion, through both de novo and acquisitions. The company's ability to successfully deploy the proceeds to fund expansion may accelerate its deleveraging timeline and returned S&P Global Ratings-adjusted leverage to under 5x. S&P said, "We project Physician Partners will generate strong sales growth given prospects in the Medicare Advantage market. The company specializes in providing primary health care services that emphasizes preventative care, which are critical in improving quality care while lowering overall costs. It focuses on serving Medicare Advantage patients, which make up about 48% of total Medicare beneficiaries in 2022, up steadily from 39% in 2020 as the market shifts toward value-based care models that aim to lower overall costs and maximize quality of care. Physician Partners benefits from the increasing number of Medicare beneficiaries, due to the aging U.S. population, and the intentional shift of Medicare to managed care-sponsored Medicare Advantage plans. "We believe the company's top line growth will also be aided over the next several years by the significant number of recently opened offices. In the past couple of years, Physician Partners has aggressively expanded its network to increase membership, provide better coverage in its core markets, and better leverage its infrastructure. The company has opened or acquired 34 offices since the beginning of 2022, bringing its total offices to 111, and it plans to add more. As these newer locations mature, revenue growth will accelerate, and EBITDA margins will likely improve." Rapid growth and upfront costs will pressure EBITDA margins. Physician Partners relies on technology-enabled capabilities that emphasize prevention and proactive care management to improve health outcomes and reduce health care costs for payers, resulting in such measures as lower expensive emergency room admissions for its covered patients. This creates substantial value for payers, resulting in higher patient retention rates and EBITDA margins. S&P said, "However, given the recent rapid growth in office locations, and the associated upfront costs and time needed to build patient volumes at the location, we expect EBITDA margins will be pressured. The current inflationary cost environment will also weigh on margins, though we expect the company to successfully manage its cost structure and maintain stable margins. We project S&P Global Ratings-adjusted EBITDA margins in the 8.0%-8.3% range, incrementally improving over the next several years." Physician Partners has limited scale and diversification. Despite the company having increased rapidly to 256,000 patients in 2023 from 124,000 in 2020, the significant number of newly opened offices and the potential for further expansion via de novo openings and acquisitions with proceeds from the add-on term loan, Physician Partners remains relatively small. The company competes for Medicare Advantage members in a highly fragmented and competitive market that has low barriers to entry. Competitors also seek to increase the number of Medicare Advantage members within their networks, improve services, leverage operating costs, and build stronger relationships with payers. While the company expanded to other states such as Alabama, Georgia, Oklahoma, and Texas, the bulk of its revenues is still generated in Florida. Physician Partners also has significant payer concentration with Anthem Inc., accounting for about 35% of revenue and making it more vulnerable to unfavorable changes in contract terms. The negative outlook incorporates the potential that Physician Partners' S&P Global Ratings-adjusted leverage remains above 5x beyond mid-2025. The company has raised a significant amount of cash to deploy for growth. However, depending on the timing, mix, and success of the deployment, as well as the continued performance of the base business, leverage could remain elevated and cash flow generation weaker than expected. S&P said, "We could lower our rating if the company experiences unforeseen operational setbacks, such as rising medical costs or missteps in its expansion strategy that would result in a further deterioration of its EBITDA margins and cash flows and S&P Global Ratings-adjusted leverage remains above 5x beyond mid-2025. We could also lower our rating if the company uses its substantial cash balance for shareholder rewarding activities. "We could revise the outlook back to stable if Physician Partners continues to extend its operating track record, generating solid EBITDA growth and cash flow generation, and the company demonstrates a path to restoring S&P Global Ratings-adjusted leverage to under 5x. "Governance credit factors have a moderately negative effect on our credit rating analysis of Physician Partners, reflecting its family-controlled ownership and a board structure that we expect will include very few (if any) independent members. In our opinion, this structure is likely to result in corporate decision-making that prioritizes the interests of its controlling owners over other stakeholders." PITA FRANCHISING: Taps Paul Reece Marr as Bankruptcy Counsel ------------------------------------------------------------ Pita Franchising, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Paul Reece Marr, PC to handle its Chapter 11 case. The firm will charge hourly rates of $450 and $250 for Paul Reece Marr, Esq., and paralegal, respectively. The retainer fee is $15,000. Paul Reece Marr, 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: Paul Reece Marr, Esq. Paul Reece Marr, PC 1640 Powers Ferry Road 6075 Barfield Road, Suite 213 Sandy Springs, GA 30328 Telephone: (770) 984-2255 Email: paul.marr@marrlegal.com About Pita Franchising Pita Franchising, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-59597) on Sept. 30, 2023. In the petition signed by Nour Rabai, manager, the Debtor disclosed under $1 million in both assets and liabilities. Paul Reece Marr, Esq., at Paul Reece Marr, PC represents the Debtor as legal counsel. PLATINUM BEAUTY: Gets OK to Hire Rountree as Bankruptcy Counsel --------------------------------------------------------------- Platinum Beauty Bar and Spa, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ the law firm of Rountree, Leitman, Klein & Geer, LLC as its counsel. The Debtor requires legal counsel to: (a) give legal 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 as may be necessary herein. 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-petition retainer of $25,000 from the Debtor. William Rountree, Esq., a partner at Rountree Leitman Klein & Geer, 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: William A. Rountree, 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: wrountree@rlkglaw.com About Platinum Beauty Bar and Spa Platinum Beauty Bar and Spa, LLC is a full-service spa in Conyers, Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-51222) on September 1, 2023. In the petition signed by Rebecca Davis, sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Austin E. Carter oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC represents the Debtor as legal counsel. PLATINUM GATEWAY II: Seeks to Tap Lefkovitz & Lefkovitz as Counsel ------------------------------------------------------------------ Platinum Gateway II, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its rights, duties, and powers; (b) prepare and file statements and schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in its Chapter 11 case; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Steven L. Lefkovitz $600 Jay R. Lefkovitz $450 Associate Attorneys $350 Paralegals $125 The firm received a retainer of $50,000 from the Debtor. Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz, 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: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Platinum Gateway II Platinum Gateway II, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03597) on Sept. 29, 2023. In the petition signed by Mitch Patel, manager, the Debtor disclosed up to $50,000 in estimated assets and up to $500,000 in estimated liabilities. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as the Debtor's legal counsel. PRECISION FORGING: Seeks to Hire Hilco Valuation Services --------------------------------------------------------- Precision Forging Dies, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Hilco Valuation Services, LLC, to perform a machinery and equipment appraisal. Hilco will charge a flat fee of $13,000 for its services. Hilco is a disinterested person within the meaning of 11 U.S.C. Section 101(14), according to court filings. The firm can be reached through: Joseph D. Herz Hilco Valuation Services, LLC 5 Revere Drive, Suite 300 Northbrook, IL 60062 Telephone: (847) 849-2946 Facsimile: (847) 272-1952 www.hilcovaluationservices.com About Precision Forging Dies Precision Forging Dies, Inc. -- https://precisionforgingdies.com -- specializes in precision manufacturing and servicing of structural components, tooling, and turbines for military, commercial and space industries. The company is based in South Gate, Calif. Precision Forging Dies filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12015) on April 3, 2023. In the petition filed by its chief executive officer, Dan Kloss, the Debtor reported $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Julia W. Brand oversees the case. The Debtor tapped Robert P. Goe, Esq., at Goe Forsythe & Hodges, LLP as legal counsel and Master Plan, LLC as accountant. PREMIER DENTAL S&P Downgrades ICR to 'CCC+' on Narrowing Liquidity ------------------------------------------------------------------ S&P Global Ratings lowered all ratings on Premier Dental Services Inc. (d/b/a Sonrava Health), including lowering the issuer credit rating to 'CCC+' from 'B-', and placed the ratings on CreditWatch with negative implications. The CreditWatch placement reflects the potential for a downgrade, which could exceed one notch, over the next few months if the company is unable to obtain financing to shore up its liquidity such that it could meet its fixed charges over the next year. Sonrava has experienced temporary and ongoing operational issues stemming from its acquisition of Mid-Atlantic Dental Partners (MADP) as well as industry headwinds leading to sustained free operating cash flow (FOCF) deficits. S&P said, "The downgrade reflects our belief that Sonrava's capital structure is unsustainable over the long term, brought on by unexpectedly high expenses related to a recent acquisition, cost inflation, and elevated interest expense. In 2023, we expect Sonrava to record a FOCF deficit of $100 million to $110 million due partially to elevated interest costs, and higher-than-expected working capital fluctuations as the company works to integrate its June 2022 acquisition of Mid-Atlantic Dental Partners (MADP). We believe the higher acquisition and integration costs are due in part to additional investments needed to ramp up underperforming assets, as well as the transition of payables to the combined entity. In our opinion, the majority of these costs have passed and should lead to a reduction in its free cash flow deficit in 2024. That said, the company faces operational headwinds related to the ongoing Medicaid redetermination and elevated levels of bad debt spurred by macroeconomic stress, which will likely limit future growth. Additionally, the company is taking actions to mitigate near-term liquidity erosion and boost its longer-term profitability. The company has paused its de novo and acquisition growth strategy and has engaged in cost-saving efforts including workforce reductions, office rationalization, and increased utilization of third-party lenders. "In our opinion these actions should help lessen the cash burn in the near term; however we expect future growth to be negatively affected given the potential constraint to Sonrava's top-line from high levels of cost removal, and the loss of M&A and de novo growth. We believe Sonrava's capital structure is likely unsustainable over the long term given our expectations for continued cash burn, as the company is unable to generate sufficient funds to cover its quarterly fixed charges which we expect will be in the $25 million to $30 million range. "Given our expectation for muted top-line growth and gradual flow-through of cost cutting, we believe Sonrava will require additional funding to sustain its operations over the short term. During its second quarter lender call, Sonrava disclosed that as of Sept. 29, its cash position sits at about $20 million, which is inclusive of a $70 million equity injection from its financial sponsor to assist in its earlier purchase of Pure Dental and help manage liquidity given the outsized working capital outflows related to trade payables brought on by the MADP acquisition. This compares to a cash balance of $55 million as of fiscal year-end 2022. We believe the quarterly cash burn will be in the $8 million to $10 million range, reflecting the expected shortfall of Sonrava's quarterly reported EBITDA compared to its quarterly fixed charges in the $25 million to $30 million range. On that basis, we believe Sonrava has sufficient liquidity to support its operations over the next two quarters. However, beyond that point we believe the company would need to secure additional funding to maintain its operations over the short term. "The CreditWatch designation reflects the uncertainty regarding Sonrava's ability to secure an additional funding source, despite our belief that the company will likely receive some sponsor support. We forecast continued quarterly free cash flow deficits through 2024, albeit at an improving rate, as the company benefits from lower capital spending and cost-saving initiatives starting in the third quarter of 2023. The company received equity support in the second and third quarters of 2023, and we think the sponsor will likely provide additional support if needed in the coming months, at least until the company is able to acquire an additional funding source. However, while we believe the company is addressing its short-term liquidity needs, and we view the liquidity headwinds related to its MADP acquisition as transitory, we see a risk that an additional funding source may not be secured or that operations will deteriorate, lowering the likelihood for continued sponsor support. "Aside from recent disruptions from a challenging acquisition, the company benefits from enduring demand trends and relative resilience to economic downturns, although inflation of expenses is outpacing pricing growth. The company is also subject to delays in reimbursement rate increases relative to increases in expenses due to its concentration in Denti-Cal. We think visit volume is fairly consistent through economic cycles, but patients, especially with less discretionary income, may delay orthodontics and other additional products and services, which can lower the average revenue per visit in tighter economic times." The CreditWatch placement reflects the potential for a downgrade, which could exceed one notch, over the next few months if the company is unable to obtain financing to shore up its liquidity such that it could meet its fixed charges over the next year. S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." PRETIUM PKG: $350MM Bank Debt Trades at 53% Discount ---------------------------------------------------- Participations in a syndicated loan under which Pretium PKG Holdings Inc is a borrower were trading in the secondary market around 47.5 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $350 million facility is a Term loan that is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. RACOLE EXTENSIONS: Unsecureds Will Get 0% in Subchapter V Plan -------------------------------------------------------------- Racole Extensions, L C, filed with the U.S. Bankruptcy Court for the District of Maryland a Subchapter V Plan dated October 9, 2023. The Debtor is a Maryland company which operates a Retail Hair Salon in Annapolis, Maryland. The current ownership is, as listed in the corporate ownership, 50% for La'Sonia NickMcGriff and 50% for Kaisee Matthews. La'Sonia maintains the day-to-day business of the salon, while Kaisee is a silent partner. The Debtor and its principal propose to use income from its business to be able to fund the proceeds necessary to pay Annapolis Mall Owner, LLC (the "Landlord"). The Debtor will be making its monthly rent payment to the Landlord beginning pre-petition on February 1, 2023, and continuing through the term of the Plan, including confirmation of the Plan, to the conclusion of the Plan payments. The monthly budgeted rent payment to the Landlord is part of the projections of the Debtor. This rent includes a base rent of $0.00 plus common area maintenance, marketing fee, and real estate taxes (the "Rent"). The Debtor is current on Rent payments owed post-petition to the Landlord. The Landlord is owed $70,000.00 which is broken down as $65,906 in arrearages and prepetition attorney fees and bankruptcy attorney fees. During the term of this Plan, the Debtor will commit 100% of net disposable income to the creditors and shall pay the creditors the sums set forth herein. The term of this Plan begins on the date of confirmation of this Plan and ends on the 36th month subsequent to that date. The value of the property to be distributed under the Plan during the term of the Plan is not less than the Debtor's net disposable income for that same period. Unsecured creditors holding allowed claims will receive distributions, which the Debtor has valued at approximately $0.00 cents on the dollar. The Plan also provides for the payment of secured, administrative, and priority claims in accordance with the Bankruptcy Code. Class 4 consists of Unsecured Creditors. This Class is impaired. The allowed unsecured claims total $13,125.96. This Class will receive a distribution of 0% of their allowed claims. The funds from operating retail salon will cover the majority of distributions to be made under the Plan. The principle of the Debtor will provide any shortfall of the Debtor during the Landlord Cure Payments. The Debtor may be able to expand within the retail space to add additional contract workers that will improve her bottom line and make the Plan successful. A full-text copy of the Subchapter V Plan dated October 9, 2023 is available at https://urlcurt.com/u?l=Tk6ytV from PacerMonitor.com at no charge. Attorneys for Debtor: Daniel Alan Staeven, Esq. Frost & Associates, LLC 839 Bestgate Rd. Ste. 400 Annapolis, MD 21401 Phone: 410-497-5947 Email: daniel.staeven@frosttaxlaw.com About Racole Extensions Racole Extensions, LC is a Maryland company which operates a Retail Hair Salon in Annapolis, Maryland. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 23-11165) on Feb. 22, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge David E. Rice oversees the case. Daniel Alan Staeven, Esq., at Frost & Associates, LLC is the Debtor's legal counsel. REALD INC: $260MM Bank Debt Trades at 35% Discount -------------------------------------------------- Participations in a syndicated loan under which RealD Inc is a borrower were trading in the secondary market around 64.5 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $260 million facility is a Term loan that is scheduled to mature on November 30, 2023. The amount is fully drawn and outstanding. RealD Inc. is a private company known for its RealD 3D system, which is used for projecting films in stereoscopic 3D using circularly polarized light. RED FOX CD: Moody's Gives B3 CFR & Rates New 1st Lien Term Loan B3 ------------------------------------------------------------------ Moody's Investors Service assigned a B3 corporate family rating and B3-PD probability of default rating to Red Fox CD Acquisition Corporation (dba Cook & Boardman). At the same time, Moody's also assigned a B3 rating to Cook & Boardman's proposed senior secured first lien term loan. The outlook is positive. Proceeds from the new senior secured credit facility along with a new common equity contribution by Platinum Equity will fund a leveraged buyout of Cook & Boardman, including repayment of the company's existing debt and transaction related fees and expenses. Upon repayment, Moody's will withdraw Cook & Boardman's existing ratings. "The refinancing of Cook & Boardman's material maturities is credit positive, and the positive outlook reflects Moody's expectations of near-term strength in commercial end markets and relatively conservative financial policies compared to B3 peers with respect to the company's leverage profile and capital allocation," said Nirali Patel, Moody's Analyst. Governance considerations are material to the rating action, as Cook & Boardman's leverage at close is relatively high at 5.4x debt/EBITDA. Additionally, the company maintains an acquisitive growth strategy, where its track record includes bolt-on acquisitions funded through incremental debt and cash flow. Concentrated ownership by sponsors Platinum Equity and Littlejohn & Co is also a risk exposure. RATINGS RATIONALE Cook & Boardman's B3 CFR reflects Moody's expectation that the company will maintain low leverage, with adjusted debt-to-EBITDA of around 5.0x by year-end 2024. Cook & Boardman should benefit from relatively stable fundamentals in its nonresidential construction end markets, where the company derives almost all of its revenue. Current record backlog levels are indicative of this demand and will support the top line in the near-term. Offsetting these strengths, the rating also considers Cook & Boardman's modest scale and absolute earnings relative to other rated building products distributors. The company has continued to expand through its acquisitive-growth strategy, which Moody's expects will continue at a more modest pace compared to historical periods. These acquisitions will be leveraging to the company's current leverage profile and will create integration and execution risks. Moody's expects Cook & Boardman to maintain adequate liquidity over the next 12 to 18 months. The company will have a cash balance of $5 million at the close of the transaction. Cash flow is expected to be positive as the business is not capital intensive, and Moody's expects excess cash flow to be allocated to bolt-on acquisitions. Liquidity is also supported by the new and upsized $100 million asset-based revolving credit facility, which will be undrawn at close. As proposed, the senior secured term loan is expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include incremental debt capacity up to the greater of 100% of LTM EBITDA and $115 million, plus available amounts under the general debt basket, plus unlimited amounts subject to closing date first lien net leverage ratio (if pari passu secured). No portion of the incremental may be incurred with an earlier maturity than the initial term loans. The credit agreement is expected to permit the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prevent unrestricted subsidiaries from holding intellectual property that is material to the company as a whole. 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 "anti-Chewy" provisions to be disclosed in the final loan documents. The credit agreement is expected to include "anti-Serta" protections to be disclosed in the final loan documents. The above are proposed terms and the final terms of the credit agreement may be materially different. The positive outlook reflects the expectation that Cook & Boardman will continue to reduce leverage through earnings growth, supported by its healthy backlog and bolt-on acquisition activity. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Governance considerations are material to Cook & Boardman's rating. Governance factors Moody's considers for Cook & Boardman include its acquisitive-growth strategy primarily through tuck-in acquisitions funded using incremental debt and some cash flow and concentrated ownership by its PE sponsor Littlejohn & Co. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider upgrading the ratings if the company increases its scale, demonstrates further earnings growth, maintains leverage below 5.5x and EBITA-to-interest expense near 2.0x. Improved liquidity and more conservative financial policies would support upward ratings movement. The ratings could be downgraded if adjusted debt-to-EBITDA approaches 6.5x and adjusted EBITA-to-interest expense is sustained near 1.0x. A deterioration in liquidity, an aggressive acquisition with additional debt or significant shareholder return activity could result in downward rating pressure. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. The Cook & Boardman Group, LLC, headquartered in Winston-Salem, North Carolina, is a national distributor of commercial doors and related products primarily used in commercial applications. Platinum Equity, through its affiliates, is the primary owner of Cook & Boardman with majority ownership. Littlejohn & Co. owns the remaining share of the business. RIALTO BIOENERGY: Seeks to Tap RPA Asset Management Services as CRO ------------------------------------------------------------------- Rialto Bioenergy Facility, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ RPA Asset Management Services, LLC and designate Chip Cummins, a member of RPA, as chief restructuring officer. RPA and Mr. Cummins will render these services: (a) assist the Debtor with all budgeting and financial reporting matters; (b) report directly to the four-person board of managers of the Debtor and have consultation rights with respect to asset sales and other strategic matters; (c) review expenses; (d) work with the Debtor to evaluate opportunities to increase revenue and feedstock availability as reasonably as possible; and (e) for the avoidance of doubt neither RPA nor the CRO will be involved in the operation of the Debtor's facility. RPA will receive a monthly fee of $160,000 plus reimbursement for expenses incurred. Mr. Cummins 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: Chip Cummins RPA Asset Management Services, LLC 45 Eisenhower Drive, Suite 560 Paramus, NJ 07652 Telephone: (201) 527-6652 Email: ccummins@rpaadvisors.com About Rialto Bioenergy Facility Rialto Bioenergy Facility, LLC owns and operates a multi-feedstock bioenergy facility in Rialto, Calif., which converts organic waste, such as food waste, yard waste, and biosolids into carbon-negative renewable natural gas, with capability to also generate renewable electricity and soil amendment or fertilizer. The facility, the largest in North America and valued at $196.6 million, utilizes anaerobic digestion technology to convert the organic waste received from waste haulers into renewable natural gas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-01467) on May 25, 2023, with $100 million to $500 million in both assets and liabilities. Yaniv Scherson, vice president, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchik, LLP as bankruptcy counsel; B. Riley Securities, Inc. as financial advisor; GlassRatner Advisory & Capital Group, LLC as valuation consultant; and Chip Cummins at RPA Asset Management Services as chief restructuring officer. The U.S. Trustee for Region 15 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Brinkman Law Group, PC as legal counsel and Continental Economics, Inc. as valuation consultant. UMB Bank, N.A. as DIP Agent and the Prepetition Trustee, and the holders of the Rialto Bioenergy Facility Solid Waste Disposal Revenue Bonds (Rialto Bioenergy Facility, LLC Project) Series 2019 (AMT) (Green Bonds) -- Prepetition Secured Parties – have retained Arnold & Porter Kaye Scholer LLP as primary counsel, Ankura Consulting Group, LLC as financial advisor, and Ballard Spahr LLP as counsel. ROBERT P. OBREGON DDS: Case Summary & 12 Unsecured Creditors ------------------------------------------------------------ Debtor: Robert P. Obregon DDS Inc. 8035 Madison Avenue #G1 Citrus Heights, CA 95610 Business Description: The Debtor is a family, cosmetic and implant dentistry. Its services include preventive care, restorative dental care, dental implants, cosmetic dentistry, and oral & maxillofacial surgery. Chapter 11 Petition Date: October 13, 2023 Court: United States Bankruptcy Court Eastern District of California Case No.: 23-23620 Debtor's Counsel: Gabriel E. Liberman, Esq. LAW OFFICES OF GABRIEL LIBERMAN, APC 1545 River Park Drive., STE 530 Sacramento, CA 95815 Tel: 916-485-1111 Fax: 916-485-1111 Email: attorney@4851111.com Total Assets: $712,637 Total Liabilities: $1,922,082 The petition was signed by Robert Obregon as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LHI3UYY/Robert_P_Obregon_DDS_Inc__caebke-23-23620__0001.0.pdf?mcid=tGE4TAMA SANDVINE CORP: $400MM Bank Debt Trades at 18% Discount ------------------------------------------------------ Participations in a syndicated loan under which Sandvine Corp is a borrower were trading in the secondary market around 81.9 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $400 million facility is a Term loan that is scheduled to mature on November 2, 2025. The amount is fully drawn and outstanding. Sandvine Corporation, headquartered in Waterloo, Ontario, Canada, and owned by funds affiliated with Francisco Partners, provides network and application intelligence solutions to mobile, fixed, cable, satellite and Wi-Fi service providers, and governments globally. SHO HOLDING I: $233MM Bank Debt Trades at 31% Discount ------------------------------------------------------ Participations in a syndicated loan under which SHO Holding I Corp is a borrower were trading in the secondary market around 69.1 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $233 million facility is a Term loan that is scheduled to mature on April 27, 2024. The amount is fully drawn and outstanding. SHO Holding I Corp operates as a holding company. The Company, through its subsidiaries, designs and manufactures athletic and non-athletic footwear products. SINCLAIR TELEVISION: $750MM Bank Debt Trades at 30% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 69.8 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on April 21, 2029. About $741.1 million of the loan is withdrawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. SK SPEC 1: Case Summary & Seven Unsecured Creditors --------------------------------------------------- Debtor: SK SPEC 1 LLC 200 Sewell Court Irving, TX 75038 Chapter 11 Petition Date: October 13, 2023 Court: United States Bankruptcy Court Northern District of Texas Case No.: 23-32348 Debtor's Counsel: Howard Marc Spector, Esq. SPECTOR & COX, PLLC 12770 Coit Road Suite 850 Dallas TX 75251 Phone: (214) 365-5377 Email: hms7@cornell.edu Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Steven Kennedy as member-manager. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZGI2VRI/SK_SPEC_1_LLC__txnbke-23-32348__0001.0.pdf?mcid=tGE4TAMA SOUND INPATIENT: $610MM Bank Debt Trades at 52% Discount -------------------------------------------------------- Participations in a syndicated loan under which Sound Inpatient Physicians Holdings LLC is a borrower were trading in the secondary market around 47.8 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $610 million facility is a Term loan that is scheduled to mature on June 28, 2025. About $589.8 million of the loan is withdrawn and outstanding. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound Inpatient Physicians' principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SPECIALTY DENTAL: Seeks to Hire Prac Tran, LLC as Broker -------------------------------------------------------- Specialty Dental Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Prac Tran, LLC dba Practice Transitions Group as their broker. Prac Tran will assist the Debtors in the sale of their assets. The firm will receive a commission equal to 6 percent of the final sales price, or $70,000. Prac Tran does not represent any interest adverse to the Debtor or the estate, and is a "disinterested person" as defined in 11 U.S.C. 101(14). The firm can be reached through: Thomas Allen PracTran, LLC dba Practice Transitions Group 7800 Shoal Creek Blvd # 231S Austin, TX 78757 Phone: (512) 956-5076 About Specialty Dental Holdings, LLC Specialty Dental Holdings, LLC filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-10498) on July 10, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Shad Robinson oversees the case. Stephen W. Sather, Esq., at Barron & Newburger, PC is the Debtor's legal counsel. Holland and Knight, LLP as special counsel. SPEED TRANS: Unsecureds Will Get 100% with Interest in Plan ----------------------------------------------------------- Speed Trans, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated October 10, 2023. Since 2012, the Debtor has operated freight hauling operations providing transport services primarily to commercial accounts and businesses located in the state of Washington and throughout the US based out of its headquarters located at 3701 Pacific Highway East, Tacoma, WA. The decrease in revenue resulted in the Debtor falling behind on its financial obligations. On June 30, 2023, Commercial Credit Group ("CCG"), as a holder of the secured notes on 74 trucks/trailers, seized 3 of the trucks which are necessary for the continuation of the business. Negotiations between debtor and CCG were not successful and CCG was attempting repossession of additional tractors. The Debtor filed an emergency Chapter 11 bankruptcy on July 11, 2023 to prevent further repossession of the additional tractors/trucks. Arashdeep Singh, holder of a 100% member interest in the Debtor, served as Managing Member of the Debtor prior to the petition date and will continue to serve in the same capacity for which he will be compensated. Class 5 consists of General Unsecured Claims. Each holder of an allowed general unsecured claim will be paid a pro rata share of $8,200 per month beginning July 5, 2025. Claims will be paid an amount sufficient to return 100% to all general unsecured claims. Interest will accrue at the rate of 5.36%. This Class is impaired. Arashdeep Singh holds a 100%-member interest in the Debtor which be retained until payments provided for in the Plan are paid in full. It is anticipated the Debtor's fixed expenses will remain relatively constant moving forward with variable expenses increasing proportionately with revenue. The Plan will be funded with revenue from the Debtor's operation. During the Plan term, the Debtor will continue with the trucking operation and anticipates that sufficient net income can be generated from its services to make the payments under this proposed plan. In the event the regular monthly income is not sufficient to meet the payments under this proposed plan, Debtor will sell trucks and trailers as necessary to meet the monthly obligations. A full-text copy of the Plan of Reorganization dated October 10, 2023 is available at https://urlcurt.com/u?l=wlT1ez from PacerMonitor.com at no charge. Debtor's Counsel: Jennifer L. Neeleman, Esq. NEELEMAN LAW GROUP, P.C. 1403 8th Street Marysville, WA 98270 Tel: (425) 212-4800 Fax: (425) 212-4802 Email: courtmail@expresslaw.com About Speed Trans Speed Trans, LLC, has operated freight hauling operations providing transport services primarily to commercial accounts and businesses located in the state of Washington and throughout the US. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-41110) on July 10, 2023. In the petition signed by Arashdeep Singh, owner, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mary Jo Heston oversees the case. Jennifer L. Neeleman, Esq., at Neeleman Law Group, PC, is the Debtor's legal counsel. STEELCASE INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on .S.-based office furniture manufacturer Steelcase Inc. to stable from negative. S&P said, "We affirmed our 'BB' issuer credit rating and our 'BB' issue-level rating on the company's $450 million, 5.125% senior unsecured notes due in 2029. The recovery rating remains '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. "The stable outlook reflects our belief that Steelcase will maintain leverage below 2x and gradually improve operating performance." The ratings affirmation and outlook revision to stable from negative reflects the company's improved profitability and cash flow, industry conditions, and a moderated risk of a near-term recession. Steelcase remains below pre-pandemic revenue, and volumes declined during the first half of the fiscal year ended February 2024. Still, we think office furniture industry trends are improving. S&P said, "Our economists no longer forecast a recession in the U.S. over the next year, but GDP growth will continue at a slower pace. During the first three weeks in September, the company's orders increased 18% versus a decline of about 20% during the same period in 2022. Return-to-office trends have been slow, hovering near 50% according to Kastle Systems' back to work barometer, with modest upticks as companies continue to operate hybrid work models. If companies become more confident in the economy, we believe office furniture remodeling will increase, which could benefit Steelcase in the near term. Still, we believe key risks to the industry's stabilization include weaker macroeconomic conditions and permanently reduced office space." During the first half of fiscal 2024, revenue was about flat and S&P Global Ratings-adjusted EBITDA improved over 34% from the same prior-year period. Revenues largely benefiting from carryover benefits of price increases. Volumes declined since the third quarter last year, and Steelcase expects slightly negative volumes. S&P believes restoring organic volume growth will take time as the industry evolves and the company executes its new growth strategy. EBITDA growth was due to price increases, moderating inflation, and cost-saving actions. As a result, S&P Global Ratings-adjusted debt to EBITDA for the 12 months ended Aug. 25, 2023, improved to 1.7x from 3.2x in the same prior-year period. Free operating cash flow (FOCF) improved during the first half as well, to over $120 million from deficits in fiscal 2023. Working capital has become a source of cash with improved supply chains as Steelcase worked down inventory. Steelcase refocused its priorities to adjust to changes in the contract office furniture market. The company believes the market in the Americas may stabilize below pre-pandemic levels in the near-term. As a result, it has identified key primary objectives to address the potential revenue gap. This includes leading the hybrid work transformation, diversifying the markets and customers it services, and improving profitability. Steelcase seeks to diversify its revenue base outside of large corporate customers by targeting more small and midsize businesses, government, education, health care, and consumer segments. It set a midterm revenue target of 5%-7% average annual revenue growth and 6%-7% company-adjusted operating income margin target. S&P said, "We believe Steelcase will need to invest in its supply chain, new product development, and take-out costs, as well as adjust its go-to-market strategies to adapt to smaller-scale customers and a different product mix. Therefore, we believe the benefits of these strategic shifts will take at least a few years to realize. Profit recovery could remain uncertain and uneven, especially in a macroeconomic downturn. That said, we believe leverage is low enough that the company can withstand some headwinds and still maintain sufficient liquidity." Steelcase remains highly vulnerable in an economic downturn. S&P Global economists no longer forecast a recession over the next 12 months, but the risk remains elevated at 30%-35%. The company operates in a highly cyclical industry. Spending on new office construction and large remodeling projects typically declines during a recession. The primary macroeconomic drivers for Steelcase are GDP, white-collar employment rates, and nonresidential fixed investment. Steelcase's conservative balance sheet management has also helped withstand downcycles. S&P said, "The stable outlook reflects our expectation for Steelcase's profitability to continue to improve and that it will gradually recover lost revenue as it executes its new growth strategy. Absent a recession or further deterioration in office furniture demand, we expect the company to maintain leverage below 2x. In a more severe recession, we believe there is downside pressure to financial performance, with leverage potentially sustained above our peak leverage expectation of about 3x." S&P could lower the rating if leverage increases to 3x or above or cash flow deteriorates. This could happen if macroeconomic conditions worsen and: -- Demand deteriorates and profits decrease beyond 2022 lows; -- The company cannot pass along price increases or mitigate input cost increases or supply chain disruptions; -- Return-to-office trends worsen or Steelcase cannot execute its new growth strategy; or -- The company adopts more aggressive financial policies by executing large share repurchases or acquisitions while cash flow and profitability are weak. S&P could raise the rating if Steelcase sustains leverage below 2x, maintains positive FOCF, and increases volume. S&P believes this could occur if: -- The company restores volume growth with improved return-to-office trends or executes its strategy of expanding with other customer segments outside of large corporate; or -- Steelcase continues a conservative financial policy with low leverage to withstand economic downturns. STONY POINT: Seeks to Hire Kirby Aisner & Curley as Legal Counsel ----------------------------------------------------------------- Stony Point Ambulance Corps, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kirby Aisner & Curley LLP as counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers, duties and responsibilities of the Debtor in the continued management of its property and affairs; (b) negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps to effectuate such a plan; (c) prepare legal papers; (d) appear before the Bankruptcy Court to protect the interest of the Debtor and to represent it in all matters pending before the court; (e) attend meetings and negotiate with representatives of creditors and other parties in interest; (f) 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 Debtor. The hourly rates of the firm's counsel and staff are as follows: Partners $475 - $575 Associates $295 - $325 Paraprofessionals/Law Clerks $150 - $200 In addition, the firm will seek reimbursement for expenses incurred. The firm received a pre-petition retainer in the amount of $30,000 on August 29, 2023, for legal services rendered in the prior month. Erica Aisner, Esq., a partner at Kirby Aisner & Curley, 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: Erica R. Aisner, Esq. Kirby Aisner & Curley LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Telephone: (914) 401-9500 Email: eaisner@kacllp.com About Stony Ambulance Stony Point Ambulance Corps, Inc. -- https://www.spacems.org – is the official ambulance service for the Town of Stony Point, NY. They offer NYS EMT certification and provide personal growth and career development opportunities. Stony Point Ambulance sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22654) on Sept. 7, 2023. In the petition filed by Johan Waite, chief operating officer, the Debtor estimated between $1 million and $10 million in both assets and liabilities. The Honorable Bankruptcy Judge Sean H. Lane oversees the case. The Debtor tapped Erica Aisner, Esq., at Kirby Aisner and Curley, LLP as legal counsel. SUNLAND MEDICAL: Seeks to Hire McGuire Craddock as Special Counsel ------------------------------------------------------------------ Sunland Medical Foundation d/b/a Trinity Regional Hospital Sachse and affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ McGuire Craddock & Strother, P.C. as its special counsel. The firm's services include: i. advising the Debtors with respect to certain corporate and compliance matters; ii. providing legal advice with regard to any general corporate matters that the Debtors deem as necessary and appropriate and which MCS has agreed or agrees to assist, including but not limited to the matters related to the above Services; and iii. providing such other legal services as may be reasonably requested by the Debtors. MCS's current hourly rates are: Shareholders $400 to $700 Associates $300 to $400 Paralegals $125 to $225 Thomas M. Whelan, Shareholder $570 Nate Wilkins, Associate $300 MCS is a "disinterested person" within the meaning of Bankruptcy Code section 101(14), according to court filings. The firm can be reached through: Thomas M. Whelan, Esq. MCGUIRE CRADDOCK & STROTHER, P.C. 500 N Akard St Suite 2200 Dallas, TX 75201 Phone: (214) 954-6834 Email: tcraddock@mcslaw.com About Sunland Medical Foundation Sunland Medical Foundation is a not-for-profit, 32-bed, community-focused acute care hospital providing care to the residents of Sachse, Murphy, Wylie, Rowlett, Garland, Plano, Richardson, and surrounding communities. Sunland Medical Foundation and certain of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 23-80000) on August 29, 2023. In the petition signed by Jonathan Nash, chief restructuring officer, Sunland Medical disclosed up to $100 million in assets and up to $500 million in liabilities. Judge Michelle V. Larson oversees the case. McDermott Will & Emery LLP represents the Debtor as legal counsel, Meadowlark Advisors, LLC as financial advisor, and Stretto, Inc., the claims agent. SUNLAND MEDICAL: Seeks to Hire SC&H Group as Investment Banker -------------------------------------------------------------- Sunland Medical Foundation d/b/a Trinity Regional Hospital Sachse and affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ SC&H Group as its investment banker. The firm will render these services: a) undertake a study in order to better understand the business and inspect the assets of the business to determine their physical condition. b) identify potential buyers based on information to be provided by the Debtor and make recommendations to prepare the assets and the business for proper investigation by potential buyers. c) prepare an information memorandum or other materials about the assets and the business for consideration by prospective buyers and prepare advertising letters, fliers and/or similar sales materials, which would include information regarding the assets, in each case, based on information provided by the Debtor. d) prepare a program which may include marketing a potential transaction through newspapers, trade journals and websites, letters, fliers, telephone solicitation, the Internet and/or such other methods as SC&H may deem appropriate. e) contact potential buyers for the Debtor's consideration and evaluation and require potential buyers to execute Confidentiality Agreements in favor of the Debtor, unless the Debtor has instructed SC&H to do otherwise. f) facilitate the development of a Virtual Data Room with detailed information including financial statements, marketing materials, customer and supplier lists, management CVs, facilities and other information the Debtor deems relevant. g) circulate any information memorandum and marketing materials, provide access to the VDR or send materials to interested parties regarding the assets, after completing confidentiality documents. h) respond, provide information to, coordinate site visits, communicate and negotiate with and obtain offers from interested parties. Advise the Debtor in structuring a transaction and make recommendations as to whether or not a particular transaction offer should be accepted. i) provide updates on the status of a transaction to the Debtor and to UMB Bank, N.A., as Bond Trustee (who shall have independent access to SC&H), and their respective professionals, including update calls as reasonably requested by Debtor. j) in connection with a bankruptcy or similar proceeding governing a potential transaction, assist with the submission of bid procedures to the Court, conduct the auction that may result therefrom, and obtain Court approval of such transaction to the extent necessary, including appearing and testifying at Court hearings. k) if requested by Debtor, negotiate with various stakeholders of the Debtor, including but not limited to, secured and unsecured creditors, in regards to the possible financial restructuring of the existing claims of the creditors of the Debtor. l) provide assistance in transaction structuring and pricing discussions with potential buyers, on an as-needed basis, in an effort to guide the transaction to a satisfactory conclusion and perform related services necessary to maximize the proceeds to be realized in any transaction. The firm will be paid as follows: a) Monthly Fee. Beginning on the first day of the term and continuing on the first day of every month thereafter during the term of the Engagement Letter, the Debtors shall be obligated to pay SC&H, without notice or invoice, a nonrefundable cash fee of $15,000, payable in arrears, on the last day of such 30-day period (Monthly Fee). 100 percent of all Monthly Fees paid to, and received by, SC&H shall be credited against any Transaction Fee to which SC&H becomes entitled, except that, in no event, shall such Transaction Fee be reduced below zero. b) Transaction Fee. In the event that the Debtors enter into a Definitive Agreement, SC&H shall be entitled to a "Transaction Fee" that shall be equal to the greater of (i) $400,000 (minus any applicable credits relating to the Monthly Fees), (ii) 2 percent of the Total Consideration up to and including $45 million, and (iii) 3 percent of all Total Consideration greater than $45 million, if any. SC&H shall be entitled to an additional fee of $200,000 if Total Consideration exceeds $75 million. c) Interim Financing. No interim financing Transaction will trigger the minimum Transaction Fee described above. However, if the Debtors request SC&H to assist in obtaining interim financing, any resulting interim financing Transaction will result in an additional fee related to that financing and shall be 2 percent of the related amount of the commitment provided by such party providing interim financing (Interim Financing Fee); provided, however, if a party that has executed a Definitive Agreement provides financing to Debtor for the period between execution of the Definitive Agreement and the closing of a Transaction, any Interim Financing Fee paid to SC&H shall be credited in full towards a subsequent Transaction Fee with the same Buyer. d) Expense Reimbursement. The Debtors shall reimburse SC&H for all reasonable out-of-pocket costs and expenses incurred by SC&H in connection with its engagement under the Engagement Letter, up to a maximum of $20,000. Kenneth Mann, managing director at SC&H Group, 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: Kenneth W. Mann SC&H Group, Inc. 910 Ridgebrook Rd. Sparks, MD 21152 Telephone: (410) 403-1500 Email: kmann@schgroup.com About Sunland Medical Foundation Sunland Medical Foundation is a not-for-profit, 32-bed, community-focused acute care hospital providing care to the residents of Sachse, Murphy, Wylie, Rowlett, Garland, Plano, Richardson, and surrounding communities. Sunland Medical Foundation and certain of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 23-80000) on August 29, 2023. In the petition signed by Jonathan Nash, chief restructuring officer, Sunland Medical disclosed up to $100 million in assets and up to $500 million in liabilities. Judge Michelle V. Larson oversees the case. McDermott Will & Emery LLP represents the Debtor as legal counsel, Meadowlark Advisors, LLC as financial advisor, and Stretto, Inc., the claims agent. SUNLAND MEDICAL: Taps MeadowLark Advisors as Interim Manager ------------------------------------------------------------ Sunland Medical Foundation d/b/a Trinity Regional Hospital Sachse and affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ MeadowLark Advisors LLC as interim manager, designate Jonathan Nash as chief restructuring officer and J Cooper Crouse as chief executive officer, and provide certain additional personnel. The services to be rendered by MeadowLark Advisors include: a) reviewing and assessing the Debtors' cash flow and financial position on an ongoing basis; b) assisting the Debtors with their relationships with Debtors' existing lenders and other creditors; c) assisting the Debtors in the management and day-to-day operations; d) working with the Debtors to enhance their liquidity; e) assisting the Debtors with restructuring their existing debt; and f) assisting with such other matters as may be requested or agreed upon. MeadowLark will be paid at their customary hourly billing rates, which vary between $325 to $695 per hour, plus 4.5 percent of hourly fees charged to cover administrative expenses. The firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates, according to court filings. Meadowlark can be reached at: Jonathan J. Nash MEADOWLARK ADVISORS, LLC Austin, TX 78703 Tel: (512) 527-4111 Email: JNash@MLAfocus.com About Sunland Medical Foundation Sunland Medical Foundation is a not-for-profit, 32-bed, community-focused acute care hospital providing care to the residents of Sachse, Murphy, Wylie, Rowlett, Garland, Plano, Richardson, and surrounding communities. Sunland Medical Foundation and certain of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 23-80000) on August 29, 2023. In the petition signed by Jonathan Nash, chief restructuring officer, Sunland Medical disclosed up to $100 million in assets and up to $500 million in liabilities. Judge Michelle V. Larson oversees the case. McDermott Will & Emery LLP represents the Debtor as legal counsel, Meadowlark Advisors, LLC as financial advisor, and Stretto, Inc., the claims agent. TECHNICOLOR CREATIVE: $42MM Bank Debt Trades at 15% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Technicolor Creative Services USA Inc is a borrower were trading in the secondary market around 84.8 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $42.1 million facility is a payment-in-kind Term loan that is scheduled to mature on September 28, 2026. The amount is fully drawn and outstanding. Technicolor Creative Services USA, Inc. offers motion picture services. The Company provides VFX, animation, sound, mastering, versioning, digital distribution, device interconnection, technology licensing, patent licensing, and brand licensing services. Technicolor Creative Services USA serves customers worldwide. TENNECO INC: $1.40BB Bank Debt Trades at 16% Discount ----------------------------------------------------- Participations in a syndicated loan under which Tenneco Inc is a borrower were trading in the secondary market around 84.3 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.40 billion facility is a Term loan that is scheduled to mature on November 17, 2028. About $1.24 billion of the loan is withdrawn and outstanding. Tenneco Inc. (NYSE: TEN) designs, manufactures, and sells clean air, and powertrain products and systems for light vehicle, commercial truck, off-highway, industrial, motorsport, and aftermarket customers worldwide. The company was formerly known as Tenneco Automotive Inc. and changed its name to Tenneco Inc. in 2005. Tenneco Inc. was incorporated in 1996 and is based in Skokie, Illinois. TENNISWOOD INC: Unsecured Creditors to Split $160K in 60 Months --------------------------------------------------------------- Tenniswood, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Florida a Third Amended Subchapter V Plan of Reorganization dated October 9, 2023. The Debtor proposes this Subchapter V Plan for the repayment of its creditors. The Debtor agrees to a valuation of the tangible assets totaling $267,995. The Debtor had seven executory contracts or unexpired leases at the time the voluntary petition was filed commencing this case for the seven locations where it operates. As part of its Plan of reorganization and in an effort to reduce overhead costs to make the Plan feasible, the Debtor intends to reject several of the leases of the drop off locations. The Internal Revenue Service filed an unsecured claim for income taxes owed by the Debtor in the amount of $43,813.29 asserting the Debtor owes excise taxes. The Debtor intends to object to this claim. The Florida Department of Revenue filed an unsecured priority claim in the amount of $272.87 for an underpayment for sales taxes and penalties. This claim will be paid 100% of the present value of the % of the present value of the allowed claim upon the effective date. The Florida Department of Revenue filed an unsecured priority claim for pre-petition solid waste fees in the amount of $4,954.16. The Debtor disputes the amount claimed, but agrees a debt is owed. The Debtor shall file an objection as to the amount. The allowed amount shall be paid over a period of 60 months from the effective date with interest at 6% per annum. Class 5 consists of General Unsecured Claims. Creditors holding general unsecured claims shall receive monthly payments, commencing on the first day of the first full month following the effective date for a period of 60 months. General unsecured creditors shall receive a pro-rata share of the net disposable income which shall consist of the remaining sum after the payment of necessary operating expenses and payments to creditors in classes 1 to 4. As of the date of the filing of this Plan, allowed unsecured claims total $2,094,791.61. Unsecured claims will also include any rejection damages claimed by the landlords on leases which are being rejected. Based on the pro forma, the payment to unsecured creditors is estimated to be approximately $160,000.00. A full-text copy of the Third Amended Plan dated October 9, 2023 is available at https://urlcurt.com/u?l=bqihe0 from PacerMonitor.com at no charge. Counsel for the Debtor: Steven J. Ford, Esq. Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons, P.A. 307 S. Palafox Street Pensacola, FL 32502 Tel: 850-438-1111 Email: jsf@whsf-law.com amanda@whsf-law.com About Tenniswood Inc. Tenniswood, Inc., is a full dry cleaner and laundry services provider in Pensacola, Fla. It conducts business under the name Vick's Cleaners. Tenniswood filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30350) on May 19, 2023, with $214,164 in assets and $2,173,933 in liabilities. Jodi Daniel Dubose has been appointed as Subchapter V trustee. Judge Jerry C. Oldshue, Jr. oversees the case. J. Steven Ford, Esq., at Wilson Harrell Farrington Ford Wilson Spain & Parsons, P.A., is the Debtor's legal counsel. THRASIO LLC: $325MM Bank Debt Trades at 30% Discount ---------------------------------------------------- Participations in a syndicated loan under which Thrasio LLC is a borrower were trading in the secondary market around 70.0 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $325 million facility is a Delay-Draw Term loan that is scheduled to mature on December 18, 2026. Thrasio LLC -- https://www.thrasio.com — specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. THRASIO LLC: $740MM Bank Debt Trades at 30% Discount ---------------------------------------------------- Participations in a syndicated loan under which Thrasio LLC is a borrower were trading in the secondary market around 69.9 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $740 million facility is a Term loan that is scheduled to mature on December 18, 2026. The amount is fully drawn and outstanding. Thrasio LLC -- https://www.thrasio.com — specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. TIDAL POWER: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit ratings on Tidal Power Holdings LLC. S&P raised the issue-level rating on Tidal Power's co-issued senior secured debt and revolving credit facility to 'BB' from 'BB-' and revised the recovery rating to '1' from '2', due to decreased debt outstanding at the simulated default. The stable outlook reflects S&P's expectation that S&P Global Ratings-adjusted debt to EBITDA will be less than 1x in 2023 and 2024. The projected credit metrics are partially supported by adequate contracted cash flow over the next few years and projected debt paydown on the term loan from 100% excess cash flow sweep. Tidal Power and APLP Holdings L.P. (the borrowing group or Tidal Power) continue to demonstrate stable operating performance, as S&P expected. The borrowing group continues to benefit from some medium-term revenue visibility due to contracted cash flow. The borrowing group's ongoing re-contracting activities provide medium-term cash flow visibility. The borrowing group re-contracted most of the contracts that expired in 2022, albeit with shorter terms. At the same time, the remaining weighted average contract life is less than four years, which S&P views as short term and exposing the company to potential market fluctuations once the contracts expire. Asset sales and continued sweep from operating cash flow reduce leverage. Since the $370 million term loan B (TLB) was issued in 2021, the borrowing group has repaid $252 million as of second-quarter 2023. This repayment was funded by $58 million in asset sales of Chambers and Manchief, and the rest is funded through excess cash sweep. As a result of the cash sweep and asset sales, debt to EBITDA decreased to 1.6x in fourth-quarter 2022 from 2.7x in fourth-quarter 2021. S&P said, "We expect the borrowing group will continue sweeping from 100% of operating cash flow to reduce leverage in future periods. We also expect the proceeds from the 50.15% ownership sale of Frederickson will be used for debt repayment." Limited scale compared with IPP peers in the U.S. remains a disadvantage. S&P said, "In our view, the limited scale of the borrowing group's operating assets compares unfavorably with that of independent power producers (IPP) peers. In addition, the continued decommissioning further decreases the portfolio's operating scale, which could potentially compromise stability and sustainability of its revenue. "The stable outlook on Tidal Power reflects our expectation that S&P Global Ratings-adjusted debt to EBITDA will be less than 1x in 2023 and 2024. The projected credit metrics are partially supported by adequate contracted cash flow in the next few years and projected debt paydown on the term loan from 100% excess cash flow sweep. "We would consider lowering the rating if at least $60 million-$80 million in cash flow sweeps, which we expect will occur, do not materialize over the next 12 months. This could stem from significantly higher-than-expected operating costs to maintain the power assets in the portfolio. "We view a higher rating as unlikely because of the borrowing group's limited scale relative to that of other IPPs. We could consider raising the rating if the company substantially increases its scale while reducing leverage via the cash flow sweep. An improvement in leverage metrics and higher-than-expected cash sweeps alone might not support an upgrade because the sponsor could incur additional debt." TNT INDUSTRIES: Seeks to Hire Red Rock Legal Services as Counsel ---------------------------------------------------------------- TNT Industries, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ the law firm Red Rock Legal Services, PLLC. The Debtor requires legal counsel to: (a) prepare legal papers; (b) assist the Debtor in analyzing and pursuing possible reorganization possibilities; (c) assist the Debtor in analyzing and pursuing any proposed dispositions of assets of its estate; (d) review, analyze, and advise the Debtor regarding claims or causes of action to be pursued on behalf of its estate; (e) assist the Debtor in providing information to creditors and parties-in-interest; (f) review, analyze, and advise the Debtor regarding any fee applications or other issues involving professional compensation in the Debtor's case; (g) prepare and advise the Debtor regarding any Chapter 11 plan filed by the Debtor; (h) assist the Debtor in negotiations with various creditor constituencies regarding treatment, resolution, and payment of the creditors' claims in this case, and negotiations and discussions with the small business trustee; (i) review and analyze the validity of claims filed in this case and advise the Debtor as to the filing of objections to claims, if necessary; and (j) perform all other necessary legal services as may be required by the needs of the Debtor in the above-captioned case. Red Rock Legal received an initial prepetition retainer of $13,979 plus $1,738 for the filing fee. The hourly rates of the firm's counsel and staff are as follows: Geoffrey L. Chesnut $350 Senior Attorneys $250 - $450 Junior Attorneys $180 - $225 Paralegals $90 - $130 In addition, the firm will seek reimbursement for expenses incurred. Geoffrey Chesnut, Esq., a shareholder attorney at Red Rock Legal Services, 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: Geoffrey L. Chesnut, Esq. Red Rock Legal Services, PLLC P.O. Box 1948 Cedar City, UT 84721 Telephone: (435) 634-1000 Facsimile: (435) 634-1001 Email: courtmailrr@expresslaw.com About TNT Industries TNT Industries, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 23-24401) on Oct. 1, 2023. In the petition signed by Gabriel Tilley, managing member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge William T. Thurman oversees the case. Geoffrey L. Chesnut, Esq., at Red Rock Legal Services, PLLC serves as the Debtor's counsel. TRINSEO PLC: BlackRock Reports 7.5% Equity Stake ------------------------------------------------ BlackRock Inc. filed Amendment No. 3 to its Schedule 13G to report its ownership of Trinseo PLC's Common Stock as of September 30, 2023, pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934. BlackRock Inc. said it may be deemed to beneficially own an aggregate of 2,636,554 shares, equivalent to 7.5% of Trinseo's Common Stock. BlackRock, Inc. may be reached at: Spencer Fleming BlackRock, Inc. 50 Hudson Yards New York, NY 10001 Tel: (212) 810-5800 A full text copy of BlackRock's Report is available at https://tinyurl.com/syruu2k7 About Trinseo PLC Wayne, Pa.-based Trinseo (NYSE: TSE), is a specialty material solutions provider. As of June 30, 2023, Trinseo had $3.3 billion in total assets against $695 million in total current liabilities and $2.64 billion in total noncurrent liabilities. In May 2023, S&P Global Ratings lowered its issuer credit rating on Trinseo PLC to 'CCC+' from 'B-'. At the same time, S&P lowered the issue-level ratings on Trinseo's senior secured b-2 term loan facility to 'B' from 'B+'. S&P also lowered its issue-level ratings on the senior unsecured notes to 'CCC+' from 'B-'. In September 2023, S&P lowered the issue-level rating on Trinseo's existing senior secured debt to 'B-' from 'B'. S&P also lowered the issue-level rating on the existing senior unsecured notes to 'CCC' from 'CCC+'. The ratings firm said its 'CCC+' issuer credit rating and negative outlook on Trinseo PLC remain unchanged. UNITED BRANDS: Hires Gordon Rees Scully Mansukhani as Counsel ------------------------------------------------------------- United Brands Products Design Development & Marketing, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Gordon Rees Scully Mansukhani, LLP as special litigation counsel. The Debtor needs a counsel to handle post-trial motions and appellate matters in the civil case styled Karen Chaplin and Jason Politte v. Trenton Geiger, et al., Case No. 20SL-CC06071, pending in the Circuit Court of the State of Missouri, County of St. Louis. The firm holds a retainer of $200,000 from the Debtor. James Morris, Esq., a partner at Gordon Rees Scully Mansukhani, 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: James C. Morris, Esq. Gordon Rees Scully Mansukhani, LLP 211 North Broadway, Suite 2150 St. Louis, MO 63102 Telephone: (314) 665-1305 Email: jmorris@grsm.com About United Brands United Brands Products Design Development & Marketing, Inc., doing business as Whip-It!, is a manufacturer of dispensers and chargers in South San Francisco, Calif. The Debtor filed Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-30604) on Sept. 5, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Nesser David Zahriya, president, signed the petition. Judge Hannah L. Blumenstiel oversees the case. The Debtor tapped Michael W. Malter, Esq., at Binder & Malter, LLP as legal counsel and James C. Morris, Esq., at Gordon Rees Scully Mansukhani, LLP as special litigation counsel. UNITED PF HOLDINGS: $525MM Bank Debt Trades at 18% Discount ----------------------------------------------------------- Participations in a syndicated loan under which United PF Holdings LLC is a borrower were trading in the secondary market around 82.3 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $525 million facility is a Term loan that is scheduled to mature on December 30, 2026. The amount is fully drawn and outstanding. United PF Holdings, LLC operates fitness and recreation centers. URBAN ONE: BofA Agree to Move Deadline for Financial Reports ------------------------------------------------------------ Urban One, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the Company has entered into a fourth waiver and amendment to its ABL Facility, dated as of February 19, 2021. The waiver was signed by the Company, the Company's subsidiaries guarantors, the lenders party, and the Bank of America, N.A., as administrative agent. The Fourth Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company's failure to timely deliver both the Quarterly Financial Deliverables for the Quarter ended December March 31, 2023 and Quarterly Financial Deliverables for the Quarter ended June 30, 2023, as required under the Current ABL Facility. The Fourth Waiver and Amendment set a due date of (i) November 9, 2023, for the Q1 2023 Form 10-Q and (ii) November 14, 2023, for the Q2 2023 Form 10Q. A full-text copy of the Fourth Amendment Report is available at https://tinyurl.com/yfhs89hm About Urban One Urban One, Inc., formerly known as Radio One, Inc., headquartered in Silver Spring, MD, is an urban-oriented multimedia company that operates or owns interests in radio broadcasting stations (32% of revenue as of LTM Q4 2022) generated by 66 stations in 13 markets, cable television networks (43% of revenue), an 80% ownership in Reach Media (9% of revenue), and ownership of Interactive One, its digital platform, as well as other internet-based properties (16% of revenue), largely targeting an African-American and urban audience. The Chairperson, Catherine L. Hughes, and President, Alfred C. Liggins III (Chairperson's son), maintain voting control and hold a significant ownership position. The company reported consolidated revenue of $485 million as of LTM Q4, 2022. Moody's Investors Service affirmed Urban One, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 senior secured notes rating. The speculative grade liquidity rating was upgraded to SGL-1 from SGL-2 reflecting very good liquidity. The outlook was changed to stable from positive. The affirmation of the CFR and stable outlook reflect Urban One's relatively high pro forma leverage (4.9x as of Q4 2022 pro forma for sale of the company's minority ownership position in MGM National Harbor, LLC (National Harbor) and including Moody's standard adjustments) as well as Moody's expectations that operating performance will decline in 2023 due to lower political advertising revenue in a non-election year and from lower cable TV revenue. Cable TV was a source of strength during the pandemic, but is likely to be pressured from lower ratings and a decline in subscribers as consumers continue to migrate to streaming services from cable TV. Social considerations were a key driver of the rating action, as Moody's expects the negative secular pressures in the cable TV division to increase as media consumption continues to migrate to streaming services. US RENAL: $1.25BB Bank Debt Trades at 37% Discount -------------------------------------------------- Participations in a syndicated loan under which US Renal Care Inc is a borrower were trading in the secondary market around 63.3 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.25 billion facility is a Term loan that is scheduled to mature on June 28, 2028. The amount is fully drawn and outstanding. U.S. Renal Care is a dialysis provider available for people living with chronic and acute renal disease. UST HOLDINGS: S&P Upgrades CCR to 'BB-' on Leverage Improvement --------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on UST Holdings Ltd., a global information technology (IT) services and solutions provider, to 'BB-'. S&P also raised its issue-level rating on the company's first-lien debt to 'BB'. The recovery rating remains '2'. The stable outlook reflects S&P's expectation that revenues will return to organic growth after 2023 and that UST can maintain its recent EBITDA margin gains such that leverage is sustained in the low-2x level over the next year. S&P said, "We expect the company's digital revenue segment to return to growth in 2024 as demand pressures subside. UST's largest business line, Digital Solutions (78% of annual 2022 revenue) grew 16% in revenue during 2022 as clients across various industries invested in their digital transformation/IT modernization initiatives. However, during 2023 this business declined 1% during the first quarter and 6% during the second quarter. We attribute the recent weakness to market pressures rather than a loss of its competitive position. Because the economy has been pressured during the first half of the year, many customers have paused or decreased spending on tactical demand IT projects. We expect this segment to resume growth during 2024 as the economy improves and IT budgets resume focus on digital transformation. The company's net revenue retention ratio remains above 95% and the company's overall bookings saw growth during the first half of 2023--these factors support our view of longer-term growth tailwinds for the business. "The stable outlook reflects our view that UST will de-lever to the low-2x area by the end of 2023, and maintain a similar leverage profile during 2024 absent any debt-funded acquisitions or dividends. Deleveraging under our base case is supported by inorganic growth from the company's Advantasure acquisition, EBITDA margin gains from price increases and workforce efficiencies, and modest repayments on its term loan facility. We expect the digital revenue segment to return to growth during 2024 as IT spending improves. "We could lower the rating within the next year if S&P Global Ratings-adjusted leverage worsens to over 3x. This could occur from margin pressures resulting from wage inflation, pricing pressures, and project cost overruns. Leverage could also rise due to low utilization or poorly executed acquisition integrations." While unlikely within the next year, S&P could raise the rating if: -- UST sustains leverage comfortably below 2x, inclusive of potential future acquisitions and shareholder returns. This would require the company to formally communicate and adhere to a leverage target that equates to less than 2x on an S&P Global Ratings-adjusted basis; or -- S&P comes to have a more favorable view of its business and positioning in the IT services sector. Key factors supporting such a view could include improved product diversity, increased contractual recurring software as a service (SaaS) or business process as a service (BPaaS) revenues, and improved profitability levels. VALLEY PROPERTY: Seeks to Hire Baddour & Associates as Broker ------------------------------------------------------------- Valley Property Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Ingrid Baddour and Baddour & Associates Commercial Realtors as its brokers. Baddour will facilitate the sale of the Debtor's property, a 62.71 acres NEC N Indian Canyon Dr/Dillon Rd, Riverside County, California 92240. The total commission for the property is 7 percent. The commission will be shared with the buyer's broker and will be paid from the sale proceeds through escrow. Ingrid Baddour, principal broker of Baddour & Associates, assured the court that the firm is disinterested within the meaning of 11 U.S.C. Secs. 327(a) and 101(14). The firm can be reached through: Ingrid Baddour Baddour & Associates Commercial Realtors Palm Canyon Drive Suite 200 Palm Springs, CA 92262 Telephone: (760) 322-9032 Email: ingrid@baddourrealestate.com About Valley Property Ventures Valley Property Ventures, LLC is a company in Palm Springs, Calif., engaged in activities related to real estate. Valley Property Ventures filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10981) on March 15, 2023. In the petition filed by its manager, Erik Ivan Ochoa Gonzalez, the Debtor reported $1 million to $10 million in both assets and liabilities. Judge Scott H. Yun oversees the case. Golden Goodrich, LLP is the Debtor's bankruptcy counsel. VMV LLC: Seeks to Hire Lefkovitz & Lefkovitz as Bankruptcy Counsel ------------------------------------------------------------------ VMV, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its rights, duties, and powers; (b) prepare and file statements and schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in this proceeding; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Steven L. Lefkovitz $600 Jay R. Lefkovitz $450 Associate Attorneys $350 Paralegals $125 The firm received a retainer of $50,000 from the Debtor. Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz, 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: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About VMV LLC VMV, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03598) on Sept. 29, 2023. In the petition signed by Mitch Patel, manager, the Debtor disclosed up to $50,000 in estimated assets and up to $10 million in estimated liabilities. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as the Debtor's legal counsel. WE 25 BACON: $33.8MM Bank Debt Trades at 19% Discount ----------------------------------------------------- Participations in a syndicated loan under which WE 25 Bacon Road LLC is a borrower were trading in the secondary market around 80.9 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $33.8 million facility is a Term loan that is scheduled to mature on February 28, 2027. The amount is fully drawn and outstanding. WE 25 Bacon Road LLC operates as a real estate company. The Company develops real estate properties. WHEEL PROS: $1.18BB Bank Debt Trades at 19% Discount ---------------------------------------------------- Participations in a syndicated loan under which Wheel Pros Inc is a borrower were trading in the secondary market around 81.0 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.18 billion facility is a Term loan that is scheduled to mature on May 11, 2028. About $1.15 billion of the loan is withdrawn and outstanding. Wheel Pros, Inc. manufactures vehicle wheels. The Company distributes wheels, tires, suspension, and accessories for vehicles. Wheel Pros serves customers in the United States and Canada. WHEELS UP: CEO to Receive $625K in Annual Salary ------------------------------------------------ Wheels Up Experience Inc. filed an amended Form 8-K with the Securities and Exchange Commission to report that George N. Mattson joined the Company as chief executive officer and the Company entered into an employment agreement memorializing the terms and conditions of Mr. Mattson's employment with the Company. On Sept. 14, 2023, the Company announced that the Board of Directors of the Company appointed George N. Mattson to serve as chief executive officer of Wheels Up Partners LLC, an indirect subsidiary of the Company, and principal executive officer of the Company, with an expected start date in early October 2023. At the time of the filing of the CEO Appointment Form 8-K, the Compensation Committee of the Board had not yet determined Mr. Mattson's compensation package. Pursuant to the terms of the Employment Agreement, the Company will pay Mr. Mattson an annual base salary of $625,000, which will be reviewed by the Board annually. Mr. Mattson will also be eligible to receive an annual incentive bonus with a target amount equal to $1,000,000, with any earned amount prorated for fiscal year 2023, based upon the Company's achievement of objective business plan financial targets established annually by the Compensation Committee in consultation with Mr. Mattson. The actual amount of the Annual Bonus for any performance period will range from 0% to 200% of the target amount and will be based on achievement of the applicable performance criteria. Additionally, the Company will award Mr. Mattson a one-time long-term incentive award, the value and terms of which will aim to be agreed to by the Company and Mr. Mattson on or before Nove. 1, 2023. Further, Mr. Mattson will receive a one-time executive housing allowance of $100,000 to cover expenses associated with temporary housing and related miscellaneous expenses as Mr. Mattson locates permanent housing in Atlanta, Georgia. Mr. Mattson will also be eligible to participate in the employee benefit plans generally available to Company executives and to use the Company's aircraft for business purposes, subject to periodic review by the Board. The Employment Agreement may be terminated by the Company at any time with or without cause (as defined in the Employment Agreement), by Mr. Mattson for good reason (as defined in the Employment Agreement) or by either party for any reason, in each case with at least 60 days' prior written notice. If Mr. Mattson resigns without good reason (as defined in the Employment Agreement) and the Company waives the 60-day notice period, the Company will continue to pay his base salary and provide employee benefits generally available to Company executives for the duration of such notice period; provided, that there will be no continuous vesting on any outstanding long-term incentive or other equity awards. If Mr. Mattson's employment is terminated with cause or by Mr. Mattson without good reason (each as defined in the Employment Agreement), Mr. Mattson will be entitled to receive: (i) any accrued but unpaid base salary through the termination date; (ii) reimbursement of any unreimbursed business expenses properly incurred in connection with Company policy prior to termination; (iii) any accrued but unpaid vacation or other leave; and (iv) any other accrued and vested employment benefits Mr. Mattson is entitled to under the employee benefit plans. If Mr. Mattson's employment is terminated by the Company without cause or by Mr. Mattson with good reason (each as defined in the Employment Agreement), subject to Mr. Mattson's timely execution and non-revocation of a release of claims in favor of the Company and compliance with applicable restrictive covenants described below, Mr. Mattson will be entitled to receive, in addition to any accrued and unpaid amounts: (i) continued payment of his base salary for a period of 12 months following the termination date; (ii) the Annual Bonus with respect to the year of termination based on the Company's actual performance for the full performance year and paid at the same time as other similarly situated executives of the Company; (iii) immediate vesting of a portion of Mr. Mattson's long-term incentive award as if Mr. Mattson had remained employed through the next vesting date and, if the next vesting date is less than three months after the termination date, a portion of his long-term incentive award as if Mr. Mattson had remained employed through the vesting date following the next vesting date; and (iv) continuation of health benefits for Mr. Mattson and his eligible dependents pursuant to the Consolidated Budget Reconciliation Act of 1985 and reimbursement for the employer portion of the premiums paid by Mr. Mattson for such coverage through the earlier of (A) 12 months following the termination date and (B) the date that Mr. Mattson elects equivalent health benefit coverage with a new employer. In addition, the Company will reimburse Mr. Mattson for legal fees incurred in connection with negotiating the Employment Agreement up to a cap of $80,000. The Company has also agreed that, to the extent any payments or benefits under the Employment Agreement or otherwise would subject Mr. Mattson to excise taxes pursuant to Section 4999 of the Internal Revenue Code of 1986, the Company will make additional payments to Mr. Mattson or the applicable tax authority to put him in the same after-tax position as if the excise taxes did not apply. Mr. Mattson is subject to certain restrictive covenants under the Employment Agreement including among other things, non-competition and non-solicitation provisions that apply during the term of Mr. Mattson's employment and for 24 months thereafter. About Wheels Up Headquartered in New York, Wheels Up is a provider of on-demand private aviation in the U.S. and one of the largest private aviation companies in the world. Wheels Up offers a complete global aviation solution with a large, modern and diverse fleet, backed by an uncompromising commitment to safety and service. Customers can access membership programs, charter, aircraft management services and whole aircraft sales, as well as unique commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also offers freight, safety and security solutions and managed services to individuals, industry, government and civil organizations. Wheels Up reported a net loss of $555.55 million in 2022, a net loss of $197.23 million in 2021, and a net loss of $85.40 million in 2020. Wheels Up said in its Form 10-Q for the period ended June 30, 2023, that "The Company had cash and cash equivalents of $151.8 million and a working capital deficit of $720.8 million as of June 30, 2023. Net cash used in operating activities was $411.7 million for the six months ended June 30, 2023, and the Company has experienced recurring losses from operations for the six months ended June 30, 2023. Further, the Company's Note Purchase Agreement and the Indentures...and related guarantees contain a liquidity covenant that requires the Company to maintain minimum Adjusted Available Liquidity of $125.0 million as of the end of each fiscal quarter, and the Company's Letter Agreement contains a liquidity covenant that requires the Company (excluding Air Partner Limited and its subsidiaries) to maintain available cash of at least $5.0 million on any date...These conditions, as well as current cash and liquidity projections, raise substantial doubt about our ability to continue as a going concern for any meaningful period of time after the date of this filing." WINDSOR TERRACE: PCO Seeks to Hire RHM Law as Bankruptcy Counsel ---------------------------------------------------------------- Jacob Nathan Rubin, the patient care ombudsman (PCO) appointed in the Chapter 11 cases of Windsor Terrace Healthcare, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ RHM Law LLP as counsel. The firm will render these services to the PCO: (a) understand the scope of PCO's duties as well as the activities and events of the case; (b) analyze, draft, and file his reports and other required documents in this case; (c) analyze filings in the case and determine how the requested relief may impact the case and patients; and (d) discuss, negotiate, meet, and attend court hearings that relate to his duties as the PCO. The hourly rates of the firm's counsel and staff are as follows: Roksana Moradi-Brovia, Partner $500 Associates $350 Paralegals $135 In addition, the firm will seek reimbursement for expenses incurred. Ms. Moradi-Brovia 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: Roksana Moradi-Brovia, Esq. RHM Law LLP 17609 Ventura Boulevard, Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 About Windsor Terrace Healthcare Windsor Terrace Healthcare, LLC are primarily engaged in the businesses of owning and operating skilled nursing facilities throughout the State of California. Collectively, the Debtors own and operate 16 skilled nursing facilities, which provide 24 hour, 7 days a week and 365 days a year care to patients who reside at those facilities. In addition to the 16 skilled nursing facilities, the Debtors own and operate one assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). The Debtors do not own any of the real property upon which the facilities are located. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 23-11200) on Aug. 23, 2023. Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC filed Chapter 11 petitions on Sept. 29. In the petitions signed by Avrohom Tress, manager, the Debtors disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Ron Bender, Esq., Monica Y. Kim, Esq., and Juliet Y. Oh, Esq. at Levene, Neale, Bender, Yoo, and Golubchik LLP, represent the Debtor as legal counsel. Stretto, Inc. is the Debtor's claims, noticing, and solicitation agent. The United States Trustee appointed Jacob Nathan Rubin as the patient care ombudsman (PCO) in these Chapter 11 cases. The PCO tapped RHM Law LLP as counsel. WIPE-OUT LOGISTICS: Taps Harlin Parker Attorneys at Law as Counsel ------------------------------------------------------------------ Wipe-Out Logistics, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Harlin Parker Attorneys at Law as its legal counsel. The firm will render these services: (a) advise the Debtor on its powers and duties in the continued operation of the estate' business and management of its assets; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare legal papers; and (d) perform all other services for the Debtor in connection with this Chapter 11 case. On Sept. 29, 2023, the firm received $5,693.50 from the Debtor. Robert Chaudoin, Esq., an attorney at Harlin Parker Attorneys at Law, 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: Robert C. Chaudoin, Esq. Harlin Parker Attorneys at Law 519 East Tenth Avenue Bowling Green, KY 42102 Telephone: (270) 842-5611 Facsimile: (270) 842-2607 Email: chaudoin@harlinparker.com About Wipe-Out Logistics Wipe-Out Logistics, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-10736) on Sept. 29, 2023, listing up to $10 million in both assets and liabilities. Mirnes Matt Muminovic, managing member, signed the petition. Robert C. Chaudoin, Esq., at Harlin Parker Attorneys at Law serves as the Debtor's counsel. WOOF HOLDINGS: $235MM Bank Debt Trades at 28% Discount ------------------------------------------------------ Participations in a syndicated loan under which Woof Holdings Inc is a borrower were trading in the secondary market around 72.5 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $235 million facility is a Term loan that is scheduled to mature on December 21, 2028. The amount is fully drawn and outstanding. 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. WOOF HOLDINGS: $750MM Bank Debt Trades at 20% Discount ------------------------------------------------------ Participations in a syndicated loan under which Woof Holdings Inc is a borrower were trading in the secondary market around 80.3 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on December 21, 2027. The amount is fully drawn and outstanding. 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. WR GRACE: Fitch Lowers LongTerm IDR to 'B', Outlook Stable ---------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) of W.R. Grace Holdings LLC (Grace) to 'B' from 'B+'. Fitch has also downgraded the issue ratings of the senior unsecured notes to 'B-'/'RR5' from 'B+'/'RR4' and the senior 1st lien secured notes to 'BB'/'RR1' from 'BB+'/'RR1'. The Rating Outlook is Stable. The downgrade to 'B' reflects the company's limited ability to pursue material near-term deleveraging following a period of continuing margin deterioration in combination with a softer demand environment. Fitch expects EBITDA leverage to remain durably above 5.5x through the forecast horizon. The Stable Outlook reflects moderating raw material costs, robust refining technologies demand partially offsetting specialty catalyst weakness and expectation of recovering FCF generation capability starting in 2024. KEY RATING DRIVERS Elevated Cost, Leverage Profile: Grace's 'B' rating reflects a high debt burden that was compounded by weaker performance through 2022 driven by rising cost inflation causing a contraction in margins. Moderating raw material prices through 2023 is partially offset by weaker demand particularly across specialty catalysts with short-term destocking trends particularly among durable goods weighing down on subsegment level volumes. Operating rates among chemical producers remain low relative to pre-pandemic levels given global capacity additions and continuing European weakness further impact the near-term specialty catalyst outlook. Fitch believes moderating input costs, recovering volumes, price increases and cost control initiatives through the forecast only supports material deleveraging beyond 2024 as the company's baseline EBTIDA margins recover though an uncertain global economic environment could tamper these expectations. Muted Near-Term Free Cash Flow: With little material debt maturities until 2027, Fitch expects Grace's financial flexibility to continue to be adequate. $270 million of preferred shares that were issued to Albemarle as part of the FCS transaction began to PiK at 12% per annum as of Q2 2023. Fitch expects Grace will aim to redeem the shares via a note issuance before significant amounts of dividends accumulate. Such a transaction will likely be leverage neutral, and the added cash interest burden will need to be offset by an improved cash flow profile. Fitch expects free cash flow to remain muted throughout the rest of the year and FCF margins to return to mid-single digits through the forecast driven by strong refining technologies demand a steady improvement in specialty catalyst and materials technologies through 2024. The extent to which application of the recovering cash position is applied to material voluntary debt repayments will be a significant core driver of the rating in the future. Refinery Production Supports Growth: Growth in the Refining Technologies subsegment is supported by refinery production utilization levels. Subsegment products provide various uses, including cracking hydrocarbon chains in distilled crude oil to produce transportation fuels, maximizing propylene production and converting methanol into petrochemical feeds. These are valuable inputs to a refinery's operations that support the optimization of crack spreads. Fitch expects volumes to track refinery utilization levels, currently supported by robust fuel demand with high pass-through rates providing underlying stability in contrast to projected specialty catalyst weakness. Specialized Chemical Portfolio: Grace's two business segments offer highly specialized products with high margins and pricing power. The company has been able to pass through costs to customers, and the Catalysts Technologies segment has consistently generated EBITDA margins of around or above 30%, while the Materials Technologies business is in the low 20% range. These margins are on the high end for specialty chemical companies and, while somewhat volatile, are partially insulated by way of solid pass-through rates. Fitch believes the company will continue to deploy capital in the medium term to build out the Materials Technologies segment but that the near-term priority will remain debt reduction. DERIVATION SUMMARY Grace's EBITDA margins place the company firmly within the specialty manufacturer group. The company is smaller than direct competitor Albemarle (BBB/Negative), which also produces lithium and bromine to complement its catalysts. Like NewMarket Corporation (BBB/Stable), Grace is a leader in a highly specialized industry but had historically demonstrated a greater appetite for debt funded M&A, and Fitch expects the company will operate with a leverage profile generally consistent with the 'B' rating category. Advancion Holdings LLC (B-/Stable) possesses a similar leverage profile as Grace following M&A and dividend recapitalization activities though Grace's FCF generation capabilities are stronger. Relative to Advancion, Grace's interest coverage is stronger, with tight coverage being a material credit consideration for Advancion. Among catalyst peers, Albemarle Corporation operates at significantly lower leverage than Grace, historically employing a strategy of building out its faster growing segments through cash generated at its catalyst business. KEY ASSUMPTIONS Key Assumptions - Near-term revenue growth impacted negatively primarily by soft specialty catalyst demand. Conditions are projected to improve through 2025 onwards. - EBITDA margins relatively flat through 2023, improving gradually onwards; - Limited to no upstream dividends to Standard Industries; - EBITDA leverage peaks in 2023, deleveraging beginning in 2025 as free cash flow margins improve facilitating gradual voluntary debt repayments. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes Grace would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. The GC EBITDA estimate reflects Fitch's view of a sustainable, post reorganization EBITDA level upon which the valuation of the company is based. The GC EBITDA depicts a scenario in which severe headwinds in the company's more commoditized Refining Technologies business and weak growth in other segments due to slower macroeconomic activity leads to a severe drop in both EBITDA and cash generation. The assumption also reflects corrective measures taken in the reorganization to offset the adverse conditions that triggered default, such as cost cutting efforts and industry recovery. An enterprise value (EV) multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The multiple is comparable to the range of historical bankruptcy case study exit multiples for peer companies, which ranged from 5.0x to 8.0x. Bankruptcies in this space related either to litigation or to deep cyclical troughs. The revolving credit facility is assumed to be drawn at 80%. Fitch's recovery assumptions result in a recovery rating for the senior secured debt within the 'RR1' range and results in a 'BB' rating. The assumptions also result in a recovery rating for the senior unsecured debt within the 'RR5' range and results in a 'B-' rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Demonstrative gross debt reduction coupled with continued cash generation and earnings stability, leading to EBITDA leverage durably below 5.5x; - Successful completion of Materials Technologies and Specialty Catalysts buildout while continuing to strengthen the company's capital structure. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage durably above 6.5x without clear sight to material deleveraging; - EBITDA Interest Coverage durably below 2.0x; - Reduced ability to pass through costs to customers, leading to less stable margins and heightened cash flow risk; - More aggressive than anticipated M&A activity, including transformative, credit-unfriendly acquisitions, or dividend policy otherwise incompatible with management's articulated capital deployment. - Further issuance of notes on a secured basis could dilute recovery for the unsecured debt holders potentially resulting in a lower recovery rating. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity & Optimized Maturity Schedule: Grace's liquidity position as at Q2 2023 is solid, with roughly 85% availability net of letters of credit on its $450 million revolving credit facility and a moderate cash balance. Following the refinancing of the 2024 notes the company faces limited maturities until 2027 when its $742.5 million senior secured notes are due. ISSUER PROFILE Grace is a specialty chemicals company comprised of Catalyst and Materials segments. It produces catalysts and related products and technologies used in petrochemical, refining, and other chemical manufacturing applications. It also produces specialty materials used in pharma & consumer, coatings, and chemical process applications. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- W. R. Grace Holdings LLC LT IDR B Downgrade B+ senior secured LT BB Downgrade RR1 BB+ senior unsecured LT B- Downgrade RR5 B+ WW INTERNATIONAL: $945MM Bank Debt Trades at 22% Discount --------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 78.1 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The $945 million facility is a Term loan that is scheduled to mature on April 13, 2028. About $942.6 million of the loan is withdrawn and outstanding. WW International Inc., formerly weight watchers international Inc., is a global company headquartered in the US that offers weight loss. ZAYO GROUP: EUR750MM Bank Debt Trades at 21% Discount ----------------------------------------------------- Participations in a syndicated loan under which Zayo Group Holdings Inc is a borrower were trading in the secondary market around 79.3 cents-on-the-dollar during the week ended Friday, October 13, 2023, according to Bloomberg's Evaluated Pricing service data. The EUR750 million facility is a Term loan that is scheduled to mature on March 9, 2027. The amount is fully drawn and outstanding. Zayo Group is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services. ZETTI'S MAPLE: Seeks Approval to Hire IRS Help as Accountant ------------------------------------------------------------ Zetti's Maple Inc. aka Zetti's Pizza & Pasta seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire IRS Help Inc. as its accountant. IRS Help will prepare unfiled tax returns, advise and represent the Debtor before the NYS Department of Taxation and Finance as well as the Internal Revenue Service with respect to various tax matters. The firm will be paid at these rates: John J. O'Neill $345 per hour James Rindfleisch $325 per hour As disclosed in the court filings, IRS HELP does not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: John J. O'Neill IRS Help Inc. 2952 Seneca Street West Seneca, NY 14224 About Zetti's Maple Inc. Zetti's Maple Inc. aka Zetti's Pizza & Pasta sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 23-10876) on Sep. 14, 2023, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Carl L Bucki presides over the case. Frederick J. Gawronski, Esq. at Colligan Law LLP represents the Debtor as counsel. ZIP TOP: Hires Frank Lyon and Kimberly Nash as Bankruptcy Counsel ----------------------------------------------------------------- Zip Top, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Offices of Frank B. Lyon and the Law Office of Kimberly Nash PC as counsel. The firms will render these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; (b) advise the Debtor of its responsibilities under the Bankruptcy Code and assist with such; (c) amend the voluntary petition and other paperwork necessary to complete this proceeding; (d) assist the Debtor in preparing and filing the required Schedules, Statement of Affairs, Monthly Financial Reports, the Initial Debtor Report, and other documents required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this court, and the administrative procedures of the Office of the United States Trustee; (e) represent the Debtor in connection with adversary proceedings and other contested and uncontested matters, both in this court and in other courts of competent jurisdiction, concerning any and all matters related to these bankruptcy proceedings and the financial affairs of the Debtor; (f) represent the Debtor in the negotiation and documentation of any sales or refinancing of property of the estate, and in obtaining the necessary approvals of such sales or refinancing by this court; and (g) assist the Debtor in the formulation of a plan of reorganization and disclosure statement, and in taking the necessary steps in this court to obtain approval of such disclosure statement and confirmation of such plan of reorganization. The hourly rates of the firms' professionals are as follows: Frank B. Lyon $525 Kimberly Nash $300 Legal Assistants $115 - $195 In addition, the attorneys will seek reimbursement for expenses incurred. Pre-petition, the Debtor paid the firms' primary attorneys, Frank B. Lyon and Kimberly Nash, the sum of $20,000. Mr. Lyon and Ms. Nash disclosed in court filings that the firm are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached through: Frank B. Lyon, Esq. Law Offices of Frank B. Lyon 3800 North Lamar Boulevard, Suite 200 Austin, TX 78763 Telephone: (512) 345-8964 Facsimile: (512) 697-0047 Email: frank@franklyon.com - and – Kimberly Nash, Esq. Law Office of Kimberly Nash, PC Post Office Box 162932 Austin, TX 78716 Telephone: (512) 637-8000 Facsimile: (512) 886-2885 Email: kim@kimberlynashlaw.com About Zip Top Inc. Zip Top, Inc. manufactures and sells easier to use reusable containers with a goal to reduce plastic waste. Zip Top container's patented design is made with a one-piece construction that makes it extremely durable microwave, dishwasher, and freezer safe. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr W.D. Tex. Case No. 23-10832) on October 2, 2023. In the petition signed by Scott Robertson, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. The Law Offices of Frank B. Lyon and the Law Office of Kimberly Nash, PC represent the Debtor as legal counsel. [*] Distressed Investing Conference Tackles Litigation Finance -------------------------------------------------------------- Join industry experts as they explore current trends and considerations in the area of litigation finance at the 30TH DISTRESSED INVESTING CONFERENCE presented by Beard Group, Inc. on Nov. 29. The panel members are: * Michelle Dreyer, Managing Director, CSC Global Financial Markets * Matthew Dundon, Principal, Dundon Advisers, LLC * Connor Murphy, Director, Burford Capital * Stephanie Wickouski, Partner, Locke Lord At inception, legal finance was a niche offering for law firms unwilling to take on meaningful risk and their clients who wouldn’t or couldn’t cover the cost of litigation and, therefore, needed a capital partner. Today, it is mainstream and a part of the conversation in the broader legal market, both domestically and across the globe. Litigation is an asset and like any other asset, outside sources of capital can be accessed to unlock the value of those assets. Accordingly, litigation finance is becoming a core alternative investment class distinguished by relatively high and uncorrelated rates of returns. However, investing in legal finance is not without its risk. Registration remains open for the 30th DI Conference to be held Wed., Nov. 29, in-person at the Harmonie Club in Manhattan. Top industry experts gather together to discuss the latest topics and trends in the distressed investing industry. Now on its 30th year, this value-packed event features special presentations from keynote speakers, live panel discussions and networking sessions with other insolvency professionals. This year's Distressed Investing Conference is being sponsored by: * Kirkland & Ellis and Foley & Lardner, as conference co-chairs * Davis Polk * Dechert * Dentons * DSI * Locke Lord * Parkins & Rubio * RJReuter * Skadden * SSG * Stein Advisors * Troutman Pepper * Wachtell Lipton Rosen & Katz * Weil Gotshal Our Media partners: * BankruptcyData * Debtwire * LevFin Insights * PacerMonitor * REORG Our knowledge partner: * Creditor Rights Coalition Visit https://www.distressedinvestingconference.com/ for more information. For conference sponsorship and speaking opportunities, contact: Will Etchison 305-707-7493 Will@BeardGroup.com [^] BOND PRICING: For the Week from October 9 to 13, 2023 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 60.250 5/1/2025 99 Escrow Issuer Inc NDN 7.500 35.466 1/15/2026 99 Escrow Issuer Inc NDN 7.500 35.189 1/15/2026 99 Escrow Issuer Inc NDN 7.500 35.306 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 65.869 12/1/2024 Amyris Inc AMRS 1.500 12.850 11/15/2026 At Home Group Inc HOME 7.125 25.250 7/15/2029 At Home Group Inc HOME 7.125 24.996 7/15/2029 Audacy Capital Corp CBSR 6.750 1.844 3/31/2029 Audacy Capital Corp CBSR 6.500 1.044 5/1/2027 Audacy Capital Corp CBSR 6.750 1.904 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Brixmor LLC BRX 6.900 9.875 2/15/2028 CNG Holdings Inc CNGHLD 12.500 84.939 6/15/2024 CNG Holdings Inc CNGHLD 12.500 84.939 6/15/2024 CNG Holdings Inc CNGHLD 12.500 84.939 6/15/2024 Chevron USA Inc CVX 7.250 99.803 10/15/2023 Citigroup Global Markets Holdings Inc/United States C 2.650 99.657 10/20/2023 Citizens Financial Group CFG 6.375 87.520 N/A Clovis Oncology Inc CLVS 1.250 9.650 5/1/2025 Clovis Oncology Inc CLVS 4.500 8.614 8/1/2024 Clovis Oncology Inc CLVS 4.500 8.964 8/1/2024 Curo Group Holdings Corp CURO 7.500 23.706 8/1/2028 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.000 15.574 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 7.058 3/15/2040 DTE Energy Center LLC DTEENE 7.458 88.997 4/30/2024 Danimer Scientific Inc DNMR 3.250 32.694 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.375 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.000 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.238 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.424 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 1.813 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.424 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.238 8/15/2026 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Energy Conversion Devices Inc ENER 3.000 0.551 6/15/2013 Envision Healthcare Corp EVHC 8.750 4.500 10/15/2026 Envision Healthcare Corp EVHC 8.750 4.681 10/15/2026 Esperion Therapeutics Inc ESPR 4.000 50.010 11/15/2025 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 19.500 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 17.285 7/15/2026 Federal Farm Credit Banks Funding Corp FFCB 4.125 99.817 10/17/2023 Federal Farm Credit Banks Funding Corp FFCB 0.280 97.792 10/13/2023 Federal Farm Credit Banks Funding Corp FFCB 4.500 99.019 10/17/2023 Federal Farm Credit Banks Funding Corp FFCB 2.200 99.777 10/18/2023 Federal Home Loan Banks FHLB 4.390 99.417 10/13/2023 Federal Home Loan Banks FHLB 4.340 99.830 10/13/2023 Federal Home Loan Banks FHLB 4.500 99.417 10/13/2023 Federal Home Loan Banks FHLB 3.300 99.384 10/18/2023 Finial Holdings Inc BRK 7.125 99.786 10/15/2023 First Citizens Bancshares Inc/TX FIRCTZ 6.000 92.724 9/1/2028 First Citizens Bancshares Inc/TX FIRCTZ 6.000 92.724 9/1/2028 First Republic Bank/CA FRCB 4.375 0.225 8/1/2046 First Republic Bank/CA FRCB 4.625 0.125 2/13/2047 GNC Holdings Inc GNC 1.500 0.474 8/15/2020 Goldman Sachs Group Inc/The GS 0.925 99.140 10/21/2024 Goldman Sachs Group Inc/The GS 4.700 99.461 10/17/2023 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 24.220 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 24.548 6/1/2026 Hallmark Financial Services Inc HALL 6.250 17.964 8/15/2029 Inseego Corp INSG 3.250 40.250 5/1/2025 Invacare Corp IVC 5.000 83.125 11/15/2024 Invacare Corp IVC 4.250 2.774 3/15/2026 JPMorgan Chase Bank NA JPM 2.000 81.197 9/10/2031 JPMorgan Chase Financial Co LLC JPM 4.000 98.347 10/23/2023 Jefferies Financial Group Inc JEF 5.500 99.800 10/18/2023 Liberty Interactive LLC LINTA 8.250 28.811 2/1/2030 Liberty Interactive LLC LINTA 8.500 29.283 7/15/2029 MBIA Insurance Corp MBI 16.915 4.250 1/15/2033 MBIA Insurance Corp MBI 16.924 2.881 1/15/2033 Macy's Retail Holdings LLC M 7.875 93.203 3/1/2030 Macy's Retail Holdings LLC M 7.875 93.203 3/1/2030 Marsh & McLennan Cos Inc MMC 4.050 99.848 10/15/2023 Mashantucket Western Pequot Tribe MASHTU 7.350 41.250 7/1/2026 Morgan Stanley MS 1.800 68.573 8/27/2036 NCR Corp NCR 6.125 102.599 9/1/2029 NCR Corp NCR 6.125 102.478 9/1/2029 NOA Bancorp Inc NOABAN 6.700 91.214 11/1/2028 NOA Bancorp Inc NOABAN 6.700 91.214 11/1/2028 National Rural Utilities Cooperative Finance Corp NRUC 3.000 87.370 1/15/2024 National Rural Utilities Cooperative Finance Corp NRUC 3.150 85.510 2/15/2024 National Rural Utilities Cooperative Finance Corp NRUC 3.050 99.514 10/15/2023 National Rural Utilities Cooperative Finance Corp NRUC 3.400 90.395 12/15/2023 National Rural Utilities Cooperative Finance Corp NRUC 3.000 94.326 11/15/2023 National Rural Utilities Cooperative Finance Corp NRUC 3.050 87.518 1/15/2024 National Rural Utilities Cooperative Finance Corp NRUC 3.150 87.541 1/15/2024 National Rural Utilities Cooperative Finance Corp NRUC 3.050 85.576 2/15/2024 National Rural Utilities Cooperative Finance Corp NRUC 3.050 85.599 2/15/2024 National Rural Utilities Cooperative Finance Corp NRUC 3.100 85.597 2/15/2024 New York Community Bancorp Inc NYCB 5.900 90.632 11/6/2028 New York Life Global Funding NYLIFE 5.679 99.490 10/21/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Party City Holdings Inc PRTY 8.750 15.125 2/15/2026 Party City Holdings Inc PRTY 10.821 11.003 7/15/2025 Party City Holdings Inc PRTY 8.750 15.000 2/15/2026 Party City Holdings Inc PRTY 6.625 0.357 8/1/2026 Party City Holdings Inc PRTY 6.625 0.250 8/1/2026 Party City Holdings Inc PRTY 10.821 11.003 7/15/2025 PeoplesBancorp MHC PEOPBC 5.375 90.352 11/15/2028 PeoplesBancorp MHC PEOPBC 5.375 90.352 11/15/2028 Photo Holdings Merger Sub Inc SFLY 8.500 49.959 10/1/2026 Photo Holdings Merger Sub Inc SFLY 8.500 49.959 10/1/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 48.129 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 49.030 5/15/2026 Porch Group Inc PRCH 0.750 14.000 9/15/2026 Protective Life Global Funding PL 0.631 99.777 10/13/2023 Protective Life Global Funding PL 0.631 99.924 10/13/2023 Radiology Partners Inc RADPAR 9.250 36.094 2/1/2028 Radiology Partners Inc RADPAR 9.250 37.368 2/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 6.121 2/15/2027 Rite Aid Corp RAD 6.875 8.855 12/15/2028 Rite Aid Corp RAD 7.500 63.500 7/1/2025 Rite Aid Corp RAD 6.875 8.855 12/15/2028 RumbleON Inc RMBL 6.750 45.432 1/1/2025 SBL Holdings Inc SECBEN 7.000 60.000 N/A SBL Holdings Inc SECBEN 7.000 61.000 N/A SVB Financial Group SIVB 3.500 65.875 1/29/2025 SVB Financial Group SIVB 4.000 3.250 N/A SVB Financial Group SIVB 4.250 3.150 N/A SVB Financial Group SIVB 4.100 3.813 N/A SVB Financial Group SIVB 4.700 3.500 N/A Signature Bank/New York NY SBNY 4.000 3.375 10/15/2030 Signature Bank/New York NY SBNY 4.125 2.329 11/1/2029 Synovus Financial Corp SNV 5.900 90.649 2/7/2029 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 35.312 6/1/2025 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 28.125 9/15/2024 Talen Energy Supply LLC TLN 7.000 28.125 10/15/2027 Talen Energy Supply LLC TLN 6.500 28.125 9/15/2024 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Thermo Fisher Scientific TMO 0.797 99.951 10/18/2023 Tricida Inc TCDA 3.500 10.337 5/15/2027 US Renal Care Inc USRENA 10.625 43.000 7/15/2027 US Renal Care Inc USRENA 10.625 39.950 7/15/2027 UTB Financial Holding Co UTBFIN 6.500 95.603 9/1/2028 UpHealth Inc UPH 6.250 24.500 6/15/2026 Veritone Inc VERI 1.750 35.250 11/15/2026 Virgin Galactic Holdings SPCE 2.500 38.344 2/1/2027 WeWork Cos Inc WEWORK 7.875 3.125 5/1/2025 WeWork Cos Inc WEWORK 7.875 1.970 5/1/2025 WeWork Cos LLC WEWORK 15.000 46.750 8/15/2027 WeWork Cos LLC WEWORK 11.000 12.000 8/15/2027 WeWork Cos LLC WEWORK 12.000 8.001 8/15/2027 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 11.375 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 11.250 7/10/2025 Wesco Aircraft Holdings Inc WAIR 9.000 9.460 11/15/2026 Wesco Aircraft Holdings Inc WAIR 8.500 3.754 11/15/2024 Wesco Aircraft Holdings Inc WAIR 13.125 2.518 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 3.754 11/15/2024 Wesco Aircraft Holdings Inc WAIR 9.000 9.460 11/15/2026 Wesco Aircraft Holdings Inc WAIR 13.125 2.518 11/15/2027 ********* 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 ***