/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231020.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 20, 2023, Vol. 27, No. 292 Headlines 1201 GOURMET: Seeks to Hire Kirkiles & Kotiadis as Accountant 1457 REALTY: Taps Law Offices of Avrum J. Rosen as Counsel 1777 HOMES: Seeks to Hire Goldberg Weprin Finkel as Legal Counsel 40 & HOLDING: Wins Interim Cash Collateral Access 5211 LAKESIDE: Seeks to Hire Allen C. Hufford as Counsel 5211 LAKESIDE: U.S. Trustee Unable to Appoint Committee 717 ARMORY: Lisa Rynard Named Subchapter V Trustee 717 ARMORY: Taps Cunningham Chernicoff & Warshawsky as Counsel ACE INSULATION: Mark Sharf Named Subchapter V Trustee ACRISURE LLC: Moody's Rates New $1BB Sr. Secured Term Loan 'B2' AD1 URBAN: Hires Berkadia Real Estate Advisors as Broker ADAMS 3: Trustee Gets OK to Tap Stinson LLP as Substitute Counsel ADOM RENTAL: Gets OK to Hire Gregory Messer as Bankruptcy Counsel ALEXANDER DEMOLITION: Hires Orantes Law as Bankruptcy Counsel AMADEUS TRUST: Hires Berlandi Nussbaum as Litigation Counsel AMBASSADOR CONTROLS: Seeks to Hire Eric Liepins as Legal Counsel AMERICAN PHYSICIAN: Hires Pachulski Stang Ziehl as Counsel AMERICAN SCREENING: Amends Plan to Include Insider Unsecured Claims AMMACORE INC: Seeks to Hire Jones & Walden as Bankruptcy Counsel AN GLOBAL: Committee Hires Province LLC as Financial Advisor AN GLOBAL: Committee Taps Pachulski Stang Pachulski as Counsel ARCHBISHOP OF SAN FRANCISCO: Committee Taps Pachulski as Counsel ARCIMOTO INC: Stockholders Approve Shares Issuance Proposal ART & DENTISTRY: Gets OK to Hire David E. Lynn as Legal Counsel ASPIRA WOMEN'S: Finds Accounting Error in Financial Statements BAOBURG INC: Seeks to Hire Ortiz & Ortiz as Legal Counsel BELFOR HOLDINGS: S&P Rates 1.BB First-Lien Credit Facility 'B' BENDED PAGE: Seeks Cash Collateral Access BENFIELD REAL: Taps H. Anthony Hervol as Legal Counsel BIG VALLEY: Case Summary & 16 Unsecured Creditors BITNILE METAVERSE: Appoints Robert Smith as Director BLACK STONE: Sylvia Mayer Named Subchapter V Trustee BRITH SHOLOM: Seeks Approval to Hire Baritz Law as Special Counsel BROOKLYN STANDARD: Taps Goldberg Weprin Finkel as Legal Counsel BUCKEYE PARTNERS: Fitch Puts 'BB' LongTerm IDR on Watch Negative CABALLERO SAND: Behrooz Vida Named Subchapter V Trustee CANO HEALTH: Chief Accounting Officer Resigns CAREISMATIC: Moody's Lowers CFR & First Lien Term Loan to Caa3 CARESTREAM HEALTH: Blackstone Fund Marks $153,319 Loan at 27% Off CCI HOLDINGS: Unsecured Creditors to Split $100K over 5 Years CENTRAL LOAN: Case Summary & 20 Largest Unsecured Creditors CHEMICAL EXCHANGE: Hires Joseph G. Epstein PLLC as Co-Counsel CHEMICAL EXCHANGE: Hires Towber Law Firm PLLC as Co-Counsel CHICAGOLAND GUNS: Taps Dearborn LaSalle Advisors as Accountant CLARK N SON: Michael Coury Named Subchapter V Trustee COBRA ACQUISITIONCO: Moody's Alters Outlook on B2 CFR to Negative COMPLIANCE TESTING: Court OKs Deal on Cash Collateral Access COTTONWOOD VENDING: Hires A.Y. Strauss LLC as Counsel COVENANT SURGICAL: Blackstone Fund Marks $1.2MM Loan at 22% Off COVENANT SURGICAL: Blackstone Fund Marks $269,360 Loan at 22% Off DARJEN INC: Hires Brian K. McMahon P.A. as Counsel DEADWORDS BREWING: Robert Altman Named Subchapter V Trustee DFREH 1436: Taps Goldberg Weprin Finkel as Bankruptcy Counsel DIAMOND ELITE: Taps Goldberg Weprin Finkel Goldstein as Counsel DIGITAL AEROLUS: Hires Mayo Auction & Realty as Auctioneer DIMENSIONS IN SENIOR: Gets Approval to Hire Orr & Horgan as Counsel DIOCESE OF NORWICH: Files Amendment to Disclosure Statement EAGLE TRUCKLINES: Brad Odell Named Subchapter V Trustee EGAE LLC: Seeks Approval to Hire Smith & Smith as Attorney ENVISION HEALTHCARE: Blackstone Fund Marks $1.4MM Loan at 77% Off EVENTIDE CREDIT: Seeks to Hire Forshey & Prostok as Attorneys EVENTIDE CREDIT: Seeks to Hire Phelanlaw as Special Counsel FEDNAT HOLDING: Panel Taps Giuliano Miller as Forensic Accountants FINANCE OF AMERICA: Fitch Lowers LongTerm IDR to CCC+, Outlook Neg. FOLEY BUILDING: Gets OK to Hire YCG Accounting FRANK STOLLER: Seeks to Hire Swanson Sweet as Bankruptcy Counsel FREEDOM MISSIONARY: Seeks to Hire StartChurch as Bookkeeper FREEDOM MORTGAGE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable FREEMAN TRANSIT: Seeks to Tap Caddell Reynolds Law Firm as Counsel FTX TRADING: Announces Settlement of Customer Property Disputes FTX TRADING: Entwistle Touts Customer Property Dispute Settlement GAC ENVIRONMENTAL: Ronald Friedman Named Subchapter V Trustee GENERAL PEST: Hires Steadman Law Firm P.A. as Counsel GENESIS CARE: Disclosure & Plan Hearing Set for Nov. 21 GETTYSBURG RENTAL: Seeks to Hire Tice Associates as Accountant GGG INVESTMENTS: Seeks to Hire Real Home of America as Realtor GLOBAL MEDICAL: Blackstone Fund Marks $2.3MM Loan at 43% Off GLOBAL TEE: Seeks to Hire Dan Carter Advisors as Accountant GREENWAVE TECHNOLOGY: All Eight Proposals Passed at Annual Meeting GRUPO HIMA: Committee Hires Porzio Bromberg & Newman as Counsel HART INC: Seeks to Hire Armory Consulting as Financial Advisor HART INC: Seeks to Hire Danning Gill as Bankruptcy Counsel HARTMAN SPE: Hires Hirsch & Westheimer as Special Counsel HARTMAN SPE: Wins Cash Collateral Access on Final Basis HORIZON KIDZ: Seeks to Hire D Cluett Enterprises as Accountant HOWARD HUGHES: Fitch Affirms BB LongTerm IDR, Outlook Negative HUMANIGEN INC: To be Delisted From Nasdaq INSULATED WALL: Seeks Cash Collateral Access INTERNATIONAL LONGSHORE: Taps Pachulski Stang Ziehl as Counsel INTUITION CONSULTING: Court OKs Cash Access on Final Basis IVANTI SOFTWARE: Blackstone Fund Marks $249,099 Loan at 16% Off J.J. FULTON: Voluntary Chapter 11 Case Summary JDI DATA: Trustee Seeks to Hire Cyber Discovery as IT Consultant JM WAYS: Seeks to Hire Kroger Gardis & Regas as Legal Counsel JSMITH CIVIL: Hires Buckmiller Boyette & Frost as Counsel JUBILEE INVESTMENTS: Gets Approval to Hire Texans as Bookkeeper JUBILEE INVESTMENTS: Gets OK to Hire Yusufov Law Firm as Counsel JUICE ROLL UPZ: Files Emergency Bid to Use Cash Collateral JUSTHAM CUSTOM: Seeks to Hire Bradford Law Offices as Legal Counsel KAFHAYAAYNSAD ENTERPRISE: Mark Schlant Named Subchapter V Trustee KALABAR TRANSPORTATION: Hires Jones & Walden as Legal Counsel KNOWLAND GROUP: Saratoga Marks $15.8MM Loan at 39% Off KRATON CORP: Moody's Rates New $300MM First Lien Term Loan 'Ba3' LASERSHIP INC: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR LAWRENCE COUNTY: Case Summary & 10 Unsecured Creditors LEXARIA BIOSCIENCE: Granted Two New Patents in Canada LEXARIA BIOSCIENCE: Shareholders Approve Stock Split Proposal LITTLE MANUEL'S: Seeks to Hire E. Vincent Wood as Counsel LOCAL 8 INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors LOYALTY VENTURES: 88% Markdown for Blackstone Fund's $490,00 Loan LUMEN TECHNOLOGIES: Blackstone Fund Marks $1.4MM Loan at 23% Off MADARIPUR LLC: Seeks to Tap Thomas Farinella as Bankruptcy Counsel MINIM INC: Board Appoints BF Borgers as Auditor MKS INSTRUMENTS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Negative MLN US HOLDCO: 76% Markdown for Blackstone Fund's $854,000 Loan MOLEKULE INC: Seeks to Hire Shraiberg Page as Bankruptcy Counsel MOTUS GROUP: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable MOUNT JOY BAPTIST: Taps 10 Ninety as Business Manager & Bookkeeper MOUNT JOY BAPTIST: Taps Burns Law Firm as Bankruptcy Counsel MOZ CORP: Case Summary & 17 Unsecured Creditors MRH AUTO-RENO: Taps Snell & Wilmer as Special Litigation Counsel MUSTARD SEED: Hires Lefkovitz & Lefkovitz as Counsel MV REALTY PBC: Seeks to Hire Saul Ewing as Special Counsel MVK INTERMEDIATE: Moody's Lowers PDR to D-PD Amid Ch. 11 Filing NANCY HABER: Public Sale Auction Slated for October 20 NANTASKET MANAGEMENT: Trustee Taps Murtha Cullina as Legal Counsel NANTASKET MANAGEMENT: Trustee Taps Verdolino & Lowey as Accountant NAPA MANAGEMENT: Blackstone Fund Marks $921,121 Loan at 30% Off NATIONAL MENTOR: Blackstone Fund Marks $2.2MM Loan at 24% Off NEW FORTRESS: Fitch Assigns 'BB-' Rating on New Term Facility Loan NEW FORTRESS: Moody's Affirms 'B1' CFR & Alters Outlook to Stable NOVO HEALTH: Seeks to Hire Swanson Sweet as Bankruptcy Counsel OAK HOLDINGS: S&P Lowers ICR to 'CCC+' on Constrained Liquidity OCEANVIEW DEVELOPMENT: Case Summary & Three Unsecured Creditors ONH AFC CS: Creditors to Get Proceeds From Liquidation OPTIME LLC: Hires Nilda Gonzalez-Cordero Law Offices as Counsel OPTIME LLC: Seeks to Hire Luis Cruz Lopez as Accountant ORBITAL INFRASTRUCTURE: Hires Alixpartners as Financial Advisor ORBITAL INFRASTRUCTURE: Hires White & Case LLP as Counsel PALATIN TECHNOLOGIES: Receives Notice of Non-Compliance From NYSE PB MICHIGAN: Seeks to Hire Myers & Myers as Special Counsel PEGASUS HOME: Committee Hires Lowenstein Sandler LLP as Counsel PEGASUS HOME: Committee Hires Morris James LLP as Delaware Counsel PEGASUS HOME: Seeks to Hire Prager Metis CPAs as Tax Preparer PEGASUS HOME: Seeks to Hire Reindeer Consulting as Tax Consultant PENNYMAC FINANCIAL: Fitch Affirms BB- LongTerm IDR, Outlook Stable PEPPER PALACE: Saratoga Marks $33.3MM Loan at 76% Off PIONEER MERGER: Chapter 15 Case Summary POWER BRANDS: Committee Taps Elkins Kalt as Bankruptcy Counsel PRC 717: Seeks to Tap Cunningham Chernicoff & Warshawsky as Counsel PROJECT CASTLE: Blackstone 2027 Fund Marks $4.4MM Loan at 15% Off PROTERRA INC: Court OKs Cash Collateral Access Thru April 2024 PROVIDENT FUNDING: Fitch Affirms 'B' LongTerm IDR, Outlook Negative PRR 200: Seeks to Hire Smith Kane Holman as Bankruptcy Counsel RA CUSTOM: Seeks Approval to Hire Keller Williams Realty as Broker RADIATE HOLDCO: Blackstone Fund Marks $1.2MM Loan at 16% Discount RESHAPE LIFESCIENCES: Falls Short of Nasdaq Minimum Bid Price Rule REVITALID PHARMACEUTICAL: Unsecureds be Paid in Full or Reinstated RITE AID: A&G Plans to Sell 78 Neighborhood Pharmacy Leases RITE AID: Has Interim OK of DIP Loans from Bank of America RITE AID: Joint Plan and Disclosure Statement Filed RITE AID: Moody's Lowers PDR to D-PD Amid Chapter 11 Filing RITE AID: N.J. Bankruptcy Court Approves "First Day" Motions RITE AID: NYSE to Commence Proceedings to Delist Shares RNB MERCHANDISE: Seeks Approval to Hire Matt Green as Accountant ROCKET MORTGAGE: Fitch Affirms 'BB+' LongTerm IDR, Outlook Positive ROSE UPHOLSTERY: Seeks to Hire Caddell Reynolds as Legal Counsel ROY BLACKWELL: James Bailey Named Subchapter V Trustee SAMIA TAXI: Seeks to Hire Thomas Farinella as Bankruptcy Counsel SAMJANE PROPERTIES: Stephen Coffin Named Subchapter V Trustee SH 168: Property Sale Proceeds to Fund Plan Payments SHIFT TECHNOLOGIES: Gets OK to Tap Omni as Claims & Noticing Agent SIGNIA LTD: Hires Wadsworth Garber Warner as Counsel SKIN LOGIC: Trustee Taps SPS Consulting LLC as Accountant SM WELLNESS: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable SOFT SURROUNDINGS: Deadline to File Claims Set for Nov. 10 SOFT SURROUNDINGS: Nov. 3 Disclosure & Plan Hearing Set SOTHEBY'S: S&P Downgrades ICR to 'B' on Tightening Margins SOUTHERN DRILL: Hires Galloway Johnson Tompkins as Counsel SPECIALTY PHARMA III: Moody's Rates $50MM 1st Lien Term Loan 'B3' SSG LLC: Hires Bullseye Auction & Appraisal as Auctioneer SUNLAND MEDICAL: Panel Taps Caliber Advisors as Financial Advisor SVB FINANCIAL: Seeks to Hire Huron Consulting as Financial Advisor TACORA RESOURCES: Gets Court's CCAA Initial Stay Order TEXARKANA ARKANSAS: Hires Hardaway Axume Weir as Accountant TI FLUID SYSTEMS: S&P Upgrades ICR to 'BB', Outlook Stable TIMOTHY HILL: Seeks to Use $703,000 in Cash Collateral TOP SHELV: Case Summary & 20 Largest Unsecured Creditors TOPPOS LLC: Files Emergency Bid to Use Cash Collateral TRANSPLANT SYSTEMS: Hires Bennett-Guthrie PLLC as Counsel TUPPERWARE BRANDS: Swings to $232.5 Million Net Loss in 2022 TW AUTOMATION: Rob Messerli Named Subchapter V Trustee TWENTY FIFTY: Seeks to Hire Goe Forsythe & Hodges as Legal Counsel UNION CIGAR: Unsecureds Will Get 2% of Claims over 3 Years UNITED BRANDS: Hires Bartimus Frickleton as Special Counsel UNITED SITE: Blackstone Fund Marks $1.08MM Loan at 18% Off UNITED WHOLESALE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable VENTURE GLOBAL: S&P Rates New Senior Notes 'BB', Affirms 'BB-' ICR VENTURE INC: Seeks to Hire Craig M. Geno as Bankruptcy Counsel VERDE BIO: Issues $97,750 Promissory Note to 1800 Diagonal VISTA CLINICAL: Court OKs Cash Collateral Access Thru Nov 9 WADE PARK: Seeks to Hire Ross Smith & Binford as Counsel WADE PARK: Taps Law Offices of Henry F. Sewell as Counsel WARDS COVE: Seeks to Hire Bush Kornfeld as Bankruptcy Counsel WESTLAKE SURGICAL: Hires Paladin Management as Financial Advisor WINDSOR TERRACE: Hires Province LLC as Financial Advisor WINTERFELL CONSTRUCTION: Disposable Income to Fund Plan YELLOW CORPORATION: Taps KPMG LLP to Provide Audit Services ZYMERGEN INC: S+B James Steps Down as Committee Member [*] A&G Puts 28 Development Properties Up for Sale [*] Bankruptcy Judges to Speak at Nov. 29 DI Conference [] Goulston's Restructuring, Insolvency Groups Get Top Ranking [] Two Newton Commercial Properties Up for Sale on Oct. 30 [^] BOOK REVIEW: A History of the New York Stock Market ********* 1201 GOURMET: Seeks to Hire Kirkiles & Kotiadis as Accountant ------------------------------------------------------------- 1201 Gourmet, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kirkiles & Kotiadis, LLP as its accountant. The firm will render these services: a. identify and facilitate the Debtor's restructuring options, assisting the Debtor in exploring strategic alternatives and assisting the Debtor in navigating a bankruptcy process, as needed, including preparation of documentation attendant to a bankruptcy filing; b. assist the Debtor in the preparation of short and long-term projections (balance sheet, profit and loss, and cashflows); c. assist the Debtor in the preparation of financial-related disclosures required by the Bankruptcy Court, including any amendments to the Debtor's Schedules of Assets and Liabilities, Statements of Financial Affairs, monthly operating reports, etc. d. institute procedures to ensure the safekeeping and security of the Debtor's assets; e. assist the Debtor in resolving vendor issues; f. assist the Debtor with information and analyses requested by parties in interest and/or required pursuant to its cash collateral arrangements; g. assist the Debtor in the preparation of financial statements; h. prepare financial statements and other reports as may be required by the Court or under the United States Trustee Guidelines; i. administer the accounting and financial advisory services; j. assist the Debtor in daily administrative and operational duties; k. prepare and validate updated and rolling 13-week cash flow projections, including analyzing historical cash disbursements and receipts and results of operation to determine the reasonableness of projected cash flows and short-term cash needs; and l. render such other general services consulting or other such assistance as the Debtor or its counsel may deem necessary. The firm will bill these hourly rates: CPA Partner $300 CPA $200 Manager $175 Senior Accountant $150 Staff $75 Kirkiles & Kotiadis is a "disinterested person" as that term is defined in Bankruptcy Code Sec. 101(14), according to court filings. The firm can be reached through: Louis A. Irace, CPA KIRKILES & KOTIADIS,LLP 157 Willis Ave Ste 200 Albertson, NY, 11507-1219 Phone: (516) 484-2800 About 1201 Gourmet, LLC 1201 Gourmet, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 23-11382) on August 30, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by DAVIDOFF HUTCHER & CITRON LLP. The Debtor tapped Kirkiles & Kotiadis, LLP as its accountants. 1457 REALTY: Taps Law Offices of Avrum J. Rosen as Counsel ---------------------------------------------------------- 1457 Realty seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire The Law Offices of Avrum J. Rosen, PLLC, as its bankruptcy counsel. The firm will represent the Debtor in any matter posing an actual or potential conflict of interest that might otherwise disqualify it as Debtor's counsel. The firm will be paid at these rates: Partners $620 per hour Associates $325 to $525 per hour Paralegals $100 to $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, The Law Offices of Avrum J. Rosen is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Avrum J. Rosen, Esq. THE LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New Street Huntington, NY 11743 Telephone: (631) 423-8527 Email: arosen@ajrlawny.com About 1457 Realty LLC 1457 Realty LLC owns real estate located at 1457 58th Street Brooklyn, NY valued at $2.2 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-42852) on August 9, 2023. In the petition signed by Jacob Tauber, managing member, the Debtor disclosed $2,204,475 in assets and $2,523,347 in liabilities. Judge Elizabeth S. Stong oversees the case. Avrum J. Rosen, Esq., at Law Offices of Avrum J. Rosen, PLLC, represents the Debtor as legal counsel. 1777 HOMES: Seeks to Hire Goldberg Weprin Finkel as Legal Counsel ----------------------------------------------------------------- 1777 Homes LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as its bankruptcy counsel. The Debtor requires legal counsel to: a. provide the Debtor with all necessary representation in connection with this Chapter 11 case, as well as the Debtor's responsibilities as debtor-in-possession; b. represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; c. review, prepare and file all necessary legal papers, applications, motions, objections, adversary proceedings, and reports on the Debtor's behalf; and d. render all other legal services required by the Debtor in negotiating a mortgage restructuring the secured debt and achieving confirmation of a plan of reorganization. The firm will be paid at these rates: Partners $685 per hour Associates $275 to $500 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $21,000. Kevin Nash, Esq., a partner at Goldberg, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About 1777 Homes LLC 1777 Homes is the owner of certain development property acquired in 2018 located at 1777 Nostrand Avenue, Brooklyn, NY. The Property is substantially built and requires an additional $400,000 in financing to obtain certificates of occupancy and commencing marketing the units for leasing. 1777 Homes LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42367) on July 5, 2023. The petition was signed by Yoel Perl as managing member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Jil Mazer-Marino presides over the case. Kevin J. Nash, Esq. at Goldberg Weprin Finkel Goldstein LLP represents the Debtor as counsel. 40 & HOLDING: Wins Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized 40 & Holding LLC, d/b/a/ The London Bridge Pub, to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor needs to use the funds in the bank account to continue normal operations and to maintain its going concern value. The Debtor has represented that a UCC search at the North Carolina Secretary of State's web portal revealed the following UCC-1 filings which may reflect perfected liens on cash collateral: a. File # 20180090175E recorded August 30, 2018, in favor of CresCom Bank, ATTN: Loan Processing, 220 Creekside Drive, Washington, NC 27889; b. File # 20200012154J recorded February 4, 2020, in favor of U.S. Foods, Inc., 1500 NC Highway 39, Zebulon, NC 27597; c. File # 20200050796B recorded May 6, 2020, in favor of U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203; d. File # 20220140275G recorded October 15, 2022, in favor of Financial Agent Services, P.O. Box 2576, Springfield, IL 62708; and e. File # 20230068402J recorded against 40 & HOLDING LLC on May 30, 2023, in favor of CT Corporation System, as representative, 330 N Brand Blvd, Suite 700, ATTN: SPRS, Glendale, CA 91203. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's cash and inventory to the extent of the use and to the extent that the pre-petition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. The next hearing on the matter is November 7, 2023 at 11 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=6QLr03 from PacerMonitor.com. The Debtor projects $65,000 in total income and $$69,909 in total expenses for 30 days. About 40 & Holding LLC 40 & Holding LLC is a pub serving food, beverages, and alcoholic beverages, located in downtown Raleigh. London Bridge also hosts special events in the pub, such as open mic nights, DJ performances, karaoke, and broadcasts soccer games for its clientele. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01637) on June 13, 2023. In the petition signed by Michael A. Ruiz, owner/member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Joseph N. Callaway oversees the case. Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. 5211 LAKESIDE: Seeks to Hire Allen C. Hufford as Counsel -------------------------------------------------------- 5211 Lakeside LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Allen C. Hufford, Attorney at Law as counsel to handle its Chapter 11 case. The firm will render these services: a. advise the Debtor as to its rights, duties and powers as a Debtor in Possession; b. prepare and file statements, schedules, plans and other documents and pleadings necessary for the Chapter 11 proceedings, business operations and financial affairs. The firm will be paid at the rate of $150 per hour. The firm will be paid a retainer of $1,738, of which the sum of $1,738 will be applied to the filing fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Allen C. Hufford, Esq. ALLEN C. HUFFORD, ATTORNEY AT LAW 22408 Lake Shore Blvd Euclid, OH 44123 Tel: (216) 264-0322 Fax: (216) 395-0072 Email: achlawfirm@gmail.com About 5211 Lakeside LLC 5211 Lakeside LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 23-13078) on September 5, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Allen C. Hufford, Esq., at LAW OFFICE OF ALLEN C. HUFFORD. 5211 LAKESIDE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee for Region 9 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 5211 Lakeside, LLC. About 5211 Lakeside 5211 Lakeside, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 23-13078) on Sept. 5, 2023, with as much as $1 million in both assets and liabilities. The Debtor is represented by Allen C. Hufford, Esq., at the Law Office of Allen C. Hufford. 717 ARMORY: Lisa Rynard Named Subchapter V Trustee -------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Lisa Rynard, Esq., at the Law Office of Lisa A. Rynard as Subchapter V trustee for 717 Armory, LLC. Ms. Rynard will be paid an hourly fee of $300 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Rynard declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lisa A. Rynard, Esq. Law Office of Lisa A. Rynard 240 Broad Street Montoursville, PA 17754 Phone: (570) 505-3289 Email: larynard@larynardlaw.com About 717 Armory 717 Armory, LLC is a limited liability company engaged in the sale and use training of firearms and operations of a gun and archery range. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-02284) on October 4, 2023, with $1 million to $10 million in both assets and liabilities. Patrick R. Connaghan, member, signed the petition. Judge: Henry W Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky, PC, represents the Debtor as legal counsel. 717 ARMORY: Taps Cunningham Chernicoff & Warshawsky as Counsel -------------------------------------------------------------- 717 Armory, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Cunningham, Chernicoff & Warshawsky, PC as its counsel. The firm will render these services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (b) prepare and file on behalf of the Debtor legal papers; and (c) perform all other legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Robert E. Chernicoff $450 Partners $200 - $400 Associate Attorneys $150 - $350 Paralegals $100 - $150 In the 90-day period prior to the filing of this petition, the Debtor paid the sum of $7,625. Robert Chernicoff, Esq., a shareholder of Cunningham, Chernicoff & Warshawsky, 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 E. Chernicoff, Esq. Cunningham, Chernicoff & Warshawsky, PC 2320 North Second Street P.O. Box 60457 Harrisburg, PA 17106 Telephone: (717) 238-6570 Email: rec@cclawpc.com About 717 Armory 717 Armory, LLC is a limited liability company engaged in the sale and use training of firearms and operations of a gun and archery range. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-02284) on October 4, 2023, with $1 million to $10 million in both assets and liabilities. Patrick R. Connaghan, member, signed the petition. Judge: Henry W Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky, PC, represents the Debtor as legal counsel. ACE INSULATION: Mark Sharf Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for Ace Insulation, Inc. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About Ace Insulation Founded in 2011, the Ace Insulation, Inc. is a locally owned and operated home improvement company and spray insulation contractor. The company is based in Petaluma, Calif. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-10495) on October 4, 2023, with $2,789,026 in assets and $7,383,101 in liabilities. Dwaine McCoy, president, signed the petition. Judge Charles Novack oversees the case. Stephen D. Finestone, Esq., at Finestone Hayes, LLP represents the Debtor as legal counsel. ACRISURE LLC: Moody's Rates New $1BB Sr. Secured Term Loan 'B2' --------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to a $1 billion seven-year senior secured term loan being issued by Acrisure, LLC (Acrisure, corporate family rating B3). Acrisure will use net proceeds from the offering to refinance its existing term loan B4 due in 2027 and pay related fees and expenses. The rating outlook for Acrisure is unchanged at stable. RATINGS RATIONALE According to Moody's, Acrisure's ratings reflect its growing market presence in US insurance brokerage and select international markets, its good mix of business across property & casualty insurance and employee benefits, and its good profitability. In May 2023, Acrisure announced plans to reorganize the company into a more integrated platform under a single brand, aiming to streamline processes and enhance data and analytics capabilities to support client service and new business generation. These strengths are offset by Acrisure's persistently high financial leverage and low interest coverage given its aggressive acquisition strategy, which heightens execution and integration risk. The acquisitions also give rise to contingent earnout liabilities that consume a substantial portion of free cash flow. Acrisure's 2022 acquisition of FBC Mortgage, a mortgage origination company, adds refinancing risk as well as market risk associated with its mortgage servicing rights assets. Acrisure is also exposed to errors and omissions in the delivery of products and services, a risk inherent in professional services. For the 12 months through June 2023, Acrisure reported $4.3 billion of revenue, up from $3.9 billion in the year 2022, driven by a combination of acquisitions and organic growth. Acrisure has slowed its pace of acquisitions in 2023 given its focus on the reorganization and also reflecting higher borrowing costs and continued high purchase multiples. The company's EBITDA margin has declined in recent periods as a result of its changing business mix along with investments in technology and process improvements. For the 12 months through June 2023, Acrisure's free cash flow was moderately negative, although Moody's expects this metric to improve as the company works through its reorganization and settles various contingent earnout obligations. Giving effect to the proposed transaction, Moody's estimates that Acrisure's pro forma debt-to-EBITDA ratio will remain in the range of 7.0x-7.5x (excluding effects of certain unrestricted subsidiaries), with (EBITDA - capex) interest coverage in the range of 1.5x-2.0x, and a free-cash-flow-to-debt ratio in the low single digits. These metrics incorporate Moody's adjustments for operating leases, contingent earnout liabilities, changes in a warrant liability, and run-rate earnings from recent acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade of Acrisure's ratings include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and (iv) declining portion of revenue and earnings from newly acquired versus existing business. Factors that could lead to a downgrade of Acrisure's ratings include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%, or negative free cash flow after contingent earnout payments and scheduled debt amortization, or (iv) disruptions to existing or newly acquired operations. The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018. Based in Grand Rapids, Michigan, Acrisure is a leading insurance broker, ranked as the sixth-largest in the world based on 2022 revenue according to Business Insurance. The company owns and manages agencies in more than 1,000 locations in 45 US states and 61 international locations in 21 countries, largely in Europe. Acrisure's clients are mostly small and midsize businesses as well as individuals and other organizations. For the 12 months through June 2023, Acrisure reported total revenue of $4.3 billion. AD1 URBAN: Hires Berkadia Real Estate Advisors as Broker -------------------------------------------------------- AD1 URBAN PALM BAY, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Berkadia Real Estate Advisors, LLC as broker. The firm will provide these services: a. market and solicit proposals for the sale and Financing of the Properties located in Florida at the direction of Robert Douglas ("RD"),investment banker; b. cooperate with RD who is a duly licensed real estate broker in the state of New York; c. perform all legally required duties of a real estate broker in the state of Florida; d. solicit proposals for a Sale and Financing of the Properties ("Proposals") which Proposals shall set forth, in writing, the terms and conditions for a potential Sale and Financing transaction; e. refer all press release requests relating to Properties to RD; f. collaborate with RD in the presentation and submission to the Owner of all offers for the Sale and Financing of the Properties; and g. provide any other professional services necessary for provision of the foregoing Services. The firm will be paid at the rate at 1.125 percent of the gross sale price or transaction, or one and 1.25 percent of the gross financing amount in the case of a Financing. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kyle Stevenson, a managing director at Berkadia Real Estate Advisors, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kyle Stevenson Berkadia Real Estate Advisors, LLC 1111 Brickell Avenue Suite 1650 Miami, FL 33131 Tel: (305) 373-6650 Fax: (305) 373-6651 Email: kyle.stevenson@berkadia.com About AD1 URBAN PALM BAY, LLC AD1 Urban Palm Bay, LLC, operates in the traveler accommodationindustry. The company is based in Hollywood, Fla. AD1 Urban Palm Bay and its affiliates sought protection underChapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead CaseNo. 23-10074) on Jan. 22, 2023. In the petition signed by AlexFridzon, as responsible fiduciary, AD1 Urban Palm Bay disclosed $10million to $50 million in both assets and liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Ian J. Bambrick, Esq., at Faegre Drinker BiddleandReath, LLP, as legal counsel; RobertDouglas as investmentbanker; CR3 Partners, LLC as financial advisor; and Stretto, Inc.,as claims and noticing agent and administrative advisor. ADAMS 3: Trustee Gets OK to Tap Stinson LLP as Substitute Counsel ----------------------------------------------------------------- Bradley Jones, the Chapter 11 trustee for Adams 3, LLC, received approval from the U.S. Bankruptcy Court for the District of Columbia to employ Stinson LLP as his substitute counsel. The firm's services include: a) preparing any necessary applications, motions, objections, memoranda, briefs, notices, answers, orders, reports or other legal papers; b) appearing on the Trustee’s behalf in any proceeding; c) handling any contested matters or Adversary Proceedings as they arise; and d) performing other legal services for the Trustee which may be necessary or desirable in connection with the above-captioned matter. The firm will charge these rates: Partner $460/hr. to $735/hr. Non-partner attorney $245/hr. Joshua Cox, 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: Joshua W. Cox, Esq. STINSON LLP 1775 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Kansas City, MO 64184-3052 Phone: (202) 728-3023 Email: joshua.cox@stinson.com About Adams 3 Adams 3, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.C. Case No. 22-00205) on Nov. 1, 2022, with between $1 million and $10 million in both assets and liabilities. Napoleon Ibiezugbe, Adams 3 officer, signed the petition. Judge Elizabeth L. Gunn oversees the case. Frank Morris, II, Esq., at the Law Office of Frank Morris, II and Comprehensive Business of Northern Virginia, LLC serve as the Debtor's legal counsel and accountant, respectively. Bradley D. Jones is the Chapter 11 trustee appointed in the Debtor's case. The trustee is represented by Odin, Feldman & Pittleman, P.C. ADOM RENTAL: Gets OK to Hire Gregory Messer as Bankruptcy Counsel ----------------------------------------------------------------- Adom Rental Transportation Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Gregory Messer PLLC as bankruptcy counsel. The firm will render the following services: (a) give advice to the Debtor with respect to its powers and duties as a debtor-in-possession in the continued operation of its business and management of its property; (b) negotiate with creditors of the Debtor in working out a plan and to take necessary legal steps in order to confirm said plan, including, if need be, negotiations in financing a plan; (c) prepare, on behalf of the Debtor, as debtor-in-possession, necessary applications, answers, orders, reports, and other legal papers; (d) appear at judicial proceedings to protect the interests of the debtor-in-possession and to represent the Debtor in all matters pending in the Chapter 11 proceeding; (e) represent the Debtor in connection with obtaining post-petition financing; (f) take necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (g) perform all other legal services for the Debtor, as debtor-in-possession, as may be necessary. The firm will be paid at these hourly rates: Gregory M. Messer, Esq. $625 Paralegal $150 Gregory Messer will be paid a retainer in the amount of $31,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory Messer, founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gregory Messer can be reached at: Gregory Messer, Esq. Mark Bernstein, Esq. LAW OFFICES OF GREGORY MESSER 26 Court Street, Suite 2400 Brooklyn, NY 11242 Tel: (718) 858-1474 Email: gremesser@aol.com Adom Rental Transportation Inc. Adom Rental Transportation Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42971) on August 21, 2023, listing $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Gregory M. Messer, Esq. at the Law Office of Gregory Messer, PLLC represents the Debtor as counsel. ALEXANDER DEMOLITION: Hires Orantes Law as Bankruptcy Counsel ------------------------------------------------------------- Alexander Demolition and Hauling, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Orantes Law Firm, P.C. as its bankruptcy counsel. The Debtor requires the firm to: (a) prepare a Chapter 11 plan of reorganization; (b) give advice regarding bankruptcy law matters; (c) represent the Debtor in any proceedings or hearings in the bankruptcy court; (d) conduct examinations of witnesses, claimants or adverse parties and prepare legal papers; (d) advise the Debtor concerning the requirements of the bankruptcy court and applicable rules; (e) assist the Debtor in the negotiation, formulation, confirmation, and implementation of a Chapter 11 plan; and (f) perform other necessary legal services. Orantes Law Firm received from the Debtor a retainer of $22,000, plus the filing fee of $1,738. The firm's attorneys and staff will be compensated as follows: Giovanni Orantes, Esq. $695 per hour Associates $250 per hour Paralegals $160 per hour Giovanni Orantes, Esq., an attorney at the Orantes Law Firm, 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: Giovanni Orantes, Esq. THE ORANTES LAW FIRM, PC 3435 Wilshire Blvd., Suite 2920 Los Angeles, CA 90010 Telephone: (213) 389-4362 Facsimile: (877) 789-5776 Email: go@gobklaw.com About Alexander Demolition Alexander Demolition and Hauling, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-15815) on Sept. 7, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Deborah J. Saltzman oversees the case. Giovanni Orantes, Esq., at Orantes Law Firm, PC represents the Debtor as bankruptcy counsel. AMADEUS TRUST: Hires Berlandi Nussbaum as Litigation Counsel ------------------------------------------------------------ The Amadeus Trust Under Declaration of Trust of January 24, 2000 seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Berlandi Nussbaum & Reitzas LLP as its special litigation counsel. The Debtor requires the services of special litigation counsel and seeks to employ Berlandi pursuant to 11 U.S.C. Secs. 327(c) and (e) and 330, effective as of Sep.r 13, 2023, to represent the Debtor in all aspects of the State Court Action, including any appeals arising therefrom and with respect to any other post-judgment matters. Berlandi will undertake representation of the Debtor at hourly rates ranging from $75 to $550. The majority of the work will be performed by Joshua T. Reitzas at his current hourly rate of $550. Berlandi Nussbaum will also be reimbursed for reasonable out-of-pocket expenses incurred. Joshua T. Reitzas, partner of Berlandi Nussbaum & Reitzas LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Berlandi Nussbaum can be reached at: Joshua T. Reitzas, Esq. BERLANDI NUSSBAUM & REITZAS LLP 125 Park Avenue, 25th Floor New York, NY 10017 Tel: (212) 804-6329 Fax: (646) 461-2312 About Amadeus Trust Under Declaration of Trust of January 24, 2000 The Amadeus Trust under Declaration of Trust of January 24, 2000 filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 23-13086) on May 18, 2023, with as much as $1 million to $10 million in both assets and liabilities. Gerald Goldstein, as trustee, signed the petition. Judge Neil W. Bason oversees the case. Jeffrey I. Golden, Esq., Golden Goodrich, LLP serves as the Debtor's legal counsel. AMBASSADOR CONTROLS: Seeks to Hire Eric Liepins as Legal Counsel ---------------------------------------------------------------- Ambassador Controls and Engineering, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, PC as its bankruptcy counsel. The Debtor requires the assistance of a counsel for the purpose of orderly liquidating the assets, reorganizing the claims of the estate, and determining the validity of claims asserted in the estate. The hourly rates of the firm's counsel and staff are as follows: Eric A. Liepins $275 Paralegals and Legal Assistants $30 - $50 In addition, the firm will seek reimbursement for expenses incurred. The firm has been paid a retainer of $5,000 plus filing fee. Mr. Liepins, the sole shareholder of the 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: Eric A. Liepins, Esq. ERIC A. LIEPINS, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Ambassador Controls and Engineering Ambassador Controls and Engineering, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-43059) on Oct. 6, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Eric A. Liepins, Esq. at Eric A. Liepins, P.C. represents the Debtor as counsel. AMERICAN PHYSICIAN: Hires Pachulski Stang Ziehl as Counsel ---------------------------------------------------------- American Physician Partners, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Pachulski Stang Ziehl & Jones LLP as counsel. The firm will provide these services: (a) assist, advise, and represent the Debtors in their consultations with estate constituents regarding the administration of the Chapter 11 cases; (b) assist, advise, and represent the Debtors in any manner relevant to their financing needs, asset dispositions, leases, and other contractual obligations; (c) assist, advise, and represent the Debtors in any issues associated with the assets, liabilities, and financial condition of the Debtors; (d) assist, advise, and represent the Debtors in the negotiation, formulation, and drafting of any plan of reorganization and disclosure statement; (e) assist, advise, and represent the Debtors in the performance of their duties and the exercise of their powers under the Bankruptcy Code, the Bankruptcy Rules, and any applicable local rules and guidelines; and (f) provide such other necessary advice and services as the Debtors may require in connection with the Chapter 11 cases. The firm will be paid at these rates: Partners $995 to $1,995 per hour Of Counsel $875 to $1,525 per hour Associates $725 - $895 per hour Paraprofessionals $495 - $545 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received payments from the Debtors during the year prior to the petition date in the amount of $3,788,800 in connection with its pre-bankruptcy representation of the Debtors. Laura Davis Jones, Esq., a partner at Pachulski Stang Ziehl & Jones, provided the following information in response to the request for additional information set forth in Paragraph D.1 of the Fee 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 or discounts offered 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: The firm represented the client during the 12-month periodprepetition. The material financial terms for the prepetition engagement remained the same, as the engagement was hourly-based subject to economic adjustment. The billing rates and material financial terms for the post-petition period remain the same as the prepetition period subject to an annual economic adjustment. The standard hourly rates of the firm are subject to periodic adjustment in accordance with the firm's practice. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The Debtors and the firm expect to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, recognizing that in the course of these large Chapter 11 Cases there may be unforeseeable fees and expenses that will need to be addressed by the Debtors and the firm. Ms. Jones disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com About American Physician Partners, LLC American Physician Partners, LLC is an emergency medicine management company in Brentwood, Tenn. American Physician Partners and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11469) on Sept. 18, 2023. In the petition signed by its chief restructuring officer, John DiDonato, American Physician Partners disclosed $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge Brendan L. Shannon oversees the cases. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, represents the Debtor as legal counsel. AMERICAN SCREENING: Amends Plan to Include Insider Unsecured Claims ------------------------------------------------------------------- American Screening, LLC, submitted a Disclosure Statement in support of First Amended Chapter 11 Plan of Reorganization dated October 12, 2023. This Bankruptcy Case was filed on April 7, 2023 to address the impact upon the Debtor's business of a final order and judgment for permanent injunction and monetary relief entered in favor of the Federal Trade Commission against Debtor, R. Kilgarlin, and Kilgarlin's wife (Shawn Kilgarlin) relating to product sourcing problems that plagued Debtor during the global COVID-19 pandemic (the "FTC Final Judgment"). Class 9 consists of Allowed General Unsecured Non-Insider Claims. Holders of the Allowed General Unsecured Non-Insider Claims will be paid in full by the Reorganized Debtor through 12 regular Monthly Plan Payments commencing on the Effective Date and continuing on the first business day of each month thereafter until such Allowed General Unsecured Vendor and Supplier Claims are paid in full. Class 9 is impaired under the Plan. Class 10 consists of the Allowed United States Federal Trade Commission Final Judgment Claim. The Monetary Relief awarded to the FTC in the FTC Final Judgment shall be satisfied and paid in full through the following: Pursuant to the FTC Final Judgment, judgment in the amount of $14,651,185.23 (the "Redress Fund") was entered in favor of the FTC against Debtor, R. Kilgarlin, and Shawn Kilgarlin, jointly and severally (the "Monetary Relief"). The FTC Final Judgment proscribes a redress program to address Redress Consumers from the Redress Fund who purchased goods from the Debtor, R. Kilgarlin, and Shawn Kilgarlin (the "Redress Program"). The elements of that Redress Program include, under certain conditions: (1) Redress Consumers must request a refund to be reimbursed; (2) All Redress Consumers shall have one hundred and twenty (120) days from the date of a notification to request a refund (the "120-Day Notice Period"); (3) Any Redress Consumer that fails to submit a request for a refund within the 120-Day Notice Period shall have no right to a refund for redress from the FTC; (4) after the conclusion of such 120-Day Notice Period, the FTC shall have a reasonable time to determine the amount of unclaimed funds in the Redress Fund and costs of administering the Redress Fund (the "Post-Notice Administration Period"); (5) the FTC shall return to Defendants any amount of money in the Redress Fund (less costs of administering the Redress Fund) that remains at the conclusion of the Post-Notice Administration Period; and (6) Debtor, R. Kilgarlin and Shawn Kilgarlin have no right to challenge any actions the FTC or its representatives may take with regard to the conduct or administration of redress. The Debtor, R. Kilgarlin, and Shawn Kilgarlin have not tendered the full Redress Fund to the FTC and do not have the financial ability to do so. Moreover, although capped by the FTC Final Judgment, the amounts ultimately payable as a refund to Redress Consumers is unliquidated by the FTC Final Judgment. Specifically, given the mandatory refund provisions of the FTC Final Judgment of amounts in excess of refund requests submitted by Redress Consumers less costs of administering the Redress Fund), the Plan provides the following treatment for the Allowed FTC Final Judgment Claim. Class 10 consists of the Allowed United States Federal Trade Commission Final Judgment Claim. Within 5 business days following entry of the Confirmation Order, the Debtor shall provide a Redress Claims Notice by regular and certified United States Mail to any and all consumers that purchased goods from Debtor, R. Kilgarlin, and/or Shawn Kilgarlin between March 1, 2020. The Redress Claims Notice sent by the Debtor does not trigger any deadlines under the FTC Final Judgment. The FTC may also publish on its official website at https://www.ftc.gov a Redress Claims Notice or send such other notice to the Redress Consumers in its sole and unlimited discretion. The FTC may also elect to coordinate with the Debtor regarding any other Redress Claims Notice; provided, however, that the FTC is under no obligation under the Plan to send a Redress Claims Notice or any notice, and the FTC Final Judgment shall govern the FTC's administration of the Redress Fund in all respects. The Debtor, R. Kilgarlin, and/or Shawn Kilgarlin shall have no right to challenge or object to or challenge the administration of the FTC of any refund claim submitted by a Redress Consumer, but the Debtor, R. Kilgarlin, and/or Shawn Kilgarlin may provide written materials to the FTC providing input and detail regarding any such refund claim submitted by a Redress Consumer, including, without limitation, providing information to the FTC regarding amounts previously refunded or other mitigation efforts by the Debtor. To fund the Redress Fund under the FTC Final Judgment, through Quarterly Plan Payments paid over a period through the fifth anniversary of the Effective Date, the Debtor shall deposit with the FTC all of its Net Disposable Income received during such 5-year period commencing upon the Effective Date. Per the terms of the FTC Final Judgment, the Redress Fund shall be utilized by the FTC to pay Redress Consumers determined by the FTC to be entitled to payment from the Redress Fund. Additionally, per the terms of the FTC Final Judgment, from the Redress Fund, the FTC shall be paid its reasonable fees and costs incurred in connection with such claim administration. Class 11 consists of Allowed General Unsecured Insider Claims. Holders of the Allowed General Unsecured Insider Claims will be paid in full by the Reorganized Debtor commencing only upon payment in full of all senior Classes of Allowed Priority and Non-Priority Unsecured Claims under the Plan. For avoidance of all doubt, no payments shall be made on account of such Insider Claims until the Reorganized Debtor has fully performed its obligations to Classes 9 and 10 under the Plan. The following are Insiders for purposes of Class 11: RK Giving, LLC, R. Kilgarlin, Shawn Kilgarlin, Cody A. Kilgarlin, and Carmen R. Feinberg. Class 12 consists of Allowed Pre-Petition Membership Interest of R. Kilgarlin. R. Kilgarlin, the holder of the Pre-Petition Membership Interest in the Debtor, shall retain his membership interest in the Debtor but shall receive no distributions or payments solely on account of such membership interest unless and until all payments required under the Plan are completed to holders of Allowed Claims in Classes 9 and 10. Thereafter, so long as there is no material default in existence as to Classes 1 through 8, R. Kilgarlin may receive distributions or payments on account of his interest. Except as otherwise provided in the Plan, on and after the Effective Date, the Property of the Estate of the Debtor shall revest in the Reorganized Debtor. Subject to the terms and conditions of the Plan, the Reorganized Debtor may operate its business and use, acquire, and disburse Property, including all revenues generated by its operations, without supervision by the Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules. Plan Payments shall be made from Cash on Hand on the Effective Date and Earnings of the Debtor during the Plan Period. As of the Effective Date, all Property of the Reorganized Debtor shall be free and clear of all Claims, Liens, encumbrances and other interests of Creditors, except as otherwise provided in the Plan. A full-text copy of the Disclosure Statement dated October 12, 2023 is available at https://urlcurt.com/u?l=1ebdLI from PacerMonitor.com at no charge. Attorney for Debtor: Kell C. Mercer, Esq. Kell C. Mercer, PC 901 S. Mopac Expy. Bldg. 1, Ste. 300 Austin, TX 78746 Telephone: (512) 627-3512 Facsimile: (512) 597-0767 Email: Kell.Mercer@mercer-law-pc.com About American Screening American Screening, LLC is an ISO 13485 Certified distributor of rapid drug and alcohol tests, infectious disease tests, and cardiac tests, and supplies to the United States, South America, Asia, Africa, Europe, and Australia. ASC leases its corporate office and warehouse space from an affiliated nondebtor, Kilgarlin Holdings, LLC. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 23-10350) on April 7, 2023. In the petition signed by Ronald Kilgarlin, Jr., managing member, the Debtor disclosed up to $9,100,921 in assets and up to $27,251,799 in liabilities. Judge John S. Hodge oversees the case. Kell C. Mercer, Esq., at Kell C. Mercer, P.C, represents the Debtor as legal counsel. AMMACORE INC: Seeks to Hire Jones & Walden as Bankruptcy Counsel ---------------------------------------------------------------- Ammacore Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Jones & Walden, LLC as its legal counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations; (d) consulting with and representing the Debtor with respect to a Chapter 11 plan; (e) performing legal services incidental and necessary to the day-to-day operations of the Debtor's business; and (f) taking all other actions incident to the proper preservation and administration of the Debtor's estate and business. The firm holds a retainer in the amount of $13,409. Cameron McCord, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Cameron M. McCord, Esq. Mark D. Gensburg, Esq. JONES & WALDEN, LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: cmccord@joneswalden.com mgensburg@joneswalden.com About Ammacore Inc. Ammacore Inc. is a national onsite technology service company for resellers, VARs, manufacturers, distributors, and software vendors. Ammacore partners with its clients to thoroughly understand the technology and service challenges of their customers and employ its proprietary Scope of Service and Event Management Process to identify the very best resources for their customers' needs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-59671) on October 2, 2023. In the petition signed by Chris C. Gaffney, CEO, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Cameron M. McCord, Esq., at Jones & Walden, LLC, represents the Debtor as legal counsel. AN GLOBAL: Committee Hires Province LLC as Financial Advisor ------------------------------------------------------------ The official committee of unsecured creditors of AN Global LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Province, LLC as its financial advisor. The firm will render these services: a. becoming familiar with and analyzing the Debtors' DIP budget, assets and liabilities, and overall financial condition; b. reviewing financial and operational information furnished by the Debtors; c. monitoring the sale process, reviewing bidding procedures, stalking horse bids, asset purchase agreements, interfacing with the Debtors' professionals, and advising the Committee regarding the process; d. scrutinizing the economic terms of various agreements, including, but not limited to, the Debtors' KEIP and KERP and various professional retentions; e. analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; g. preparing, or reviewing as applicable, avoidance action and claim analyses; h. assisting the Committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, DIP budgets, and monthly operating reports; i. advising the Committee on the current state of these chapter 11 cases; j. advising the Committee in negotiations with the Debtors and third parties as necessary; k. if necessary, participating as a witness in hearings before the Court with respect to matters upon which Province has provided advice; and l. other activities as are approved by the Committee, the Committee's counsel, and as agreed to by Province. The hourly rates of Province's professionals are as follows: Managing Directors and Principals $860 - $1,350 Vice Presidents, Directors, and Senior Directors $580 - $950 Analysts, Associates, and Senior Associates $300 - $650 Paraprofessionals $220 - $300 In addition, Province will seek reimbursement for expenses incurred. Paul Navid, a principal at Province, 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: Sanjuro Kietlinski Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Telephone: (702) 685-5555 Email: pnavid@provincefirm.com About AN Global LLC AN Global, LLC and affiliates are global providers of agile-first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on August 28, 2023. In the petitions signed by their chief restructuring officer, James S. Feltman, the Debtors disclosed $100 million to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Potter Anderson & Corron LLP and Hughes Hubbard & Reed LLP as bankruptcy counsels; Garrigues Mexico, S.C. as general Mexican restructuring counsel; Teneo Capital, LLC as financial advisor; and Guggenheim Securities, LLC as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Blue Torch Finance LLC is the administrative agent and collateral agent under the DIP Agreement and under a pre-bankruptcy first lien facility. It is represented by Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. AN GLOBAL: Committee Taps Pachulski Stang Pachulski as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of AN Global LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Pachulski Stang Ziehl & Jones LLP as its counsel. The firm will render these services: (a) assist, advise, and represent the committee in its consultations with the Debtors regarding the administration of these Chapter 11 cases; (b) assist, advise, and represent the committee with respect to the Debtors' retention of professionals and advisors with respect to the Debtors' business and these cases; (c) assist, advise, and represent the committee in analyzing the Debtors' assets and liabilities, investigate the extent and validity of liens and participate in and review any proposed asset sales, any asset dispositions, financing arrangements, and cash collateral stipulations or proceedings; (d) assist, advise, and represent the committee in any manner relevant to reviewing and determining the Debtors' rights and obligations under leases and other executory contracts; (e) assist, advise, and represent the committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, their operations, and the desirability of the continuance of any portion of those operations, and any other matters relevant to the cases or to the formulation of a plan; (f) assist, advise, and represent the committee in connection with any sale of the Debtors' assets; (g) assist, advise, and represent the committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; (h) assist, advise, and represent the committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules; (i) assist, advise, and represent the committee in the evaluation of claims and on any litigation matters; and (j) provide such other services to the committee as may be necessary in these cases. The hourly rates of the firm's counsel and staff are as follows: Partners/Counsel $875 - $1,995 Associates $725 - $895 Paralegals $495 - $545 In addition, the firm will seek reimbursement for expenses incurred. The firm provided the following information in response to the request for additional information set forth in Paragraph D.1 of the Fee 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 or discounts offered 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: The firm did not represent the client in the 12-month period prepetition. The billing rates for the firm are disclosed in the Application and are subject to periodic adjustment in accordance with the firm's practice. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: No. Bradford Sandler, Esq., a partner at Pachulski Stang Ziehl & Jones, 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: Bradford J. Sandler, Esq. PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 34th Floor New York, NY 10017 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 Email: bsandler@pszjlaw.com About AN Global LLC AN Global, LLC and affiliates are global providers of agile-first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on August 28, 2023. In the petitions signed by their chief restructuring officer, James S. Feltman, the Debtors disclosed $100 million to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Potter Anderson & Corron LLP and Hughes Hubbard & Reed LLP as bankruptcy counsels; Garrigues Mexico, S.C. as general Mexican restructuring counsel; Teneo Capital, LLC as financial advisor; and Guggenheim Securities, LLC as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Blue Torch Finance LLC is the administrative agent and collateral agent under the DIP Agreement and under a pre-bankruptcy first lien facility. It is represented by Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ARCHBISHOP OF SAN FRANCISCO: Committee Taps Pachulski as Counsel ---------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of the Roman Catholic Archbishop of San Francisco seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Pachulski Stang Ziehl & Jones LLP as its counsel. The firm will render these services: (a) assist, advise, and represent the committee in its consultations with the Debtor regarding the administration of this case; (b) assist, advise, and represent the committee in analyzing the Debtor's assets and liabilities; (c) review and analyze all applications, motions, orders, statements of operations and schedules filed with the court by the Debtor or third parties, advise the committee as to its propriety, and, after consultation with the committee, take appropriate action; (d) prepare legal papers; (e) represent the committee at hearings held before the court and communicate with the committee regarding the issues raised, as well as the decisions of the court; (f) perform all other legal services for the committee which may be necessary and proper in this case and any related proceeding(s); (g) represent the committee in connection with any litigation, disputes or other matters that may arise in connection with this case or any related proceeding(s); (h) assist, advise, and represent the committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; (j) assist, advise, and represent the committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, its operations, and the desirability of the continuance of any portion of those operations, and any other matters relevant to this case; (k) assist, advise, and represent the committee in their participation in the negotiation, formulation and drafting of a plan of liquidation or reorganization; (l) assist, advise, and represent the committee on the issues concerning the appointment of a trustee or examiner under section 1104 of the Bankruptcy Code; (m) assist, advise, and represent the committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the committee; (n) assist, advise, and represent the committee in the evaluation of claims and on any litigation matters; and (o) provide such other services to the committee as may be necessary in this case or any related proceeding(s). The hourly rates of the firm's counsel and staff are as follows: James I. Stang $1,695 Debra Grassgreen $1,550 Kenneth Brown $1,525 John Lucas $1,150 Brittany Michael $875 Paralegal $545 In addition, the firm will seek reimbursement for expenses incurred. John Lucas, Esq., a partner at Pachulski Stang Ziehl & Jones, 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 I. Stang, Esq. Debra I. Grassgreen, Esq. John W. Lucas, Esq. Pachulski Stang Ziehl & Jones LLP One Sansome Street, Suite 3430 San Francisco, CA 94104 Telephone: (415) 263-7000 Facsimile: (415) 263-7010 Email: jstang@pszjlaw.com dgrassgreen@pszjlaw.com jlucas@pszjlaw.com About The Roman Catholic Archbishop of San Francisco The Roman Catholic Archbishop of San Francisco filed Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-30564) on Aug. 21, 2023, with $100 million to $500 million in both assets and liabilities. Judge Dennis Montali oversees the case. The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP and Sheppard, Mullin, Richter & Hampton LLP as counsel. Weintraub Tobin Chediak Coleman & Grodin as special litigation counsel. Weinstein & Numbers, LLP as special insurance counsel. GlassRatner Advisory & Capital Group LLC d/b/a B. Riley Advisory Services as financial advisor. Omni Agent Solutions, Inc. as administrative agent. On September 1, 2023, the United States Trustee appointed an official committee of unsecured creditors in this Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones LLP as its counsel. ARCIMOTO INC: Stockholders Approve Shares Issuance Proposal ----------------------------------------------------------- Arcimoto, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that at a reconvened special meeting of shareholders held on Oct. 13, 2023, the shareholders voted to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock issuable by the Company upon conversion of the Series D Preferred Stock (as defined in the Definitive Proxy Statement) and the Warrants (as defined in the Definitive Proxy Statement). About Arcimoto, Inc. Based in Eugene, Oregon, Arcimoto, Inc. -- http://arcimoto.com-- designs and manufactures electric vehicles. Built on the revolutionary three-wheel Arcimoto Platform, its vehicles are purpose-built for daily driving, local delivery, and emergency response, all at a fraction of the cost and environmental impact of traditional gas-powered vehicles. Arcimoto reported a net loss of $62.88 million in 2022 following a net loss of $47.56 million in 2021. Portland, Oregon-based Deloitte & Touche LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has incurred significant losses and does not have sufficient cash on hand to meet its obligations as they come due, which raises substantial doubt about its ability to continue as a going concern. ART & DENTISTRY: Gets OK to Hire David E. Lynn as Legal Counsel --------------------------------------------------------------- Art & Dentistry, LLC, received approval from the U.S. Bankruptcy Court for the District of Maryland to hire David E. Lynn, P.C. 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 property and operation of its business; b. Prepare legal papers; c. Take the necessary steps to stay any action by creditors seeking liens, attachments or other advantages by legal process or non-judicial process. d. Negotiate and prepare a Chapter 11 plan of reorganization; and e. Perform other legal services for the Debtor in connection with its Chapter 11 case. The firm will charge an hourly fee of $495. David Lynn, Esq., disclosed in a court filing that his firm has no connection with the Debtor, creditors or any other party involved in the case. Mr. Lynn can be reached at: David E. Lynn, Esq. David E. Lynn, P.C. 15245 Shady Grove Road, Suite 465 North Rockville, MD 20850 Phone: (301) 255-0100 Email: davidlynn@verizon.net About Art & Dentistry Art & Dentistry, LLC, is a local dental practice in Bethesda, Md. The Debtor filed a Chapter 11 petition (Bankr. D. Md. Case No. 23-16790) on Sept. 22, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Lori S. Simpson oversees the case. David E. Lynn, Esq., at David E. Lynn, P.C., is the Debtor's legal counsel. ASPIRA WOMEN'S: Finds Accounting Error in Financial Statements -------------------------------------------------------------- Aspira Women's Health Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Audit Committee of the Board of Directors of the Company and the Company's management determined that its previously issued financial statements in its Annual Report on Form 10-K for the year ended Dec. 31, 2022, as well as the previously filed Quarterly Report on Form 10-Q for the quarterly period ended Sept. 30, 2022, should be restated and should no longer be relied upon due to an error in the Company's accounting for certain warrants issued in August 2022 as part of its underwritten offering with William Blair & Company, LLC. Aspira Women's said, "The Company identified certain errors in the accounting for warrants (the "Warrants") issued pursuant to the underwriting agreement with William Blair & Company, LLC in August 2022 (the "2022 Underwriting Agreement"). Specifically, when calculating the issuance date fair value of the Warrants, the Company used assumptions in the Black Scholes Valuation calculation that were associated with the incorrect Warrant issuance date. The Company used the 2022 Underwriting Agreement date of August 22, 2022 instead of the Warrant issuance date per the Common Stock Purchase Warrant Agreement dated August 25, 2022. The incorrect Warrant issuance date resulted in inaccurate market closing price, risk free interest rate, and stock price volatility assumptions used in the Black Scholes Valuation calculation. The initial calculation with the August 22, 2022 assumptions calculated an issuance date fair value of the warrant liability of approximately $7,752,000, whereas the updated calculation based upon the August 25, 2022 assumptions calculated an issuance date fair value of the warrant liability of approximately $3,984,000, which results in a difference of approximately $3,768,000 and results in the warrant liability at issuance date to be lower by this amount than originally recorded and disclosed in the Prior Period Financial Statements. As a result of the change in the initial fair value of the warrant liability, the subsequent revaluation of the warrant liability at September 30, 2022 resulted in a corresponding adjustment to other income in the same amount, $3,768,000, on the consolidated statements of operations. The error does not have any effect on cash and cash equivalents or revenues. "Additionally, upon the initial recording of this transaction, total offering costs of $1,296,000 were allocated between expense included in the consolidated statements of operations and stockholders' equity included in the consolidated balance sheets based on the percentage of the Warrant fair value of $7,752,000 and total gross proceeds of $9,000,000. $1,117,000 of offering costs were initially allocated to the warrants and expensed immediately to the general and administrative ("G&A") expense consolidated statements of operations line item, and the remaining offering costs had a net impact to stockholders' equity of $179,000. The updated allocation using the August 25, 2022 issuance date fair value of $3,984,000 resulted in an adjustment to the allocation of offering costs of $543,000 from G&A expense to equity, and an adjustment of the remaining $574,000 of allocated offering costs from G&A expense to non-operating expense; $574,000 of the offering costs are now expensed immediately and the remaining offering costs to be recorded in stockholders' equity is $722,000. As a result of the change there was a corresponding adjustment in the presentation of the offering costs related to the warrant liability of $574,000 from cash flows used in operating activities to cash flows provided by financing activities on the Company's consolidated statement of cash flows. The error does not have any effect on cash and cash equivalents or revenues." In addition to the errors identified above, the Company plans to include adjustments to correct certain other immaterial errors. The Company plans to restate the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2022, as well as the unaudited condensed consolidated financial statements contained in the quarterly report on Form 10-Q for the three and nine months ended Sept. 30, 2022. The unaudited condensed consolidated financial statements for the three and nine months ended Sept. 30, 2022 will be restated as part of the amended 2022 Annual Report filed on Form 10-K/A. The Company's management evaluated its prior conclusions regarding the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting. Based on that evaluation, management has concluded that this matter resulted in an additional material weakness in the Company's internal control over financial reporting, which will be disclosed in Item 9A of the Form 10-K/A. As a result of the material weakness, the Company has concluded that its internal control over financial reporting and its disclosure controls and procedures were ineffective as of the periods referenced above. The Company said it is taking steps to enhance its procedures and controls surrounding the accounting for significant, non-routine or complex transactions and will continue to refine these procedures and controls. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient time and management has concluded, through testing, that these controls are operating effectively. About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is transforming women's gynecological health with the discovery, development, and commercialization of innovative testing options for women of all races and ethnicities, starting with ovarian cancer. Its ovarian cancer risk assessment portfolio is marketed to healthcare providers as OvaSuite. OvaWatch is a non-invasive, blood-based test intended for use in the initial clinical assessment of ovarian cancer risk in women with benign or indeterminate adnexal masses for which surgical intervention may be either premature or unnecessary. Aspira Women's reported a net loss of $27.17 million for the year ended Dec. 31, 2022, compared to a net loss of $31.66 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $17.37 million in total assets, $10.64 million in total liabilities, and $6.73 million in total stockholders' equity. Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raise substantial doubt about its ability to continue as a going concern. BAOBURG INC: Seeks to Hire Ortiz & Ortiz as Legal Counsel --------------------------------------------------------- Baoburg, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Ortiz & Ortiz, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) performing all necessary services related to the Debtor's reorganization and the bankruptcy estate; (b) protecting and preserving the estate assets during the pendency of the Chapter 11 case; (c) preparing all documents and pleadings necessary to ensure the proper administration of the case; and (d) all other bankruptcy-related necessary legal services. Ortiz will be paid at these rates: Partners $400 per hour Contract Attorneys $375 per hour Of Counsel $375 per hour Paralegals $175 per hour In addition, the firm will seek reimbursement for expenses incurred. Norma Ortiz, Esq., a partner at Ortiz & Ortiz, 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: Norma E. Ortiz, Esq. ORTIZ & ORTIZ, LLP 35-10 Broadway, Ste. 202 Astoria, NY 11106 Telephone: (718) 522-1117 Facsimile: (718) 596-1302 Email: email@ortizandortiz.com About Baoburg Inc. Baoburg, Inc. operates a restaurant that offers Southeast Asian comfort food. The restaurant is located in Kings County in the neighborhood commonly referred to as Greenpoint. Baoburg filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42888) on Aug. 14, 2023, with up to $50,000 in assets and up to $1 million in liabilities. Jolene Wee has been appointed as Subchapter V trustee. Baoburg filed a Chapter 11 petition on August 1, 2022 under Case No. 22-41860; an order dismissing that case was entered on June 1, 2023. Judge Elizabeth S. Stong oversees the case. Norma E. Ortiz, Esq., at Ortiz & Ortiz, LLP and Sanchez, LLC are the Debtor's legal counsel and accountant, respectively. BELFOR HOLDINGS: S&P Rates 1.BB First-Lien Credit Facility 'B' -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Belfor Holdings Inc.'s proposed $1.8 billion first-lien facility, consisting of a $300 million revolving credit facility due in October 2028 and $1.5 billion term loan ($1.235 billion tranche and EUR250 million tranche) due in October 2030. Our '3' recovery rating reflects our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a default. Belfor intends to use the proceeds to repay its existing first-lien credit facility, including $21 million outstanding under its revolver and $1.441 billion outstanding on its term loans, fund cash to the balance sheet, and pay fees and expenses related to the transactions. S&P said, "Our issuer credit rating on the company remains 'B', and the outlook remains stable. Under the proposed transaction, Belfor's revolving credit facility will expand $100 million from its prior $200 million. This will increase its financial flexibility as revenue realization and cash collection are delayed while insurance companies take longer to reimburse restoration companies for completed work. Belfor's backlog remained elevated as of June 2023, and we expect a working capital unwind resulting in cash generation throughout 2024. "The transaction is leverage neutral, and we forecast S&P Global Ratings-adjusted leverage will be in the high-5x area in 2023, compared to our prior expectations of the 6.5x-6.75x area largely due to outsize hurricane related revenue. Previously, we did not include hurricane-related revenue in our forecasts because it depends on the frequency and magnitude of unpredictable weather. However, for the last several years the company has generated nearly 5%-15% of EBITDA (albeit volatile) from hurricane damage. As a result, we now include some hurricane revenue in our forecast. Nevertheless, we assume a meaningful decline in this revenue in 2024 and forecast the core business to expand in the low-single-digit percentages despite a slow-growth macroeconomic environment. As such, we expect margins to decline about 50-75 basis points for leverage of about 6.75x by year end 2024. "Our ratings on Belfor incorporate, among other things, the company's high leverage through its private equity ownership, participation in a highly fragmented market, volatility of higher-margin damage restoration and reconstruction projects associated with catastrophic events. This is partially offset by its recession-resistant demand characteristics, strong market position, and relationship with insurance companies. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors Belfor's proposed capital structure comprises: --$300 million revolving credit facility due in November 2028. --$1.5 billion first-lien term loan due in November 2030 that includes: --$1.235 billion tranche. --EUR250 million tranche (about ($265 million). S&P's simulated default scenario assumes a payment default in 2026 stemming from declining demand for disaster recovery and restoration services, increasing competition, rising collection risk, and an inability to manage fixed overhead and integrate acquisitions, all of which further pressure margins, working capital, and cash flow. As a result, the company must fund cash flow shortfalls with available cash and revolver borrowings. Eventually, liquidity and capital resources become strained to the point that Belfor cannot continue to operate without a bankruptcy filing. Simulated default assumptions -- Year of default: 2026 -- Jurisdiction: U.S. -- Obligor/nonobligor split: 75%/25% Simplified waterfall -- Emergence EBITDA: $159 million -- Multiple: 6x -- Gross recovery value: $954 million -- Net recovery value for waterfall after administrative expenses (5%): $906 million -- Estimated first-lien debt claims: $1.78 billion* --Recovery range: 50%-70% (rounded estimate: 50%) *All debt amounts include six months of prepetition interest. BENDED PAGE: Seeks Cash Collateral Access ----------------------------------------- Bended Page, LLC asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral and provide adequate protection for the period from October 20 to November 17, 2023. The Debtor requires the use of cash collateral to purchase inventory sufficient to meet anticipated holiday demand and fund its operational and reorganization expenses. The Debtor has negotiated a secured (but not priming) postpetition loan for up to $1.275 million with Read Colorado LLC, which is an affiliate of Leslie Rainbolt Revocable Trust and Margie Gart, both members of the Debtor. The Leslie Rainbolt Revocable Trust funded $200,000 of the $300,000 loan made to the Debtor in July 2023, while Ms. Gart funded $75,000 of that loan which both will be rolled up upon final approval of the DIP Loan. The Debtor anticipates a significant increase in revenues over the 2023 holiday season. Historically, the Debtor's revenues ramp up in November and nearly double during the month of December. However, the Debtor does not currently have sufficient inventory to meet the expected holiday demand. The Debtor is presently on a credit hold with its primary publishers. Ingram Book Group LLC filed a UCC-1 financing statement on January 13, 2021, identifying its collateral as accounts, inventory, rights to payment, and money. The Debtor asserts that the secured debt owed to Ingram is approximately $223,000. Alpine Bank filed a UCC-1 financing statement on October 24, 2022, identifying its collateral as all of the Debtor's assets, including inventory, accounts and goods, among other property. The Debtor asserts that the secured debt owed to Alpine is approximately $48,000. The Debtor and B.S.D. Capital, Inc., dba Lendistry entered into a loan agreement in January 2023, pursuant to which Debtor pledged as collateral all of its inventory, equipment, accounts, chattel paper, and instruments, among other property. Lendistry filed a UCC-1 financing statement on January 23, 2023, identifying its collateral as inventory, equipment, accounts, chattel paper, and instruments, among other property. The Debtor asserts that it owes Lendistry a secured debt of approximately $248,971. On July 18, 2023, the Debtor's Board of Directors adopted a resolution authorizing the Debtor to sell secured promissory notes convertible into membership interests for gross proceeds of up to $300,000 in a private transaction intended to be exempt from registration under the Securities Act of 1933. Consistent with the resolution, on July 18, 2023, the Debtor executed the following three convertible secured promissory notes. The Convertible Notes are secured pursuant to a UCC-1 financing statement filed on September 28, 2023, which indicates that the holders of the Convertible Notes hold a security interest in all of the Debtor's assets. The holders of the Convertible Notes are: a. Convertible Secured Promissory Note in the amount of $200,000 payable to the Leslie J. Rainbolt Revocable Trust; b. Convertible Secured Promissory Note in the amount of $75,000 payable to Margie Gart; c. Convertible Secured Promissory Note in the amount of $25,000 payable to Bradford E. Dempsey; and Bradford Dempsey has waived his claim for the portion of the Convertible Notes owed to him. The remaining two holders of the Convertible Notes are unaffected by the Motion. The Debtor will continue making payments to the Cash Collateral Creditors in the ordinary course as payments come due. As adequate protection for the Cash Collateral Creditors, the Debtor will provide postpetition replacement liens on the Debtor's post-petition assets, to the extent, but only to the extent, of any identifiable diminution in value of their respective interests in collateral that is property of the Debtor's estate, as it existed on the Petition Date. A copy of the motion is available at https://urlcurt.com/u?l=GDXqmO from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=enRiD6 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $64,286 for the week ending October 27, 2023; $175,370 for the week ending November 3, 2023; $32,696 for the week ending November 10, 2023; $138,760 for the week ending November 17, 2023; and $11,739 for the week ending November 24, 2023. About Bended Page, LLC Bended Page, LLC is a book store owner in Denver, Colorado. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14679) on October 16, 2023. In the petition signed by Bradford Dempsey, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Andrew D. Johnson, Esq., at Onsager Fletcher Johnson Palmer LLC, represents the Debtor as legal counsel. BENFIELD REAL: Taps H. Anthony Hervol as Legal Counsel ------------------------------------------------------ Benfield Real Estate, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of H. Anthony Hervol as its attorneys. The Debtor requires legal counsel to: (a) represent the Debtor in this Chapter 11 case and advise the Debtor as to its rights, powers, and duties; (b) negotiate and prepare one or more plans of reorganization for the Debtor; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; (d) take necessary action to collect property of the estate and file suits to recover the same, pursue or defend other adversary proceedings as needed, or work with special counsel appointed by the court to pursue or defend any adversary proceedings; (e) prepare legal papers; (f) object to disputed claims; (g) prepare and present of final accounting and motion for final decree closing the bankruptcy case; and (h) perform all other legal services for the Debtor. The firm will be paid at its hourly rate of $325. The firm received a retainer in the amount of $10,000. H. Anthony Hervol, Esq., an attorney at the firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: H. Anthony Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL 22211 IH-10 West, Suite 1206-168 San Antonio, TX 78257 Telephone: (210) 5222-9500 Facsimile: (210) 5222-0205 Email: hervol@sbcglobal.net About Benfield Real Estate, LLC Benfield Real Estate, LLC is engaged in activities related to real estate. Benfield Real Estate, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51209) on Sep. 4, 2023. The petition was signed by James F. Benfield as member. At the time of filing, the Debtor estimated $1 million to $10 million in assets and liabilities. Judge Craig A. Gargotta presides over the case. H. Anthony Hervol, Esq. at the LAW OFFICE OF H. ANTHONY HERVOL represents the Debtor as counsel. BIG VALLEY: Case Summary & 16 Unsecured Creditors ------------------------------------------------- Debtor: Big Valley Builders, Inc. FDBA Big Valley Pump Service 103 W. Bishop Way, Suite C Brownsville, OR 97327 Business Description: The Debtor is part of the residential building construction industry. Chapter 11 Petition Date: October 18, 2023 Court: United States Bankruptcy Court District of Oregon Case No.: 23-61913 Judge: Hon. Thomas M. Renn Debtor's Counsel: Loren S. Scott, Esq. THE SCOTT LAW GROUP PO Box 70422 Springfield, OR 97475 Tel: 541-868-8005 Fax: 541-868-8004 Total Assets: $5,980,581 Total Liabilities: $5,169,520 The petition was signed by Crystal Smith as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MDWU4SQ/Big_Valley_Builders_Inc__orbke-23-61913__0001.0.pdf?mcid=tGE4TAMA BITNILE METAVERSE: Appoints Robert Smith as Director ---------------------------------------------------- BitNile Metaverse, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that effective Oct. 13, 2023, the Company appointed Robert O. Smith to its board of directors. Mr. Smith will serve as lead independent director and Chairman of the Audit Committee of the Company. The Board has also determined that Mr. Smith qualifies as an "audit committee financial expert" within the meaning of the regulations of the Securities and Exchange Commission. Mr. Smith, 78, is currently a C-level executive consultant working with Bay Area high-tech firms on various strategic initiatives in all aspects of their business. Mr. Smith currently serves on the board of directors of Ault Alliance, Inc., a NYSE American listed diversified holding company, Ault Disruptive Technologies Corporation, a NYSE American listed special purpose acquisition company, and Giga-tronics Incorporated, an OTCQB listed company that provides purpose-built electronic technology solutions for defense and other mission critical applications. From 2004 to 2007, he served on the board of directors of Castelle Corporation. From 1990 to 2002, he was AAI's president, chief executive officer and Chairman of its Board of Directors. From 1980 to 1990, he held several management positions with Computer Products, Inc., the most recent being President of their Compower/Boschert Division. From 1970 to 1980, he held managerial accounting positions with Ametek/Lamb Electric and with the JM Smucker Company. Mr. Smith received his BBA degree in Accounting from Ohio University. Mr. Smith will be compensated in accordance with the Company's standard compensation policies and practices for the Board, the components of which were disclosed in the Company's annual report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on July 14, 2023. About BitNile Metaverse Founded in 2011, BitNile Metaverse (formerly Ecoark Holdings, Inc.) -- is a holding company, incorporated in the State of Nevada on November 19, 2007. The Company’s principal subsidiaries consisted of (a) BitNile.com, Inc., a Nevada corporation which includes the platform BitNile.com and that was acquired by the Company on March 6, 2023, which transaction has been reflected as an asset purchase, and (b) Ecoark, Inc., a Delaware corporation that is the parent of Zest Labs and Agora. BitNile Metaverse reported a net loss of $87.36 million on zero revenue for the year ended March 31, 2023, compared to a net loss of $10.55 million on $27,182 of revenues for the year ended March 31, 2022. As of March 31, 2023, the Company had $23.77 million in total assets, $37.72 million in total liabilities, and a total stockholders' deficit of $13.94 million. New York, New York-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated July 14, 2023, citing that the Company has suffered recurring losses from operations and had an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. BLACK STONE: Sylvia Mayer Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 7 appointed Sylvia Mayer, Esq., at S. Mayer Law, PLLC as Subchapter V trustee for Black Stone Investment Group, LLC. Ms. Mayer will be paid an hourly fee of $450 for her services as Subchapter V trustee and an hourly fee of $195 for paralegal services. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Sylvia Mayer, Esq. S. Mayer Law, PLLC P.O. Box 6542 Houston, TX 77265 Telephone: (713) 893-0339 Facsimile: (713) 661-3738 Email: smayer@smayerlaw.com About Black Stone Black Stone Investment Group, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-33848) on October 2, 2023, with $1 million to $10 million in assets and liabilities. Ann Banda, president, signed the petition. Judge Marvin Isgur oversees the case. William Haddock, Esq., at Pendergraft & Simon, LLP represents the Debtor as legal counsel. BRITH SHOLOM: Seeks Approval to Hire Baritz Law as Special Counsel ------------------------------------------------------------------ Brith Sholom Winit, LP seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Baritz Law Associates LLC as its special counsel. Baritz Law will assist the Debtor with tenant eviction matters. Baritz will charge the Debtor for its services as follows: (1) initial process through diversion - $300; (2) filing with the court - $300 plus costs; and (3) writs of possession - $250 plus costs. Baritz Law Associates, LLC is a "disinterested person" as defined by Section 101(14), and as contemplated under Section 327(e) of the Bankruptcy Code, according to court filings. The firm can be reached through: Todd L. Baritz, Esq. BARITZ LAW ASSOCIATES LLC 100 S Broad Street Suite 1205 Philadelphia, PA 19110 Telephone: (267) 908-6065 Facsimile: (215) 557-3539 About Brith Sholom Winit, LP Brith Sholom Winit, LP is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Brith Sholom Winit filed voluntary Chapter 11 petition (Bankr. E.D. Pa. Case No. 23-12309) on Aug. 1, 2023, with as much as $50,000 in assets and $10 million to $50 million in liabilities. Ephraim Diamond, chief restructuring officer, signed the petition. Judge Ashely M. Chan oversees the case. Harry J. Giacometti, Esq., at Flaster/Greenberg, P.C. represents the Debtor as legal counsel. BROOKLYN STANDARD: Taps Goldberg Weprin Finkel as Legal Counsel --------------------------------------------------------------- The Brooklyn Standard IX LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as its bankruptcy counsel. The Debtor requires legal counsel to: a. provide the Debtor with all necessary representation in connection with this Chapter 11 case, as well as the Debtor's responsibilities as debtor-in-possession; b. represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; c. review, prepare and file all necessary legal papers, applications, motions, objections, adversary proceedings, and reports on the Debtor's behalf; and d. render all other legal services required by the Debtor in negotiating a mortgage restructuring the secured debt and achieving confirmation of a plan of reorganization. The firm will be paid at these rates: Partners $685 per hour Associates $275 to $500 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $25,000. Kevin Nash, Esq., a partner at Goldberg, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About The Brooklyn Standard IX LLC The Brooklyn Standard IX LLC is engaged in activities related to real estate. The Brooklyn Standard IX LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-42455) on July 12, 2023. The petition was signed by Robert Cadoch as manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and $10 million to $50 million in liabilities. Kevin J. Nash, Esq. at Goldberg Weprin Finkel Goldstein, LLP represents the Debtor as counsel. BUCKEYE PARTNERS: Fitch Puts 'BB' LongTerm IDR on Watch Negative ---------------------------------------------------------------- Fitch Ratings has placed Buckeye Partners, L.P.'s (Buckeye) Long-Term Issuer Default Rating (IDR) of 'BB' on Rating Watch Negative (RWN). Additionally, Fitch has affirmed Buckeye's senior secured rating at 'BBB-'/'RR1', the senior unsecured rating at 'BB'/'RR4', and the junior subordinated rating at 'B+'/'RR6'. The RWN reflects concerns over the company's ability to reduce leverage to a level appropriate for the rating in the near term. Fitch would look to the conclusion of three separate events in the coming months to support EBITDA leverage returning to sub-6.0x by the end of 2024: Buckeye receives a significant cash contribution from its parent Buckeye Energy Holdings (Holdings), investments made in/assets contributed to Buckeye Alternative Energy Solutions Infrastructure (BAES; a sister company of Buckeye), the removal of credit support provided by Buckeye to certain BAES instruments and the witnessing of a number of consecutive months of full operations at FLNG Liquefaction 2, LLC (FLIQ2; BBB/RWN), in support of distributions to Buckeye expected in 1H24. Fitch would expect to resolve the RWN once these are resolved. KEY RATING DRIVERS Reorganization of Buckeye and BAES: Following the non-cash distribution of BAES and its assets to Holdings, Fitch considers it reasonable for significant cash to be returned to Buckeye, assumed to be from liquidity generated at BAES, including from potential from asset monetizations. Over the recent years, Buckeye has made meaningful investments into the alternative energy assets that now exist under BAES and provided credit support for the development of certain assets. Some of these credit supports have been terminated or transferred and Fitch expects the remaining material guarantees to fall away in the near term. Fitch would view the persistence of credit support provided to BAES from Buckeye as negative for Buckeye's credit profile. Buckeye's investment in what are now BAES' alternative energy projects was sizable. Buckeye's legacy midstream assets comprise a substantially built-out system and Fitch now forecasts Buckeye growth capex to drop significantly, compared to levels seen in 2022. To the extent Buckeye utilizes expected FCF towards debt repayment, Buckeye receives some cash contribution for its significant investment in BAES, and credit support between Buckeye and BAES falls away in the near term, Fitch considers this reorganization to be positive for Buckeye's credit profile. FLIQ2 Distributions Assumed in 2024: The loss of FLIQ2 distributions after 2Q22 has been meaningfully negative for Buckeye, given Fitch's estimates of run-rate annual distributions generated from contracted cargos to range between $110 million-$130 million. Operations at FLIQ2 are substantially back in service and Fitch assumes full operations inclusive of regulatory sign-offs before the end of 2023. FLIQ2 pays distributions on a quarterly basis in arrears and, as such, Fitch assumes distributions to begin until 1H24. To the extent these distributions continue to be delayed, Buckeye may not be able to deleverage at the currently expected pace. Divestitures Drive Deleveraging: Buckeye has made sizable divestitures to date in 2023 including the sale of its 50% equity stake in South Texas Gateway (STG) and Fitch expects the proceeds from the approximately $550 million sale to be used to reduce Buckeye's revolving credit facility balance. Fitch forecasts leverage to have peaked in 2Q23 at above 8.0x, on a TTM basis. With divestiture proceeds received YTD, along with Fitch's assumption of a sizable cash infusion to Buckeye related to prior investments made in/assets transferred to BAES, Fitch forecasts leverage to be around 6.5x by YE 2023 and move below 6.0x in 2024. Of note, under Fitch's Corporate Hybrids Treatment and Notching Criteria, Fitch previously ascribed 50% equity credit to Buckeye's junior subordinated notes. However, due to a lack of permanence assumed these notes now receive 0% equity credit. This new assessment has a negative impact on Buckeye's leverage. Terminals Throughput Grows as Pipeline Volumes Remain Flat: In 2022, in the Pipelines and Terminals (P&T) segment, pipeline throughput volumes carried gasoline (around 53% of average daily volumes), jet fuel (about 19%), middle distillates (near 26%; this is diesel fuel and heating oil) and other products (about 1%). Average daily pipeline throughput was flat-to-slightly-down remaining under 1.2 billion barrels per day in 2022. Terminal throughput volumes were up around 9% yoy after adjusting for the increase of throughput related to the Southeast Terminals acquisition that closed in 2022 helping to partially offset the continued softness in storage utilization. Terminal throughput has continued to show strength and is up almost 4% in 2Q23 from YE 2022 average throughput. Continued Weakness in Segregated Storage: Storage utilization continues to remain below historical averages. Commodity prices have remained robust following pandemic lows when demand for refined products dropped off significantly. The forward curve for crude oil and Fitch's Price Deck for WTI continues to reflect normal backwardation market conditions. Demand for storage has remained soft keeping Buckeye's utilization rates to the low-to-mid 60% range. DERIVATION SUMMARY The 'BB' rating reflects Buckeye's diverse asset base, size and scale, and higher relative leverage, in addition to its secured debt structure and private equity ownership. Buckeye has elevated leverage compared to investment-grade peers which operate in the crude oil and refined products pipelines, terminalling and storage subsegments, such as Plains All American LP (PAA; BBB-/Positive). Fitch forecasts Buckeye's leverage to be above 6.0x in 2023 then decline to under 6.0x in 2024 and beyond. Leverage at PAA is forecasted to be below 4.0x in 2023 and below 3.5x in 2024. Similarly rated NuStar Energy, L.P. (NuStar; BB/Stable) is less diverse than Buckeye, which has the advantage of a larger size and scale including greater operational and geographic diversification. In terms of annual EBITDA generation, post-FLIQ2 distribution resumption, Buckeye is close to 50% larger than NuStar. While Buckeye's leverage is expected to be higher than NuStar's over the near term, longer term Fitch expects the leverage difference to narrow significantly. Buckeye's larger size and scale is offset by NuStar's lower leverage, leading to the two issuers having the same IDR. Fitch expects Buckeye's leverage to be higher than retail propane provider AmeriGas Partners, LP (AmeriGas; BB-/Negative) and Sunoco, LP (SUN; BB+/Stable). Fitch forecasts AmeriGas to have leverage of around 5.5x-5.6x in FY23, improving to closer to 5.2x-5.3x through FY24 (assuming more normalized winter weather and resolution of driver shortage), and SUN to have leverage around its 4.0x leverage target throughout the forecast. Both AmeriGas and SUN have seasonal or cyclically exposed cash flow, although retail propane demand tends to be more seasonally affected and weather affected than motor fuel demand. KEY ASSUMPTIONS - Pipeline and terminal throughput volumes grow at low-single digits and storage utilization remains in mid-60% range through 2023; - Base interest rates applicable to variable rate exposed debt instruments reflect Fitch's Global Economic Outlook, e.g., 5.75% for 2023, 4.50% for 2024, and 3.25% in 2025; - Full operations at FLIQ2 inclusive of regulatory sign-off, expected in the near term, supporting Fitch's assumption of distributions from FLIQ2 received in 1H24; - Beginning in 2024 growth capital to average around $150 million annually over the forecast; - Significant cash contributions from Holdings for prior investments made in/assets contributed to BAES received in the near term; - All meaningful credit support from Buckeye to BAES is removed in the near term; - Gross distributions from Buckeye resume in 2023 and range between $250 million to $500 million annually over the forecast period, after 2023. Fitch assumes the level of dividends paid by Buckeye is driven by the achievement of internally set financial policies related to leverage; - Buckeye's revolving credit facility is refinanced six to 12 months ahead of November 2024 expiration; - Funds from recent asset sales utilized for debt repayment. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage to be sustained at or below 5.0x; - Favorable changes in the business mix including but not limited to a meaningful increase in the percentage of EBITDA coming from revenue assurance-type contracts and/or a significant increase in the remaining weighted average life of existing revenue assurance-type contracts. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch would look to resolve the Rating Watch following the observation of multiple consecutive months of full operations at FLIQ2 (supporting at least one full quarter's distribution during 1H24), the fallaway of substantially all credit support from Buckeye to BAES, and the receipt of a significant cash contribution related to Buckeye's investments in/assets contributed to BAES; the failure to achieve two or more of the aforementioned items could potentially lead to a multi-notch downgrade; - EBITDA leverage expected to be near 6.0x for a sustained period of time; - Increases in capital spending and/or funding for acquisitions or an aggressive distribution policy beyond Fitch's expectation that have negative consequences for the credit profile; - Should Fitch expect a significant deviation from the sponsor's currently supportive leverage and distributions policies, as well as the sponsor's intention to maintain Buckeye as a distinctly separate entity; - Impairments to liquidity, including an inability to proactively extend the revolving credit facility maturity date. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of June 30, 2023, Buckeye had around $729 million of available liquidity. There was approximately $430 million outstanding borrowings and about $57 million LOCs on Buckeye's $1.2 billion senior secured revolving credit facility (RCF). Notably, the RCF is set to expire in November 2024 which Fitch expects to be refinanced six to 12 months prior to expiration. Buckeye also had $16 million of cash and cash equivalents on the balance sheet. Fitch expects sale proceeds received from an asset sale that closed after quarter end to have been used to reduced outstanding borrowings on the RCF, thereby improving Buckeye's near-term liquidity. Debt maturities are considered manageable with $300 million of senior unsecured notes due to mature in October 2024 followed by $500 million due in March 2025 and $600 million due in December 2026. ISSUER PROFILE Buckeye is a large liquid petroleum product pipeline and terminals operator with assets located across the East Coast, Midwest, Gulf Coast and Southeast region of the U.S. as well as in the Caribbean. Buckeye is wholly owned by IFM Global Infrastructure Fund. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch previously assigned Buckeye's junior subordinated notes 50% equity credit, however, due to a lack of established permanence, the equity credit treatment is revised to 0%. Cash distributions from equity investment such as FLIQ2 are added to adjusted EBITDA (equity earnings from such investments are excluded). ESG CONSIDERATIONS Partners, L.P. has an ESG Relevance Score of '4' for Group Structure due to related party transactions and credit support to affiliate companies, including but not limited to providing explicit credit support, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. Buckeye Partners, L.P. has an ESG Relevance Score of '4' for Financial Transparency due to private equity ownership resulting in less financial disclosure transparency compared to publicly traded issuers, which has a negative impact on the credit profile, and is relevant to the rating[s] 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 ----------- ------ -------- ----- Buckeye Partners, L.P. LT IDR BB Rating Watch On BB senior unsecured LT BB Affirmed RR4 BB junior subordinated LT B+ Affirmed RR6 B+ senior secured LT BBB- Affirmed RR1 BBB- CABALLERO SAND: Behrooz Vida Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 6 appointed Behrooz Vida, Esq., at the Vida Law Firm, PLLC as Subchapter V trustee for Caballero Sand & Gravel, Inc. Mr. Vida will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Vida declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Behrooz P. Vida, Esq. The Vida Law Firm, PLLC 3000 Central Drive Bedford, TX 76021 817-358-9977-office 817-358-9988-fax Email: behrooz@vidalawfirm.com About Caballero Sand & Gravel Caballero Sand & Gravel, Inc. is a landscape material supply company in Rhome, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 23-43032) on October 4, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Jose Caballero, president, signed the petition. Judge Mark X. Mullin oversees the case. Eric A. Liepins, Esq., represents the Debtor as legal counsel. CANO HEALTH: Chief Accounting Officer Resigns --------------------------------------------- Mark Novell resigned as the chief accounting officer of Cano Health, Inc., effective Oct. 9, 2023, as disclosed in a Form 8-K filed by the Company with the Securities and Exchange Commission. Consistent with the Company's previously-announced plans to restructure its operations to streamline and simplify the organization to improve efficiency and reduce costs, including workforce reductions, Eladio Gil, currently serving as Company's interim chief financial officer, will assume responsibility for the Company's accounting functions. Mr. Gil earned a Bachelor's of Business Administration, Finance, with a minor in accounting, from Florida International University, is qualified as a CPA and is a member of the Florida Institute of Certified Public Accountants. About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. Cano Health announced that on Sept. 5, 2023, it was notified by NYSE Regulation Inc. that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing stock price of a share of the Company's Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period. * * * As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Medicare Advantage-focused primary care service provider Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing, debt restructuring, or missed interest payment." CAREISMATIC: Moody's Lowers CFR & First Lien Term Loan to Caa3 -------------------------------------------------------------- Moody's Investors Service downgraded New Trojan Parent, Inc.'s (dba "Careismatic") ratings including its corporate family rating to Caa3 from Caa1 and probability of default rating to Caa3-PD from Caa1-PD. Moody's also downgraded its bank credit facilities, which includes its backed senior secured revolving credit facility and backed senior secured first lien term loan B to Caa3 from Caa1 and downgraded its backed senior secured second lien term loan to C from Caa3. The outlook remains negative. The downgrade reflects the deterioration in Careismatic's operating performance, cash flow and credit metrics, particularly its very high leverage. While the company had originally anticipated stabilization in fiscal 2023, Careismatic's sales have continued to be negatively impacted by intense competition, changes in customer buying patterns and a softening of demand for medical scrubs from its pandemic driven peak. Coupled with earnings weakness, Moody's-adjusted leverage has increased to 14x for the LTM period ended June 2023 from approximately 10.8x at year-end 2022 because of the closing of a new $30 million accounts receivable financing facility ($15 million drawn) and $40 million of operating leases associated with a new distribution center. Moody's anticipate that material performance improvement is unlikely through the first half of 2024. The company's liquidity position is weak as Moody's forecasts free cash flow deficits will continue in 2024 as a result of legal expenses and the capital expenditures associated with the build-out of its new distribution center which will result in limited availability under its revolving credit facility. The negative outlook reflects Moody's view that Careismatic's leverage is unsustainably high and that its liquidity is weak. RATINGS RATIONALE Careismatic's Caa3 CFR reflects its very high leverage following its leverage buy-out at peak earnings in 2021 and subsequent earnings deterioration. It also reflects its small scale, narrow product focus on a single apparel category (predominantly medical uniforms and scrubs) and high customer concentration, which exposes the company to changes in retailer merchandising and pricing strategies. The company also has had to fund significant legal expenses and is commencing a buildout of a capital-intensive new distribution center. The ratings also reflect governance considerations including financial strategies that will be dictated by its private investment owners, including a tolerance for high leverage. While demand for medical uniforms is coming down from its pandemic related peak, overall demand in the past had been generally stable given the category's low fashion risk and the replenishment nature of the product. However, more recently, the medical uniforms market has seen new entrants that has increased competition and disrupted customer buying patterns adding to the demand pressures Careismatic is facing. The company benefits from a portfolio of well-recognized brands within its market. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would require sustained improvement in operating performance that would support leverage improving to a more sustainable level. An upgrade would also require an improvement in overall liquidity including consistently positive free cash flow generation and an increase in availability under its revolving credit facility. The ratings could be downgraded if there are reduced recovery expectations or if the company defaults on all its debt including filing for bankruptcy. New Trojan Parent, Inc. is the parent company of Careismatic Brands, LLC., which designs and distributes medical and school uniform apparel and related products globally. Careismatic operates various trademarks including Cherokee and Dickies. The company is owned by the private equity firm Partners Group. The principal methodology used in these ratings was Apparel published in June 2021. CARESTREAM HEALTH: Blackstone Fund Marks $153,319 Loan at 27% Off ----------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $153,319 loan extended to Carestream Health, Inc to market at $112,229 or 73% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Term Loan (3M US L + 7.50%) to Carestream Health, Inc. The loan matures on September 30, 2027. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CCI HOLDINGS: Unsecured Creditors to Split $100K over 5 Years ------------------------------------------------------------- CCI Holdings Group, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated October 12, 2023. The Debtor provides residential and commercial concrete construction services including pouring sidewalks, driveways, patios, retaining walls, and footings. The Plan proposes to pay creditors of the Debtor from the Debtor's current and future earnings. This Plan provides for 1 class of priority claims; 7 classes of secured claims; 1 class of general unsecured claims; and 1 class of equity security holders. Unsecured creditors holding allowed claims will receive a pro rata distribution of their allowed claim payable over five years. This Plan also provides for the payment of administrative and priority claims under the terms to the extent permitted by the Code or by agreement between the Debtor and the claimant. Class 9 consists of General Unsecured Claims. Claimants will be paid their pro rata share of $100,000 in twenty quarterly payments, without interest, with payments commencing on the start of the calendar quarter immediately following the Effective Date of Confirmation and continuing for a total of twenty consecutive quarters. In the event that this quarter starts less than 30 days after the entry of the Confirmation Order, payment shall not commence until the following quarter. Promissory notes will be issued to each creditor in this class with allowed claims to evidence payments, which promissory notes shall be enforceable in any Court of Competent Jurisdiction. The amount of the pro rata distribution will be considered final and binding 30 days after the filing of the Certificate of Substantial Consummation by the Debtor. Class 10 consists of Equity Security Holders of the Debtor. Equity will retain ownership in the Debtor post-confirmation. No distributions will be made to equity until such time as all payments in Class 9 have been made. Petar Pitessa will continue to manage the Debtor post confirmation. The Plan will be funded by the continued operations of the Debtor and/or any settlement the Debtor may reach with ARCO Murray Construction. A full-text copy of the Plan of Reorganization dated October 12, 2023 is available at https://urlcurt.com/u?l=iAPeU6 from PacerMonitor.com at no charge. Attorney for Debtor: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, PA 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About CCI Holdings Group CCI Holdings Group, LLC is a licensed and bonded concrete contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02988) on July 14, 2023. In the petition signed by Petar J. Pitesa, authorized member, the Debtor disclosed $786,813 in assets and $1,330,069 in liabilities. Judge Catherine Peek McEwen oversees the case. Buddy D. Ford, Esq., is the Debtor's legal counsel. CENTRAL LOAN: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Central Loan Company, LLC 2607 N. Main Street Las Cruces NM 88001 Business Description: The Debtor is a loan agency in Las Cruces, New Mexico. Chapter 11 Petition Date: October 18, 2023 Court: United States Bankruptcy Court District of New Mexico Case No.: 23-10917 Judge: Hon. Robert H. Jacobvitz Debtor's Counsel: Thomas D. Walker, Esq. WALKER & ASSOCIATES P.C. 500 Marquette NW Suite 650 Albuquerque, NM 87102 Tel: (505) 766-9272 Fax: (505) 766-9287 Email: twalker@walkerlawpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ruben Smith as managing partner. 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/CEDNG2Y/Central_Loan_Company_LLC__nmbke-23-10917__0001.0.pdf?mcid=tGE4TAMA CHEMICAL EXCHANGE: Hires Joseph G. Epstein PLLC as Co-Counsel ------------------------------------------------------------- Chemical Exchange Industries, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Joseph G. Epstein PLLC as co-counsel The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses and management of their properties; b. assisting the Debtors to maximize the value of their assets for the benefit of all creditors and other parties-in-interest; c. pursuing the sale of the assets and businesses of the Debtors pursuant to section 363 of the Bankruptcy Code; d. pursuing confirmation of a plan of reorganization and approval of a disclosure statement; e. commencing and prosecuting all necessary and appropriate actions and proceedings on behalf of the Debtors in this Court; f. preparing on behalf of the Debtor all necessary applications, motions, answers, orders, reports and other legal papers; g. appearing in Court to protect the interests of the Debtors and their estates; and h. performing all other legal services for the Debtors that may be necessary and proper in these Chapter 11 proceedings, in the Debtors' general business operations and general financial affairs. The firm will be paid at these rates: Joseph G. Epstein $650 per hour Paraprofessionals $100 per hour The firm received $97,490.23 in retainer deposits from the Debtors in connection with securing the partial payment of professional services and costs that are anticipated to be incurred in these cases. The firm applied pre-petition fees and costs of $75,179.70 against the retainers, leaving a retainer balance of $22,310.53. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph G. Epstein, Esq., a partner at Joseph G. Epstein PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph G. Epstein, Esq. JOSEPH G. EPSTEIN PLLC 24 E Greenway #970 Houston, TX 77046 Tel: (713) 222-8400 About Chemical Exchange Industries, Inc. Chemical Exchange Industries, Inc. specializes in contract manufacturing and tolling, and the manufacture of: DCPD (dicyclopentadiene), DCPD alcohol, resin intermediates, n-butanol, DCPD/CPD derivatives, mining chemicals, aromatic solvents, and sustainable aviation fuel (SAF). Chemical Exchange Industries and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90778) on Sept. 18, 2023. In the petition signed by its chief executive officer, Douglas H. Smith, Chemical Exchange Industries disclosed $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Joseph Epstein, Esq., at Joseph G. Epstein, PLLC and The Tower Law Firm, PLLC as legal counsels; and Chiron Financial, LLC as investment banker and financial advisor. CHEMICAL EXCHANGE: Hires Towber Law Firm PLLC as Co-Counsel ----------------------------------------------------------- Chemical Exchange Industries, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Towber Law Firm PLLC as co-counsel The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses and management of their properties; b. assisting the Debtors to maximize the value of their assets for the benefit of all creditors and other parties-in-interest; c. pursuing the sale of the assets and businesses of the Debtors pursuant to section 363 of the Bankruptcy Code; d. pursuing confirmation of a plan of reorganization and approval of a disclosure statement; e. commencing and prosecuting all necessary and appropriate actions and proceedings on behalf of the Debtors in this Court; f. preparing on behalf of the Debtor all necessary applications, motions, answers, orders, reports and other legal papers; g. appearing in Court to protect the interests of the Debtors and their estates; and h. performing all other legal services for the Debtors that may be necessary and proper in these Chapter 11 proceedings, in the Debtors' general business operations and general financial affairs. The firm will be paid at these rates: Preston T. Towber $500 per hour Paraprofessionals $65 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received $59,150 as retainer from the Debtors in connection with securing the partial payment of professional services and costs that are anticipated to be incurred in these cases. The firm applied pre-petition fees and costs of $14,200 against the retainers, leaving a retainer balance of $44,950. Preston T. Towber, Esq., a partner at Towber 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 at: Preston T. Towber, Esq. TOWBER LAW FIRM PLLC 1111 Heights Blvd. Houston, TX 77008 Tel: (832) 485-3555 About Chemical Exchange Industries, Inc. Chemical Exchange Industries, Inc. specializes in contract manufacturing and tolling, and the manufacture of: DCPD (dicyclopentadiene), DCPD alcohol, resin intermediates, n-butanol, DCPD/CPD derivatives, mining chemicals, aromatic solvents, and sustainable aviation fuel (SAF). Chemical Exchange Industries and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90778) on Sept. 18, 2023. In the petition signed by its chief executive officer, Douglas H. Smith, Chemical Exchange Industries disclosed $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Joseph Epstein, Esq., at Joseph G. Epstein, PLLC and The Tower Law Firm, PLLC as legal counsels; and Chiron Financial, LLC as investment banker and financial advisor. CHICAGOLAND GUNS: Taps Dearborn LaSalle Advisors as Accountant -------------------------------------------------------------- Chicagoland Guns & Range, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Dearborn LaSalle Advisors, Inc. as its accountant. The firm will render these services: (a) assist in the preparation of the plan of reorganization and all the related financial documents; (b) assist in the preparation of monthly operating reports; (c) perform all other necessary or desirable accounting services related to this case; (d) provide general tax, financial and accounting services; (e) attend meetings as requested by the Debtor; (f) provide general financial consulting and expert witness and testimony if necessary and requested by the Debtor; and (g) perform other services as requested by the Debtor consistent with professional standards to aid in its operations and reorganization. William Gray, CPA, the primary accountant in this representation, will be paid at his normal and customary hourly billing rate of $125 per hour, plus reimbursement of out-of-pocket expenses incurred. The accountant requires a retainer of $2500 for this representation. Mr. Gray 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 Gray, CPA Dearborn LaSalle Advisors, Inc. 303 Main Street, Suite 100 Antioch, IL 60002 Telephone: (847) 710-4729 Facsimile: (844) 341-0007 About Chicagoland Guns Chicagoland Guns & Range, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-81055) on Aug. 24, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Thomas M. Lynch oversees the case. The Debtor tapped Karen J. Porter, Esq., at Porter Law Network as bankruptcy counsel and Dearborn LaSalle Advisors, Inc. as accountant. CLARK N SON: Michael Coury Named Subchapter V Trustee ----------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Michael Coury of Glankler Brown, PLLC as Subchapter V trustee for Clark N Son Transportation Inc. Mr. Coury will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Coury declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael P. Coury Glankler Brown, PLLC 6000 Poplar Ave., Suite 499 Memphis, TN 38119 Phone: (901) 525-1322 Fax: (901) 525-2386 Email; mcoury@glankler.com About Clark N Son Clark N Son Transportation Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-24830) on September 29, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Tyrone Clark Jr., president and operations manager, signed the petition. Judge Jennie D. Latta oversees the case. Bo Luxman, Esq., at Luxman Law Firm represents the Debtor as bankruptcy counsel. COBRA ACQUISITIONCO: Moody's Alters Outlook on B2 CFR to Negative ----------------------------------------------------------------- Moody's Investors Service has affirmed the B2 corporate family rating and the B2 long-term senior unsecured rating of Cobra AcquisitionCo LLC, holding company of Exeter Finance LLC (together referred to as "Exeter"). The outlook was changed to negative from stable. RATINGS RATIONALE The affirmation of Exeter's B2 CFR reflects the company's good earnings profile, supported by its well-managed loan origination model through its technology-enabled platform, as well as the firm's demonstrated access to funding. Notably, Exeter slowed down its loan originations earlier this year when it observed that asset quality was deteriorating faster than expected, thus improving the loss profile of its portfolio in 2023. Net charge-offs to average gross loans improved to 7.7% annualized in Q2 2023 compared to 8.6% in Q2 2022 based on the company's calculations. Exeter's CFR also reflects the company's relatively limited capital cushion, risky loan portfolio focused on non-prime auto customers, and high reliance on secured funding. Exeter's capital, measured as tangible common equity plus allowance for loan losses to tangible assets, was approximately 10% at June 30, 2023, down from approximately 14% at the same time last year. Additionally, Moody's believes that the treatment of Exeter's growing held-for-sale loan portfolio ($6.0 billion at June 30, 2023), which is marked-to-market on a quarterly basis with no reserves for loan losses, may create additional pressure on capital due to unexpected loss crystallization. As of June 30, 2023 Exeter had combined liquidity of $198 million which includes availability under several warehouse facilities, cash, and unencumbered assets. The change in outlook to negative from stable reflects Exeter's weakened capital cushion supporting a non-prime auto lending portfolio as macroeconomic challenges persist into 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Exeter's ratings could be upgraded if the company substantially improves its capitalization, as measured by tangible common equity to tangible managed assets, without increasing asset risk; and diversifies its sources of funding, reducing its reliance on secured debt and improving access to alternative liquidity. Exeter's ratings could be downgraded if the company's financial leverage remains elevated, or funding and liquidity weaken. Unexpected operational issues, regulatory fines, or a significant deterioration in credit quality resulting in high credit losses would also be negative for the ratings. Cobra AcquisitionCo LLC is the holding company of Exeter Finance LLC, a US non-prime auto lender with about $8.3 billion in total assets as of June 30, 2023. Exeter underwrites, purchases, services, and securitizes auto loans through its network of approximately 13,000 auto dealers and strategic partnerships. The company underwrites loans for new and used vehicles, primarily to non-prime borrowers (with a particular focus on consumers with FICO scores of less than 600). The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. COMPLIANCE TESTING: Court OKs Deal on Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona authorized Compliance Testing, LLC to use cash collateral on an interim basis in accordance with its agreement with MidFirst Bank, through November 30, 2023. Prior to the Debtor's bankruptcy filing on September 6, 2023, MidFirst Bank made: (i) a term loan to the Debtor and a co-borrower dated March 31, 2016, in the principal amount of $1.449 million; and (ii) a loan to the Debtor dated February 28, 2019, which was originally a line of credit with a maximum credit limit of $100,000 and was subsequently converted to a term loan. On March 31, 2016, the Debtor and Faith Real Estate, L.L.C., an Arizona limited liability company as co-borrowers, executed and delivered to MidFirst Bank a Business Loan Agreement to evidence certain terms and conditions of the First Loan. On March 31, 2016, the Debtor and Faith Real Estate, L.L.C., as borrowers, executed and delivered to Lender a Note (U.S. Small Business Administration) in the principal amount of $1,449,300, as amended by an Amendment to SBA Note dated June 1, 2020, and a Second Amendment to SBA Note dated September 2, 2021. MidFirst Bank perfected its 1st priority lien upon the Collateral to secure the First Loan Note indebtedness by filing: (i) a Uniform Commercial Code-1 financing statement with the Secretary of State of Arizona on December 3, 2015, as Instrument No. 2015-004-0946-3, as continued on June 8, 2020; and (ii) a Uniform Commercial Codc-1 financing statement with the Secretary of State on April 5, 2016, as Instrument No. 2016-001-2625-4, as continued on October 15, 2020. On February 28, 2019, the Debtor, as borrower, executed and delivered to MidFirst Bank a Promissory Note with a maximum credit limit of $100,000, as amended by a Change In Terms Agreement dated September 7, 2021, in the principal amount of $75,181, as replaced, extended and renewed by a Promissory Note dated March 15, 2022, in the principal amount of $71,219. MidFirst Bank perfected its lien upon the Collateral to secure the Second Loan Note indebtedness by filing the UCC-ls. As of the Petition Date, MidFirst Bank was and remains owed: (i) $1,284,955 upon the First Loan; and (ii) $65,329 upon the Second Loan. Arizona Financial Credit Union asserts a first-priority purchase money security interest on certain equipment of the Debtor. The Interim Order will not be construed to constitute a ruling or finding with respect to the relative lien priorities of MidFirst, AZFCU or any other party concerning the PMSI Equipment. As adequate protection for the use of the cash collateral, MidFirst Bank and the Debtor agreed that: (i) the Debtor will continue to remit its monthly lease payments in the amount of $10,000 each due to Faith Real Estate, L.L.C. pursuant to a certain lease of a commercial property occupied by the Debtor as listed on Line 184 of the Cash Collateral Budget; and (ii) that Faith Real Estate, L.L.C. will remit $5,357 from the Monthly Lease Payment received each month to MidFirst Bank to pay a portion of the monthly $8,929 First Loan payment owed by the Debtor and Faith Real Estate, L.L.C. The Debtor and MidFirst Bank further agree that the budget line item in the amount of $3,571 will continue to be tendered to Faith Real Estate, L.L.C. and will be added to the aforementioned $5,357 for the purpose of tendering the monthly $8,929 First Loan payment. As additional adequate protection for the use of the cash collateral, MidFirst Bank and the Debtor agree that the Debtor will remit monthly payments to MidFirst Bank in the amount of $557 each to pay interest-only payments upon the Second Loan at the contract rate of interest of 10.5% per annum pursuant to Line 234 of the Cash Collateral Budget. A copy of the order is available at https://urlcurt.com/u?l=d0eCqd from PacerMonitor.com. A copy of the stipulation is available at https://urlcurt.com/u?l=83jbJt from PacerMonitor.com. About Compliance Testing, LLC Compliance Testing offers clients with the full testing services they need to achieve certification success. The Company provides worldwide compliance testing for FCC, IC and CE marks. The Company is able to offer services for the U.S., Canada, European Union, Australia/New Zealand, Korea, Japan and many other markets. Compliance Testing, LLC in Mesa, AZ, filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 23-06163) on September 6, 2023, listing $628,890 in assets and $5,560,180 in liabilities. Michael C. Schafer as manager, signed the petition. Judge Scott H. Gan oversees the case. ALLAN D. NEWDELMAN, P.C. serve as the Debtor's legal counsel. COTTONWOOD VENDING: Hires A.Y. Strauss LLC as Counsel ----------------------------------------------------- Cottonwood Vending LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ A.Y. Strauss LLC as counsel. The firm's services include: (a) providing the Debtor with advice and preparing all necessary documents regarding debt restructuring, bankruptcy and asset dispositions; (b) taking all necessary actions to protect and preserve the Debtor's estate during the pendency of the Debtor's Chapter 11 case; (c) preparing legal papers; (d) counseling the Debtor with regard to its rights and obligations under the Bankruptcy Code; (e) appearing in court; and (f) performing all other legal services for the Debtor which may be necessary and proper in these proceedings and in furtherance of the Debtor's operations. The firm's hourly rates are as follows: Partners $500 to $650 per hour Counsel $475 per hour Associates $425 to $450 per hour Paralegals $200 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer fee is $76,738. Eric Horn, Esq., a partner at A.Y. Strauss, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric H. Horn, Esq. Heike M. Vogel, Esq. James P. Mansfield, Esq. A.Y. STRAUSS, LLC 101 Eisenhower Parkway, Suite 412 Roseland, NJ 07068 Tel: (973) 287-5006 Fax: (973) 226-4104 About Cottonwood Vending LLC Cottonwood owns various vending locations in Brooklyn and Queens. Cottonwood Vending LLC in San Juan, PR, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-43027) on August 24, 2023, listing as much as $1 million to $10 million in both assets and liabilities. by Aniello Zampella as sole member and manager, signed the petition. Judge Nancy Hershey Lord oversees the case. A.Y. STRAUSS LLC serve as the Debtor's legal counsel. COVENANT SURGICAL: Blackstone Fund Marks $1.2MM Loan at 22% Off --------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $1,296,460 loan extended to Covenant Surgical Partners, Inc to market at $1,014,480 or 78% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Initial Term Loan (3M US L + 4.00%) to Covenant Surgical Partners, Inc. The loan matures on July 1, 2026. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. Covenant Surgical Partners, Inc. is an owner and operator of freestanding ambulatory surgery centers. COVENANT SURGICAL: Blackstone Fund Marks $269,360 Loan at 22% Off ----------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $269,360 loan extended to Covenant Surgical Partners, Inc to market at $210,774 or 78% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Delayed Draw Term Loan (6M US L + 4.00%) to Covenant Surgical Partners, Inc. The loan matures on July 1, 2026. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. Covenant Surgical Partners, Inc. is an owner and operator of freestanding ambulatory surgery centers. DARJEN INC: Hires Brian K. McMahon P.A. as Counsel -------------------------------------------------- Darjen, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Brian K. McMahon, P.A. as bankruptcy counsel. The firm's services include: (a) advise the Debtor with respect to its powers and duties; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (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. The firm will be paid at the rate of $400 per hour. The retainer is $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. McMahon disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian K. McMahon, Esq. BRIAN K. MCMAHON, PA 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Telephone: (561) 478-2500 Facsimile: (561) 478-3111 Email: brian@bkmbankruptcy.com About Darjen, Inc. Darjen, Inc. owns and operates a compound pharmacy. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. S.D. Fla. Case No. 23-17470-MAM) on September 18, 2023. In the petition signed by Michelle Notartomaso, president, the Debtor disclosed up $50,000 in assets and up to $1 million in liabilities. Brian K. McMahon, Esq., at Brian K. McMahon, PA, represents the Debtor as legal counsel. DEADWORDS BREWING: Robert Altman Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 21 appointed Robert Altman as Subchapter V trustee for Deadwords Brewing Company LLC. Mr. Altman will be paid an hourly fee of $275 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Altman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert Altman P.O. Box 922 Palatka, FL 32178-0922 Phone: 386-325-4691 Email: robertaltman@bellsouth.net About Deadwords Brewing Company Deadwords Brewing Company, LLC is a craft brewpub operating in the Parramore District of Downtown Orlando. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04117) on October 2, 2023. In the petition signed by James D. Satterfield, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Grace E. Robson oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. DFREH 1436: Taps Goldberg Weprin Finkel as Bankruptcy Counsel ------------------------------------------------------------- DFREH 1436 W Nedro Avenue, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as its bankruptcy counsel. The Debtor requires legal counsel to: a. provide the Debtor with all necessary representation in connection with this Chapter 11 case, as well as the Debtor's responsibilities as debtor-in-possession; b. represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; c. review, prepare and file all necessary legal papers, applications, motions, objections, adversary proceedings, and reports on the Debtor's behalf; and d. render all other legal services required by the Debtor in negotiating a mortgage restructuring the secured debt and achieving confirmation of a plan of reorganization. The firm will be paid at these rates: Partners $685 per hour Associates $275 to $500 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $25,000. Kevin Nash, Esq., a partner at Goldberg, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About DFREH 1436 W Nedro Avenue DFREH 1436 W Nedro Avenue, LLC was first organized in 2020 to acquire particular residential property in Philadelphia and has since expanded the scope of its business operations to become a holding company of fractionalized real interests (ranging from 5 percent to 100 percent) in a group of properties many of which are in Brooklyn, N.Y. DFREH filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-41819) on May 23, 2023. In the petition filed by its chief restructuring officer, Earl R. Davis, the Debtor reported $1 million to $10 million in both assets and liabilities. The petition states that funds will be available to unsecured creditors. Judge Jil Mazer-Marino oversees the case. The Debtor is represented by Goldberg Weprin Finkel Goldstein, LLP. DIAMOND ELITE: Taps Goldberg Weprin Finkel Goldstein as Counsel --------------------------------------------------------------- Diamond Elite Park LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as its bankruptcy counsel. The Debtor requires legal counsel to: a. provide the Debtor with all necessary representation in connection with this Chapter 11 case, as well as the Debtor's responsibilities as debtor-in-possession; b. represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; c. review, prepare and file all necessary legal papers, applications, motions, objections, adversary proceedings, and reports on the Debtor's behalf; and d. render all other legal services required by the Debtor in negotiating a mortgage restructuring the secured debt and achieving confirmation of a plan of reorganization. The firm will be paid at these rates: Partners $685 per hour Associates $275 to $500 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $25,000. Kevin Nash, Esq., a partner at Goldberg, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About Diamond Elite Park LLC Diamond Elite is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Diamond Elite Park LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22520) on July 9, 2023. The petition was signed by David Goldwasser as vice president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Kevin J. Nash, Esq. at Goldberg Weprin Finkel Goldstein, LLP represents the Debtor as counsel. DIGITAL AEROLUS: Hires Mayo Auction & Realty as Auctioneer ---------------------------------------------------------- Digital Aerolus, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Mayo Auction & Realty as auctioneer. The firm will assist in identifying, cataloguing, storing, marketing and selling of the majority of Debtor's non-intellectual property assets. The firm will be paid a commission of 20 percent of the gross sales proceeds, along with a 10 percent buyer's premium, which the firm will retain. Robert Mayo, partner at Mayo Auction &Realty, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert Mayo MAYO AUCTION & REALTY 16513 Cornerstone Dr. Belton, MO 64012 Telephone: (816) 361-2600 About Digital Aerolus, Inc. Digital Aerolus, Inc., a company in Overland Park, Kan., filed itsvoluntary petition for relief under Chapter 11 of the BankruptcyCode (Bankr. D. Kan. Case No. 23-20226) on March 10, 2023, with$407,497 in assets and $3,790,513 in liabilities. Sanford Peterson,secretary, signed the petition. Judge Robert D. Berger oversees the case. Jill D. Olsen, Esq., at The Olsen Law Firm, LLC represents theDebtor as counsel. DIMENSIONS IN SENIOR: Gets Approval to Hire Orr & Horgan as Counsel ------------------------------------------------------------------- Dimensions in Senior Living, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Orr & Horgan, PLLC as special counsel. The Debtors require a special counsel to provide legal services and representation with respect to Wilcox Properties of Columbia, LLC's insurance claim pursuant to its policy with Great American Risk Solutions and any litigation, negotiations or other adverse matters related thereto. The firm will charge the sum of $300 per hour for work related to the insurance dispute, plus 10 percent of any gross recovery received by Wilcox Properties of Columbia in excess of the sum of $167,389.29, the contingent fee. Connor Orr, Esq., a partner with Orr & Horgan, 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: Connor Orr, Esq. Orr & Horgan, PLLC 11409 Davenport Street Omaha, NE 68154 Telephone: (402) 408-6488 Email: contact@orrhorgan.com About Dimensions in Senior Living Dimensions in Senior Living, LLC -- https://www.dimsrivg.com/ -- through a series of entities, owns and manages a series of senior living and assisted living facilities in Nebraska, Iowa, Missouri, and Kansas. Dimensions in Senior Living and six affiliates each filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case No. 22-80860) on Nov. 21, 2022. In the petition filed by its chief restructuring officer, Amy Wilcox-Burns, Dimensions in Senior Living reported assets and liabilities between $1 million and $10 million. Judge Brian S. Kruse oversees the cases. The Debtors tapped Patrick Raymond Turner, Esq., at Turner Legal Group, LLC as bankruptcy counsel and Connor Orr, Esq., at Orr & Horgan, PLLC as special counsel. Abigail T. Mohs, Esq., at Baird Holm, LLP is the patient care ombudsman appointed in the Debtor's case. DIOCESE OF NORWICH: Files Amendment to Disclosure Statement ----------------------------------------------------------- The Norwich Roman Catholic Diocesan Corp. and the Official Committee of Unsecured Creditors submitted a Second Amended Joint Disclosure Statement in support of the Second Amended Joint Chapter 11 Plan of Reorganization dated October 12, 2023. The Plan provides the means for settling and paying all Claims asserted against the Debtor while providing for the Diocese's emergence from bankruptcy. The Plan requires the Diocese, Catholic Mutual and the Participating Parties, including the Parishes, Mount St. John, Oceania, Xavier, Mercy and St. Bernard, to make fair and reasonable settlement payments, and/or substantial and meaningful contributions to fund Distributions to Abuse Claimants. The Plan also appropriately treats other Claimants of the Diocese. The Debtor and the Committee estimate that the funding provided for in the Plan for the benefit of Abuse Claimants shall ultimately exceed $32 million. The funds and assets received by the Trust and the Unknown Abuse Claims Trust will be used for Distributions to Abuse Claimants, and in the case of the Trust will also be used for payment of expenses of the Trust, under the terms of the Trust Documents and Unknown Abuse Claims Trust Documents. Because of the uncertainty of the total amounts available to the Trust and the allocation to be determined by the Abuse Claims Reviewer, among other considerations, the Diocese and the Committee cannot estimate the ultimate recoveries to be realized by the Abuse Claimants. Overview of the Treatment of Abuse Claims in Class 4 (Excluding Unknown Abuse Claims) Excluding duplicative claims, 150 individuals have filed Abuse Claims against the Debtor classified in Class 4, including Late Filed Abuse Claims and Barred Child Sexual Abuse Claims. Such Abuse Claims resulted or arose, in whole or in part, directly or indirectly, from Abuse, and seek monetary damages or any other relief, under any theory of liability, including vicarious liability, any negligence-based theory, contribution, indemnity, or any other theory based on any acts or failures to act by the Debtor. Abuse Claims also include Claims against a Participating Party for which the Debtor's conduct is a legal cause or a legally relevant factor. On the Effective Date, under the terms of the Plan and the Trust Documents, the Trust shall be created for the benefit of all Class 4 Claims. The Trust will be funded by the Debtor and the Reorganized Debtor with the following: * $1.22 million of cash; * $500,000 on account of reserved amounts held for Epiq or amounts disgorged by Epiq; * $2.5 million realized from that certain settlement agreement by and between Xavier, the Debtor and the Committee that was negotiated through the mediation and is sought to be approved under the Plan in accordance with section 1123(b)(3) of the Bankruptcy Code (the "Xavier Settlement Agreement") and results in, among other things, the property on which Xavier currently operates, portions of which it does not currently own (the "Xavier Property") being transferred to Xavier pursuant to section 1123(a)(5)(D) of the Bankruptcy Code as of the Effective Date of the Plan (the "Xavier Property Transfer"); * $6.55 million realized from the sale of real estate used by St. Bernard; that certain settlement agreement by and between St. Bernard, the Debtor and the Committee that was negotiated through the mediation and is sought to be approved under the Plan in accordance with section 1123(b)(3) of the Bankruptcy Code (the "St. Bernard Settlement Agreement") and results in, among other things, the property on which St. Bernard operates (the "St Bernard Property") having been transferred pursuant to an Order of the Bankruptcy Court; * $800,000 evidenced by a promissory note granted by the Diocese to the Trust due and payable in one year from the Effective Date of the Plan; * The Transferred Real Estate owned by the Diocese described in Plan Section 7.1(a)4, or their Net Proceeds; * The loan debt owed in the approximate amount of $1.5 million and mortgage granted by Mount St. John to secure this amount; * The Transferred Insurance Interests related to the Non Settling Insurers including the Insurance Claims against and Insurance Recoveries due from such Non-Settling Insurers.; and * $50,000 realized from that certain settlement agreement by and between Mercy, the Debtor and the Committee that was negotiated through the mediation and is sought to be approved under the Plan in accordance with section 1123(b)(3) of the Bankruptcy Code (the "Mercy Settlement Agreement"). The Net Proceeds to be realized from the real estate owned by Mount St. John is much more difficult to project. The property known as 135 Kirtland St. (the "Mount St. John Property") situated in Deep River, Connecticut, consists of approximately 74 (per the survey, the main parcel is 65.45 acres, and the two ancillary parcels are 5.96 and 2.73 acres, respectively) acres of land abutting the Connecticut River, the over 90,000 square foot former school building and multiple additional accessory buildings. Mount St. John originally listed the real estate through Cushman & Wakefield in August, 2019. After various unsuccessful attempts to reach an agreement with other potential buyers, Mount St. John negotiated and ultimately reached an agreement with a buyer to purchase the Mount St. John Property for an amount which is subject to a confidentiality provision preventing its public disclosure. The Committee knows the amount of this previously agreed to purchase price. The parties entered into their purchase and sale contract on June 10, 2022. The purchase and sale contract contained inspection, financing and permitting contingencies which Mount St. John believed as appropriate under the circumstances. After numerous extensions of various deadlines, the buyer timely exercised its right to terminate the purchase and sale contract on August 25, 2023. Pursuant to the Plan and the settlement agreement reached with Mount St. John, Mount St. John will transfer the Mount St. John Property to the Trust on or immediately after the Effective Date of the Plan. The Trustee will then list the property for sale through an appropriate real estate broker. Unknown Abuse Claims in Class 5 are impaired under the Plan. The Unknown Abuse Claims Trust will be funded by the Debtor and the Reorganized Debtor based, in part, upon the findings and recommendations of the Unknown Abuse Claims Representative and as determined by the Bankruptcy Court. The Unknown Abuse Claims Representative has concluded that $500,000 should be contributed by the Debtor and/or Reorganized Debtor for the benefit of the reasonably projected number of Unknown Abuse Claims. As soon as possible after the Effective Date, and under the terms of the Plan and the Unknown Abuse Claims Trust Documents, the Unknown Abuse Claims Trust shall pay all Class 5 Claimants. Like in the prior iteration of the Plan, General Unsecured Claims in Class 6 are unimpaired under the Plan and shall receive 100% recovery. On the Effective Date, the Trust shall be established under the Trust Documents and the Unknown Abuse Claims Trust shall be established under the Unknown Abuse Claims Trust Documents. The Trust Documents and Unknown Abuse Claims Trust Documents, including the Trust Agreement and Unknown Abuse Claims Trust Agreement. The Debtor, the Participating Parties and Settled Insurers shall make the following cash contributions to the Trustee for the benefit of the Trust, by delivering the following amounts to the Effective Date Escrow Agent (collectively, the "Cash Contributions"). A full-text copy of the Second Amended Joint Disclosure Statement dated October 12, 2023 is available at https://urlcurt.com/u?l=4EKMQE from PacerMonitor.com at no charge. Attorneys for the Official Committee of Unsecured Creditors: Stephen M. Kindseth, Esq. Eric A. Henzy, Esq. Daniel A. Byrd, Esq. Zeisler & Zeisler, PC 10 Middle Street, 15th Floor Bridgeport, CT 06604 Telephone: (203) 368-4234 Email: skindseth@zeislaw.com Attorneys for the Debtor: Patrick M. Birney, Esq. Andrew A. DePeau, Esq. Annecca H. Smith, Esq. Robinson & Cole LLP 280 Trumbull Street Hartford, CT 06103 Tel: (860) 275-8275 Fax: (860) 275-8299 Email: pbirney@rc.com adepeau@rc.com asmith@rc.com - and - Louis DeLucia, Esq. Alyson M. Fiedler, Esq. Ice Miller LLP 1500 Broadway, Suite 2900 New York, NY 10036 Tel: (215) 377-5007 Fax: (215) 377-5008 Email: louis.delucia@icemiller.com alyson.fiedler@icemiller.com About The Norwich Roman Catholic Diocesan Corporation The Norwich Roman Catholic Diocesan Corporation is a nonprofit corporation that gives endowments to parishes, schools, and other organizations in the Diocese of Norwich, a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021, with $10 million to $50 million in assets against liabilities of more than $50 million. Judge James J. Tancredi oversees the case. The Debtor tapped Ice Miller, LLP, Robinson & Cole, LLP and Gellert Scali Busenkell & Brown, LLC as bankruptcy counsel, Connecticut counsel and special counsel, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. On July 29, 2021, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Chapter 11 case. The committee tapped Zeisler & Zeisler, PC as its legal counsel. The Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement on Jan. 17, 2023. EAGLE TRUCKLINES: Brad Odell Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 6 appointed Brad Odell, Esq., at Mullin Hoard & Brown, LLP, as Subchapter V trustee for Eagle Trucklines, Inc. and affiliates. Mr. Odell will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Odell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brad W. Odell Mullin Hoard & Brown, LLP P.O. Box 2585 Lubbock, TX 79408 Direct: 806-712-1238 Office: 806-765-7491 Mobile: 469-449-3690 Email: bodell@mhba.com About Eagle Trucklines Eagle Trucklines, Inc., a company in Southlake, Texas, and its affiliates operate in the general freight trucking industry. The Debtors filed Chapter 11 petitions (Bankr. N.D. Texas Lead Case No. 23-43044) on October 4, 2023, with $1 million to $10 million in both assets and liabilities. Gurinder Chouhan, president, signed the petition. Judge Edward L. Morris oversees the case. Robert T. DeMarco, Esq., at DeMarco Mitchell, PLLC represents the Debtor as legal counsel. EGAE LLC: Seeks Approval to Hire Smith & Smith as Attorney ---------------------------------------------------------- EGAE, LLC seeks approval from the U.S. Bankruptcy Court for the District of Alaska to hire Gerald K. Smith and John C. Smith Law Offices, PLLC, (Smith & Smith) as its attorneys. The firm will render these services: a. advice with respect to the powers and duties of the Debtor; b. represent the Debtor in connection with all appearances; c. prepare on behalf of the Debtor of necessary applications, motions, answers, objections, orders, reports, and other documents; d. prepare a plan and disclosure statement and handling all matters and court hearings related thereto; e. represent the Debtor in discussions with the United States Trustee’s office; f. represent the Debtor in connection with negotiations involving creditors, parties-in-interest, and possible purchasers; and g. provide all other legal services for the Debtor which may be necessary. Smith & Smith received a general retainer in the amount of $50,000. John C. Smith, Esq., managing member of Smith & Smith, will bill at an hourly rate of $450, and the firm's paralegals and law clerk at an hourly rate of $200. Mr. Smith assured the court that his firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: John C. Smith, Esq. Will Sherman, Esq. GERALD K. SMITH AND JOHN C. SMITH LAW OFFICES, PLLC 6720 E. Camino Principal, Suite 203 Tucson, AZ 85715 Tel: (520) 722-1605 Fax: (520) 844-8070 Email: john@smithandsmithpllc.com Email: will@smithandsmithpllc.com About EGAE, LLC EGAE, LLC owns and operates an apartment building in Anchorage, Alaska. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ala. Case No. 23-00169) on October 5, 2023. In the petition signed by Marc Marlow, manager, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Gary Spraker oversees the case. John C. Smith, Esq., at Gerald K. Smith and John C. Smith Law Offices, PLLC, represents the Debtor as legal counsel. ENVISION HEALTHCARE: Blackstone Fund Marks $1.4MM Loan at 77% Off ----------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $1,434,202 loan extended to Envision Healthcare Corporation to market at $324,044 or 23% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Term Loan (3M US SOFR + 4.25%) to Envision Healthcare Corporation. The loan matures on March 31, 2027. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. Envision Healthcare Corporation provides health care services. The Hospital offers surgery, pharmacy, medical imaging, emergency care, and other related health care services. Envision Healthcare serves patients in the United States. EVENTIDE CREDIT: Seeks to Hire Forshey & Prostok as Attorneys ------------------------------------------------------------- Eventide Credit Acquisitions, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Forshey & Prostok, LLP as its attorneys. The firm's services include: (a) advising the Debtor of its rights, powers and duties as debtor and debtor-in-possession continuing to operate and manage its business and assets; (b) advising the Debtor concerning, and assisting in the negotiation and documentation of, agreements, debt restructurings, and related transactions; (c) reviewing the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such liens; (d) advising the Debtor concerning the actions that they might take to collect and to recover property for the benefit of the Debtor's estate; (e) preparing on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, proposed orders, notices, and other documents, and reviewing all financial and other reports to be filed in this chapter 11 case; (f) advising the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this chapter 11 case; (g) counseling the Debtor in connection with the formulation, negotiation and promulgation of one or more plans of reorganization and related documents; (h) performing all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of this chapter 11 case or in the conduct of this bankruptcy case and the Debtor's business, including advising and assisting the Debtor with respect to debt restructurings, asset dispositions, and general business, tax, finance, real estate and litigation matters; and (i) all such other legal services as may be necessary or appropriate in connection with this bankruptcy case. The hourly rates charged by the firm for its services are as follows: Jeff P. Prostok $795 Suzanne K. Rosen $675 Other Firm Attorneys $395 to $795 Paralegals / Legal Assistants $175 to $255 In addition, the firm will seek reimbursement for its out-of-pocket expenses. The Debtor paid the firm a retainer of $337,500. Jeff Prostok, Esq., a partner at Forshey & Prostok, 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: Jeff P. Prostok, Esq. Suzanne K. Rosen, Esq. FORSHEY & PROSTOK LLP 777 Main St., Suite 1550 Ft. Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 Email: jprostok@forsheyprostok.com srosen@forsheyprosto.com About Eventide Credit Eventide Credit Acquisitions, LLC, a Dallas-based company, filed voluntary Chapter 11 petition (Bankr. N.D. Texas Lead Case No. 23-90007) on Sept. 6, 2023, with $50 million to $100 million in both assets and liabilities. Matt Martorello, manager, signed the petition. Judge Mark X. Mullin oversees the case. The Debtor tapped Forshey Prostok as bankruptcy counsel. EVENTIDE CREDIT: Seeks to Hire Phelanlaw as Special Counsel ----------------------------------------------------------- Eventide Credit Acquisitions, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Phelanlaw as its special counsel. The firm will assist the Debtor in the litigation and potential resolution of the matters in dispute as between the Debtor and Big Picture Loans, on the one hand, and the Debtor and the consumer borrower claimants, on the other. Robin Phelan, Esq., founding partner of Phelanlaw, will be responsible for this case. His rate is $825 per hour. Robin Phelan, Esq., disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Robin E. Phelan, Esq. PHELANLAW 4214 Woodfin Drive Dallas, TX 75220 Phone: (214) 704-0222 Email: robin@phelanlaw.org About Eventide Credit Eventide Credit Acquisitions, LLC, a Dallas-based company, filed voluntary Chapter 11 petition (Bankr. N.D. Texas Lead Case No. 23-90007) on Sept. 6, 2023, with $50 million to $100 million in both assets and liabilities. Matt Martorello, manager, signed the petition. Judge Mark X. Mullin oversees the case. The Debtor tapped Forshey Prostok as bankruptcy counsel. FEDNAT HOLDING: Panel Taps Giuliano Miller as Forensic Accountants ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of FedNat Holding Company and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Giuliano, Miller & Company, LLC as forensic accountants. The committee needs forensic accountants to perform forensic accounting services in connection with the re-allocation performed by the Debtors, in furtherance of the estates' allocation methodology as set forth in the monthly operating reports, and in support of potential litigation with the Department of Financial Services related to the reallocation of tax liability. The standard hourly rates for the firm's professionals and paraprofessionals range from $285 to $775. In addition, the firm will seek reimbursement for expenses incurred. Alfred Giuliano, CPA, a founding member of Giuliano Miller & Company, 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: Alfred Giuliano, CPA Giuliano, Miller & Company, LLC 2301 E. Evesham Road 800 Pavilion, Suite 218 Voorhees, NJ 08043 Telephone: (856) 767-3000 Facsimile: (856) 767-3500 Email: atgiuliano@giulianomiller.com About Fednat Holding Company FedNat Holding Co. -- https://www.fednat.com/ -- is a regional insurance holding company in Sunrise, Fla., which controls substantially all aspects of the insurance underwriting, distribution and claims processes through subsidiaries and contractual relationships with independent and general agents. It is not an insurance carrier and does not issue insurance policies. Rather, FedNat provides agency, underwriting and policy holder services to its insurance carrier clients. Its business is comprised of two primary components: underwriting and claims processing. FedNat and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-19451) on Dec. 11, 2022. In the petition filed by its manager, Mark Allen, FedNat reported assets between $10 million and $50 million and liabilities between $100 million and $500 million. Judge Peter D. Russin oversees the cases. The Debtors tapped Shane G. Ramsey, Esq., at Nelson Mullins Riley & Scarborough, LLP as legal counsel and Aprio, LLP as tax preparer. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Bast Amron, LLP as local counsel; AlixPartners, LLP as financial advisor; and Giuliano, Miller & Company, LLC as forensic accountants. FINANCE OF AMERICA: Fitch Lowers LongTerm IDR to CCC+, Outlook Neg. ------------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of Finance of America Companies Inc. and its subsidiaries, Finance of America Equity Capital LLC and Finance of America Funding LLC (together FOA) to 'CCC+' from 'B-'. Fitch has also downgraded Finance of America Funding LLC's senior unsecured debt rating to 'CCC-'/'RR6' from 'CCC+'/'RR5'. The Rating Outlook remains Negative. The rating actions have been taken as part of a periodic peer review of non-bank mortgage companies, which is comprised of six publicly rated firms. KEY RATING DRIVERS The rating downgrade reflects the operating losses and resulting erosion of tangible equity FOA has experienced over the last year, which has resulted in continuing covenant breaches, which may limit the company's ability to extend debt maturities and secure future funding. High interest rates and borrower affordability challenges have reduced origination volumes, which, along with widening credit spreads, have resulted in significant negative fair value adjustments to FOA's assets. Tangible equity has decreased to negative $5 million at 2Q23, down from $288 million in 2Q22 and $480 million at YE21. The Negative Outlook reflects Fitch's expectation that FOA's profitability will remain weak, challenging its ability to rebuild tangible capital levels over the Outlook horizon. Additionally, Fitch's believes execution risk remains with regard to the integration of American Advisors Group (AAG) and the restructuring of FOA's continuing business segments, which could impact its long-term franchise and market position. FOA's ratings remain supported by its market position within the reverse mortgage lending sector, its experienced senior management team and a history of strong support from shareholders Brian Libman and affiliated investment vehicles of Blackstone Inc. (Blackstone; A+/Stable). The ratings remain constrained by low capital levels, weak profitability, a senior unsecured debt maturity in 2025 and low levels of liquidity, as well as reliance on secured, short-term wholesale funding facilities, and elevated key person risk related to its founder and Chairman, Brian Libman. FOA reported a pre-tax loss of $166 million from continuing operations in the first half of 2023, which followed negative earnings in 2022 and 2021. Revenues have been challenged by low customer demand, compressed margins, higher interest rates and widening credit spreads. Fitch believes that profitability will remain weak over the medium term as the company experiences elevated cash burn while integrating AAG, and industry origination volumes remain low. Cost reduction efforts are ongoing and have yielded a $30 million or 13.5% year-over-year reduction in expenses in the first half of 2023, attributable to a decline in headcount and general and administrative expenses. Management has stated that at 2Q23 the company is approximately 80% through its goal of $80 million-$100 million in annual expenses savings, and expects the remainder to be achieved by the end of 2023. Leverage is not measurable give FOA's negative tangible equity at 2Q23. The capital injections of $30 million in 1Q23 demonstrates strong shareholder support for FOA, but were insufficient to offset the profitability issues which eroded the company's capital base. Since the closure of its forward mortgage business, FOA has significantly reduced its outstanding warehouse borrowings to $1.5 billion at 2Q23 from $2.9 billion a year ago. Similar to other mortgage peers, FOA is reliant on the wholesale debt markets to fund operations. The company's funding profile is comprised of warehouse facilities, secured lines of credit, securitizations, non-recourse debt and senior unsecured notes. Most of FOA's funding facilities mature within one year, which exposes it to increased liquidity and refinancing risk. Fitch would view an extension of the firm's funding duration or an increase in committed facilities favorably. In conjunction with the closing of the forward mortgage business and to align with lower industry volumes, borrowing capacity has been significantly reduced over the last year, with total capacity available across warehouse facilities and lines of credit declining to $1.8 billion at 2Q23from $5.5 billion a year ago. Ginnie Mae's recently announced rule changes related to the timing of participation securitizations should allow FOA to more quickly securitize its tail balances, reducing its reliance on warehouse funding, and freeing up liquidity. Senior unsecured debt as a proportion of total debt was 28% at 2Q23, which is an improvement from the prior year but largely driven by a decrease in warehouse borrowings outstanding. FOA's $350 million senior unsecured debt matures in November 2025. FOA's primary shareholders held a meaningful proportion of the debt at offering. At 2Q23, FOA had $56 million of unrestricted cash and $68 million of available borrowing capacity on its non-funding secured lines of credit. This represents 8% of total debt and provides 1.3x coverage of non-warehouse borrowings due within one year. These metrics are low relative to peers and represent a constraint to FOAs ratings, particularly considering the senior unsecured debt maturity in 2025. Fitch would view an increase in contingent liquidity resources favorably. Over the last year FOA received covenant waivers from its lenders related to profitability, debt service coverage and tangible net worth requirements in order to avoid technical default. Covenant breaches are viewed negatively by Fitch as continued breaches could materially weaken FOA's financial flexibility and ability to fund originations. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to build positive tangible equity and reduce leverage to below 15x over the Outlook horizon; - Sustained operating losses; - Inability to refinance secured funding facilities or avoid covenant breaches; - Inability to maintain sufficient liquidity to effectively manage servicer advances or to meet margin call requirements; - Regulatory scrutiny resulting in FOA incurring substantial fines that negatively affect its franchise or operating performance; - The departure of Brian Libman, who has led the growth and direction of the company. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch believes the Negative Outlook could be revised to Stable if FOA successfully executes on its plan to improve profitability and earnings consistency and reduce leverage below 15x. Longer-term, upward rating momentum could be driven by: - Sustained reduction in leverage to below 10x; - An enhanced liquidity profile and improved funding flexibility, including an extension of funding duration, an increase in committed faciltiies, and increased aggregate liquidity resources; - An increase in unsecured debt approaching 15% and a commensurate increase in unencumbered assets; - A continuation of strong asset quality performance; - Continued growth of the business that enhances FOA's franchise, including the successful integration of AAG and realization of cost and revenue synergires; - Demonstrated effectiveness of corporate governance policies, including enhanced management team depth and/or clearly articulated succession planning for key management positions. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The senior unsecured debt rating is two notches below the Long-Term IDR, given the low capital levels, the funding mix, subordination to secured debt in the capital structure and a limited pool of unencumbered assets, reflecting poor recovery prospects in a stress scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The unsecured debt rating is primarily sensitive to changes in the Long-Term IDR and secondarily to the funding mix and available collateral. A material increase in unencumbered assets and recovery prospects could narrow the notching between the Long-Term IDR and the unsecured notes, while a material increase in secured debt could result in wider notching. ADJUSTMENTS The Standalone Credit Profile has been assigned below the implied Standalone Credit Profile due to the following adjustment reason: Weakest Link - Capitalization & Leverage (negative). The Business Profile score has been assigned below the implied score due to the following adjustment reason: Business model (negative). The Asset Quality score has been assigned below the implied score due to the following adjustment reason: Risk profile and business model (negative). The Funding, Liquidity & Coverage score has been assigned below the implied score due to the following adjustment reason: Liquidity coverage (negative). ESG CONSIDERATIONS FOA has an ESG Relevance Score of '4' for Governance Structure due to elevated key-person risk related to its founder and Chairman, Brian Libman, who has led the growth and strategic direction of the company. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. FOA has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy and Data Security, due to its exposure to compliance risks that include fair lending practices, debt collection practices and consumer data protection. This 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 ----------- ------ -------- ----- Finance of America Companies Inc. LT IDR CCC+ Downgrade B- Finance of America Equity Capital LLC LT IDR CCC+ Downgrade B- Finance of America Funding LLC LT IDR CCC+ Downgrade B- senior unsecured LT CCC- Downgrade RR6 CCC+ FOLEY BUILDING: Gets OK to Hire YCG Accounting ---------------------------------------------- Foley Building Maintenance LLC received approval from the U.S. Bankruptcy Court for the Southern District of Illinois to hire YCG Accounting. YCG Accounting will review the tax accounting for the Debtor and provide a prospective Profit/Loss for the next 6 months for an hourly fee of $125 and continuing bookkeeping work and monthly operating reports for an hourly fee of $125. Diane Todd, a manager at YCG, disclosed in court filings 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: Diane Todd YCG Accounting - Certified Public Accounting 2110 Troy Road, Suite B Edwardsville, IL 62025 Phone: (618) 307-9667 Email: frontdesk@ycgaccounting.com About Foley Building Maintenance LLC Foley Building Maintenance LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (S.D. Ill. Case No. 23-30596) on August 29, 2023, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Jerry D Graham, Jr, Esq. at Jd Graham PC serves as the Debtor's counsel. FRANK STOLLER: Seeks to Hire Swanson Sweet as Bankruptcy Counsel ---------------------------------------------------------------- Frank Stoller Construction Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Swanson Sweet LLP as its general bankruptcy counsel. The firm's services include: (a) preparing bankruptcy schedules and statements; (b) assisting in preparing the plan of reorganization and attendant negotiations and hearings; (c) preparing and reviewing pleadings, motions and correspondence; (d) appearing at and being involved in various proceedings before this Court; (e) handling case administration tasks and dealing with procedural issues; (f) assisting the Debtor with the commencement of DIP operations, the IDI conference, the 341 Meeting, and monthly reporting requirements; and (g) analyzing claims and prosecuting claim objections. The hourly rates of the firm's counsel and staff are as follows: Virginia E. George, Partner $625 per hour Paul G. Swanson, Partner $675 per hour Michael C. Jurkash, Associate $275 per hour Davis W. Sullivan, Associate $275 per hour Sydney Haase, Legal Assistant $175 per hour Mikaela Schneider, Legal Assistant $175 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $20,000. Virginia George, Esq., a partner at Swanson Sweet, 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 Frank Stoller Construction Frank Stoller Construction is an excavating contractor in Algoma, Wisconsin. Frank Stoller Construction, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 23-24505) on Oct. 3, 2023. The petition was signed by Russell L. Stoller as president. The Debtor estimated $1 million to $10 million in both assets and liabilities. Virginia E. George, Esq. at SWANSON SWEET LLP represents the Debtor as counsel. FREEDOM MISSIONARY: Seeks to Hire StartChurch as Bookkeeper ----------------------------------------------------------- Freedom Missionary Baptist Church seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ StartChurch Bookkeeping Service as bookkeeper. The firm will provide these services: a. advise the debtor with respect to its financial situation as debtor in possession in the continued management and operation of his business; b. take all necessary action to protect and preserve the debtor's estate, including prosecution of actions on his behalf, the defense of any actions commenced against him, negotiate concerning all litigation in which the debtor is involved, and objections to claims filed against the estate; c. prepare on behalf of the debtor all financial documents required by the Court and maintain full financial records; d. prepare on the debtor's behalf all Monthly Operating Reports and maintain complete financial records on behalf of the Debtor; and e. advise the debtor in connection with the financial assets of the case. The firm will be paid at the rate of $439 per month. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Guy Wilcox, a partner at StartChurch Bookkeeping Service, 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: Guy R. Vilcox StartChurch Bookkeeping Service 3100 Breckinridge Blvd., Suite 450, Duluth, GA 30096 Telephone: (770) 638-3444 About Freedom Missionary Baptist Church Freedom Missionary Baptist Church sought protection under Chapter11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-21760) on April 10, 2023, with $500,001 to $1 million in assets and $100,001to $500,000 in liabilities. Judge Denise E. Barnett oversees the case. John E. Dunlap, Esq., is the Debtor's bankruptcy counsel. FREEDOM MORTGAGE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of Freedom Mortgage Corporation (Freedom) at 'BB-'. The Rating Outlook was revised to Stable from Negative. Fitch has also affirmed Freedom's senior unsecured debt rating at 'B+'. Today's rating actions have been taken as part of a periodic peer review of non-bank mortgage companies, which is comprised of six publicly rated firms. KEY RATING DRIVERS The revised Outlook reflects Freedom's progress in executing its strategic, operational and financial plan, which included a reduction in corporate debt to tangible equity below 1.5x, and improved operating performance, supported by an expansion in recurring cash flows generated by a growing owned-servicing portfolio, and enhanced operating leverage from cost reduction efforts, improving core profitability, which Fitch expects will support further growth in tangible equity in the medium-term. Freedom's ratings are supported by its historical track record through various cycles, which enhanced its franchise within the U.S. residential mortgage space, its dominant position within the government lending channel, experienced senior management team and a sufficiently robust and integrated technology platform. Fitch views Fitch's multichannel approach favorably and believes its servicing retained business model with high recapture rates may serve as a natural hedge, although not a full offset, to the cyclicality of the mortgage origination business. Ratings are constrained by Freedom's elevated exposure to Ginnie Mae loans with higher advancing needs, and elevated key person risk related to its founder and Chief Executive Officer, Stanley Middleman, who sets the tone, vision and strategy for the company. Freedom's ratings are also constrained by higher regulatory scrutiny, evidenced by the recent announcement of a lawsuit in violation of an enforcement order by the Consumer Financial Protection Bureau (CFPB), which could pressure earnings as a result of heightened compliance standards. Freedom is not subject to material asset quality risks as nearly all originated loans are government or agency eligible and sold shortly after origination. However, it has exposure to repurchase or indemnification claims from third parties under certain warranty provisions. Delinquencies of 60 days or more in the servicing portfolio declined to 2.1% at 2Q23, from 3% a year ago, reflecting post-pandemic recovery. In general, mortgages have outperformed other consumer assets over the last year given solid home equity levels. Still, unemployment remains low, and macroeconomic stress could drive higher delinquencies in 2024-2025. Annualized pre-tax returns on average assets (ROAA), adjusted for Ginnie Mae loans subject to repurchase, was 2.5% in 2Q23, up from 0.2% a year ago, but below the average of 4.7% from 2019-2022. Fitch expects operating performance will remain pressured given the continued impact of high interest rates on origination volumes, partially offset by stable revenues generated by a larger servicing portfolio. While the write-up in mortgage servicing rights (MSRs) has benefited earnings in 2022, Fitch believes there is more limited valuation upside in the near-term from additional rate rises. Freedom's consolidated leverage (gross debt to equity) was 1.9x at June 30, 2023, down from 3.2x a year ago. The decline reflects a reduction in warehouse borrowings given a reduction in mortgage origination volumes. Corporate leverage was 1.4x at June 30, 2023, down from 1.7x a year ago, which was consistent with the long-term average of 1.4x and below management's target of 1.5x. Management has executed on its plan to improve profitability through cost reduction efforts and growth in tangible equity through retained earnings generation to reduce corporate leverage below 1.5x. Fitch expects corporate leverage to be relatively stable near-term. Secured debt was 73.8% of total debt at June 30, 2023, comprised of warehouse facilities, MSR term notes and loans, and revolving lines of credit secured by MSRs. As of the same date, approximately 20% of Freedom's secured warehouse lending capacity had a maturity tenor greater than a year and 25% of the facilities were committed, which compares favorably relative to peers. Still, Fitch believes the short tenor of overall funding exposes the company to liquidity and refinancing risk, and would view an increase in funding duration and committed capacity favorably. Fitch views Freedom's liquidity profile as adequate, given available balance sheet cash and actions taken to access additional funding. In 2023, the company amended its multi-year KeyBank revolving credit facility to increase the borrowing capacity to $1.764 billion, with a maturity in 2026. As of June 30, 2023, Freedom had $554.4 million of unrestricted cash, $972.9 million of availability under its KeyBank facility and $53.5 million under its GSMR facility. Additionally, the company had $4.9 billion of committed and uncommitted capacity under warehouse facilities to fund loan originations. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Negative rating actions could be driven by substantial fines that negatively impact Freedom's franchise or operating performance. Negative rating actions could also be driven by corporate debt to tangible equity sustained above 1.5x over an extended period, an inability to refinance secured funding facilities, insufficient liquidity to manage servicer advances or to meet margin call requirements, lack of appropriate staffing and resource levels relative to growth in the servicing portfolio, and a sustained increase in gross leverage above 5.0x. The departure of Stanley Middleman, who sets the tone, vision, and direction of the company, could also drive negative rating momentum. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch does not envision additional positive rating momentum in the near term. However, an upgrade over time could be driven by a sustained reduction in leverage below 3.0x on a gross debt to tangible equity basis, growth of the business that enhances the franchise and platform scale, improved earnings consistency, an increase in longer-duration secured and unsecured debt, an increase in the proportion of committed funding, a stronger liquidity profile, as evidenced by a meaningful increase in the percentage of available liquidity sources (cash and available borrowing capacity) to total debt. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The unsecured debt rating is one-notch below Freedom's Long-Term IDR, given the funding mix and subordination to the secured debt in the capital structure, reflecting weaker recovery prospects in a stress scenario. The unsecured debt rating is primarily sensitive to changes in Freedom's Long-Term IDR and would be expected to move in tandem. However, a material increase in the proportion of unsecured funding and the size of the unencumbered asset pool could result in a narrowing of the notching between the unsecured debt and the Long-Term IDR. ADJUSTMENTS The Business Profile score has been assigned below the implied score due to the following adjustment reason(s): Business model (negative). The Earnings & Profitability score has been assigned below the implied score due to the following adjustment reason(s): Earnings stability (negative), Historical and future metrics (negative). The Capitalisation & Leverage score has been assigned below the implied score due to the following adjustment reason(s): Risk profile and business model (negative). The Funding, Liquidity & Coverage score has been assigned below the implied score due to the following adjustment reason(s): Funding flexibility (negative), Liquidity coverage (negative). ESG CONSIDERATIONS Freedom has ESG Relevance Scores of '4' for Governance Structure due to elevated key man risk related to its founder and Chief Executive Officer, Stanley Middleman, who sets the tone, vision, and strategy for the company. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Freedom has ESG Relevance Scores of '4' for Customer Welfare - Fair Messaging, Privacy and Data Security, due to its exposure to compliance risks that include fair lending practices, debt collection practices and consumer data protection, 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 Prior ----------- ------ ----- Freedom Mortgage Corporation LT IDR BB- Affirmed BB- senior unsecured LT B+ Affirmed B+ FREEMAN TRANSIT: Seeks to Tap Caddell Reynolds Law Firm as Counsel ------------------------------------------------------------------ Freeman Transit, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to employ the Caddell Reynolds Law Firm as its counsel. The firm will render these services: (a) advise the Debtor of its powers and duties in the continued management of its property; (b) prepare legal documents; and (c) perform all other legal services for the Debtor that may be necessary to effectuate a reorganization of its financial affairs. The firm will charge $325 per hour for attorney time and $125 per hour for paralegal. Joel Hargis, Esq., an attorney at the Caddell Reynolds Law 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: Joel G. Hargis, Esq. Caddell Reynolds Law Firm P.O. Box 184 Fort Smith, AR 72902 Telephone: (479) 782-5297 Facsimile: (479) 782-5284 Email: jhargis@caddellreynolds.com About Freeman Transit Freeman Transit, Inc., a trucking company running freight hauling business from Fort Smith, Arkansas, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 23-71486) on Oct. 9, 2023. In the petition filed by Christopher Ray Freeman, owner/president, the Debtor disclosed $927,793 in total assets and $2,515,327 in total liabilities. Judge Bianca M. Rucker oversees the case. Joel G. Hargis, Esq., at the Caddell Reynolds Law Firm serves as the Debtor's counsel. FTX TRADING: Announces Settlement of Customer Property Disputes --------------------------------------------------------------- FTX Trading Ltd. (d.b.a. FTX.com), and its affiliated debtors (together, the "FTX Debtors"), on Oct. 16, 2023, announced a proposed settlement of customer property disputes in their pending chapter 11 cases (the "Customer Shortfall Settlement"). The Customer Shortfall Settlement will be proposed as part of an amended Plan of Reorganization (the "Amended Plan"), to be filed by the FTX Debtors by December 16, 2023. If approved by the Bankruptcy Court, the Customer Shortfall Settlement would resolve the customer property litigation filed against the FTX Debtors and facilitate confirmation of the Amended Plan in the second quarter of 2024. The customer property litigation asserted that customers of FTX.com and FTX US had property interests in certain assets, rather than an unsecured claim ranking equally with general creditors. The Customer Shortfall Settlement resolves the dispute by providing customers a claim against the FTX Debtors that, although unsecured, has an equitable priority to certain property segregated at or taken from the exchanges. The Customer Shortfall Settlement was struck after months of extensive, arm's-length negotiations among the FTX Debtors, the Executive Committee of the Ad Hoc Committee of Non-U.S. Customers (representing customers holding approximately $1 billion in FTX.com customer claims), the Official Committee of Unsecured Creditors, and putative class representatives. All of these parties have entered into a Settlement and Plan Support Agreement (the "Support Agreement"), which has been posted on the docket of the Bankruptcy Court for informational purposes. "The proposed settlement of the customer property issues is another major milestone in our case," said John. J. Ray III, Chief Executive Officer and Chief Restructuring Officer of the FTX Debtors. "Together, starting in the most challenging financial disaster I have seen, the debtors and their creditors have created enormous value from a situation that easily could have been a near-total loss for customers. I would especially like to recognize the important role of the independent Board of Directors who quickly responded to the call to duty at a time of crisis. They bring wisdom and guidance, often in the face of adversity, that has been and continues to be instrumental throughout the difficult process of bringing order and resolution to these cases." Details regarding the Amended Plan, customer recoveries and the proposed preference settlement are provided below. The Amended Plan of Reorganization and Customer Recoveries Update The Amended Plan is substantially similar to the Draft Plan filed by the FTX Debtors for discussion purposes on July 1, 2023. Pursuant to the Amended Plan: 1. The FTX Debtors would divide substantially all of their assets into three pools based on circumstances at the start of the chapter 11 cases: assets segregated for the benefit of FTX.com customers; assets segregated for the benefit of FTX US customers; and a "General Pool" of other assets; 2. In addition to a claim against assets at their respective exchange, customers of FTX.com and FTX US would benefit from a "Shortfall Claim" against the General Pool corresponding to the estimated value of assets missing at their exchange; 3. The Shortfall Claim is estimated to be approximately $8.9 billion for FTX.com and $166 million for FTX US; and 4. As a way to balance the customer groups' assertion of a property right arising from the misappropriation of exchange property and the difficulties of asset tracing in FTX's circumstances, a negotiated portion of the Shortfall Claim would be deemed to benefit from an equitable priority against the General Pool, such that 66% of the General Pool would be applied exclusively to pay Shortfall Claims (and 34% of the General Pool would be applied to pay remaining Shortfall Claims and other claims ratably). Taking into account both the priority and the non-priority portions of the Shortfall Claim, the FTX Debtors estimate that customers of FTX.com and FTX US would receive, collectively, over 90% of distributable value worldwide if the Amended Plan (incorporating the Customer Shortfall Settlement) is approved by the Bankruptcy Court by the end of the second quarter of 2024. The FTX Debtors currently anticipate that customers of both exchanges will not be paid in full, with greater percentage losses by customers of FTX.com. The FTX Debtors also anticipate that non-customers with claims against the General Pool will incur greater percentage losses than customers of either exchange, although the extent of these differences cannot be predicted with certainty at this time. Future recoveries for customers and non-customers will depend on many variables, including the resolution of tax and governmental claims, the FTX team's on-going asset recovery efforts, the results of avoidance action and other litigation, the claims allowance process, the extent to which compliance with Know-Your-Customer procedures reduces the number of filed or accepted claims, fluctuations in the price of digital assets, fluctuations in effective interest rates and staking yields, the price at which illiquid fund, equity, and token investments can be sold, the value of any consideration paid in connection with any successor offshore exchange, the timing of confirmation and effectiveness of the chapter 11 plan, the nature of any arrangements with respect to FTX Digital Markets and the FTX real estate in The Bahamas, the application of the proceeds of assets seized by the Department of Justice and other government agencies, and many other unresolved matters and pending initiatives. The Proposed Preference Settlement Offer The Customer Shortfall Settlement also contemplates an opportunity for eligible customers to resolve the current uncertainty about any preference exposure applicable to their claims. Under the terms of the agreement, the FTX Debtors have agreed to offer each eligible customers approving the Amended Plan the opportunity to resolve exchange preference liability by reducing their claim (or paying cash) in an amount specified on the Amended Plan ballot (the "Preference Settlement Amount"). The Preference Settlement Amount for each eligible customers would be equal to 15% of the amount by which the customer's withdrawals during the nine days prior to the chapter 11 cases exceeded the customer's deposits during the same period, as more fully explained in the term sheet attached to the Support Agreement. The FTX Debtors may exclude from the settlement any insiders, affiliates, customers against whom the FTX Debtors have other claims, customers who may have had knowledge of the commingling and misuse of customer deposits and corporate funds, customers who changed their KYC information to facilitate withdrawals or received manual permission from the Debtors to facilitate withdrawals when withdrawals were otherwise halted, and customers for whom the FTX Debtors determine the settlement may not reflect the fair value of the FTX Debtors' claims. Eligible customers that have a preference settlement amount of less than $250,000 during the nine-day period would be able to accept the settlement without any reduction of claim or payment. Customers are referred to the term sheet attached to the Support Agreement for more details. The preference settlement offer has not been approved by the Bankruptcy Court and is subject to change by the FTX Debtors at any time prior to approval. Additional Information U.S. Bankruptcy Court filings and other documents related to the court proceedings, including copies of the Customer Shortfall Settlement and accompanying Support Agreement, are available at https://cases.ra.kroll.com/FTX/. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX TRADING: Entwistle Touts Customer Property Dispute Settlement ----------------------------------------------------------------- Entwistle & Cappucci LLP on Oct. 17 announced the settlement of that portion of its Customer Class Action that raised Customer property claims against FTX Trading Ltd. (d.b.a. FTX.com), and its affiliated debtors (together, the "FTX Debtors"), as part of the proposed settlement of Customer property disputes in the pending FTX chapter 11 cases (the "Customer Shortfall Settlement"). The Customer Shortfall Settlement resolves, among other things, Customer property litigation filed against the FTX Debtors by Entwistle & Cappucci LLP as part of a broader adversary Customer Class Action filed in the Bankruptcy Court against the Debtors and various individual defendants, including Sam Bankman-Fried and other insiders. The Customer property aspect of the class action litigation asserted that Customers of FTX.com and FTX US had property interests in certain assets, rather than an unsecured claim ranking equally with general creditors. The Customer Shortfall Settlement resolves the dispute by providing Customers a claim against the FTX Debtors that, although unsecured, has an equitable priority to certain property segregated at or taken from the exchanges. Taking into account both the priority and the non-priority portions of the now-settled Shortfall Claim, the FTX Debtors estimate that Customers of FTX.com and FTX US would receive, collectively, over 90% of distributable value worldwide if the Amended Plan (incorporating the Customer Shortfall Settlement) is approved by the Bankruptcy Court by the end of the second quarter of 2024. The Customer Shortfall Settlement also contemplates an opportunity for eligible Customers to resolve the current uncertainty about any preference exposure applicable to their claims. The Customer Shortfall Settlement was struck after months of extensive, arm's-length negotiations by and between: the FTX Debtors; the representatives of the Customer Class Action (represented by Entwistle & Cappucci LLP); the Official Committee of Unsecured Creditors; and the Executive Committee of the Ad Hoc Committee of Non-U.S. Customers (representing Customers holding approximately $1 billion in FTX.com Customer claims). All of these parties have entered into a Settlement and Plan Support Agreement, which has been posted on the docket of the Bankruptcy Court and the Entwistle & Cappucci LLP website for informational purposes. Andrew Entwistle, counsel for the Customer Class representatives said: "This Settlement is a great step forward and saves years of potential litigation. The anticipated allocation of over 90% of the distributable value of the bankrupt estate for the benefit of Customers reflects the fact that Customers are the true victims of the FTX fraud. It could not have been accomplished without the commitment and hard work of the Debtors (including John Ray III and the rest of the Board), the UCC and the Ad Hoc Committee and their counsel and advisors." On the question of whether this resolves the Customer Class Action in its entirety, Mr. Entwistle noted that "This Settlement only resolves the Customer claims against the Debtors. We will continue to work to further reduce the shortfall through the ongoing claims against Sam Bankman-Fried and the other insiders." Details regarding the Amended Plan, Customer recoveries and the proposed preference settlement are provided in the Release issued by the Debtors and the materials filed by the Debtors, all of which may be found here. The Settlement notwithstanding, the FTX Debtors currently anticipate that due to the shortfall, Customers of the exchanges will not be paid in full. Future recoveries for Customers and non-Customers will depend on many variables, including the resolution of tax and governmental claims, the FTX team's on-going asset recovery efforts, the results of avoidance action and other litigation, the claims allowance process, the extent to which compliance with Know-Your-Customer (KYC) procedures reduces the number of filed or accepted claims, fluctuations in the price of digital assets, fluctuations in effective interest rates and staking yields, the price at which illiquid fund, equity and token investments can be sold, the value of any consideration paid in connection with any successor offshore exchange, the timing of confirmation and effectiveness of the chapter 11 plan, the nature of any arrangements with respect to FTX Digital Markets and the FTX real estate in The Bahamas, the application of the proceeds of assets seized by the Department of Justice and other government agencies, and many other unresolved matters and pending initiatives. The Know-Your-Customer Process The Settlement does not change the fact that in order to receive a distribution, Customers MUST complete the Know-Your-Customer process. Any Customer that has not completed that process should do so immediately. About Entwistle & Cappucci LLP Entwistle & Cappucci LLP -- http://www.entwistle-law.com-- is a national law firm providing exceptional legal representation to clients in the most complex and challenging legal matters. Our practice encompasses all areas of litigation, corporate transactions, bankruptcy, insurance, corporate investigations, and white-collar defense. Our clients include public and private corporations, major hedge funds, public pension funds, governmental entities, leading institutional investors, domestic and foreign financial services companies, emerging business enterprises and individual entrepreneurs. GAC ENVIRONMENTAL: Ronald Friedman Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Ronald Friedman, Esq., at SilvermanAcampora, LLP, as Subchapter V trustee for GAC Environmental, Inc. Mr. Friedman will be paid an hourly fee of $750 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Friedman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ronald J. Friedman, Esq. SilvermanAcampora, LLP 100 Jericho Quadrangle Ste. 300 Jericho, NY 11753 Email: RFriedman@SilvermanAcampora.com About GAC Environmental GAC Environmental, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11592) on October 4, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge John P. Mastando III oversees the case. Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP represents the Debtor as legal counsel. GENERAL PEST: Hires Steadman Law Firm P.A. as Counsel ----------------------------------------------------- General Pest Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Steadman Law Firm, P.A. as legal counsel. The firm's services include: a) assist and advise the Debtor relative to the administration of its Chapter 11 case; b) advise the Debtor with respect to its powers and duties in the continued management and operation of its business and property; c) represent the Debtor before the bankruptcy court and advising the Debtor on pending litigation, hearings, motions, and decisions of the court; d) advise the Debtor regarding applications, orders, and motions filed by third parties; e) attend meetings conducted pursuant to Section 341(a) of the Bankruptcy Code and representing Debtor at all examinations; f) communicate with creditors and other parties in interest; g) assist the Debtor in preparing legal papers; h) confer with other professionals retained by the Debtor and other parties in interest; i) negotiate and prepare the Debtor's Chapter 11 plan, disclosure statement and all related documents, and taking any necessary actions to obtain confirmation of the plan; and j) perform other necessary legal services for the Debtor in connection with its bankruptcy case. The firm will be paid at these rates: Attorneys $350 to $395 per hour Paralegals $110 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Richard Steadman, Jr., a partner at Steadman Law Firm, 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 at: Richard A. Steadman, Jr., Esq. STEADMAN LAW FIRM, P.A. 6296 Rivers Avenue, Suite 102 Charleston, SC 29406 Tel: (843) 529-1100 Email: rsteadman@steadmanlawfirm.com About General Pest Solutions, LLC General Pest Solutions, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 23-02944) on September 28, 2023. In the petition signed by Manuel Alberto Cora, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Elisabetta G. M. Gasparini oversees the case. Richard A Steadman, Jr., Esq., at Steadman Law Firm, P.A., represents the Debtor as legal counsel. GENESIS CARE: Disclosure & Plan Hearing Set for Nov. 21 ------------------------------------------------------- The Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas will hold a combine hearing on Nov. 21, 2023, at 3:30 p.m. (prevailing Central Time) at 515 Rusk Street, Courtroom 400, Houston, Texas 77002, to consider the adequacy of the disclosure statement explaining the first amended Chapter 11 plan of reorganization of Genesis Care Pty Limited and its debtor-affiliates, and confirm the Debtors' Amended Chapter 11 Plan. Objections, if any, must be filed no later than 4:00 p.m. on Nov. 15, 2023. As reported by the Troubled Company Reporter on Oct. 17, 2023, Genesis Care Pty Limited, et al. submitted a First Amended Joint Plan of Reorganization. As of the Effective Date, the DIP Claims shall be Allowed and deemed to be Allowed Claims in the full amount outstanding under the DIP Credit Agreement. Upon the satisfaction of the Allowed DIP Claims in accordance with the terms of the Plan, pursuant to the U.S. Equitization Restructuring or the Sale Transaction Restructuring, as applicable, or other such treatment as contemplated by this Article II.C of the Plan on the Effective Date, all Liens and security interests granted to secure the DIP Claims shall be automatically terminated and of no further force and effect without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity. Except to the extent that a Holder of an Allowed DIP Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for such Allowed DIP Claim, each Holder of an Allowed DIP Claim shall receive: (a) on account of Allowed DIP New Money Claims, payment in full in Cash, or such Holder, in its discretion, may elect to instead receive, in respect of some or all of the aggregate amount of such Holder's Allowed DIP New Money Claim, a share of the Exit Takeback Term Loans in an amount equal to that amount (if any) of such Holder's Allowed DIP New Money Claim as to which such election is made, provided that such election shall be made by the delivery of written notice to the Debtors and their legal and financial Professionals no later than the date determined by the Debtors and the Required Lenders; and (b) on account of Allowed DIP Roll-Up Claims, its Pro Rata share of the (i) the DIP Equity Pool, subject to dilution by the ROW New Equity Interests issued pursuant to the Management Incentive Plans, the exercise of the New Warrants, the Rights Offering (if any), and the Put Option Premium (if any), (ii) the Exit Takeback Term Loans, (iii) Distributable Cash allocated to the DIP Roll-Up Claims, if any, pursuant to the Waterfall Recovery, and (iv) Subscription Rights, if any. Under the Plan, Class 5A consists of all General Unsecured Claims against the ROW Debtors. Each Holder of an Allowed General Unsecured Claim against the ROW Debtors will receive either: (i) Reinstatement of such Allowed General Unsecured Claim pursuant to section 1124 of the Bankruptcy Code; or (ii) Payment in full in Cash on (a) the Effective Date, or (b) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. Class 5A is unimpaired. Class 5B consists of all General Unsecured Claims against the GC U.S. Debtors. Subject to section 1129(a)(7)(A)(ii) of the Bankruptcy Code, on the Effective Date each General Unsecured Claim against the GC U.S. Debtors will be discharged and released, and each Holder of a General Unsecured Claim against the GC U.S. Debtors will not receive or retain any distribution, property, or other value on account of such General Unsecured Claim against the GC U.S. Debtors. Class 5B is impaired under the Plan. Sources of consideration for plan distribution include: New Money Exit Facilities, Takeback Facilities, New Equity Investment, ROW New Equity Interests, Rights Offering, AUS Holdco New Equity Interests, EUR Holdco New Equity Interests, GC U.S. New Equity Interests and Issuance of the New Warrants. On the Effective Date, the Reorganized Debtors will fund Cash distributions under the Plan, in whole or in part, with (1) Cash on hand and (2) Cash consideration received by the GC U.S. Debtors pursuant to the Sale Transaction Restructuring. Co-Counsel to the Debtors and Debtors in Possession: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Genevieve M. Graham, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com jwertz@jw.com ggraham@jw.com - and - Joshua A. Sussberg, P.C. Steven N. Serajeddini, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com steven.serajeddini@kirkland.com - and - Jaimie Fedell, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: jaimie.fedell@kirkland.com A copy of the Plan of Reorganization dated September 27, 2023, is available at https://tinyurl.ph/DpKWb from restructuring.ra.kroll.com, the claims agent. About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GETTYSBURG RENTAL: Seeks to Hire Tice Associates as Accountant -------------------------------------------------------------- Gettysburg Rental and Outdoor Power Equipment Center seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Tice Associates, P.C. as its accountant. The firm will be preparing financial statements, analyzing financial data, preparing Monthly Operating Reports, and preparing tax returns are necessary to an effective reorganization. Tice Associates shall be compensated at the hourly rate of $95. Tice Associates, P.C. represents no other entity in connection with this case, is a disinterested party as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Beth Warren Tice Associates, P.C. 1709 W Market St York, PA 17404 Phone: (717) 843-9572 About Gettysburg Rental and Outdoor Gettysburg Rental and Outdoor Power Equipment Cent, doing business as Gettysburg Rntl & Outdr Pwr Eqp Ctr LLC, provides party and equipment rentals to Gettysburg and the surrounding areas. Gettysburg Rental and Outdoor Power sought relief under Chapter 11 of the U.S. Bankruptcy code (Bankr. M.D. Penn. Case No. 23-02095) on Sept. 14, 2023. In the petition filed by Gary DeCroes, as member, the Debtor reports estimated assets and liabilities between $500,000 and $1 million each. Honorable Bankruptcy Judge Henry W Van Eck oversees the case. The Debtor is represented by Brent Diefenderfer, Esq. at CGA Law Firm. GGG INVESTMENTS: Seeks to Hire Real Home of America as Realtor -------------------------------------------------------------- GGG Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Ramonita Martinez Mendez, a member at Real Home of America, as realtor. The Debtor needs a realtor to procure the sale of its realty. Mrs. Martinez will be paid a 3 percent commission for the sale of Debtor's realty. The realtor disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The professional can be reached at: Ramonita Martinez Mendez Real Home of America 9 Av. Turabo Caguas, PR 00727 Telephone: (787) 800-7757 About GGG Investments GGG Investments, Inc. filed Chapter 11 petition (Bankr. D.P.R. Case No. 23-02407) on Aug. 4, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC represents the Debtor as bankruptcy counsel. GLOBAL MEDICAL: Blackstone Fund Marks $2.3MM Loan at 43% Off ------------------------------------------------------------ Blackstone Senior Floating Rate 2027 Term Fund has marked its $2,318,841 loan extended to Global Medical Response, Inc to market at $1,315,942 or 57% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien 2018 New Term Loan (1M US SOFR + 4.25%, 1.00% Floor) to Global Medical Response, Inc. The loan matures on March 14, 2025. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. Global Medical Response Inc and GMR Buyer Corp provide emergency air medical services. GLOBAL TEE: Seeks to Hire Dan Carter Advisors as Accountant ----------------------------------------------------------- The Global Tee Company LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Dan Carter Advisors CPA, LLC as accountant. The firm will assist the Debtor in the preparation of the Schedule C for tax years of 2018 through including 2022 Income Tax Returns. The firm will be paid at these rate of $600 to $900 per year. The firm will be paid a retainer in the amount of $3,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joel Ypma, a partner at Dan Carter Advisors CPA, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joel Ypma Dan Carter Advisors CPA, LLC 396 Pettis Ave SE #200 Ada, MI 49301 Tel: (616) 818-1976 About The Global Tee Company LLC The Global Tee Company, L.L.C. is a manufacturer of women's fitness wearing apparel, which markets the sale of its products through an online marketing program. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-01205) on May 25,2023. In the petition signed by Scott Sandberg, member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge James W. Boyd oversees the case. Perry Pastula, Esq., at Dunn, Schouten & Snoap, P.C., is the Debtor's legal counsel. GREENWAVE TECHNOLOGY: All Eight Proposals Passed at Annual Meeting ------------------------------------------------------------------ Greenwave Technology Solutions, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that it held its 2023 annual meeting of stockholders during which the stockholders: (1) elected Danny Meeks, Henry Sicignano III, Cheryl Lanthorn, John Wood, and Jason Adelman to serve as directors of the Company to serve until the next annual meeting of the stockholders or until their successors are duly elected and qualified; (2) approved the Company's 2023 Equity Incentive Plan and the reservation of up to 600,000 shares of Common Stock for issuance thereunder; (3) ratified the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2023; (4) approved a proposal to hold an advisory vote on executive compensation; (5) approved the repricing of certain warrants to purchase Common Stock in accordance with Listing Rule 5635(d); (6) approved the issuance of Common Stock to holders of certain Senior Secured Convertible Notes and warrants to purchase Common Stock; (7) approved the price protection feature of the warrants to purchase Common Stock issued in a private placement to certain institutional and accredited investors; and (8) approved the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals. About Greenwave Headquartered in Chesapeake, VA, Greenwave Technology Solutions, Inc. -- https://www.greenwavetechnologysolutions.com -- through its wholly owned subsidiary Empire Services, Inc. is an operator of metal recycling facilities in Virginia and North Carolina. At these facilities, Empire collects, classifies, and processes raw scrap metal (ferrous and nonferrous) for recycling. New York, NY-based RBSM LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has an accumulated deficit, and expects future losses that raise substantial doubt about the Company's ability to continue as a going concern. Greenwave disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 3, 2023, it received a letter from The Nasdaq Stock Market LLC indicating that, for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). GRUPO HIMA: Committee Hires Porzio Bromberg & Newman as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Grupo Hima San Pablo, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Porzio, Bromberg & Newman, P.C., together with its wholly owned subsidiary Porzio Bromberg & Newman (PR), LLC, as its counsel. The firm's services include: a) assisting and advising the Committee in its discussions with the Debtors and other parties in interest regarding the overall administration of these case; b) representing the Committee at hearings to be held before this Court and communicating with the Committee regarding the matters heard and the issues raised as well as the decisions and consideration of this Court; c) assisting and advising the Committee in its examination and analysis of the conduct of the Debtors' affairs; d) reviewing and analyzing pleadings, orders, schedules, and other documents filed and to be filed with this Court by parties in interest in these cases; advising the Committee as to the necessity, propriety, and impact of the foregoing upon the Debtors' chapter 11 cases; and consenting or objecting to pleadings or orders on behalf of the Committee, as appropriate; e) assisting the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary; f) conferring with the professionals retained by the Debtors and other parties in interest, as well as with such other professionals as may be selected and employed by Committee; g) coordinating the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Committee or other parties in interest in these cases; h) participating in such examinations of the Debtors and other witnesses as may be necessary in order to analyze and determinate, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; i) negotiating and formulating a plan of reorganization for the Debtors; and j) assisting the Committee generally in performing such other services as may desirable or required for the discharge of the Committee's duties pursuant to Bankruptcy Code section 1103. The firm will be paid at these rates: Francisco E. Colon-Ramirez, Esq. $760 per hour Robert M. Schechter, Esq. $795 per hour Rachel A. Parisi, Esq. $735 per hour Principals $735 to $1,095 per hour Associates $440 to $595 per hour Paraprofessional $300 to $350 per hour Porzio has agreed to maintain a blended rate per billing cycle of $600 per hour. Francisco Colon-Ramirez, Esq., member at Porzio, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Francisco E. Colon-Ramirez, Esq. PORZIO, BROMBERG & NEWMAN (PR), LLC PO Box 361920 San Juan, PR 00936-1920 Telephone: (973) 475-1733 Facsimile: (973) 538-5146 E-mail: fecolon@pbnlaw.com About Grupo Hima San Pablo, Inc. Grupo HIMA San Pablo, Inc. serves as a diversified healthcare services holding Debtors pursuant to a corporate reorganization of several businesses related by common ownership. Through its subsidiaries and affiliates, the Debtors primarily owns and operates hospital facilities and other healthcare related businesses. As of August 2023, the HIMA GROUP operates four hospitals, with over 1,200 licensed beds, including an Oncological Hospital, a multi-specialty physician practice management Debtors, Home Care Service (including infusion therapies and wound care), a free-standing Ambulatory Center and a 16-Ambulance Service Debtors. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-02510-EAG11) on August 15, 2023. In the petition signed by Armando J. Rodriguez-Benitez, chief executive officer, the Debtor disclosed up to $1 billion in assets and up to $500,000 in liabilities. Judge Enrique S. Lamoutte Inclan oversees the case. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC, represents the Debtor as legal counsel. Pietrantoni Mendez & Alvarez LLC as special counsel. HART INC: Seeks to Hire Armory Consulting as Financial Advisor -------------------------------------------------------------- Hart, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Armory Consulting Co. as its financial advisor. The Debtor requires a financial advisor to: a. provide strategic guidance to prepare and assist the Debtor through its bankruptcy; b. manage reporting requirements pertaining to the bankruptcy court and the U.S. Trustee's office, including schedules and statement of financial affairs, monthly operating reports, and cash flow projections; c. assist with negotiating and serving as a liaison between the Debtor and its creditors or their representatives; d. provide testimony, including deposition testimony, before the bankruptcy court on matters within Armory's expertise and consistent with the firm's scope of services; e. assist with the development of a plan of reorganization; f. prepare long-term projections and liquidation analysis; g. evaluate the possible rejection of any executory contracts and unexpired leases; h. assist in the evaluation and analysis of avoidance actions and causes of action; i. oversee analysis of creditors' claims; and j. provide additional services as may be mutually agreed upon in writing between the Debtor and Armory. The firm will be paid at these rates: James Wong $575 per hour Armory's staff $475 per hour The firm received a pre-bankruptcy retainer in the amount of $25,000. James Wong, a partner at Armory Consulting Co., disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: James Wong Armory Consulting Co. 3943 Irvine Blvd., #253, Irvine, CA 92602 Tel: (714) 222-5552 Email: jwong@armoryconsulting.com About Hart Inc. Hart, Inc., founded in 2012 in Orange County, Calif., was created to enhance the healthcare system through the use of state of-the-art data management software. It designed a platform that seamlessly integrates all data sources into a unified source of reliable, up-to-the-minute information. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11937) on Sept. 21, 2023, with $1,667,728 in assets and $21,510,861 in liabilities. Dominique Gross, chief executive officer, signed the petition. Judge Scott C. Clarkson oversees the case. Zev Shechtman, Esq., at Danning, Gill, Israel & Krasnoff, LLP represents the Debtor as legal counsel. HART INC: Seeks to Hire Danning Gill as Bankruptcy Counsel ---------------------------------------------------------- Hart, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Danning, Gill, Israel & Krasnoff, LLP as its general bankruptcy counsel. The Debtor requires legal counsel to: a. assist, prepare and/or handle all filings relating to the commencement of the case, compliance with Court and the U.S. Trustee requirements, and other legal, bankruptcy, or estate administrative tasks such as, but not limited to, the petition, schedules, statement of financial affairs, any necessary amendments thereto, the U.S. Trustee's 7-day package and any other U.S. Trustee inquiries; b. attend the meeting creditors and initial debtor interview with the Debtor; c. represent the Debtor in contested matters and adversary proceedings (if necessary) and at hearings before this Court; d. assist the Debtor in identifying, analyzing, protecting and/or obtaining possession of property of the estate; e. assist the Debtor with the use, sale, or lease of property of the estate and cash collateral, as applicable; f. assist the Debtor with the abandonment or other disposition of property of the estate, as applicable; g. review and address avoidable transfers, if any; h. analyze and review the validity of claims of alleged creditors and, if appropriate, object to those claims; i. assist with the employment and compensation processes for professionals; j. analyze the validity of all administrative expenses and, if appropriate, object to those expenses; k. assist the Debtor with the settlement and compromise of claims by or against the estate, or pertaining to matters relating to this case; l. advise the Debtor with respect to subchapter V chapter 11 case requirements, including, to the extent necessary, the preparation and filing of Monthly Operating Reports (MORs), maintaining DIP bank accounts, preparation and prosecution of a plan of reorganization, assumption or rejection of executory contracts or unexpired leases, among other requirements, and to help the Debtor ensure compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the Guidelines of the United States Trustee; m. negotiate and obtain Court approval of debtor in possession financing; n. coordinate with the financial advisor to be employed by the Debtor; o. communicate with other parties in interest including the U.S. Trustee, the subchapter V Trustee, secured creditors, unsecured creditors, and interest holders; and p. perform other general legal services to expeditiously administer the estate. The firm will be paid at these rates: Richard K. Diamond $825 per hour Eric P. Israel $825 per hour Brad D. Krasnoff $825 per hour George E. Schulman $725 per hour Uzzi O. Raanan $750 per hour John N. Tedford, IV $750 per hour Zev Shechtman $675 per hour Aaron E. de Leest $695 per hour Michael G. D'Alba $655 per hour Alphamorlai L. Kebeh $395 per hour Law Clerks $295 per hour Paralegal $305 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer in the amount of $100,000. Zev Shechtman, Esq., a partner at Danning Gill Israel & Krasnoff, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Zev Shechtman, Esq. DANNING, GILL, ISRAEL & KRASNOFF, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067-6006 Tel: (310) 277-0077 Fax: (310) 277-5735 Email: zs@danninggill.com About Hart Inc. Hart, Inc., founded in 2012 in Orange County, Calif., was created to enhance the healthcare system through the use of state of-the-art data management software. It designed a platform that seamlessly integrates all data sources into a unified source of reliable, up-to-the-minute information. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11937) on Sept. 21, 2023, with $1,667,728 in assets and $21,510,861 in liabilities. Dominique Gross, chief executive officer, signed the petition. Judge Scott C. Clarkson oversees the case. Zev Shechtman, Esq., at Danning, Gill, Israel & Krasnoff, LLP represents the Debtor as legal counsel. HARTMAN SPE: Hires Hirsch & Westheimer as Special Counsel --------------------------------------------------------- Hartman SPE, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hirsch & Westheimer, P.C. as special real estate counsel. The firm will provide the Debtor with legal real estate services in connection with the sale of certain Texas assets of the Debtor in accordance with the Debtor's sale motion, including but not limited to the Texas assets proposed to be sold. The firm will be paid at these rates: Partners $500 to $700 per hour Associates $275 to $375 per hour Para-Professionals $135 to $250 per hour The firm is a creditor of the estate with a $74,110.50 unsecured claim as of the Petition Date. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley Rauch, Esq., a partner at Hirsch & Westheimer, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bradley Rauch, Esq. HIRSCH & WESTHEIMER, P.C. 1415 Louisiana Street 36th Floor Wedge International Tower Houston, TX 77002 Tel: (713) 223-5181 Email: info@hirschwest.com About Hartman SPE, LLC Hartman SPE, LLC is a lessor of nonresidential buildings based in Houston, Texas. Hartman SPE filed a voluntary Chapter 11 petition (Bankr. D. Del. Lead Case No. 23-11452) on Sept. 13, 2023, with $100 million to $500 million in both assets and liabilities. David Wheeler, president, signed the petition. Judge Mary F. Walrath oversees the case. The Debtor tapped Katten Muchin Rosenman, LLP as bankruptcy counsel; Chipman Brown Cicero & Cole, LLP as Delaware counsel; and Epiq Corporate Restructuring, LLC as administrative advisor. HARTMAN SPE: Wins Cash Collateral Access on Final Basis ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Hartman SPE, LLC to use cash collateral on a final basis in accordance with the budget. As of the Petition Date, Debtor has outstanding funded-debt obligations in the aggregate principal amount of approximately $217 million. On October 1, 2018, Debtor closed on a secured term loan agreement with Goldman Sachs Mortgage, as lender, in the principal amount of $259 million. The mortgages were securitized and sold into the commercial mortgage-backed securities market. KeyBank National Association acts as Master Servicer for U.S. Bank National Association, solely in its capacity as Trustee for the benefit of the Holders of the GS Mortgage Securities Trust 2018-HART, Commercial Mortgage Pass-Through Certificates, Series 2018-HART and the RR Interest Owner. The Loan Agreement had an initial maturity of October 9, 2020, with three, optional one-year extension options. On October 9, 2022, Debtor exercised the third and final one-year maturity date extension agreement to extend the Maturity Date to October 9, 2023. As adequate protection, the Lender will receive a replacement lien in the Prepetition Collateral and in the post-petition property of the Debtor. The Adequate Protection Liens will (i) be supplemental to and in addition to the Prepetition Liens, (ii) subject to the Carve-Out, attach with the same priority as enjoyed by the Prepetition Liens immediately prior to the Petition Date, (iii) be deemed to be legal, valid, binding, enforceable, perfected liens, not subject to subordination or avoidance, for all purposes in the Chapter 11 Case, (iv) subject to the Carve-Out, not be subordinated or be made pari passu with any other lien under 11 U.S.C. sections 363 and 364 or otherwise and (v) be deemed to be perfected automatically upon the entry of the Interim Order, without the necessity of filing of any UCC-1 financing statement, state or federal notice, mortgage or other similar instrument or document in any state or public record or office and without the necessity of taking possession or control of any collateral. These events constitute an "Event of Default": (a) The termination, expiration, lapsing or, unless approved in writing by the Lender, reduction of insurance coverage on the Collateral; (b) Use of the cash collateral to pay any amount not contemplated by the Budget and in a manner consistent with the Order without prior Lender consent or Court approval; (c) the Debtor fails to reimburse Lender for any advances made by Lender to pay any obligations reimbursable to Lender under the documents evidencing the Prepetition Secured Obligation; and/or (d) Upon the Lender's provision of written notice of the Debtor's failure to perform in accordance with any of the terms and conditions of the Order, unless such failure to perform is cured no later than five business days after the date of such written notice. A copy of the order is available at https://urlcurt.com/u?l=EQvj2l from PacerMonitor.com. About Hartman SPE, LLC Hartman SPE, LLC is a lessor of nonresidential buildings. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11452) on September 13, 2023. In the petition signed by David Wheeler, president, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole, LLP, represents the Debtor as Delaware counsel. Katten Muchin Rosenman LLP is the legal counsel. HORIZON KIDZ: Seeks to Hire D Cluett Enterprises as Accountant -------------------------------------------------------------- Horizon Kidz, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire D Cluett Enterprises, LLC d/b/a Affordable Accounting as its accountant. The firm will render these services: a. maintain and process financial information provided by the Debtor, including but not limited to: reconciliation of bank accounts, processing invoices for payment, check writing, invoicing the Debtor, creation of and collection attempts for accounts receivable, processing of payroll and related taxes, and preparation of financial statements, and preparation of sales and/or income tax returns, as desired by the Debtor; b. provide consulting and explanations for forms prepared, and financial implications of decisions made, or to be made, as needed or requested by the Debtor. c. provide additional services as requested by the Debtor, which will include the preparation of the monthly operating reports required by the Office of the United States Trustee. The billing rate for Donald Cluett, manager of Affordable Accounting, is $100 per hour. Although Mr. Cluett may employ other staff members, he will be the only professional completing the services. D Cluett Enterprises is a "disinterested person" pursuant to sections 327(a) and 101(14) of the Bankruptcy Code, as disclosed in the court filings. The firm can be reached through: Donald Cluett D Cluett Enterprises, LLC d/b/a Affordable Accounting 2722 S Alma School Rd Mesa, AZ, 85210-4023 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. HOWARD HUGHES: Fitch Affirms BB LongTerm IDR, Outlook Negative -------------------------------------------------------------- Fitch Ratings has affirmed The Howard Hughes Corporation's (HHC) Long-Term Issuer Default Rating (IDR) at 'BB' and its unsecured bonds at 'BB'/'RR4. In addition, Fitch has assigned a 'BB' IDR/Negative Outlook to the holding company, Howard Hughes Holdings, Inc. (HHH) and has revised the Rating Outlook for HHC to Negative from Stable. The rating reflects HHH's strong portfolio asset quality within its core markets in and around strategic master planned communities (MPC), in select Sunbelt markets and other mid-Atlantic and Hawaii assets. The ratings also consider the company's strategic land portfolio, development capability and track record. HHH will add to recurring NOI from contractual rents through its operating assets portfolio through internal and external growth. The ratings are balanced by the less predictable and uneven nature of revenues coming from HHH's MPC land sales and strategic developments segments. The Negative Outlook reflects the anticipation of the company operating with elevated leverage in 2023. This is commensurate with the timing of minimal condo deliveries, with leverage declining to towards the top of the sensitivities range in 2024, before the expectation of a further decrease in leverage through the remainder of the forecast period. KEY RATING DRIVERS Key Assets in Attractive Markets: HHH owns strategic asset positions in select Sunbelt and mid-Atlantic markets, which benefit from migration and job growth, but also face lower physical and zoning barriers to entry. Through its operating asset, MPCs, and strategic developments segments, the company is able to plan and grow its communities over multi-year periods while increasing its base of recurring income. The company's MPCs total approximately 118,000 gross acres of land with 25,000 residential acres of land remaining to be developed and 13,000 acres designated for commercial development or non-compete users. Despite a rising mortgage rate and inflationary environment, HHH's markets continue to experience elevated housing demand, leading to homebuilders' ongoing purchase of additional lots in the company's MPCs at appreciating prices. Land and Condo Development Volatility: Fitch views HHH's rental income risk profile as below average relative to its equity REIT peers, generally consistent with high speculative grade category. The company generated approximately 27% of 2022 revenues contractual rents from its operating portfolio properties, which include predominantly office, multifamily, retail properties located in and adjacent to its master planned communities. This figure was down from 53% of revenues in 2020 and 31% in 2021 as the company's other segments, notably MPCs and Strategic Developments, performed relatively stronger in 2022. The company's development-for-sale segments provide incremental cash flow but are more volatile. After a high level of earnings for this segment in 2022, Fitch anticipates a drop in 2023 before a subsequent rebound later into the forecast period. This volatility is primarily due to the timing of the future Ward Village condo development deliveries. High and Volatile Income-Based Leverage: HHH's net debt to recurring operating EBITDA leverage is high relative to low-investment-grade-rated equity REIT peers, partly due to the company's development focus and related non-income producing assets. Moreover, the company generates a high percentage of income from non-recurring asset sales within its MPC and strategic developments segments, which Fitch views as more volatile than contractual rental income. Similarly, Fitch anticipates HHH's net debt to recurring operating EBITDA leverage to be elevated in 2023 at around 13x, after exhibiting leverage of 7.4x in 2022, due to the absence of significant delivery of condo sales in 2023 before an expected decrease in leverage to around the 9x level with the resumption of condo sales deliveries in 2024. The Operating Asset segment NOI improved in 2022 with Fitch envisioning further increases in 2023 based on low single-digit organic growth and the stabilization of recent development projects. As rental development assets are completed and condo projects are delivered, Fitch anticipates leverage to decline to below 8x level in the outer years of the forecast period. Fitch also considers HHC's net debt/capital, a supplemental metric commonly used to analyze homebuilders, which was 57.6% for the quarter ended June 30, 2023, and 54.9% for the full year ended Dec. 31, 2022. Fitch expects this metric to sustain around the high 50% range during the forecast period through 2026. Prefunded Development Mitigates Risk: HHC prefunds all development with non-recourse secured debt. The company does not begin construction until all necessary cash is on the balance sheet. Fitch views this strategy as mitigating unfunded development pipeline risk. As of June 30, 2023, projects under construction had an estimated total cost of $4.7 billion, with $1.47 billion remaining to be spent, including $1.06 billion of committed debt to be drawn. As of June 30, 2023, unfunded development cost to complete represented 2.1% of undepreciated assets. Fitch generally views development cost to complete as a percentage of undepreciated assets over 10% as a concern. The company only develops core MPCs, which Fitch views positively. In May 2021, HHC received approval from NYC Landmarks Preservation Commission for the proposal of redeveloping the 250 Water Street (Seaport District) parking lot to condos, affordable housings, and community/office space. While pending litigation regarding the site appears mostly resolved at this point, Fitch believes HHH will delay any potential development in the Seaport District for the foreseeable future until there is a less constrained macroeconomic environment. Speculative Grade Capital Access: HHC has demonstrated capital access to the unsecured bond market as the company issued $750 million and $1.3 billion senior unsecured notes in 2020 and 2021, respectively. Nonetheless, the company maintains secured debt at over 50% of total debt as it continues to refinance mortgages, which is more consistent with the capital structure of below-investment-grade real estate companies. DERIVATION SUMMARY Although HHH has not elected REIT status, Fitch views select U.S. equity REITs and, to a lesser extent, U.S. homebuilders as comparable peers, notwithstanding the company's differentiated business model. This includes ownership of multiple commercial property types in and around select MPCs, as well as its high exposure to sales income from developed lots and merchant developments. In 2022, The company generated approximately 27% of its revenue from contractual rents from its operating portfolio properties, including office, multifamily and retail located in and adjacent to its MPCs. HHH's portfolio is more diversified by property type than higher-rated, Sunbelt-focused multifamily REIT peers, Camden Property Trust (A-/Stable) and Mid-America Apartment Communities (A-/Stable). However, the company operates at considerably higher net debt/recurring operating EBITDA leverage with reliance on non-contractual residential land sales. HHH's portfolio is somewhat similar to American Assets Trust (AAT; BBB/Stable) in that it has a diversified portfolio of office, retail and multifamily assets with a U.S. West Coast focus and some additional Hawaii exposure. However, AAT's revenues are 100% derived from owned real estate and Fitch expects the company to operate at around 6x leverage through the forecast horizon. Fitch considers debt to capitalization as a secondary leverage measure given HHC's high level of non-income-producing land and homebuilding industry exposure. Fitch expects the company will operate with a debt capitalization ratio in the high 50% over the forecast period, which is considerably above the 35% to 40% range for homebuilding peer Toll Brothers, Inc. (BBB-/Positive). KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer: - Operating Asset segment annual low-single SSNOI growth through the forecast period; - $24 million of dispositions in 2023; - Strategic Development Revenues of $55 million in 2023, $615 million in 2024 and $610 million in 2025; - Development deliveries of approximately $900 million at around 7%-8% yields through the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - REIT leverage (net debt to recurring operating EBITDA) sustaining below 7x, assuming a similar or modestly greater percentage of NOI from contractual rents; - REIT fixed charge coverage sustaining above 2.5x; - Growth in HHC's operating assets resulting in NOI from recurring contractual rental income comprising 70% of net operating income; - Growth in unencumbered assets and/or UA/UD coverage improving to 1.75x, or greater. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch expectations of net leverage (net debt to recurring operating EBITDA) sustaining above 8.5x and/or a net debt to capital ratio sustaining above 55%; - Expectations of REIT fixed charge coverage sustaining below 1.5x; - Expectations of deteriorating access to capital markets. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch estimates HHC's base case liquidity coverage at 1.2x through YE 2024 and improves to 1.4x, assuming 80% secured refinancing. The company's sources include approximately $370 million in estimated retained cash flow, $133 million availability on its secured Bridgeland notes facility, which was drawn in July 2023 and approximately $389 million of cash on hand. As of June 30, 2023, projects under construction had an estimated total cost of $4.7 billion, with $1.47 billion remaining to be spent, including $1.06 billion of committed debt to be drawn on existing development projects. Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources include unrestricted cash, availability under unsecured revolving credit facilities and retained cash flows from operating activities after dividends. Uses include pro rata debt maturities, expected recurring capex and forecast (re)development costs. ISSUER PROFILE Howard Hughes Holdings Inc. (HHH) owns, manages, and develops commercial, residential, and mixed-use properties in the United States. It operates through four segments: Operating Assets; Master Planned Communities (MPCs); Seaport; and Strategic Developments. 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 ----------- ------ -------- ----- The Howard Hughes Corporation LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB Howard Hughes Holdings Inc. LT IDR BB New Rating HUMANIGEN INC: To be Delisted From Nasdaq ----------------------------------------- The Nasdaq Stock Market LLC filed a Form 25 with the Securities and Exchange Commission regarding its determination to remove from listing the securities of Humanigen, Inc., effective at the opening of the trading session on Oct. 23, 2023. According to Nasdaq, based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rule 5550(a)(2). The Company was notified of the Staff determination on Feb. 21, 2023. On Feb. 27, 2023, the Company exercised its right to appeal the Staff determination to the Listing Qualifications Hearings Panel (Panel) pursuant to Rule 5815. The Company received an additional delist determination letter for its failure to meet the requirement in Listing Rule 5550(b)(2) on April 5, 2023. A Panel hearing was held on April 6, 2023. On April 18, 2023, upon review of the information provided by the Company, the Panel determined to grant the Company request to remain listed in the Exchange subject to a series of milestones. Based on the Company failure to meet the terms of the exception, on July 24, 2023, the Panel issued a final decision denying the Company continued listing and notified the Company that trading in the Company securities would be suspended on July 26, 2023. The Company did not appeal the Panel decision to the Nasdaq Listing and Hearing Review Council (Council) and the Council did not call the matter for review. The Staff determination to delist the Company became final on Sept. 7, 2023. About Humanigen Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc. -- @ www.humanigen.com -- is a clinical stage biopharmaceutical company, developing its portfolio of proprietary Humaneered anti-inflammatory immunology and immuno-oncology monoclonal antibodies. The Company's proprietary, patented Humaneered technology platform is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed for therapeutic use, particularly with acute and chronic conditions. The Company has developed or in-licensed targets or research antibodies, typically from academic institutions, and then applied its Humaneered technology to optimize them. The Company's lead product candidate, lenzilumab, and its other product candidate, ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Humanigen reported a net loss of $70.73 million for the 12 months ended Dec. 31, 2022, compared to a net loss of $236.65 million for the 12 months ended Dec. 31, 2021. As of March 31, 2023, the Company had $5.12 million in total assets, $54.84 million in total liabilities, and a total stockholders' deficit of $49.72 million. Ridgeland, Mississippi-based HORNE LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. INSULATED WALL: Seeks Cash Collateral Access -------------------------------------------- Insulated Wall Holdings, LLC asks the U.S. Bankruptcy Court for the Eastern District of Wisconsin for authority to use cash collateral and provide adequate protection. The Debtor is also requesting modification of the automatic stay pursuant to Section 362(d)(1) of the Bankruptcy Code to permit SouthStar Financial, LLC to apply the proceeds of factored invoices to its secured claim upon receipt of the invoices. First American Bank Corporation, SouthStar, the United States Department of the Treasury - Internal Revenue Service, the State of Wisconsin Department of Workforce Development, the State of Wisconsin Department of Revenue and Transcon Steel of Texas, Inc. may have an interest in the cash collateral. Due to the pandemic, the Debtor's commercial business significantly decreased. Annual sales fell from $2.3 million in 2020 to $1.3 million in 2022. However, residential construction has a better outlook. As sales decreased, costs did not decrease in direct proportion. The Debtor faces debts that it cannot timely pay. However, the Debtor now operates on a profitable basis. The Debtor's chapter 11 filing was due to First American Bank Corporation obtaining a judgment of approximately $740,000. The Debtor was unable to reach a resolution with First American so that the Debtor could continue its business. The Debtor filed chapter 11 to avoid First American's collection efforts that would immediately shut down the Debtor's business. SouthStar appears to have the only perfected liens against machinery, equipment and furniture. The Debtor believes that it will be fully paid from the four invoices totaling approximately $60,000 that were factored with SouthStar, leaving the ME&F submit only to the liens of the IRS and State of Wisconsin. After secured interests of SouthStar, the IRS and the State, the Debtor believes it has equity of more than $500,000 in ME&F that is not subject to a lien. First American has a lien against accounts receivable that are not factored, inventory and the note receivable to Wolf Real Estate. The approximate value of its collateral is $290,000. Preliminarily, its claim against the Debtor is unsecured in the amount of $450,000 and secured in the amount of $290,000. As adequate protection, the Debtor will grant all creditors with an interest in cash collateral replacement liens of the same priority to the same extent in the cash collateral as existed immediately before the Petition Date. To the extent that any Replacement Lien is insufficient to replace the cash collateral being used, the Debtor grants a post-petition lien on machinery, equipment and furniture to each creditor with a perfected interest in cash collateral in the same order of priority as the creditors had in relation to each other before the Petition Date. The Debtor will continue to maintain general property and liability coverage consistent with their coverage before the Petition Date and requirements under the loan documents with First American that existed as of the Petition Date with respect to its collateral. A copy of the motion is available at https://urlcurt.com/u?l=v0tNU5 from PacerMonitor.com. About Insulated Wall Holdings, LLC Insulated Wall Holdings, LLC manufacturers insulated walls that are sold to builders. It operates under the tradename, Wally Walls. It changed its business model from supplying insulated walls for commercial business construction to supplying residential construction. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wisc. Case No. 23-24709-gmh) on October 16, 2023. In the petition signed by David T. Wallach, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Evan P. Schmit, Esq., at Kerkman & Dunn, represents the Debtor as legal counsel. INTERNATIONAL LONGSHORE: Taps Pachulski Stang Ziehl as Counsel -------------------------------------------------------------- International Longshore & Warehouse Union seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Pachulski Stang Ziehl & Jones LLP as general bankruptcy counsel. The Debtors require legal counsel to: (a) assist, advise, and represent the Debtors in their consultations with estate constituents regarding the administration of the Chapter 11 cases; (b) assist, advise, and represent the Debtors in any manner relevant to their financing needs, asset dispositions, leases, and other contractual obligations; (c) assist, advise, and represent the Debtors in any issues associated with the assets, liabilities, and financial condition of the Debtors; (d) assist, advise, and represent the Debtors in the negotiation, formulation, and drafting of any plan of reorganization and disclosure statement; (e) assist, advise, and represent the Debtors in the performance of their duties and the exercise of their powers under the Bankruptcy Code, the Bankruptcy Rules, and any applicable local rules and guidelines; and (f) provide such other necessary advice and services as the Debtors may require in connection with the Chapter 11 cases. The hourly rates of the firm's counsel and staff are as follows: Debra I. Grassgreen $1,550 Jason H. Rosell $995 Victoria A. Newmark $1,175 Jonathan J. Kim $1,175 Edward A. Corma $725 Paralegals $545 The counsel has agreed to serve as general bankruptcy counsel to the Debtor, which is a non-profit labor organization, on a reduced hourly fixed rate of $950 for all attorney timekeepers. Counsel has also agreed to reduce its standard hourly rate for paraprofessionals by 20 percent. In addition, the firm will seek reimbursement for expenses incurred. The firm has received payments from the Debtors during the year prior to the petition date in the amount of $250,000 in connection with its prepetition representation of the Debtors. Jason Rosell, Esq., a partner at Pachulski Stang Ziehl & Jones, 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: Jason H. Rosell, Esq. PACHULSKI STANG ZIEHL & JONES LLP One Sansome Street, Suite 3430 San Francisco, CA 94104 Telephone: (415) 263-7000 Facsimile: (415) 263-7010 Email: jrosell@pszjlaw.com About The International Longshore and Warehouse Union The International Longshore and Warehouse Union (ILWU) is an international labor union that represents a wide range of workers on the West Coast of the United States, in Hawaii, and in British Columbia, Canada including dock workers, warehouse workers, tourism and hospitality workers, agricultural workers, miners, and others. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30662) on Sept. 30, 2023, with $1 million to $10 million in both assets and liabilities. William E. Adams, president, signed the petition. Jason H. Rosell, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the Debtor as legal counsel. INTUITION CONSULTING: Court OKs Cash Access on Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized The Intuition Consulting Firm, LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor asserts that it is allegedly a borrower on certain loans with the U.S. Small Business Administration, Byzfunder NY LLC, Crowdz/Supplier Success LLC, Epic Advance, Pearl Delta Funding, LLC, and Highland Hill Capital, LLC, which may assert security interests in certain of the Debtor's personal property. To provide adequate protection for the Debtor's use of cash collateral, the Lenders, to the extent they hold a valid lien, security interest, or right of setoff as of the Petition Date under applicable law, are granted a valid and properly-perfected lien on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as the Lenders' respective pre-petition collateral. As additional adequate protection, the Debtor will pay the SBA the amount of $1,000 on or before October 22, 2023, $1,000 on or before November 22, 2023, and thereafter, $2,575 on or before the 22nd day of December 2023 and each successive month until further Court order or until confirmation of a chapter 11 plan. As further adequate protection for any diminution in value of the SBA's interest by virtue of the imposition of the automatic stay, the SBA reserves the right to seek super-priority administrative expense claims with priority over all administrative expense claims and unsecured claims against the Debtor or its estate. A copy of the order is available at https://urlcurt.com/u?l=xxZmxM from PacerMonitor.com. About The Intuition Consulting The Intuition Consulting Firm, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-56107) on June 29, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Todd Hennings, Esq., at Macey, Wilensky & Hennings, LLP has been appointed as Subchapter V trustee. Judge Paul W Bonapfel oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's counsel. IVANTI SOFTWARE: Blackstone Fund Marks $249,099 Loan at 16% Off --------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $249,099 loan extended to Ivanti Software, Inc to market at $209,204 or 84% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien First Amendment Term Loan (1M US L+ 4%, 075%) to Ivanti Software, Inc. The loan matures on December 1, 2027. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. Ivanti Software, Inc. provides information technology services. The Company offers IT asset management, security, endpoint, and supply chain solutions. J.J. FULTON: Voluntary Chapter 11 Case Summary ---------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- J.J. Fulton Realty Corp. 23-43777 67 Saint Felix Street Brooklyn, NY 11217 451 Classon Corp. 23-43779 701 Fulton Street Brooklyn, NY 11217 449 Classon Corp. 23-43780 Business Description: Fulton Realty owns the properties located at 701 Fulton Street, 703 Fulton Street and 173 Lexington Avenue, Brooklyn, NY. 449 Classon owns the property at 449 Classon Avenue, Brooklyn, NY and 451 Classon owns the property at 451 Classon Avenue, Brooklyn, NY. All of the properties are currently subject to pending foreclosure proceedings in the state and federal courts. Chapter 11 Petition Date: October 18, 2023 Court: United States Bankruptcy Court Eastern District of New York Debtors' Counsel: Kevin Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave New York, NY 10017-5690 Email: knash@gwfglaw.com Each Debtor's Estimated Assets: $1 million to $10 million Each Debtor's Estimated Liabilities: $1 million to $10 million The petitions were signed by Juan P. Lopez as president. The Debtors failed to include in the petitions lists of their 20 largest unsecured creditors. Full-text copies of two of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/T6V5PBY/JJ_Fulton_Realty_Corp__nyebke-23-43777__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/QHMWNZA/451_Classon_Corp__nyebke-23-43779__0001.0.pdf?mcid=tGE4TAMA JDI DATA: Trustee Seeks to Hire Cyber Discovery as IT Consultant ---------------------------------------------------------------- Scott Brown, the Chapter 11 trustee for JDi Data Corporation, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Cyber Discovery Inc. as IT consultant. The Trustee tapped Cyber Discovery for the primary purpose of imaging and creating a forensic and working copy of all of the Debtor's data, including, but not limited to the Amazon Web Services data; and the Microsoft Azure and Office suite data, for future use by the Trustee and his professionals in connection with post-sale Estate administration, investigation and litigation. Cyber Discovery will be compensated at $190/hour plus reimbursement of pre-approved out-of-pocket expenses. As disclosed in the court filings, Cyber Discovery is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code; does not hold or represent an interest adverse to the Trustee or the Estate, and has no connections to the Trustee, the Debtor, its creditors, or any related or interested parties. The firm can be reached through: Oscar Delatorre CyberDiscovery Inc. 8306 Mills Drive #619 Miami, FL 33183 Phone: (786) 912-1187 About JDi Data Corporation JDi Data Corporation has developed innovative solutions for professionals within the insurance, risk, and legal communities. Its software solutions are designed to allow organizations to invest in tools that truly transform their day-to-day processes. The company is based in Fort Lauderdale, Fla. JDi Data sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11322) on Feb. 17, 2022, with $1 million to $10 million in both assets and liabilities. John Heller, chief restructuring officer, signed the petition. Judge Scott M. Grossman oversees the case. Moffa & Bierman represents the Debtor as legal counsel. Scott N. Brown is the Chapter 11 trustee appointed in the Debtor's bankruptcy case. The trustee tapped Bast Amron, LLP as bankruptcy counsel; Bilzin Sumberg Baena Price & Axelrod, LLP as special counsel; and KapilaMukamal, LLP as accountant. JM WAYS: Seeks to Hire Kroger Gardis & Regas as Legal Counsel ------------------------------------------------------------- JM Ways, LLC d/b/a Skyline Chili seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Kroger Gardis & Regas, LLP as its counsel. The firm's services include: a. preparing of filings and applications and conducting examinations necessary to the administration of these matters; b. providing advice regarding Debtors' rights, duties, and obligations as debtors-in-possession; c. performing legal services associated with and necessary to the day-today operations of the business, including, but not limited to, institution and prosecution of necessary legal proceedings, loan restructuring, and general business and corporate legal advice and assistance, all of which are necessary to the proper preservation and administration of the estate; d. representing and assisting the Debtor(s) in complying with the duties and obligations imposed by the Bankruptcy Code, the orders of this Court, and applicable law; e. representing the Debtors at hearings and other proceedings before this Court; f. negotiating, preparing, confirming, and implementing of a plan of reorganization; and g. taking any and all other necessary action incident to the proper preservation and administration of the state in the conduct of Debtors' business. The firm will charge these hourly fees: Weston E. Overturf, Partner $395 Harley K. Means, Partner $395 Anthony T. Carreri, Associate $350 Jason T. Mizzell, Associate $350 Deidre Gastenveld, Paralegal $175 As disclosed in court filings, Kroger, Gardis & Regas does not represent interests adverse to the Debtor or the bankruptcy estate in the matters upon which it is to be engaged. The firm can be reached through: Weston E. Overturf, Esq. Anthony T. Carreri, Esq. KROGER GARDIS & REGAS, LLP 111 Monument Cir # 900 Indianapolis, IN 46204 Phone: (317) 777-7439 Email: woverturf@kgrlaw.com About JMWays LLC JMWays LLC owns a building located on leased land having a current value of $1.2 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-90970) on October 6, 2023. In the petition signed by William Jacobs, managing partner, the Debtor disclosed $1,357,890 in assets and $1,545,419 in liabilities. Judge Andrea K. Mccord oversees the case. Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, represents the Debtor as legal counsel. JSMITH CIVIL: Hires Buckmiller Boyette & Frost as Counsel --------------------------------------------------------- JSmith Civil, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Buckmiller, Boyette & Frost, PLLC as counsel. The firm will represent and assist the Debtor in connection with the bankruptcy case, as well as the performance of its duties and responsibilities as a Debtor-in-Possession under the provisions of chapter 11 of the Bankruptcy Code and to advise and represent the estate and its interests generally throughout the administration of the Bankruptcy Case. The firm will be paid at these rates: Matthew W. Buckmiller $375 per hour Joseph Z. Frost $350 per hour Blake Y. Boyette $350 per hour Paralegals, Law Clerks, & Staff $65 to $160 per hour The firm will be paid a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph Z. Frost, Esq., a partner at Buckmiller, Boyette & Frost, PLL, 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: Joseph Z. Frost, Esq. Blake Y. Boyette, Esq. BUCKMILLER, BOYETTE & FROST, PLLC 4700 Six Forks Road, Suite 150 Raleigh, NC 27609 Tel: (919) 296-5040 Fax: (919) 977-7101 Email: jfrost@bbflawfirm.com bboyette@bbflawfirm.com About JSmith Civil, LLC JSmith Civil LLC is a Goldsboro contractor. JSmith Civil LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Banjr. E.D.N.C. Case No. 23-02734) on September 19, 2023. In the petition filed by Jeremy Smith, as president, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Debtor is represented by at Joseph Zachary Frost, Esq. at Buckmiller, Boyette & Frost, PLLC. JUBILEE INVESTMENTS: Gets Approval to Hire Texans as Bookkeeper --------------------------------------------------------------- Jubilee Investments, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Texans Tax Service as bookkeeper/tax preparer. The firm will render these services: (a) review the Debtor's finances and prepare financial statements; (b) prepare tax returns for the Debtor; and (c) perform other bookkeeping services related to the day-to-day operation of the Debtor's business. General bookkeeping is billed at $200 per month. Additional services are billed at $100 to $250 per hour depending on the complexity requiring research of law and regulations. In addition, the firm will seek reimbursement for expenses incurred. Curtis Schroeder, CPA, a member at Texans Tax Service, 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: Curtis Schroeder, CPA Texans Tax Service 21175 State Hwy 249, Suite 335, Houston, TX 77070 Telephone: (281) 782-0251 About Jubilee Investments Jubilee Investments, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-07159) on October 9, 2023, listing under $1 million in both assets and liabilities. Judge Paul Sala oversees the case. The Debtor tapped German Yusufov, Esq., at Yusufov Law Firm PLLC as its counsel and Curtis Schroeder at Texans Tax Service as bookkeeper/tax preparer. JUBILEE INVESTMENTS: Gets OK to Hire Yusufov Law Firm as Counsel ---------------------------------------------------------------- Jubilee Investments, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Yusufov Law Firm PLLC as bankruptcy counsel. The firm will render these services: (a) prepare and file a voluntary petition and the associated statements and schedules; (b) formulate and prepare a plan of reorganization and disclosure statement; (c) advise and assist the Debtor as to its powers and duties in the continued operation of its affairs; and (d) perform other legal services relating to the administration and conduct of the Debtor's estate and its efforts to reorganize. The firm received a retainer in the total amount of $6,750. The hourly rates of the firm's counsel and staff are as follows: German Yusufov $350 Legal Assistant $175 In addition, the firm will seek reimbursement for expenses incurred. German Yusufov, Esq., an attorney at Yusufov Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: German Yusufov, Esq. Yusufov Law Firm PLLC 5151 E. Broadway Blvd., Suite 1600 Tucson, AZ 85711 Telephone: (520) 745-4429 Email: bankruptcy@yusufovlaw.com About Jubilee Investments Jubilee Investments, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-07159) on October 9, 2023, listing under $1 million in both assets and liabilities. Judge Paul Sala oversees the case. The Debtor tapped German Yusufov, Esq., at Yusufov Law Firm PLLC as its counsel and Curtis Schroeder at Texans Tax Service as bookkeeper/tax preparer. JUICE ROLL UPZ: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Juice Roll Upz, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay its reasonable expenses it incurs during the ordinary course of its business of sell goods to retail businesses. The Debtor is owned by Joshua Tongco and Leilanie Tongco, who are husband and wife. Prior to August 2023, the Debtor employed about 10 individuals who assisted with this process. In anticipation of filing the case, the staff of the Debtor was reduced to the Tongcos and one employee. Joshua Tongco is running everything in the warehouse and Leilanie Tongco and another employee run the "cleanroom" and assembly. The Debtor's income has dropped in the last year, and dropped from the year before that. In 2021, the Debtor grossed approximately $2.318 million with profit of $164,290. In 2022, the Debtor grossed $1.764 million with a net loss. As of this year, total income for the company totaled $1.2 million with profit of $25,134. The Debtor continues to have regular business and believes the market will begin to increase again. To that extent they have reduced their staff to increase profits. The Debtor maintains a leasehold interest in 9674 Hermosa Avenue, Rancho Cucamonga, California 91730. This lease has been renewed for another three years prior to the filing of the petition. The Debtor owns a total of approximately $139,965 split between cash, various bank accounts and levied funds. The Debtor deposited $25,000 with their landlord at the beginning of the lease. This amount is subject to offset by the landlord. The Debtor's debts consist of the following: -- Small Business Administration: The totality of the Debtor's assets are secured by the lien of the Small Business Administration which, as of the filing of the petition, totals approximately $2.1 million. This is the senior lien secured on October 15th, 2021 and is under-secured by the value of the corporation consisting of its business goodwill, tangible and intangible assets. -- MCA Lenders: The Debtor incurred several loans secured by the receivables of the corporation by UCC-1 notices. The total of these liens is $722,124. The amounts and ages of the liens are as follows: -- Blue Rock Capital Group, LLC. $232,500. -- Forward Financial, LLC. $84,700. -- Fundfi Merchant Funding, LLC. $189,894. -- GBR Funding West, Inc. $161,000. -- Bluevine, Inc. $54,030. -- County of San Bernardino: The County of San Bernardino has a claim, presumed to be secured of $5,462. -- Toyota Financial Services: Toyota has a claim secured to one of the vehicles. -- Unsecured Obligations: The Debtor owes a total of $242,883 in other unsecured obligations. The major events precipitating the Chapter 11 Bankruptcy Filing are the acquisition and servicing requirements of the MCA Lenders and two subsequent lawsuits that threaten the ability of the Debtor to operate. The Debtors dispute and have a claim as against Blue Rock for fraud in the inducement as they were promised $350,000 to $500,000 in cash but were only given $150,000 in exchange for paying off some loans prior to funding. The payoff of those loans based on that inducement, caused a cascade effect upon the Debtor's finances necessitating the filing. The Debtor proposes to give to its Secured Creditors a post-petition replacement lien on all of its post-petition assets based on the priority and up to the cash value of the cash collateral actually used post-petition of each of its Secured Creditors. The Debtor is offering to its first priority secured creditor, the Small Business Administration, a monthly adequate protection payment of $9,868 which payment will be due by the 10th of each month beginning November 10th, 2023. A copy of the motion is available at https://urlcurt.com/u?l=QmF7nk from PacerMonitor.com About Juice Roll Upz, Inc. Juice Roll Upz, Inc. is a manufacturer of e-liquids and vape juices. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12077) on October 10, 2023. In the petiion signed by Joshua Tongco, president, the Debtor disclosed $497,964 in assets and $3,103,919 in liabilities. Judge Theodor Albert oversees the case. Anerio Ventura Altman, Esq., at Lake Forest Bankruptcy, represents the Debtor as legal cousel. JUSTHAM CUSTOM: Seeks to Hire Bradford Law Offices as Legal Counsel ------------------------------------------------------------------- Justham Custom Homes, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Bradford Law Offices to handle its Chapter 11 case. Bradford Law Offices' hourly rates are as follows: Attorney time outside court $450 Attorney time in court $450 Paralegal time $185 The Debtor agrees to make initial deposit in the amount of $22,500 upon the execution of the agreement. Danny Bradford, Esq., an attorney at Bradford Law Offices, 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: Danny Bradford, Esq. BRADFORD LAW OFFICES 455 Swiftside Drive, Suite 106 Cary, NC 27518-7198 Telephone: (919) 758-8879 Email: Dbradford@bradford-law.com About Justham Custom Homes, LLC Justham Custom Homes, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-02858) on Oct. 3, 2023, listing under $1 million in both assets and liabilities. Danny Bradford, Esq. at Paul D. Bradford, PLLC represents the Debtor as counsel. KAFHAYAAYNSAD ENTERPRISE: Mark Schlant Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Mark Schlant, Esq., at Zdarsky, Sawicki & Agostinelli, LLP as Subchapter V trustee for Kafhayaaynsad Enterprise, LLC. Mr. Schlant will be paid an hourly fee of $275 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Schlant declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark J. Schlant, Esq. Zdarsky, Sawicki & Agostinelli, LLP 1600 Main Place Tower 350 Main St. Buffalo, NY 14202 Phone: (716) 855-3200 Email: mschlant@zsalawfirm.com About Kafhayaaynsad Enterprise Kafhayaaynsad Enterprise, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 23-10989) on October 4, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Carl L. Bucki oversees the case. Scott J. Bogucki, Esq. of Gleichenhaus, Marchese & Weishaar, PC represents the Debtor as legal counsel. KALABAR TRANSPORTATION: Hires Jones & Walden as Legal Counsel ------------------------------------------------------------- Kalabar Transportation, LLLP seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Jones & Walden, LLC as its legal counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations; (d) consulting with and representing the Debtor with respect to a Chapter 11 plan; (e) performing legal services incidental and necessary to the day-to-day operations of the Debtor's business; and (f) taking all other actions incident to the proper preservation and administration of the Debtor's estate and business. The firm has stated present fee rates of $250 to $425 per hour for attorneys and $110 to $250 per hour for paralegals and law clerks Cameron McCord, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Cameron M. McCord, Esq. 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: cmccord@joneswalden.com About Kalabar Transportation, LLLP Kalabar Transportation, LLLP sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-59345) on Sep. 26, 2023, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Cameron M. McCord, Esq. at Jones & Walden, LLC represents the Debtor as counsel. KNOWLAND GROUP: Saratoga Marks $15.8MM Loan at 39% Off ------------------------------------------------------ Saratoga Investment Corporation has marked its $15,878,989 loan extended to Knowland Group LLC to market at $9,754,463 or 61% of the outstanding amount, as of August 31, 2023, according to a disclosure contained in Saratoga's Form 10-Q for the Quarterly Period ended August 31, 2023, filed with the Securities and Exchange Commission on October 10, 2023. Saratoga is a participant in a Second Lien Term Loan (3M USD TERM SOFR+ 8%, 3% Payment In Kind) to Knowland Group LLC. The loan accrues interest at 16.55% per annum. The loan matures on December 31, 2024. Saratoga Investment Corporation classified the Investment as Non-income producing at February 28, 2023. Saratoga Investment Corp is a non-diversified closed end management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company under the Investment Company Act of 1940, as amended. The Company commenced operations on March 23, 2007 as GSC Investment Corp. and completed the initial public offering on March 28, 2007. The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Knowland is a web-based software company that provides business development products and services to the hospitality industry. KRATON CORP: Moody's Rates New $300MM First Lien Term Loan 'Ba3' ---------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to Kraton Corporation's ("Kraton") proposed $300 million senior secured first-lien term loan. Kraton's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, as well as the Ba3 rating on the existing senior secured first-lien term loan remain unchanged. The Ba3 rating on the Euro senior secured first-lien term loan facility under Kraton Polymers Holdings B.V. also remain unchanged. The rating outlook on both entities remain negative. RATINGS RATIONALE Kraton's $300 million incremental senior secured first-lien term loan proceeds will help pay down $255 million its outstanding ABL revolver (as of June 2023) and increase the company's liquidity to nearly $295 million, a meaningful improvement from the $82 million liquidity at the end of June. The remaining proceeds will be used to repay a portion of its $326 million Euro term loan. The negative outlook continues to reflect the challenging market environment including weak demand and increased supply in Asia for the Styrenic Block Copolymers ("SBC") segment, elevated feedstock costs and competing alternatives for the Pine Chemicals segment. Moody's expects Kraton's earnings in 2023 will be significantly below the record levels of the prior two years and adjusted Debt/EBITDA (excluding company adjustment for raw material replacement cost) to trend towards six times from below four times in 2022. Management is taking actions to reduce costs, preserve working capital and improve financial flexibility, while expecting a slow recovery in 2024. In particular, Polymer segment is impacted by lower demand volumes, declining average selling prices partly due to lower raw material costs and high cost inventory being sold into a lower price environment. Pine chemicals segment faces the challenges of limited CTO supply and demand softness in adhesives applications, despite strong profit margins. Kraton's Ba3 CFR is constrained by performance volatility and working capital swings due to large movements in raw material prices, such as butadiene and styrene, some risk of product substitution in pine chemicals given the competing hydrocarbon alternatives, as well as risk of unexpected production outages. Its business performance is affected by cyclical end markets such as construction, automotive and oilfield, as well as competitive pricing in SBC and pine based chemicals. Lower operating rates resulting from scheduled maintenance and turnaround activity could lead to lower fixed cost absorption and lower earnings. Kraton's Ba3 CFR remains supported by its leading market positions in styrenic block copolymers (SBC) and pine based specialty chemicals. The company benefits from its long lived customer and supplier relationships, diverse end-markets and customers, both hydrocarbon and renewable raw materials. Its investment in high-margin products and improved specialty offerings have contributed to margin improvements. Additionally, the company has committed to lowering working capital with prudent capital expenditures and cost management in the current economic cycle. Moody's expects Kraton to generate nearly $300 million mid-cycle EBITDA, an average debt/EBITDA close to four times and free cash flow generation to buffer against cyclical demand. Additionally, Kraton's rating is calibrated based on its standalone credit profile without the assumption of large capital expenditure or excessive shareholder distributions under the ownership of DL Chemical. Environmental, social and governance factors are also factored in Kraton's rating. Kraton's CIS-4 mainly reflects the negative effect of its aggressive financial strategy, concentrated ownership after its acquisition by DL Chemical in 2021, as well as a history of production disruptions by hurricanes, risks associated with the limited supply of crude tall oil and waste and pollution from its production processes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be downgraded, if its EBITDA margin does not improve from trough levels over the next year, debt leverage sustains over 4.5x, or there is a lack of free cash flow generation. A rating upgrade, which is unlikely given the negative outlook, would require that Kraton's improves its earnings stability, reduces adjusted debt/EBITDA sustainably below 3.5x and maintains Retained Cash Flow/debt above 15%. Kraton Corporation, headquartered in Houston, Texas, is a major global producer of styrenic block copolymers (SBCs), which are synthetic elastomers used in industrial and consumer applications to impart favorable product characteristics such as flexibility, resilience, strength, durability and processability. Major end uses for Kraton's Polymer segment products include personal care products, packaging and films, medical applications, adhesives, sealants, coatings, paving, roofing and compounds. In January 2016, Kraton acquired Arizona Chemical Holdings Corporation, a producer and seller of pine based specialty chemicals for use in end-markets including adhesives, fuel additives and roads. The company generated revenues of about $2.2 billion in 2022. In March 2022, DL Chemical Co., Ltd., a subsidiary of DL Holdings Co., Ltd., completed the acquisition of Kraton for about $2.5 billion in enterprise value. The principal methodology used in this rating was Chemicals published in June 2022. LASERSHIP INC: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on LaserShip Inc.'s (doing business as OnTrac) to stable from negative and affirmed its 'CCC+' issuer credit rating. S&P said, "At the same time, we affirmed our 'CCC+' issue-level rating on OnTrac's senior secured first-lien debt and our 'CCC-' issue-level rating on its senior secured second-lien debt. "The stable outlook reflects our view that the increased availability under its revolving credit facility will be sufficient to cover its modest near-term cash flow deficits. Despite the softer macroeconomic environment and higher interest rates, we expect OnTrac will gradually improve its cash flow supported by rising volumes. "OnTrac's incremental debt issuance has alleviated our liquidity concerns. The company's recent issuance of a non-fungible $125 million first-lien term loan add-on, which it used to pay off its outstanding revolver borrowings and add $16 million of cash to its balance sheet, has improved its liquidity position. We now expect the $125 million revolving credit facility will remain fully available, even during the company's peak seasonal working capital usage period, because we anticipate it will instead rely on the $100 million accordion under its receivables securitization facility, which features cheaper pricing. We still expect OnTrac will generate negative reported free operating cash flow (FOCF) of $84 million (incorporating its seasonal working capital needs) for the last six months of 2023 and negative FOCF of $43 million in 2024. However, we believe the company now has sufficient cash balances and availability under its revolving credit facility to cover any shortfalls until 2025, when we expect it will generate breakeven FOCF. "We expect OnTrac will benefit from higher volumes and its improved cost structure, though we continue to forecast it will generate negative reported FOCF in 2023 and 2024. After acquiring OnTrac Logistics Inc.'s operations in 2021, the company incurred about $100 million of capital expenditure in 2022 to expand its network capacity by about 100 million units per year. This included adding new facilities and expanding its capacity at existing facilities by installing new and more-efficient material handling equipment. Moreover, leveraging its presence on both U.S. coasts, the company introduced transcontinental services in 2022 before expanding into Texas, where it commenced operations in July 2023. OnTrac is now aggressively filling its available incremental network capacity and expanded geographic reach to win new customers and gain wallet share from existing ones. "These moves have started to benefit the company's volumes, which expanded at a faster-than-expected rate (16% vs 10%) during the first eight months of 2023. As OnTrac continues to expand its volumes, we expect its improving operating leverage will support its profitability. Recently, management implemented some cost-containment initiatives to cut expenses, though these reductions were somewhat offset by the higher rents and office expenses related to its new facilities. Based on the above factors, we now expect OnTrac's S&P Global Ratings-adjusted EBITDA will be about $18 million-$20 million higher per year in 2023 and 2024 than we previously forecast." That said, the company's new issuance to shore up its liquidity will lead to added annual interest costs of about $4.4 million because the pricing on the add-on term loan is higher than on the revolver facility it is repaying. S&P said, "Furthermore, elevated benchmark interest rates, which we expect will remain high for a longer period than we previously assumed, have increased its annual interest burden by about $30 million relative to our earlier estimates. Combined, these adjustments preclude any improvement in OnTrac's reported FOCF, which leads us to continue to expect negative FOCF of about $125 million in 2023 and about $43 million in 2024." S&P expects persistent weak macroeconomic conditions will pressure OnTrac's pricing in 2023. Despite reporting a stronger-than-expected increase in its volumes due to new customer additions and wallet share gains, the company is experiencing difficulty in translating this into higher revenue per piece (RPP) for its package delivery services. Weaker demand conditions in 2023, due to the shift in consumer preferences toward services and away from e-commerce, are keeping delivery rates in check. Moreover, S&P expects the promotional rates OnTrac is offering some of its customers to opportunistically fill its capacity will further pressure its RPP. These factors led OnTrac to report flat RPP (excluding fuel surcharges) during the first six months of 2023 relative to same period last year. The company is generally viewed as a lower-cost alternative to larger and established national package delivery players, like UPS and FedEx. If OnTrac increases its rates, its pricing gap relative to these players narrows, which limits its ability to compete on price. Therefore, S&P expects OnTrac will have limited ability to raise its rates or apply peak season surcharges, given our forecast for a weaker 2023 holiday season. S&P said, "The stable outlook reflects our view that the increased availability under the company's revolving credit facility will be sufficient to cover its modest near-term cash flow deficits. Despite the softer macroeconomic environment and higher interest rates, we expect OnTrac will gradually improve its cash flow supported by rising volumes." LAWRENCE COUNTY: Case Summary & 10 Unsecured Creditors ------------------------------------------------------ Debtor: Lawrence County Hospitality, LLC d/b/a Stetar's Restaurant 325 Geri St. Lawrenceburg, TN 38464 Chapter 11 Petition Date: October 19, 2023 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 23-03820 Judge: Hon. Marian F. Harrison Debtor's Counsel: Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ 908 Harpeth Valley Place Nashville, TN 37221 Tel: 615-256-8300 Fax: 615-255-4516 Email: slefkovitz@lefkovitz.com Total Assets: $179,172 Total Liabilities: $2,244,591 The petition was signed by Mike Stetar as president/CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XRN55TQ/Lawrence_County_Hospitality_LLC__tnmbke-23-03820__0001.0.pdf?mcid=tGE4TAMA LEXARIA BIOSCIENCE: Granted Two New Patents in Canada ----------------------------------------------------- Lexaria Bioscience Corp. announced it has been granted two new patents by the Canadian Intellectual Property Office ("CIPO"), increasing Lexaria's complete patent portfolio to 37 granted patents. Canadian Patent #2,984,917, "Stable Ready-to-drink Beverage Compositions Comprising Lipophilic Active Agents" was granted on Sept. 26, 2023, and expires Dec. 1, 2036. This patent recognizes Lexaria's innovations in delivering lipophilic (fat-based) active drugs and active molecules suspended in a water-based format. Lexaria's DehydraTECH technology can be used in both dry formats such as capsules and pills, as well as in liquid formats such as drops, tinctures and also beverages including consumer beverages. This is Lexaria's 6th granted patent in its patent family #3. Canadian patent #3,111,082, "Lipohilic Active Agent Infused Tobacco Leaves and/or Tobacco Materials and Methods of Use Thereof" was granted on Aug. 29, 2023, and expires on Sept. 13, 2039. This patent recognizes Lexaria's innovations in infusing tobacco leaves directly with drugs or active molecules such as nicotine with or without cannabinoids for potential applications such as treating nicotine addiction. This is Lexaria's 1st granted patent in its patent family #14. Lexaria has also filed for international patent protection for DehydraTECH-powered oral-nicotine following the earlier 2023 award of this patent class in the USA. About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients using its patented DehydraTECH drug delivery technology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. Lexaria said in its Quarterly Report on Form 10-Q for the period ended May 31, 2023, that "Since inception, the Company has incurred significant operating and net losses. Annual losses attributable to shareholders were $7.4 million (2022), $4.2 million (2021) and $4.1 million (2020). As of May 31, 2023, we had an accumulated deficit of $44.5 million. We expect to continue to incur significant operational expenses and net losses in the upcoming 12 months. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of our R&D studies and corporate expenditures, additional revenues received from the licensing of our technology, if any, and the receipt of payments under any current or future collaborations we may enter into. The recurring losses and negative cash flows from operations raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not contain any adjustments that might result for this uncertainty." LEXARIA BIOSCIENCE: Shareholders Approve Stock Split Proposal ------------------------------------------------------------- Lexaria Bioscience Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it held its special shareholder meeting during which the stockholders approved a reverse stock split with such ratio to be not less than two current shares for one post reverse stock split share and no more than 12 current shares for one post reverse stock split. About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients using its patented DehydraTECH drug delivery technology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. Lexaria said in its Quarterly Report on Form 10-Q for the period ended May 31, 2023, that "Since inception, the Company has incurred significant operating and net losses. Annual losses attributable to shareholders were $7.4 million (2022), $4.2 million (2021) and $4.1 million (2020). As of May 31, 2023, we had an accumulated deficit of $44.5 million. We expect to continue to incur significant operational expenses and net losses in the upcoming 12 months. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of our R&D studies and corporate expenditures, additional revenues received from the licensing of our technology, if any, and the receipt of payments under any current or future collaborations we may enter into. The recurring losses and negative cash flows from operations raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not contain any adjustments that might result for this uncertainty." LITTLE MANUEL'S: Seeks to Hire E. Vincent Wood as Counsel --------------------------------------------------------- Little Manuel's, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Law Offices of E. Vincent Wood as counsel. The firm's services include: a. consulting with Debtor concerning its present financial situation, Debtor's realistic achievable goals, and the efficacy of various forms of bankruptcy to achieve its goals; b. preparing the documents necessary to commence the bankruptcy case; c. advising Debtor concerning his duties as debtor-in-possession in Chapter 11; d. identifying, prosecuting, and defending claims and causes of actions assertable by or against the estate; e. preparing applications, motions, answers, briefs, records, reports, notices, proposed orders, and other papers in connection with administration of the estate, including the formulation of the Chapter 11 plan, drafting the plan and disclosure statement, and prosecuting legal proceedings to seek confirmation of the plan; f. if necessary, preparing, and prosecuting pleadings to avoid preferential transfers or transfers deemed fraudulent as to creditors, motions for authority to borrow money, sell property, or compromise claims and objections to claims; and g. taking all necessary action to protect and preserve the estate, and all other legal services requested. The firm will be paid at these rates: E. Vincent Wood, Attorney $425 per hour Nicole Zorrilla, Paralegal $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer fee is $7,500. Vincent Wood, Esq., disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Vincent E. Wood, Esq. LAW OFFICES OF E. VINCENT WOOD 2950 Buskirk Ave., Suite 300 Walnut Creek, CA 94597 Tel: (925) 278-6680 Fax: (925) 955-1655 Email: vince@woodbk.com About Little Manuel's, Inc. Little Manuel's, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-41120) on September 6, 2023. In the petition signed by Michelle Sidrian, chief executive officer and shareholder, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Charles Novack oversees the case. E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood, represents the Debtor as legal counsel. LOCAL 8 INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Local 8, International Longshoremen's and Warehousemen's Union 2435 NW Front Ave Portland, OR 97209 Business Description: The Debtor is a labor union which primarily represents dock workers. Chapter 11 Petition Date: October 18, 2023 Court: United States Bankruptcy Court District of Oregon Case No.: 23-32366 Judge: Hon. Peter C. Mckittrick Debtor's Counsel: Susan S. Ford, Esq. SUSSMAN SHANK LLP 1000 SW Broadway Suite 1400 Portland, OR 97205 Tel: 503-227-1111 Email: sford@sussmanshank.com Total Assets: $394,481 Total Liabilities: $1,017,820 The petition was signed by Troy L. Mosteller as secretary/treasurer. 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/CSA445A/Local_8_International_Longshoremens__orbke-23-32366__0001.0.pdf?mcid=tGE4TAMA LOYALTY VENTURES: 88% Markdown for Blackstone Fund's $490,00 Loan ----------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $490,359 loan extended to Loyalty Ventures, Inc to market at $60,804 or 12% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Term Loan (Prime + 3.50%) to Loyalty Ventures, Inc. The loan matures on November 3, 2027. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. Loyalty Ventures Inc. provides tech-enabled, data-driven consumer loyalty solutions. It helps companies increase shopper traffic and customers by providing data and technology to manage customer loyalty programs. LUMEN TECHNOLOGIES: Blackstone Fund Marks $1.4MM Loan at 23% Off ---------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $1,440,801 loan extended to Lumen Technologies, Inc to market at $1,115,720 or 77% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Term Loan (1M US SOFR + 2.25%) to Lumen Technologies, Inc. The loan matures on March 15, 2027. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company’s smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. MADARIPUR LLC: Seeks to Tap Thomas Farinella as Bankruptcy Counsel ------------------------------------------------------------------ Madaripur, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Office of Thomas A. Farinella, PC as counsel. The firm will render these services: (a) assist the Debtor in administering this case; (b) make such motions or take such action as may be appropriate or necessary under the Bankruptcy Code; (c) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as it deems appropriate; (d) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiate with the Debtor's creditors in formulating a plan of reorganization for it in this case. (f) draft and prosecute the confirmation of the Debtor's plan of reorganization in this case; and (g) render such additional services as the Debtor may require in this case. The hourly rates of the firm's counsel and staff are as follows: Attorneys $500 Clerks and Paraprofessionals $200 The firm received an initial retainer of $8,500 plus the filing fee of $1,738. Thomas Farinella, Esq., a member of the Law Office of Thomas A. Farinella, 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: Thomas A. Farinella, Esq. Law Office of Thomas A. Farinella, PC 260 Madison Avenue, 8th Floor New York, NY 10016 Telephone: (917) 319-8579 Email: tf@lawtaf.com About Madaripur LLC Madaripur, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43559) on Oct. 2, 2023. In the petition signed by Suves C. Bairagi, principal, the Debtor disclosed under $1 million in both assets and liabilities. Judge Elizabeth S. Stong presides over the case. The Law Office of Thomas A. Farinella, PC serves as the Debtor's counsel. MINIM INC: Board Appoints BF Borgers as Auditor ----------------------------------------------- Minim Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Audit Committee of the Board of Directors engaged BF Borgers CPA PC and appointed the firm as Minim's independent registered public accounting firm for the Company's fiscal year ended Dec. 31, 2023. The Company said that during its two most recent fiscal years ended Dec. 31, 2022 and Dec. 31, 2021, and for the subsequent interim periods, neither the Company nor anyone on its behalf consulted BF Borgers regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that BF Borgers concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K. About Minim Inc. Minim was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections. Headquartered in Manchester, New Hampshire, Minim holds the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax adapters and mesh home networking devices. On Aug. 17, 2023, Minim received a letter from The Nasdaq Stock Market LLC stating that, because the Company has not filed its Form 10-Q for the period ended June 30, 2023 with the Securities and Exchange Commission, the Company is not in compliance with Nasdaq's rules for continued listing under Nasdaq Listing Rule 5250. Rule 5250 requires, in part, that listed companies timely file all required periodic financial reports with the Commission. The non-compliance resulted from the Company's inability to timely appoint an audit committee to review the financial statements required to be included in its Form 10-Q for the period ended June 30, 2023 and the Company's Form 10-Q for the period ended March 31, 2023. Minim reported a net loss of $15.55 million in 2022 following a net loss of $2.20 million in 2021. Boston, Massachusetts-based RSM US LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2023, citing that Company has suffered recurring losses and negative cash flows from operations and will need additional funding within the next twelve months. This raises substantial doubt about the Company's ability to continue as a going concern. MKS INSTRUMENTS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Negative ------------------------------------------------------------------- Fitch Ratings has affirmed MKS Instruments, Inc.'s Long-Term Issuer Default Rating (IDR) at 'BB+'. Fitch has also affirmed the senior secured term loan B rating at 'BBB-' and revised the recovery rating to 'RR2' from 'RR1'. The Rating Outlook is revised to Negative from Stable. The Negative Rating Outlook reflects lower than previously forecast EBITDA from weakness in 1H23 end market demand and the 1Q23 Ransomware event resulting in higher forecast EBITDA leverage compared to Fitch's prior review. Fitch could return the Outlook to Stable as MKS makes discretionary gross debt repayments from FCF that result in MKS' leverage returning to within its rating sensitivity boundaries during the typical 12-24 month Outlook period. KEY RATING DRIVERS Leverage Above Sensitivity: Fitch forecasts EBITDA Leverage of 5.8x at YE 2023, notably above MKS' downgrade sensitivity of 3.5x and 4.5x previously forecast YE 2023 level at the time of the last rating review. The increase in leverage is not considered structural as it resulted from M&A, which is being followed by a delivering period. The Negative Outlook considers the difference in credit profiles from the prior review that results in a reduced expected deleveraging pace. Accelerating Debt Repayments: Consistent with MKS' stated financial policy, Fitch anticipates MKS will make discretionary debt repayments to reduce its gross debt towards its 2.0x long-term gross debt target. FCF forecast between $400 million-$550 million annually between 2024-2026 provides means to make accelerated debt repayments. Usage of FCF that does not reasonably emphasize discretionary debt repayments while leverage its outside of Fitch's sensitivity levels, could negatively affect MKS' credit profile. Profitability: MKS' profitability, measured by EBITDA margins, which are forecast to be in the mid-high 20% over the rating horizon, are a strength of MKS' credit profile. Even EBITDA margins, which decreased below 20% in 1Q23 having been affected by the Ransomware event, remain strong for the MKS' rating category. The benefit to MKS' credit profile of its EBITDA margin levels is tempered by the historic cyclical exposure of MKS' revenues, which was recently demonstrated by the impact of the broad industry reduction in wafer fab equipment spending. MKS' level of exposure to cyclicality in the semiconductor industry benefits from the Atotech acquisition as it provides direct exposure to semiconductor manufacturing volumes, in contrast to capital equipment spending, as well as to markets outside of semiconductors. Atotech Diversification Benefits: The integration of Atotech reduces MKS' customer concentration and continues its expansion into markets less correlated with the semiconductor industry; previous acquisitions introduced exposure to life sciences, advanced electronics manufacturing, industrial technology, advanced research, quantum computing and defense. Diversification has improved for MKS, but it still remains a credit profile consideration. Synergies from the Atotech have achieved annualized cost synergies of over $30 million through 2Q23. MKS is on track to achieve its cost synergy target of $55 million within 18 to 36 months post-close. Ransomware Impact Fading: By the end of 3Q23, MKS expects to have largely recovered the estimated $160 million of lost revenues in 1Q23 attributable the to the Ransomware event. Fitch anticipates MKS to add some costs related to increased spending on cybersecurity going forward, but does not expect any further affects from the incident that could be material to MKS credit profile. Beneficial Secular Tailwinds: MKS benefits from increasing technological intensity and complexity across sectors that generates demand for precision manufacturing and process control. In addition, demand secular growth is supported by trends towards miniaturization, higher densities, expanded use cases and new materials across a variety of applications including printed circuit boards, digital displays, electronics packaging, solar panels, fiber optics, materials processing, quantum computing and medical technologies. Fitch expects the secular dynamics MKS is exposed to, to support mid-cycle organic growth of 4%-6% per annum and to extend MKS competitive advantages as technological capability, breadth of product portfolio, and deep partnerships with customers serve as increasing points of advantage. Customer Collaboration: MKS' product offerings are generally incorporated into customer product designs, reducing substitutability risk and in turn leading to increased revenue visibility and longer-term customer relationships. Revenue visibility is also supported by MKS' consumables and services revenues, which are highly recurring and through 1H23 accounted for 40% of MKS' sales mix. Recovery Rating Revision: The recovery rating revision to 'RR2' from 'RR1' is due MKS' level of secured gross leverage. Fitch forecasts this to exceed 5.25x, corresponding to 50% greater than the midpoint of 'BB' category leverage expectations in the technology sector. DERIVATION SUMMARY Compared to 'BB+' rated peer Amkor Technology Inc. (BB+/Stable), both Amkor and MKS' business profile benefits from respective technological leadership positions and cyclicality with exposure to the semiconductor supply chain. Amkor's scale measured by revenue is almost twice MKS' but FCF is comparable to modestly stronger for MKS reflecting MKS' higher margin and lower capital intensity business. Amkor's leverage of approximately 1x is meaningfully below MKS' current post Atotech acquisition leverage. TTM Technologies, Inc. (BB/Stable), Coherent Corp. (BB/Stable) and Entegris (BB/Stable) have credit profiles that are impacted to a greater extent than MKS by end-market cyclicality. Similarly to MKS these peers are positioned to benefit from secular trends, such as expanding use cases into new end-markets as well as growing technological complexity. MKS has comparable EBITDA margin levels to Coherent and Entegris, while TTM's EBITDA margins trail the peer group in the mid-teens'. Similar to MKS, Entegris currently has a leverage level above its downgrade sensitivity, which relates to its acquisition of CMC Materials. Compared to KLA Corporation (A-/Stable), KLA's revenue scale is over $10 billion annually, which along with EBITDA margins in the mid 40%s, generated FCF of approximately $2.6 billion in its last fiscal year end, which is materially greater than MKS'. KLA's business profile also benefits from a significant installed base that drives meaningful recurring service revenue. KEY ASSUMPTIONS - Semiconductor end market revenue growth begins to improve in 2024 and through 2025 supported by recovery wafer fab equipment spending. Longer-term end-market growth in the mid-single digits; - Electronics and Packaging end market revenue growth in excess of Fitch GDP estimates consistent with demand for electronics rebounding after a 2023 decline and growing advanced packaging demand; - Specialty Industrial end market revenue growth informed by Fitch's 'Global Economic Outlook - September 2023'; - EBITDA margins in 2023 informed by 1H23 results with 2H23 forecast more aligned higher 2Q23 results. Modest margin improvements during remainder of forecast assumes completion of $55 million Atotech synergies, improving operating leverage and continued cost management; - Cash held in excess of approximately $900 million is predominantly used for discretionary debt repayments in line with MKS' stated commitment to pay down debt towards its 2.0x long-term leverage target; - Capex spending reduced in 2023 informed by 2Q23 YTD results. Capex in 2024 and the remainder of the forecast in line with historic spending levels between 3.5%-4%; - Tuck-in acquisition within semi-conductor end market segment closing during 2026 with total cash consideration of $200 million, completed at 3.5x Enterprise Value/revenue multiple; - Base interest rates applicable to the company's outstanding variable rate debt obligations reflects current SOFR forward curve declining from 5.25% to 3.75% by the end of the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Reduced volatility of profitability; - EBITDA Leverage sustained below 2.75x; - Demonstrated organic revenue growth trend in high single digits. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA Leverage sustained above 3.5x. - (Cash flow from operations - Capex)/Debt below 15%; - Sustained revenue declines, margin compression or decreased competitive advantage. LIQUIDITY AND DEBT STRUCTURE Clear Liquidity: At 2Q23 MKS' liquidity position was approximately $1.25 billion consisting of $757 million in cash and equivalents and an undrawn $500 million revolving credit facility. MKS' liquidity position is expected to benefit from positive FCF generation through Fitch's forecast period. MKS' faces no near-term refinancing risk with its next maturity being in 2027, when its revolving credit facility an $1 billion term loan tranche mature. Future refinancing risk is reduced by the amortization features of its term loan facilities. ISSUER PROFILE MKS provides process control and precision manufacturing solutions. Primary served markets include semiconductor manufacturing, industrial technologies, electronics and packaging and specialty industrial 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 ----------- ------ -------- ----- MKS Instruments, Inc. LT IDR BB+ Affirmed BB+ senior secured LT BBB- Affirmed RR2 BBB- MLN US HOLDCO: 76% Markdown for Blackstone Fund's $854,000 Loan --------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $854,492 loan extended to MLN US HoldCo LLC to market at $205,078 or 24% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Term Loan B (3M US SOFR + 4.50%) to MLN US HoldCo LLC. The loan matures on November 30, 2025. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. 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. MOLEKULE INC: Seeks to Hire Shraiberg Page as Bankruptcy Counsel ---------------------------------------------------------------- Molekule, Inc. and Molekule Group, Inc. seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Shraiberg Page P.A. as its general bankruptcy counsel. The firm will render these services: (a) advise the Debtor generally regarding matters of bankruptcy law in connection with this case; (b) advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules; (c) represent the Debtor in all proceedings before this court; (d) prepare and review legal documents arising in this case; (e) negotiate with creditors, prepare, and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and (f) perform all other legal services for the Debtor, which may be necessary herein. The hourly rates of the firm's counsel and staff are as follows: Bradley Shraiberg, Esq. $600 Other Attorneys $350 - $600 Legal Assistants $275 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $255,000 from the Debtor. Bradley Shraiberg, Esq., a partner at Shraiberg Page, 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: Bradley Shraiberg, Esq. Patrick Dorsey, Esq. SHRAIBERG PAGE PA 2385 NW Executive Center Drive, #300 Boca Raton, FL 33431 Telephone: (561) 443-0800 Facsimile: (561) 998-0047 Email: bss@slp.law pdorsey@slp.law About Molekule Inc. Molekule manufactures air purifiers. Molekule Inc. and affiliate Molekule Group, Inc., sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 23-18093) on Oct. 3, 2023. In the petition signed by CFO Ryan Tyler, Molekule Inc. disclosed $11,592,471 in assets and $46,952,909 in liabilities. Judge Mindy A. Mora oversees the cases. Bradley S. Shraiberg, Esq., of SHRAIBERG PAGE PA, is the Debtors' legal counsel. MOTUS GROUP: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Motus Group, LLC 's (Motus) Long-Term Issuer Default Rating (IDR) at 'B-'. Fitch has also affirmed at 'B+'/'RR2' Motus' first lien term loan and first lien revolver. Fitch does not rate the second lien term loan. The Rating Outlook remains Stable. Motus' rating reflects high leverage and weak FCF. The 'B-' IDR also reflects Fitch's concern about near-term credit profile weakness because of recent increases in operating expenses, as the company invests in the business during a time of rising interest rates. The rating also reflects the company's strong gross margins and high retention rates. KEY RATING DRIVERS Leverage Remains Elevated: At the end of 2022, Motus had leverage (defined by Fitch as debt to adjusted EBITDA) of 9.5x, up from 9.0x at the end of 2021. Leverage was up at the end of 2022 due to higher operating expenses, particularly for sales and marketing as the company invested to grow revenues and as a result, EBITDA was weaker than Fitch previously forecasted. Fitch projects that the company will continue to see topline growth along with modest EBITDA margin expansion and that over time, leverage may decline. Importantly, the company's private equity ownership will likely prioritize ROE optimization over deleveraging. FCF Should Improve: In 2022, Motus generated modestly positive FCF, and with higher interest expense in 2023, Fitch projects that FCF may be slightly negative for the year. Motus did place an interest rate swap that mitigates some interest rate risk for two years beginning in June 2023. With higher EBITDA and lower interest expense in 2025 and beyond, Fitch projects that the company can generate positive FCF over the longer term although there is execution risk for margin expansion. Weak Interest Coverage: Motus had interest coverage of 1.6x for 2022 and with higher interest rates, Fitch forecasts it to decline to a range of 1.1x to 1.2x over the next couple of years (even after accounting for the interest expense savings with the interest swap). In 2024, Fitch expects some EBITDA margin improvement and interest coverage returning to approximately 1.5x. Liquidity Remains Sufficient: Given the company's FCF generation beyond 2024, full availability on its $50 million secured revolver, and cash on the balance sheet of over $40 million, Fitch believes Motus has sufficient liquidity. Furthermore, there are no debt maturities in the near term. The $50 million revolver is due in 2026 and the first lien term loan is due in 2028. High Recurring Revenues/Revenue Retention: For calendar year 2022, recurring revenues were over 85%. Subscription revenues are strong and were over 85% of revenues for the LTM ending June 30, 2023. From 2018 until the LTM ended June 30, 2023, ARR's grew in the low double-digit range on a CAGR basis. These figures demonstrate that once a company becomes a customer, they generally renew, ensuring stability of cash flows. Most of the top 10 customers have been with Motus for at least 10 years. Some Diversity of Revenues: In 2022, Motus had revenues from vehicle reimbursement programs for expense claims and distribution making up about 85% of total revenues; 10% from wireless device expense programs and 5% from relocation/remote work services. Expansion into wireless device expense programs began in 2019 when it acquired Wireless Analytics and in 2020 when it acquired Vision Wireless. Employee relocation/remote work reimbursements began with a product launch in 2020. Leading FAVR Provider: Motus is a leading employee vehicle reimbursement solutions provider. It has more than 2,000 customers and offers end-to-end cloud-based software solutions for fixed and variable rate reimbursements (FAVR), which allows companies to reimburse employees for personal vehicle use on a tax-free basis. Growth in the industry is expected as employers continue to shift toward having employees drive their own vehicles and expense tracking and costs. DERIVATION SUMMARY Motus' 'B-' rating is supported by its leading position in the vehicle reimbursement industry and reflects the company's elevated leverage. Fitch views its financial flexibility as relatively more constrained than peers in the technology sector. Its revenue scale, leverage and liquidity profile are consistent with the 'B-' rating. Cash flow metrics and leverage metrics remain in line with other similarly rated software companies. Like other private equity owned issuers, Fitch believes that the company's focus may be on ROE rather than debt reduction. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - Revenue growth in the low double digits in 2023 and high single digits beyond then; - EBITDA margins in the upper 30's over the forecast horizon; - Capex at approximately 4% of revenue; - Working capital expected to remain in line with historical trends; - No dividends; - No acquisitions are assumed. RECOVERY ANALYSIS KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that the enterprise value of Motus would be maximized in a going-concern situation as opposed to a liquidation given limited tangible assets on the company's balance sheet. F make the following assumptions in its calculation of expected recovery: - 10% administrative claim applied to the GC EBITDA; - GC EBITDA of $50 million, in line with the prior review; - TEV/EBITDA multiple of 7.0x times. The recovery analysis assumes that Motus enters a distressed scenario due to challenges surrounding their main business line, vehicle reimbursement due to increased competition. Fitch also assumes their device and location solution segment experiences compressed margins as a result of direct peers ramping up their offerings and competing head-to head for market share resulting in price battles. Given these challenges, Fitch assumes a GC EBITDA of $50 million. TEV/EBITDA Multiple Rationale: An EV Multiple of 7x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: - Fitch's Bankruptcy Enterprise Values and Creditor Recoveries showed that bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x. - Of these companies, only five were in the Software sector: Allen Systems Group, Inc. (8.4x); Avaya Inc. (2017: 8.1x and 2023: 7.5x); Aspect Software Parent, Inc. (5.5x), Sungard Availability Services Capital, Inc. (4.6x) and Riverbed Technology Software (8.3x). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - (CFO-capex)/debt in the mid-to high single digits; - End market or product diversification from expansion or acquisitions into adjacent markets; - Expectations for leverage below 7.5x on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: - (CFO-capex)/debt trending toward 0%; - EBITDA interest coverage below 1.5x on a sustained basis; - Organic revenue growth sustained near or below 0%, erosion of retention rates, or declines in annual recurring revenues (ARR); - Erosion of liquidity driven by aggressive spending or weaker economic conditions. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Fitch views Motus' liquidity as sufficient over the near to medium term. As of June 30, 2023, the company had over $40 million of unrestricted cash on the balance sheet and full revolver availability of $50 million for total liquidity of $91 million. Debt Structure: Motus has first lien senior secured facilities including an undrawn $50 million revolver and a $374 million term loan which amortizes at 1% per annum. Motus also has a second lien senior secured term loan. The revolver matures in 2026, the first lien term loan in 2028, and the second lien term loan in 2029, providing the company ample headroom before the first maturity in 2026. ISSUER PROFILE Motus Group, LLC is a "Software as a Service" provider of software solutions for vehicle reimbursement. It also offers reimbursement solutions for wireless devices and relocation/remote work. The company is privately owned by Thoma Bravo and Permira Advisors. 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 ----------- ------ -------- ----- Motus Group, LLC LT IDR B- Affirmed B- senior secured LT B+ Affirmed RR2 B+ MOUNT JOY BAPTIST: Taps 10 Ninety as Business Manager & Bookkeeper ------------------------------------------------------------------ Mount Joy Baptist Church of Washington, DC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ 10 Ninety Group, LLC as business manager and bookkeeper. The firm will perform bookkeeping and check writing functions and account maintenance in the Debtor's Chapter 11 case. The firm has received no retainer in this case. It is due to receive from Church tithes $1000 monthly as retainers which are not cash collateral. The firm will also charge $150 per hour for bankruptcy services. Tina Shaw, a managing member at 10 Ninety Group, 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: Tina Shaw 10 Ninety Group, LLC 7989 Fernham Lane Forestville, MD 20747 Telephone: (202) 370-1092 Email: info@10ninetygroup.com About Mount Joy Baptist Church of Washington Mount Joy Baptist Church of Washington, DC, a tax-exempt religious organization, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-16853) on Sept. 26, 2023. Rev. Bruce Mitchell, pastor, signed the petition. The Debtor tapped John D. Burns, Esq., at The Burns Law Firm, LLC as counsel and Tina Shaw at 10 Ninety Group, LLC as business manager and bookkeeper. MOUNT JOY BAPTIST: Taps Burns Law Firm as Bankruptcy Counsel ------------------------------------------------------------ Mount Joy Baptist Church of Washington DC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire The Burns Law Firm, LLC as its legal counsel. The firm's services include: (a) providing the Debtor with legal advice concerning its powers and duties and assisting from a bankruptcy necessity any ancillary litigation ongoing with the Debtor; (b) preparing legal papers; (c) filing and prosecuting adversary proceedings against parties adverse to the Debtor or its estate; (d) preparing a disclosure statement or plan of reorganization; and (e) performing Chapter 11 services for the Debtor and the estate; and (f) other necessary legal services. The firm will be paid at these rates: Partners $595 per hour Associates $455 per hour Paralegals $295 per hour In addition, the firm will receive reimbursement for its out-of-pocket expenses. John Burns, Esq., a partner at The Burns Law Firm, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John D. Burns, Esq. THE BURNS LAW FIRM, LLC 6303 Ivy Lane, Suite 102 Greenbelt, MD 20770 Tel: (301) 441-8780 Email: info@burnsbankruptcyfirm.com About Mount Joy Baptist Church of Washington, D.C. Mount Joy Baptist Church of Washington, D.C. is a tax-exempt religious organization. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-16853) on September 26, 2023. In the petition signed by Bruce Mitchell, pastor/CEO, the Debtor disclosed up to $10 million in both assets and liabilities. John D. Burns, Esq., at The Burns Law Firm, LLC, represents the Debtor as legal counsel. MOZ CORP: Case Summary & 17 Unsecured Creditors ----------------------------------------------- Debtor: Moz Corp d/b/a Moz Corp Logisitics 739 Moores Mill Rd NW Atlanta, GA 30327 Business Description: The Debtor is part of the general freight trucking industry. Chapter 11 Petition Date: October 19, 2023 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 23-60332 Judge: Hon. Barbara Ellis-Monro Debtor's Counsel: Ian Falcone, Esq. THE FALCONE LAW FIRM, PC 363 Lawrence St NE Marietta, GA 30060-2056 Tel: (770) 426-9359 Email: imf@falconefirm.com Total Assets: $519,671 Total Liabilities: $2,632,303 The petition was signed by Mursel Ozkan as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EDYI7YY/Moz_Corp_dba_Moz_Corp_Logisitics__ganbke-23-60332__0001.0.pdf?mcid=tGE4TAMA MRH AUTO-RENO: Taps Snell & Wilmer as Special Litigation Counsel ---------------------------------------------------------------- MRH Auto-Reno, LLC and MRH Auto-Winnemucca, LLC seek approval from the U.S. Bankruptcy Court for the District of Nevada to employ Snell & Wilmer LLP as its special litigation counsel. The firm will represent the Debtors in prosecuting and defending a lawsuit pending in the Second Judicial District Court, Washoe County, Nevada. It is the Debtors' intention to file a notice to remove and transfer venue of the Stephens Litigation to the United States Bankruptcy Court, District of Nevada. The present hourly rate for William E. Peterson, Esq. is $475 per hour as lead counsel. William Peterson, Esq., a partner at Snell & Wilmer LLP, assured the court 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: William E. Peterson, Esq. SNELL & WILMER LLP 50 West Liberty Street #510 Reno, NV 89501 Phone: (775) 785-5407 Email: wpeterson@swlaw.com About MRH Auto-Reno, LLC MRH Auto-Reno, LLC in Reno, NV, filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-50502) on July 24, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Kevin E. Sheppard as member of MRH Auto Enterprises, LLC, member, signed the petition. Judge Hilary L. Barnes oversees the case. HARRIS LAW PRACTICE LLC serve as the Debtor's legal counsel. MUSTARD SEED: Hires Lefkovitz & Lefkovitz as Counsel ---------------------------------------------------- Mustard Seed Living, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennesse 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 firm will be paid at these rates: Steven L. Lefkovitz $525 per hour Associate Attorneys $350 per hour Paralegals $125 per hour The firm received a retainer of $12,000 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 Mustard Seed Living, LLC Mustard Seed Living, LLC is the owner of real property located in Nashville, Tenn., valued at $1.4 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03551) on Sept. 28, 2023, with $3,350,041 in assets and $2,306,603 in liabilities. Marcus Trimble, director, signed the petition. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz represents the Debtor as legal counsel. MV REALTY PBC: Seeks to Hire Saul Ewing as Special Counsel ---------------------------------------------------------- MV Realty PBC, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Saul Ewing, LLP as special counsel. The firm will render these services: a. advise the Debtor regarding litigation matters; b. represent the Debtor in any pending litigation matters; c. negotiate with various states and regulatory divisions in connection with the litigation matters; and d. render other legal advice and services. The firm will receive a retainer in the amount of $50,000. The hourly rates for the firm's attorneys range from $300 for most junior attorneys to $1,200 for most senior partners. John Gekas, Esq., a partner at Saul Ewing, 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 through: John C. Gekas, Esq. Angela C. de Cespedes, Esq. SAUL EWING, LLP 161 North Clark, Suite 4200 Chicago, IL 60601 Telephone: (312) 876-7100 Facsimile: (312) 876-0288 About MV Realty PBC, LLC MV Realty PBC, LLC is a real estate brokerage. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Lead Case No. 23-17590) on September 22, 2023. In the petition signed by Antony Mitchell, authorized party, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Erik P. Kimball oversees the case. Michael D. Seese, Esq., at Seese, PA, represents the Debtor as legal counsel. MVK INTERMEDIATE: Moody's Lowers PDR to D-PD Amid Ch. 11 Filing --------------------------------------------------------------- Moody's Investors Service downgraded MVK Intermediate Holdings, LLC's Probability of Default Rating to D-PD from Ca-PD following the company's announcement on October 13th that it filed for protection under Chapter 11 of the US Bankruptcy Code (1). The company's other ratings consisting of a Ca Corporate Family Rating and the Ca ratings on the senior secured first lien revolving credit facility, senior secured first lien term loan and negative outlook are unchanged. RATINGS RATIONALE MVK has an unsustainable capital structure including high leverage and negative free cash flow that left the company with limited financial flexibility amid a challenging operating environment. The company is pursuing an ownership transition. MVK previously agreed with lenders in April 2023 to convert interest on the first lien revolver and term loan to pay-in-kind, which actions Moody's considered a default. The company's Chapter 11 filing resulted in the downgrade of MVK's PDR to D-PD. The CFR and the rating on the company's senior secured first lien revolver and term loan reflect Moody's view on potential recoveries. Subsequent to the rating action, Moody's will withdraw all the ratings of MVK Intermediate Holdings, LLC. The negative outlook reflects that recovery values could weaken if the company is unable to stabilize operating performance. The principal methodology used in this rating was Protein and Agriculture published in November 2021. Headquartered in Fresno, California, MVK Intermediate Holdings, LLC (MVK) is the holding company of Wawona Packing Co. LLC and subs (owning the operating assets), and Wawona Farm Co, LLC (owning the farmland and trees). In September 2019, legacy companies, Wawona Packing Company (Wawona) and Gerawan Farming (Gerawan), merged their businesses into MVK, which is majority owned and controlled by private equity firm Paine Schwartz Partners with minority ownership by Dan Gerawan. Wawona (founded in 1948) and Gerawan (founded in 1938) are growers, packers and suppliers of organic and conventional stone fruit including peaches, nectarines, plums, tree nuts and citrus. The combined company generates revenue of approximately $300 million per year. NANCY HABER: Public Sale Auction Slated for October 20 ------------------------------------------------------ In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, by virtue of certain events of default under a certain ownership interests pledge and security agreement date as of Oct. 20, 2022, but effective as of July 1, 2022, executed and delivered by Nancy J. Haber ("pledgor"), and in accordance with it rights as holder of the security, Maguire Perry LLC ("secured party"), by virtue of a certain UCC-1 filing statement made in favor of the secured party, in accordance with Article 9 of the Uniform Commercial Code of the State of New York, Secured Party will offer for sale, at public auction, (i) all of pledgor's right, title, and interests in and to the following: 1819 Weeks Ave Realty Corp ("pledged entity"), and (ii) certain related rights and property relating thereto. Secured Party's understanding is that the principal assets of the pledged entity is that certain fee interest in the premise located at 47 Perry Street, New York, New York 10014 ("property"). Mannion Auctions LLC, under the direction of Matthew D. Mannion, will conduct a public sale consisting of the collateral via online bidding on Nov. 9. 2023, at 12:00 p.m., in satisfaction of an indebtedness in the approximate amount of $5,860,288.90, including principal, interest on principal, and reasonable fees and costs, plus default interest through Nov. 9, 2023, subject to open charges and all additional costs, fees and disbursements permitted by law. The secured party reserves the right to credit bid. Online bidding will be made via Zoom Meeting: Meeting Link: https://bit.ly/HaberUCC. Meeting ID: 820 5063 8953. Passcode: 619547 One Tap Mobile: +16469313860,,82050638953#,,,,*619547# US +16465588656,,82050638953#,,,,*619547# US (New York) Dial by you location: +1 646 931 3860 US. Interested parties who intend to bid on the collateral must contact David Schechtman, at Meridian Investment Sales, with offices at One Battery Park Plaza, 25th Floor, New York, New York, 10004, (212) 468 5907, dschechtman@meridiancapital.com, to receive the terms and conditions of sale and bidding instructions by Nov. 7, 2023 by 4:00 p.m. Attorney for the Secured Party: Jerold C. Feuerstein, Esq. Kriss & Feuerstein LLP 360 Lexington Avenue Suite 1200 New York, New York 10017 Tel: (212) 661-2900 NANTASKET MANAGEMENT: Trustee Taps Murtha Cullina as Legal Counsel ------------------------------------------------------------------ Mark G. DeGiacomo, Chapter 11 Trustee of Nantasket Management, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Murtha Cullina LLP as his counsel. The Trustee requires Murtha Cullina to: a. prepare all necessary pleadings associated with the liquidation and recovery of estate assets; b. represent the Trustee at all Court proceedings; c. assist the Trustee in the investigation of fraudulent transfers and insider and non-insider preferences; and d. perform such other legal services as may be required in the interest of creditors of the Debtor. Murtha Cullina will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark DeGiacomo, partner of Murtha Cullina LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Murtha Cullina can be reached at: Mark G. DeGiacomo, Esq. MURTHA CULLINA LLP 99 High Street Boston, MA 02110 Tel: (617) 457-4000 Fax: (617) 482-3868 E-mail: mdegiacomo@murthalaw.com About Nantasket Management Nantasket owns six single family homes (all in need of upgrades) located in Massachusetts valued at $3,047,000 in the aggregate. Nantasket Management, LLC filed its voluntary petition for Chapter 11 protection (Bankr. D. Mass. Case No. 23-11272) on August 11, 2023. In the petition signed by its manager, Michael Kim, the Debtor listed up to $10 million in both assets and liabilities. Judge Janet E. Bostwick oversees the case. The Law Offices of John F. Sommerstein serves as the Debtor's bankruptcy counsel. NANTASKET MANAGEMENT: Trustee Taps Verdolino & Lowey as Accountant ------------------------------------------------------------------ Mark G. DeGiacomo, Chapter 11 Trustee of Nantasket Management, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Verdolino & Lowey, P.C. as his accountant. The firm will render these services: a. prepare and file on behalf of the estate all necessary tax returns that may be required by federal, state or local law; b. advise the Trustee regarding the tax implications of asset recovery; c. advise and assist the Trustee with respect to evaluating and objecting to proofs of claim submitted by federal and state taxing authorities; d. assist the Trustee in reviewing and examining the books and records of the Debtor with respect to potential preference and/or fraudulent conveyance or transfer claims; e. assist or support the Trustee if litigation services are required such as preparing insolvency analyses, expert reports and deposition and trial testimony; and, f. assist the Trustee with other tasks that the Trustee may require and reasonably request. The firm will be paid at these rates: Principals $540 per hour Managers $350 to $450 per hour Staff $225 to $425 per hour Bookkeepers $240 to $290 per hour Clerical $95 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig R. Jalbert, a partner at Verdolino & Lowey, P.C, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Craig R. Jalbert, CPA VERDOLINO & LOWEY, P.C 124 Washington Street Foxborough, MA Tel: (508) 543-1720 Fax: (508) 543-4114 About Nantasket Management Nantasket owns six single family homes (all in need of upgrades) located in Massachusetts valued at $3,047,000 in the aggregate. Nantasket Management, LLC filed its voluntary petition for Chapter 11 protection (Bankr. D. Mass. Case No. 23-11272) on August 11, 2023. In the petition signed by its manager, Michael Kim, the Debtor listed up to $10 million in both assets and liabilities. Judge Janet E. Bostwick oversees the case. The Law Offices of John F. Sommerstein serves as the Debtor's bankruptcy counsel. NAPA MANAGEMENT: Blackstone Fund Marks $921,121 Loan at 30% Off --------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $921,121 loan extended to NAPA Management Services Corp to market at $645,245 or 70% of the outstanding amount, as of June 30, 2023, according to Senior Floating's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Term Loan (3M US SOFR + 5.25%, 0.75% Floor) to NAPA Management Services Corp. The loan matures on February 23, 2029. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. NAPA Management Services Corporation offers practice management services. The Company provides accounting, billing, consulting, medical personnel contracting, healthcare analyzes, financing, human resources, information technology, insurance, marketing, and operational support services. NATIONAL MENTOR: Blackstone Fund Marks $2.2MM Loan at 24% Off ------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $2,224,538 loan extended to National Mentor Holdings, Inc to market at $1,692,740 or 76% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Term Loan (1M US L + 3.75%) to National Mentor Holdings, Inc. The loan matures on March 2, 2029. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. National Mentor Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides community-based services for people with injuries and disabilities. NEW FORTRESS: Fitch Assigns 'BB-' Rating on New Term Facility Loan ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB-'/'RR4' rating to New Fortress Energy Inc.'s (NFE) Term Facility issuance. The obligations under the Term Facility will be secured on a pari passu basis by the liens securing the obligations under the existing senior secured debt agreements. In addition, the collateral for this term facility will include the FLNG1 assets. Net proceeds of the offering to repay at maturity $400 million of the existing 364-day term loan. The remainder amounts will be used for other corporate purposes. NFE's Long-Term Issuer Default Rating (IDR) is 'BB-'. The Rating Outlook is Stable. KEY RATING DRIVERS Increased Business Risk: The expansion into LNG production increases the business risk profile. LNG production is one of the more complex businesses in the midstream segment, and the units will be located offshore in the Gulf of Mexico. Natural gas for the first two FLNG units will come from onshore pipelines in Mexico and Louisiana. These businesses expose NFE to higher operational, execution and regulatory risk than its current line of business, the construction and operation of power plants and LNG infrastructure while supplying LNG under long-term contracts with local utilities and downstream industrial users. Less Cash Flow Stability: Other LNG producers, such as Cheniere Energy Inc. (BBB-/Stable), secure long-term, take or pay contracts to support large scale liquefaction units. NFE's strategy involves matching its LNG supply and demand and optimizing open sales to the most economic market. NFE's uncommitted LNG supply will grow as the FLNG units come online, beginning in late-2023. Fitch estimates the portion of the operating margin exposed to short-term spot market sales with commodity price risk expands to 40%-50% in the Fitch forecast. The remaining margin comes from the terminals generated under 52 contracts with an average 12-year term and about half paid under a take-or-pay component. Complex Capital Projects: The capex program has two FLNG units, each a 1.4 mtpa natural gas liquefaction unit mounted on an offshore refurbished oil rig. The first unit sailed to Mexico and is expected to be in production in 4Q2023. The remaining program includes LNG terminal and power plant projects in Brazil, Nicaragua and Mexico. Fitch believes the company may incur increased construction costs from delays caused by a prolonged ramp-up period for the FLNG units or receipt of full permitting. Any delay pushes back the cash flow growth expected under management's forecast. Capital Allocation Plan: The annual capital spending is expected to be over $2 billion in 2023. The capex program is largely funded through free cashflow, with smaller contributions from asset sale proceeds and project level debt. NFE paid $683 million dividend paid in January 2023 under the previous policy which benefited from the 2022 LNG spot market sales during a period of historically high commodity pricing. NFE has since amended the dividend policy at $0.10/share quarterly dividends, with no special dividends going forward. NFE's EBITDA doubled to about $860 million in 2022 from about $420 million in 2021 (Fitch's calculation, which differs from management). Overall, LNG global prices have declined from highs, but near-term commodity prices remain supportive under Fitch's price deck. Fitch expects that management will manage capex spending and shareholder returns if there is a cash shortfall. Operational and Financial Plan: Since 2021, NFE scaled the business through acquisitions and organic growth and has simplified the capital structure. It eliminated vessel level debt by selling some of its LNG vessels to a joint venture, Energos Infrastructure. NFE has 20% ownership and guarantees the vessel lease charters. Fitch considers the $2 billion sale leaseback transaction a long-term obligation and includes $1.4 billion as debt. Asset sale proceeds from thermal plants in Brazil and Mexico and the Hilli FLNG vessel fund a portion of the growth projects. Fitch calculated leverage in 2022 declined to 5.2x as the short-term LNG market sales buoyed cash flow. A sizable short-term contract and commodity tailwinds will drive leverage down over the next two years, under Fitch's base case, to below 4.0x. However, leverage could rise after 2025 as commodity prices, or the spread between Henry Hub and TTF, a European natural gas trading hub, narrow. Fitch will look for solid operations of the first FLNG unit, successful deployment of the following units and sustained profitability from the short and long-term LNG contracts for sustained growth. Counterparty and Country Ceiling Exposure: NFE's IDR is not capped by a country ceiling, as its cash flows from the United States (AA+) and Mexico (BBB-/Stable) comfortably cover its hard-currency interest expense. Fitch estimates that through 2025, between 50%-60% of NFE's cash flow will originate from customers in investment-grade countries compared to 10-20% from non-investment grade customers in Jamaica (B+/Positive), Nicaragua (B-/Positive) and Brazil (BB/Stable) and the balance from market sales. DERIVATION SUMMARY NFE is similar to LNG producer Cheniere Energy Partners LP (BBB-/Stable) as both are operating in the LNG business. NFE's operational and geographic focus is similar to Cheniere Energy Partners LP (Cheniere Energy; BBB-/Stable), a global LNG provider. NFE has operations in Miami, Jamaica, Puerto Rico, Mexico and Nicaragua, and Brazil. About half of NFE's cash flow is supported by long-term take-or-pay contracts with utilities and power generators in its operating regions through the sale of LNG and Power. NFE's contract tenor compare favorably with Cheniere Energy, averaging about 15 years, but has a lower portion of fixed take-or-pay revenues, less geographic diversity and smaller scale than Cheniere Energy, factors which drive the difference in ratings. Cheniere Energy is a master limited partnership with an LNG import-export facility and a Federal Energy Regulatory Commission regulated interstate natural gas pipeline operating subsidiary, Creole Trail Pipeline LP. Cheniere's consolidated operations are supported by long-term, take-or-pay style contracts for import, export and pipeline capacity, and has a highly leveraged operating subsidiary, Sabine Pass Liquification, LLC (BBB/Stable). Fitch notes Sabine Pass' contracts are of much more substantial duration than any of its midstream peers, in addition to its primarily fee-based revenue. Sabine Pass' current contracts have between 17 years to 20 years remaining. The contract profile is with investment-grade counterparties, in contrast to NFE has a portion of its counterparties based in non-investment countries. Additionally, Cheniere Energy's contracts are supported by a pass-through of fixed and variable costs of LNG to contractually obligated off-takers unlike NFE, which is exposed to changes in commodity price and offtake volumes. The majority of NFE's subsidiaries do not have project level debt, while Cheniere's operating subsidiary, Sabine Pass is highly levered, and in a combined and severe downside case of payment default by a large customer and weak merchant price forecast realizations, cash could be trapped. Leverage for NFE under the Fitch rating case improves to below 4.0x from 2023-2024. CQP's leverage for Cheniere Partners is similar with leverage below 5.0 through Fitch's forecast. However, Fitch believes Cheniere has a demonstrated track record in management and completion of complex construction projects and has less construction risk in completing debottlenecking and the next planned expansion compared with NFE's pipeline of FLNG, power plants and terminal projects. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: - The Fitch price deck of HH natural gas of $2.80/MMBtu and TTF of $13 in 2023, and HH of $3.25 and TTF of $10 in 2024, and HH of $3.00 and TTF of $10 in 2025, informs the assumptions for natural gas and TTF; - Growth capital spending is funded with retained cash and debt. The forecast includes full funding for the first FLNG project; - Dividends and capex in line with public guidance; - Execution of committed growth projects and an additional growth project annually during the outer years of the forecast. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Long-term fixed price contracts exceeding 60% on a sustained basis with credit worthy counterparties; - Leverage (total debt with equity credit to operating EBITDA) below 4.5x on a sustained basis; - Lack of access to liquidity to meet working capital needs. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Excessive cost overruns for current construction projects; - Leverage (total debt with equity credit to operating EBITDA) above 5.5x on a sustained basis; - Deterioration in counterparty credit quality; - Aggressive cash distribution inconsistent with the company's long-term financing needs; - Long-term fundamentals over depressed international gas prices putting additional pressure the company's cash flow generation. LIQUIDITY AND DEBT STRUCTURE As of June 30, 2023, NFE had approximately $104.3 million of unrestricted cash. The company has approximately $100.5 million of restricted cash on its balance sheet restricted to funding of a thermal plant project. The revolving credit facility is almost fully drawn with a maturity is April 2026. As of June 30, 2023, $741.6 million was drawn on the $741.7 million revolving credit facility. There are no near-term maturities for parent level debt. Proforma for the transaction, as the $TLB matures in 2028, $1.50 billion senior secured notes mature in 2026 and 2029. As of June 30, 2023, the company has asset level debt and the earliest maturity is February 2024. ISSUER PROFILE New Fortress Energy LLC is a gas-to-power energy infrastructure company. The company spans the entire production and delivery chain from natural gas procurement and LNG to logistics, shipping, terminals and conversion or development of natural gas-fired generation. It also operates electric generation plants. SUMMARY OF FINANCIAL ADJUSTMENTS Consolidated leverage for NFE includes asset level debt and the Energos Formation Transaction obligations. Under Fitch's Corporate Criteria, the Energos lease obligations are considered long-term obligations and the reported lease liability is treated as debt. The preferred stock at GMLP is given a 50% equity credit due to its perpetuality and cumulative nature of the dividends and interest. Instrument and Recovery Ratings: The secured notes are secured by equity pledges in various subsidiaries. Per Fitch's Corporates Recovery Ratings and Instrument Ratings Criteria, category 2 secured debt can be notched up to 'RR1'/'+2' from the IDR; however, the instrument ratings have been capped at 'RR4' due to Fitch's Country Specific Treatment of Recovery Rating Criteria. Fitch believes on a normalized run-rate basis most of the revenues will come from outside the U.S. ESG CONSIDERATIONS NFE has an ESG relevance score of '4' for Exposure to Environmental Impacts due to potential operational challenges related to extreme weather events in its operating regions. This 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 ----------- ------ -------- New Fortress Energy Inc. senior secured LT BB- New Rating RR4 NEW FORTRESS: Moody's Affirms 'B1' CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service affirmed the B1 Corporate Family Rating of New Fortress Energy Inc. (NFE), B1-PD Probability of Default rating and B1 ratings on its senior secured notes, and changed the outlook to stable from negative. Moody's assigned a Ba3 rating to NFE's proposed senior secured term loan B facility. NFE's Speculative Grade Liquidity SGL-3 rating is unchanged. "New Fortress raised short term debt to fund a significant increase in capital investment in 2023 and is seeking to raise longer term capital to support its liquidity position, fund further capital investments and create some financial flexibility in advance of its refinancing in 2025," said Elena Nadtotchi, Senior Vice President at Moody's. RATINGS RATIONALE The B1 CFR recognizes high business risks pending further optimization of the asset footprint by NFE and reflecting its highly merchant approach to managing operations. In Moody's opinion, rapid growth in earnings in 2022-2023 was achieved by taking progressively higher operating and market risks, with short term cargo trading revenues becoming the leading driver of NFE's earnings and cash flow generation, while deliveries and earnings under long term contracts had been reduced. Looking ahead to 2024 and 2025, Moody's estimates that a substantial share of the projected EBITDA and operating cash flow will be derived under the new contract to supply LNG to two new emergency power plants in Puerto Rico that initially operate under a two-year supply contract indirectly backed by the Federal Emergency Management Agency. The B1 rating therefore depends on consistent and robust execution under this new contract and is supported by the significant minimum volume commitments available to NFE under the contract that extend through 2025. NFE is expanding its LNG production capacity and is managing substantial operational and execution risks inherent to construction and commissioning of small scale LNG facilities in Mexico in 2023-2025. The company expects to commission its first floating LNG facility in 4Q 2023, add another unit in 2024 and evaluate additional units thereafter. With construction costs estimated at $1.1 billion - $1.3 billion per LNG producing unit, NFE is looking at significant funding needs through 2025. The company plans to fund the expansion through debt it is raising in 2023 and through the reinvestment of operating cash flow, that materially depends on the new supply contract in Puerto Rico. With debt rising faster than earnings in 2023, Moody's expects NFE's leverage peaked at around 6x in 3Q 2023 and will start to decline, with deleveraging driven by the additional earnings expected under the new Puerto Rico contract in 4Q 2023 and in 2024-2025. The company also retains flexibility to raise capital through sale of some infrastructure assets. Timing and valuation of such sales are inherently uncertain. NFE's liquidity is adequate but not ample because of high growth capital requirements. The SGL-3 rating assumes that the company will continue to proactively manage its capital requirements and will be able to increase its committed liquidity, refinance short term debt with the proceeds from the proposed senior secured term loan B facility and to build some financial headroom ahead of large refinancing requirements in 2025/2026. Moody's also assumes that there will be no further special dividend payments, like the $600 million paid in January 2023. NFE can also rely on its alternate liquidity sources, including access to equity markets and ability to sell some infrastructure power assets that do not support borrowing under its 2025 and 2026 notes, the new term loan B facility or loans raised at operating level. At the end of June 2023, NFE reported $205 million in cash balances. NFE's $742 million revolver facility was fully drawn and matures in 2026. NFE's next scheduled maturity is a term loan raised by several operating subsidiaries in Brazil and maturing in February 2024. At June 30, 2023, the company reported $85 million outstanding under this facility. The company also has $1.25 billion and $1.5 billion notes maturing in 2025 and 2026. Moody's notes that under the proposed terms, the new term loan B facility will mature in seven years or in advance of the existing 2025 or 2026 secured notes maturities, if the notes remain outstanding. NFE's new senior secured term loan B facility is rated Ba3, one notch above the CFR and the B1 rating of the existing 2025 and 2026 senior secured notes. The new term loan B facility shares on a pari passu basis the collateral and guarantees of some of its operating subsidiaries, that already support obligations under NFE's existing revolver facility and the senior secured notes. The Ba3 rating of the term loan B facility is supported by its first priority claim on significant additional collateral related to the pledge of the newly build floating LNG facility, to be pro rata shared with the lenders under the revolver facility, but not with the holders of the existing notes. NFE also maintains a number of secured facilities raised at the level of operating companies, including notably facilities guaranteed and secured by its operating and holding subsidiaries in Brazil, that do not guarantee obligations under the 2025 and 2026 notes, the revolver and the new term loan B facility. The stable outlook reflects Moody's expectation that the company will be able to perform strongly under its new contract in Puerto Rico and will not require additional debt to support its planned investments in 2024-25. The stable outlook also assumes that NFE will manage its liquidity and refinancing profile proactively and will build some financial headroom in the next 12 months ahead of the refinancing in 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The B1 CFR could be upgraded if the company is able to build a track-record of stable operating and financial performance at the projected higher level of earnings, reduce its outstanding debt and optimize its asset footprint, supporting higher returns on capital employed. The upgrade would require achieving good liquidity, reducing refinancing risk and demonstrating reduced reliance on rising debt to support steady growth in earnings and operations through better utilization of the existing assets. The company increasing the stability of its cash flows through long term contracts that minimize both price and volume risk would support an upgrade, as would demonstrating the sustainability of earnings expected under the new emergency power supply contract in Puerto Rico beyond its initial two-year term. The B1 ratings may be downgraded if NFE's liquidity position weakens or if its leverage remains at or above 5x debt/EBITDA, including as a result of delayed growth in earnings or additional borrowing. Moody's may also downgrade the ratings if risks related to the expansion exceed initial expectations, including an adverse change in natural gas market conditions, or rising technological, execution and construction risks resulting in cost overruns, construction delays or lower returns on capital. New Fortress Energy Inc. is a US-listed, high growth energy infrastructure company with regasification and distribution natural gas operations in Jamaica, Puerto Rico, Mexico, Nicaragua, Brazil and in the US. The company is making significant investment to build natural gas liquefaction capacity in 2023-25 and become an integrated supplier of natural gas. The principal methodology used in these ratings was Midstream Energy published in February 2022. NOVO HEALTH: Seeks to Hire Swanson Sweet as Bankruptcy Counsel -------------------------------------------------------------- Novo Health Technology Group seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Swanson Sweet LLP as its general bankruptcy counsel. The firm's services include: a. representing the Debtor in connection with negotiations and hearings on confirmation of the Chapter 11 Plan, which is currently pending, and any ancillary issues; b. preparing and reviewing pleadings, motions and correspondence; c. negotiating with creditors and contract counter-parties and litigating contested issues as necessary; d. appearing at and being involved in various proceedings before this Court; e. handling case administration tasks and dealing with procedural issues; f. assisting the Debtor-in-Possession with monthly reporting requirements; and g. analyzing claims and prosecuting claim objections. The hourly rates of attorneys and paraprofessionals currently range from $180 to $675 per hour. 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 Novo Health Technology Group Focus Solutions, LLC and two other creditors filed a Chapter 11 involuntary petition (Bankr. E.D. Wis. Case No. 23-21460) against NOVO Health Technology Group, LLC on April 4, 2023. The creditors are represented by James P. O'Neil, Esq. Judge Beth E. Hanan oversees the case. Steinhilber Swanson, LLP serves as the Debtor's legal counsel. OAK HOLDINGS: S&P Lowers ICR to 'CCC+' on Constrained Liquidity --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Oak Holdings LLC to 'CCC+' from 'B-', reflecting the company's less than adequate liquidity and its view that the capital structure has become unsustainable absent improved good cash flow generation. S&P said, "At the same time, we lowered our issue-level rating on the company's first-lien credit facilities to 'CCC+' from 'B-'. The recovery rating remains '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. "The negative outlook reflects that we could lower the ratings in the coming quarters if default scenarios are envisioned because the company is unable to improve cash flows ahead of its capital structure becoming current in April 2024." The downgrade reflects the company's constrained liquidity and negative free operating cash flow stemming from higher inventory levels. The company recorded a free operating cash flow (FOCF) deficit of approximately $35 million through the 12-months ended Jun. 30, 2023, primarily driven by increased inventory spending from customer demand shifts and carryover inventory from late 2022, held for the 2023 fall and winter seasons. The company had purposefully increased inventory in the first half of 2023 to support demand rebound after recovering from its Mexico fire, resulting in peak inventory levels of approximately $139 million as of Jun. 30, 2023. S&P had previously expected inventory levels to reverse in the second half of 2023 with lower order levels and work down of excess inventory levels. However, the company has since taken a more gradual approach toward inventory work-down to avoid an abrupt halt in production to maintain better service levels for customers. Additionally, Oak's headwear segment suffered lower demand in recent quarters following a strong start at the beginning of 2023. These factors have kept inventory high through the second quarter-ended Jun. 30, 2023. As a result, S&P now expects the company will not pay down its seasonal revolver borrowings to the same degree as originally anticipated. Oak's liquidity is further constrained by its low cash balance of approximately $4.2 million and approximately $9.8 million of availability under its $40 million revolver, and the degree to which this liquidity cushion could recover in the near-term remains uncertain. Further deteriorating liquidity cushion could result in near-term refinancing risk if cash flow does not improve by the time the company's capital structure becomes current next year. Following the extension of the company's capital structure during its third amendment in October 2022, Oak's $40 million revolver and $440 million term loan ($26 million and $347 million outstanding, respectively) are now due in April 2025. Although its capital structure is not yet current, the company's currently low liquidity exposes the company to near-term refinancing risk as these capital structure maturities become current in April 2024. Oak's ability to rebuild sufficient liquidity will depend on the degree of near-term improvement in its working capital position as it continues to gradually work down its peak inventory levels while maintaining adequate service levels. S&P now expects inventory levels to decrease by at least $15 million in the remainder of the year. Coupled with continued sales momentum in its core business and the remaining insurance reimbursements from its Mexico fire, this should result in modest FOCF generation of approximately $5 million-$10 million for the year, with most of the proceeds going toward paying down a portion of the company's outstanding revolver draw. However, if the company cannot sufficiently decrease this burden within the next few quarters, the resulting deeper FOCF deficit combined with its already low revolver availability and cash balance could lead to its liquidity cushion deteriorating further. Recent sales momentum should continue for the remainder of the year, despite macroeconomic headwinds. S&P Global Ratings-adjusted leverage for the 12 months ended Jun. 30, 2023, declined to approximately 5.1x from 6.2x in the same period last year, primarily from EBITDA improving to approximately $77 million from $61 million in the respective periods. Its core segment order book has remained healthy, with revenues continuing to show momentum from the addition of new league partnerships, resulting in approximately 8% sales growth as of the 12 months ended Jun. 30, 2023, compared to the same period last year. This accelerating growth in its core league segment is partially offset by softer demand for its discount dance business, as retail consumer traffic to DTC website remains weaker compared to the prior year. However, this segment remains a relatively smaller portion of its sales profile, representing less than 10% of overall revenues. Despite Oak selling discretionary products, we continue to expect net sales to perform well during a weak macro environment as tailwinds from the continued participation in team sports for social and health benefits remain solid. However, if macroeconomic conditions worsen, consumers could pull back on team sport participation, resulting in a pull back for Oak's products. Production challenges following the fire in its Mexico manufacturing facility have largely rolled off. The company's production capacity has now fully recovered since a fire at Oak's fabric warehouse and fulfillment areas in Champoton, Mexico, impaired its sublimation printing capacity and ability to produce football jerseys and wool varsity jackets back in April 2022. During this time, Oak had responded to this by sourcing higher-cost third-party manufacturing contractors, retaining skilled labor, using the rest of its Champoton building, and adding capacity to its Merida facility. With its production facilities now back at full capacity, the company's cost profile normalized in recent quarters, as it decreased its reliance on third-party contractors. The recovery in capacity has also enabled the company to fully return to normalized customer service levels to fulfill the recent demand surge for its products. The negative outlook reflects that S&P could lower the ratings in the coming quarters if the company is unable to address its entire capital structure becoming current in April 2024 or it faces a liquidity crisis. S&P could lower its rating on Oak if we believe a default scenario is envisioned in the coming 12 months. This could occur if: -- The company is unable to address the maturity of its capital structure before becoming current. -- It cannot sufficiently reverse its working capital burden, leading to deeper FOCF deficits and further straining its liquidity cushion. -- The company's liquidity situation worsens and relies on external liquidity support to fund further working capital investments. -- The macroeconomic landscape weakens, and consumers pull back on sports participation, resulting in decreased demand for Oak's products. S&P could take a positive rating action if Oak is able to successfully extend its upcoming debt maturities on reasonable terms and generates positive FOCF, leading to an improved liquidity position. This could occur if: -- It successfully clears its excess inventory and reduces its outstanding revolver borrowings; and -- Demand continues to grow as cash flow measures improve, allowing for increased liquidity cushion. OCEANVIEW DEVELOPMENT: Case Summary & Three Unsecured Creditors --------------------------------------------------------------- Debtor: Oceanview Development LLC PO Box 893487 Mililani, HI 96789 Chapter 11 Petition Date: October 18, 2023 Court: United States Bankruptcy Court District of Hawaii Case No.: 23-00842 Judge: Hon. Robert J. Faris Debtor's Counsel: Allison A. Ito, Esq. CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Tel: 808-533-1877 Fax: 808-566-6900 Email: aito@hibklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Reuben Fung as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6YV4TBA/Oceanview_Development_LLC__hibke-23-00842__0001.0.pdf?mcid=tGE4TAMA ONH AFC CS: Creditors to Get Proceeds From Liquidation ------------------------------------------------------ ONH AFC CS Investors, LLC and ONH 1601 CS Investors, LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Small Business Joint Plan of Liquidation dated October 12, 2023. The Debtors are Delaware limited liability companies formed in 2022 to invest in commercial real estate in Atlanta, Georgia and Miami Beach, Florida. After raising substantial funds from equity investors, (i) the Debtors' proposed real estate transactions did not occur, (ii) the funds contributed to the Debtors have largely been dissipated, and (iii) an independent manager has been appointed to investigate the Debtors' financial condition and maximize available funds for distribution to creditors and equity investors. The Debtors have spent a majority of their time and efforts investigating how the funds were dissipated, conducting diligence, and negotiating settlements and other resolutions with Mr. Elchonon (also known as "Elie") Schwartz, certain entities closely held by Mr. Elie Schwartz, and certain real estate companies operating together with Nightingale Properties, LLC (specifically as the "Schwartz Nightingale Parties"). These settlements are critical to funding the Plan and repayment of creditors and investors. The Debtors negotiated a payment in the amount of $8.8 million for the sale of Miami real estate (the "1601 Motion") and a global settlement with the Schwartz Nightingale Parties that allows for a sufficient amount to repay all investors over the next three years (the "Schwartz Nightingale Settlement"). Additionally, the Debtors have reached an optional settlement agreement (the "CrowdStreet Settlement"), for their respective investors with CrowdStreet, Inc. ("CrowdStreet" or the "DIP Lender") regarding (i) the subordination of repayment of CrowdStreet's prepetition unsecured claims and DIP Claims to all investor capital in both Debtors and (ii) additional loans to be made available for the benefit of and subordinate to investors, in the event of a Schwartz Nightingale Parties' default. The Debtors believe that this settlement may generate substantial value for the investors if they so elect. In all, CrowdStreet will be providing $5 million dollars of value to the Trust on behalf of investors, if sufficient investors opt in to this settlement. More specifically, the amount of CrowdStreet claims and potential amount available for new subordinated loans from CrowdStreet will be dependent on the dollar amount of investor capital claims that elect to release any alleged claims (if any) against CrowdStreet (the "CS Opt-In"). To the extent that an insufficient dollar amount of investor capital claims elect to participate in the CS Opt-In, the Debtors, or the Liquidating Trust once formed, will first repay the unsubordinated portion of the CrowdStreet claims before any distributions are otherwise made to investors. This Chapter 11 Plan generally contemplates each Debtors' respective assets being monetized and the net proceeds being distributed to creditors and equity security holders in accordance with the priorities set forth in this Plan and the Bankruptcy Code. To accomplish this, each of the Debtors will contribute all of their respective assets to a Liquidating Trust (collectively, the "Liquidating Trust"), which will be operated by the Liquidating Trustee, in consultation with the Liquidating Trust Committee, and charged with maximizing the value of such assets. The Liquidating Trust will have standing to pursue all of the Debtors' Claims and Causes of Action. All proceeds of the foregoing received by the Liquidating Trust will be used first to pay its expenses as provided for in the Plan and Liquidating Trust Agreement, and second, to pay the Debtors' respective creditors and holders of equity interests, in accordance with the terms of the Plan and the Bankruptcy Code. The Debtors will not continue in business and will be dissolved after the occurrence of the Effective Date. Class 4 consists of all General Unsecured Claims against ONH AFC. Except for the Subordinated CS Pre-Petition Claims, each holder of an Allowed General Unsecured Claim against ONH AFC shall receive a Pro Rata Share of Creditor Beneficial Interests in the Liquidating Trust entitling the Holder to payment in full from the Liquidating Trust prior to any distributions to holders of Equity Interests in ONH AFC. Claims filed and scheduled against ONH AFC in the amount of approximately $1,495,000. ONH AFC anticipates the ultimate amount of Allowed General Unsecured Claims at approximately $400,000 (held by CrowdStreet). Subordinated CS Pre-Petition Claims shall be subordinated for purposes of payment to all other Classes under the Plan and shall be paid only to the extent such Classes are paid in full as set forth herein. Subordinated CS Pre-Petition Claims shall be calculated as 10% of the dollar amount of Equity Interests that elect the CS Opt-In that exceeds the amount of the DIP Claims. Subordinated CS Pre-Petition Claims shall accrue interest at the Default Rate. Each holder of a Class 4 Claim shall have the option of electing to assign all Investor Individual SN Claims it holds to the Liquidating Trust in exchange for 5% annual simple interest on the unpaid amount of such holder's Allowed Class 4 Claim, beginning on the Effective Date and ending on the date of payment, to be paid after recovery of its Allowed Class 4 Claim (the "SN Opt-In"); provided however that any election for a Class 4 Claim that is reclassified as a Class 6 Claim shall be treated as being made in Class 6. Each holder of a Class 4 Claim shall have the option to opt-in to the CS Release in exchange for CrowdStreet's agreement described in this Plan to subordinate certain of its claims and make available the Liquidating Trust Loan. Class 5 consists of all General Unsecured Claims against ONH 1601. Except for the Subordinated CS Pre-Petition Claims, each holder of an Allowed General Unsecured Claim against ONH 1601 shall receive a Pro Rata Share of Creditor Beneficial Interests in the Liquidating Trust entitling the Holder to payment in full from the Liquidating Trust prior to any distributions to holders of Equity Interests in ONH 1601. Claims filed in the amount of approximately $525,000. ONH 1601 anticipates the ultimate amount of Allowed General Unsecured Claims at approximately $400,000 (held by CrowdStreet). Subordinated CS Pre-Petition Claims shall be subordinated for purposes of payment to all other Classes under the Plan and shall be paid only to the extent such Classes are paid in full as set forth herein. Subordinated CS Pre-Petition Claims shall be calculated as 10% of the dollar amount of Equity Interests that elect the CS Opt-In that exceeds the amount of the DIP Claims. Each holder of a Class 5 Claim shall have the option of electing to assign all Investor Individual SN Claims it holds to the Liquidating Trust in exchange for 5% annual simple interest on the unpaid amount of such holder's Allowed Class 5 Claim, beginning on the Effective Date and ending on the date of payment, to be paid after recovery of its Allowed Class 5 Claim; provided however that any election for a Class 5 Claim that is reclassified as a Class 7 Claim shall be treated as being made in Class 7. Each holder of a Class 5 Claim shall have the option to opt-in to the CS Release in exchange for CrowdStreet's agreement described in this Plan to subordinate certain of its claims and make available the Liquidating Trust Loan. The purpose of the Plan is to provide for the monetization of the Debtors' respective Assets and to distribute the net proceeds to the Holders of Claims and Interests against each respective Debtor. To accomplish this, the Plan contemplates the creation of the Liquidating Trust operated by the Liquidating Trustee in consultation with the Liquidating Trust Committee. On the Effective Date of the Plan, the Debtors' respective Assets will be vested in the Liquidating Trust, which will liquidate such assets in an orderly fashion for the benefit of the Debtors' respective Creditors and holders of Equity Interests. Upon the Effective Date, all Equity Interests in the Debtors will be cancelled. A full-text copy of the Liquidating Plan dated October 12, 2023 is available at https://urlcurt.com/u?l=kxSlNh from PacerMonitor.com at no charge. Counsel for the Debtors: Matthew B. McGuire, Esq. Adam G. Landis, Esq. Matthew R. Pierce, Esq. Landis Rath & Cobb LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4416 Email: mcguire@lrclaw.com -and- Jorian L. Rose, Esq. Andrew V. Layden Esq. Baker & Hostetler, LLP 45 Rockefeller Plaza New York, NY 10111 Telephone: (212) 589-4200 Email: jrose@bakerlaw.com About ONH AFC CS Investors LLC ONH AFC CS Investors, LLC and ONH 1601 CS Investors, LLC filed their petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10931) on July 14, 2023. At the time of the filing, ONH AFC reported $100,001 to $500,000 in both assets and liabilities while ONH 1601 reported up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Jorian L. Rose, Esq., at Baker & Hostetler, LLP and Matthew B. McGuire, Esq., at Landis Rath & Cobb, LLP as legal counsel. GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, is the Debtors' restructuring advisor. OPTIME LLC: Hires Nilda Gonzalez-Cordero Law Offices as Counsel --------------------------------------------------------------- Optime LLC seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Nilda Gonzalez-Cordero Law Offices as counsel to handle its Chapter 11 bankruptcy case. The firm will be paid $150 per hour for the services of its attorney and $75 per hour for paralegal services. The retainer is $7,000. Nilda Gonzalez-Cordero, Esq., disclosed in court filings that she and her staff are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Nilda M. Gonzalez-Cordero, Esq. NILDA GONZALEZ-CORDERO LAW OFFICES P.O. Box 3389 Guaynabo, PR 00970 Tel. (787) 721-3437 (787) 724-2480 E-mail address: ngonzalezc@ngclawpr.com About Optime LLC Optime LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 23-02908) on September 14, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Nilda Gonzalez Cordero, Esq., of Nilda Gonzalez-Cordero Law Offices. OPTIME LLC: Seeks to Hire Luis Cruz Lopez as Accountant ------------------------------------------------------- Optime LLC seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Luis Cruz Lopez, C.P.A. as its accountant. Mr. Lopez, a certified public accountant practicing in Puerto Rico, will provide these services: a. supervise the accounting affairs of Debtor In Possession and its operations; b. prepare and review Debtor's monthly operating reports, as well as any other accounting reports necessary for the proper administration of the estate; c. prepare the projections and all other analysis required for the proposal and confirmation of a Chapter 11 Plan; d. meet with Debtors and Debtors' counsel to manage bankruptcy affairs; and e. attend to hearings, as needed. Mr. Lopez will be paid at an hourly rate of $150, and staff accountant will be paid at the hourly rate of $75. The firm will be paid a retainer of $4,000. Mr. Lopez disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Luis Cruz Lopez, C.P.A. 172 La Coruna Street, Ciudad Jardin Caguas, PR 00727 Tel: (787) 703-2552 Email: cpalcruz@gmail.com About Optime LLC Optime LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 23-02908) on September 14, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Nilda Gonzalez Cordero, Esq., of Nilda Gonzalez-Cordero Law Offices. ORBITAL INFRASTRUCTURE: Hires Alixpartners as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Orbital Infrastructure Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Alixpartners, LLP as its financial advisor. The firm will provide these services: a. Review and evaluate the Debtors' current financial condition, business plans and cash and financial forecasts, and periodically report to the Committee regarding the same; b. Review the Debtors' cash management, tax sharing and intercompany accounting systems, practices and procedures; c. Evaluate any proposed sale process and related bids, and participate in any meetings with bidders or auction, as required; d. Review and investigate: (i) related party transactions, including those between the Debtors and non-debtor subsidiaries and affiliates (including, but not limited to, shared services expenses and tax allocations) and (ii) selected other prepetition transactions; e. Identify and review potential preference payments, fraudulent conveyances and other causes of action that the various Debtors' estates may hold against third parties, including each other; f. Analyze the Debtors' assets and claims and assess potential recoveries to the various creditor constituencies under different scenarios; g. Assist in the development and/or review of the Debtors' plan of liquidation and disclosure statement; h. Review and evaluate court motions filed or to be filed by the Debtors or any other parties-in-interest, as appropriate; i. Render expert testimony and litigation support services, including e-discovery services, as requested from time to time by the Committee and its counsel, regarding any of the matters to which AlixPartners is providing services; j. Attend Committee meetings and court hearings as may be required in the role of advisors to the Committee; k. Conduct eDiscovery, document review and forensic data services required in conjunction with any document requests or other discovery; and l. Assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. The firm will be paid at these rates: Partner &Managing Director $1,140 to $1,400 per hour Partner $1,115 per hour Director $880 to $1,070 per hour Senior Vice President $735 to $860 per hour Vice President $585 to $725 per hour Consultant $215 to $565 per hour Paraprofessional $360 to 380 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kathryn B. McGlynn, a partner at Alixpartners, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kathryn B. McGlynn AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Tel: (212) 490 2500 Fax: (212) 490 1344 Email: kmcglynn@alixpartners.com About Orbital Infrastructure Group, Inc. Orbital Infrastructure Group, Inc. (NASDAQ: OIG) provides engineering, design, construction, and maintenance services to customers in the electric power, telecommunications, and renewable industries. It designs, installs, upgrades, repairs, and maintains electric power transmission and distribution infrastructure, and substation facilities, as well as offers emergency restoration services; and provides drilled shaft foundation construction services to the electric transmission and substation, industrial, telecommunication, and disaster restoration market sectors. Orbital Infrastructure Group, Inc. was incorporated in 1998 and is headquartered in Houston, Texas. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90763) on August 23, 2023. In the petition signed by James F. O'Neil III, chief executive officer, the Debtor disclosed $24,185,668 in assets and $225,850,276 in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Haynes and Boone, LLP as legal counsel, Alvarez and Marsal North America, LLC as restructuring advisor, Moelis and Company as investment banker, and Donlin, Recano & Company, Inc. as claims, noticing, solicitation and administrative agent. Counsel to the Ad Hoc Group of Front Line Lenders are Davis Polk & Wardwell LLP and Norton Rose Fulbright US LLP. Counsel to the Front Line DIP Lenders is Davis Polk & Wardwell LLP. Counsel to Alter Domus (US) LLC, as Front Line DIP Agent and Prepetition Front Line Agent, is Holland & Knight LLP. Counsel to Streeterville Capital, LLC, as Prepetition Streeterville Lender and Streeterville DIP Lender, is Brian M. Rothschild, Esq. at Parsons Behle & Latimer. Counsel to the Prepetition Promissory Note Holder is Kane Russell Coleman Logan PC. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Orbital Infrastructure Group, Inc. The committee hires White & Case LLP as counsel, and Alixpartners, LLP as its financial advisor. ORBITAL INFRASTRUCTURE: Hires White & Case LLP as Counsel --------------------------------------------------------- The official committee of unsecured creditors of Orbital Infrastructure Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ White & Case LLP as counsel. The firm will provide these services: a. advise the Committee regarding its rights, powers, and duties under the Bankruptcy Code and in connection with the chapter 11 cases; b. assist and advise the Committee in its consultations and negotiations with the Debtors concerning the administration of the chapter 11 cases; c. assist and advise the Committee in its examination, investigation, and analysis of the acts, conduct, assets, liabilities, and financial condition of the Debtors, including without limitation, reviewing and investigating prepetition transactions and the operation of the Debtors' business; d. assist the Committee in the formulation, review, analysis, and negotiation of any chapter 11 plan(s) that have been or may be filed and assist the Committee in the formulation, review, analysis, and negotiation of the disclosure statement accompanying any chapter 11 plan(s); e. take all necessary action to protect and preserve the interests of the Committee and creditors holding general unsecured claims against the Debtors' estates, including (i) the investigation and possible prosecution of actions enhancing the Debtors' estates, such as any potential challenges to the scope of the security interests of the Company's prepetition lenders, and (ii) review and analysis of claims filed against the Debtors' estates; f. review and analyze motions, applications, orders, statements of operations, and schedules filed with the Bankruptcy Court and advise the Committee as to their propriety; g. prepare on behalf of the Committee all necessary pleadings, applications, memoranda, orders, reports, and other papers, in support of positions taken by the Committee; h. represent the Committee at all court hearings, statutory meetings of creditors, and other proceedings before this Court; i. assist the Committee in the review, analysis, and negotiation of any financing agreements; j. assist and advise the Committee as to its communications with its constituents regarding significant matters in the chapter 11 cases, including but not limited to, communications required under section 1102(b)(3) of the Bankruptcy Code; and k. perform such other legal services as required or otherwise deemed to be in the interests of the Committee in connection with the chapter 11 cases. The firm will be paid at these rates: Partners $1,370 to $2,100 per hour Counsel $1,310 per hour Associates $740 to $1,270 per hour Paraprofessionals $215 to $640 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: 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 12months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Committee has approved a framework for White &Case's staffing for the initial stage of these Chapter 11 Case. Charles R. Koster, Esq., a partner at White & Case LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Charles R. Koster White & Case LLP 609 Main St Suite 2900 Houston, TX 77002 Tel: (713) 496-9700 About Orbital Infrastructure Group, Inc. Orbital Infrastructure Group, Inc. (NASDAQ: OIG) provides engineering, design, construction, and maintenance services to customers in the electric power, telecommunications, and renewable industries. It designs, installs, upgrades, repairs, and maintains electric power transmission and distribution infrastructure, and substation facilities, as well as offers emergency restoration services; and provides drilled shaft foundation construction services to the electric transmission and substation, industrial, telecommunication, and disaster restoration market sectors. Orbital Infrastructure Group, Inc. was incorporated in 1998 and is headquartered in Houston, Texas. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90763) on August 23, 2023. In the petition signed by James F. O'Neil III, chief executive officer, the Debtor disclosed $24,185,668 in assets and $225,850,276 in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Haynes and Boone, LLP as legal counsel, Alvarez and Marsal North America, LLC as restructuring advisor, Moelis and Company as investment banker, and Donlin, Recano & Company, Inc. as claims, noticing, solicitation and administrative agent. Counsel to the Ad Hoc Group of Front Line Lenders are Davis Polk & Wardwell LLP and Norton Rose Fulbright US LLP. Counsel to the Front Line DIP Lenders is Davis Polk & Wardwell LLP. Counsel to Alter Domus (US) LLC, as Front Line DIP Agent and Prepetition Front Line Agent, is Holland & Knight LLP. Counsel to Streeterville Capital, LLC, as Prepetition Streeterville Lender and Streeterville DIP Lender, is Brian M. Rothschild, Esq. at Parsons Behle & Latimer. Counsel to the Prepetition Promissory Note Holder is Kane Russell Coleman Logan PC. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Orbital Infrastructure Group, Inc. The committee hires White & Case LLP as counsel, and Alixpartners, LLP as its financial advisor. PALATIN TECHNOLOGIES: Receives Notice of Non-Compliance From NYSE ----------------------------------------------------------------- Palatin Technologies, Inc. announced it received a notice from the staff of NYSE American LLC that Palatin was not in compliance with the Exchange's continued listing standards under Section 1003(a)(i) and (ii) of the NYSE American Company Guide. Section 1003(a)(i) requires a listed company to have stockholders' equity $2 million or more if the listed company has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, and Section 1003(a)(ii) requires a listed company to have stockholders' equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Palatin is now subject to the procedures and requirements of Section 1009 of the NYSE American Company Guide. Palatin has until Nov. 9, 2023, to submit a plan of actions it has taken or will take to regain compliance with the continued listing standards by April 10, 2025. Palatin said it intends to timely deliver a Plan to the Exchange. If the Exchange accepts the Plan, Palatin will be able to continue its listing during the Plan period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance. Palatin is assessing and exploring multiple funding avenues and is committed to undertaking a transaction or transactions in the future to achieve compliance with the Exchange's requirements. Receipt of the notice from the Exchange has no immediate effect on the listing or trading of Palatin's common stock on the Exchange, and does not affect Palatin's business, operations or reporting requirements with the U.S. Securities and Exchange Commission. About Palatin Headquartered in New Jersey, Palatin -- www.Palatin.com -- is a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor systems, with targeted, receptor-specific product candidates for the treatment of diseases with significant unmet medical need and commercial potential. Palatin's strategy is to develop products and then form marketing collaborations with industry leaders to maximize their commercial potential. Palatin reported a net loss of $27.54 million for the year ended June 30, 2023, compared to a net loss of $36.20 million on $1.47 million of total revenues for the year ended June 30, 2022. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has incurred operating losses and negative cash flows from operations since inception and will need additional funding to complete planned product development efforts that raise substantial doubt about its ability to continue as a going concern. PB MICHIGAN: Seeks to Hire Myers & Myers as Special Counsel ----------------------------------------------------------- PB Michigan, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Myers & Myers, PLLC as its special counsel. Myers & Myers will handle the sale transaction of the Debtor's business. The hourly fees charged by Myers & Myers will range from $125 per hour to $400 per hour. The majority of services are expected to be provided by Rebecca Cassell, Esq. at a rate of $375 per hour. Myers & Myers received $3,500 of a $15,000 retainer paid by the Debtor's franchisor, Xponential Fitness, LLC, to begin drafting the purchase agreement to be used in connection with the sale of the Debtor's business. Myers & Myers and its employees are disinterested persons within the meaning of 11 U.S.C. §101(14) and Bankruptcy Rule 2014, as disclosed in the court filings. The firm can be reached through: Rebecca Cassell, Esq. MYERS & MYERS, PLLC 915 N. Michigan Ave., Ste. 200 Howell, MI 48843 Phone: (517) 376-4028 Email: rcassell@myers2law.com About PB Michigan PB Michigan, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-48504) on Sept. 28, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Allison LeMay, member and manager, signed the petition. Judge Lisa S. Gretchko oversees the case. Mark H. Shapiro, Esq., at Steinberg Shapiro & Clark, represents the Debtor as legal counsel. PEGASUS HOME: Committee Hires Lowenstein Sandler LLP as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Pegasus Home Fashions Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Lowenstein Sandler LLP as its counsel. The firm's services include: (a) advising the Committee with respect to its rights, duties, and powers in the Chapter 11 Cases; (b) assisting and advising the Committee in its consultations with the Debtors relative to the administration of the Chapter 11 Cases; (c) assisting the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' business; (e) assisting the Committee in analyzing (i) the Debtors' prepetition financing, (ii) the proposed use of cash collateral, and (iii) the adequacy of the proposed budget; (f) assisting the Committee in its investigation of the liens and claims of the holders of the Debtors' prepetition debt and the prosecution of any claims or causes of action revealed by such investigation; (g) assisting the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sales of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (h) assisting and advising the Committee as to its communications to unsecured creditors regarding significant matters in the Chapter 11 Cases; (i) representing the Committee at hearings and other proceedings; (j) reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advising the Committee as to their propriety; (k) assisting the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives in the Chapter 11 Cases, including without limitation, the preparation of retention papers and fee applications for the Committee's professionals, including Lowenstein Sandler; (l) preparing, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and (m) performing such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. The firm will be paid at these rates: Partners $690 to $1,835 per hour Of Counsel $810 to $1,475 per hour Senior Counsel $630 to $1,410 per hour Counsel $575 to $1,070 per hour Associates $475 to $965 per hour Paralegals, Practice Support and Assistants $240 to $425 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As set forth in the Cohen Declaration, the following is provided in response to the request for additional information contained in paragraph D.1. of the 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: Lowenstein Sandler has agreed to discount its partner rates by 10 percent. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: Lowenstein Sandler's professionals included in this engagement have not varied their rate based on the geographic location of the Chapter 11 Cases. 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 period. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Lowenstein Sandler did not represent the Committee prior to the Petition Date. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Response: Lowenstein Sandler expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Lowenstein Sandler reserves all rights. The Committee has approved Lowenstein Sandler's proposed hourly billing rates. Jeffrey L. Cohen, Esq., a partner at Lowenstein Sandler LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey L. Cohen, Esq. Eric S. Chafetz, Esq. Jordana L. Renert, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 262-6700 Fax: (212) 262-7402 Email: jcohen@lowenstein.com echafetz@lowenstein.com jrenert@lowenstein.com About Pegasus Home Fashions Pegasus Home Fashions Inc. manufactures house furnishing products. The Company offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor. On Sep 12, 2023, the Office of the United States Trustee for the District of Delaware appointed the Committee pursuant to section 1102(a)(1) of the Bankruptcy Code. The Committee is comprised of two members: (a) International Paper, and (b) Stein Fibers, Ltd. PEGASUS HOME: Committee Hires Morris James LLP as Delaware Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Pegasus Home Fashions Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Morris James LLP as its Delaware counsel. The firm's services include: a. providing legal advice and assistance to the Committee in its consultations with the Debtors relative to the Debtors' administration of its reorganization; b. reviewing and analyzing all applications, motions, orders, statements of operations and schedules filed with the Court by the Debtors or third parties, advising the Committee as to their propriety, and, after consultation with the Committee, taking appropriate action; c. preparing necessary applications, motions, answers, orders, reports, and other legal papers on behalf of the Committee; d. representing the Committee at hearings held before the Court and communicating with the Committee regarding the issues raised, as well as the decisions of the Court; and e. performing other legal services for the Committee which may be reasonably required in this proceeding. The firm will be paid at these rates: Eric J. Monzo, Partner $795 per hour Brya M. Keilson, Partner $750 per hour Jason S. Levin, Associate $450 per hour Christopher M. Donnelly, Associate $385 per hour Stephanie Lisko, Paralegal $350 per hour Douglas J. Depta, Paralegal $350 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Morris James did not agree to a variation of its standard or customary billing arrangements for this engagement; b. None of the professionals included in this engagement have varied their rate based upon the geographic location of the Chapter 11 Cases; and c. The Committee retained Morris James on September 14, 2023. The billing rates for the period prior to this application are the same as indicated in this application; d. Morris James anticipates filing a budget at the time it files its interim fee applications, and any such budget it may file will be prior approved by the Committee. In accordance with the United States Trustee Guidelines, the budget may be amended as necessary to reflect changed circumstances or unanticipated developments. Eric J. Monzo, Esq., a partner at Morris James LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric J. Monzo, Esq. Brya M. Keilson, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: (302) 888-6800 Fax: (302) 571-1750 Email: emonzo@morrisjames.com bkeilson@morrisjames.com About Pegasus Home Fashions Pegasus Home Fashions Inc. manufactures house furnishing products. The Company offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor. On Sep 12, 2023, the Office of the United States Trustee for the District of Delaware appointed the Committee pursuant to section 1102(a)(1) of the Bankruptcy Code. The Committee is comprised of two members: (a) International Paper, and (b) Stein Fibers, Ltd. PEGASUS HOME: Seeks to Hire Prager Metis CPAs as Tax Preparer ------------------------------------------------------------- Pegasus Home Fashions Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prager Metis CPAs, LLC as their tax preparer and tax services provider. Prager Metis will prepare United States Federal and State Income Tax Returns for the jurisdictions in which the Debtors do business for the year ending Dec. 31, 2022, including extension requests and estimated tax payment computations, and provide routine tax advisory services, as necessary. The firm will be paid at these rates: Partner/Principal $490 to $550 Supervisor $330 Staff Accountant $300 Corey Neubauer, CPA, a member of Prager Metis CPAs, 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: Corey H. Neubauer, CPA Prager Metis CPAs, LLC 222 Mount Airy Road Basking Ridge, NJ 07920 Telephone: (908) 766-9800 Email: cneubauer@pragermetis.com About Pegasus Home Fashions Pegasus Home Fashions Inc. manufactures house furnishing products. The Company offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor. PEGASUS HOME: Seeks to Hire Reindeer Consulting as Tax Consultant ----------------------------------------------------------------- Pegasus Home Fashions Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Reindeer Consulting Group LLC as their tax consultant. The Debtors seek to retain Reindeer to provide tax-consulting services relating to the Debtors' eligibility for Employee Retention Credits (ERC) under the Coronavirus Aid, Relief, and Economic Security Act. The Debtors selected Reindeer as their tax consultant because of Reindeer's diverse experience and extensive knowledge in obtaining ERC. Reindeer shall be entitled to a fee equal to 10 percent of the ERC amount calculated by Reindeer as due to the Debtors and any applicable interest, less the amount of the retainer. As disclosed in the court filings, Reindeer is a "disinterested person," as such term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick Nussbaum Reindeer Consulting Group LLC 97 Canary Drive Lakewood, NJ 08701 Phone: (212) 358-4366 Email: info@reindeerconsultants.com About Pegasus Home Fashions Pegasus Home Fashions Inc. manufactures house furnishing products. The Company offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor. PENNYMAC FINANCIAL: Fitch Affirms BB- LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed PennyMac Financial Services Inc.'s (PFSI) Long-Term Issuer Default Rating (IDR) and unsecured debt rating at 'BB-'. The Rating Outlook is Stable. Today's rating action has been taken as part of a periodic review of non-bank mortgage companies, which is comprised of six publicly rated firms. KEY RATING DRIVERS PFSI's ratings are supported by its solid franchise and historical track record in the U.S. nonbank residential mortgage space, experienced senior management team with extensive industry background, and a sufficiently robust and integrated technology platform. Fitch views PFSI's multichannel approach favorably and believes its servicing retained business model with high recapture rates may serve as a natural hedge, although not a full offset to the cyclicality of the mortgage origination business. The ratings are constrained by PFSI's elevated exposure to Ginnie Mae (GNMA) loans with higher advancing needs and potentially higher regulatory scrutiny, reliance on short-term, uncommitted funding, and a complex group structure given elevated related party transactions with PennyMac Mortgage Trust (PMT), which invests in mortgage-related assets, and other affiliates. Annualized pre-tax returns on average assets (ROAA), adjusted for GNMA loans subject to repurchase, was 2.5% for the TTM ended 2Q23, down from 4.8% in 2022 and below the average of 9.3% from 2019-2022. This illustrates the cyclicality inherent in the mortgage origination business. Fitch expects operating performance will remain pressured in 2023 given the continued impact of higher rates on origination volumes and intense industry competition on gain on sale margins. However, the servicing segment should contribute more significantly towards earnings in the near term due to higher interest rates. PFSI's leverage (gross debt-to-tangible equity) was 2.5x at 2Q23, up from 1.9x a year ago, due primarily to an increase in short-term borrowings to fund originations. Fitch expects leverage to remain stable as funding debt should remain consistent and tangible equity growth will likely be limited in the near term, given the challenged earnings outlook. Corporate leverage, which excludes balances under warehouse lines of credit and repurchase agreements, was 1.2x at 2Q23, up from 1.0x a year ago and comparable to peers. Consistent with other mortgage companies, PFSI utilizes short-term wholesale funding for its operations, with secured debt representing 79% of total debt at 2Q23, comprised mainly of warehouse facilities, repurchase agreements, and bank lines secured by Mortgage Servicing Rights. As of the same date, approximately 37% of PFSI's facilities were committed, which compares favorably to peers, but is a weakness compared with other finance and leasing companies. Fitch believes the short tenor of the funding profile exposes the firm to liquidity and refinancing risks and would view a further extension of the firm's funding duration and an increase in unsecured and committed funding capacity favorably. Fitch views PFSI's liquidity profile as sound. Liquidity resources include approximately $1.5 billion of cash and equivalents and $1.8 billion of undrawn warehouse capacity to fund originations. The next unsecured debt maturity is Oct. 15, 2025, when $650 million of senior unsecured debt comes due. Fitch views PFSI's liquidity position to be sufficient to address potential margin calls and servicing advance needs. PFSI is not subject to material asset quality risks as nearly all originated loans are government or agency eligible and sold shortly after origination. However, it has exposure to repurchase or indemnification claims from third parties under certain warranty provisions. Delinquencies of 60 days or more in the owned servicing portfolio declined to 2.9% at 2Q23 compared to an average of 5.7% from 2019-2022. In general, mortgages have outperformed other consumer assets over the last year given solid home equity levels. However, unemployment remains low, and macroeconomic stress could drive higher delinquencies in 2024-2025. The Stable Rating Outlook reflects Fitch's expectation that PFSI will continue to generate consistent operating cash flow and maintain sufficient liquidity and reserves for potential margin calls and indemnification activity, and appropriate capitalization and leverage. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained profitability challenges that erode tangible equity and the firm's market position; - Gross leverage sustained above 5.0x and corporate leverage sustained above 1.5x; - Decrease in aggregate liquidity resources that constrain the company's funding flexibility; and or increased utilization of secured funding that reduces the unsecured funding mix below 10%. - Regulatory scrutiny resulting in PFSI incurring substantial fines that negatively impact its franchise or operating performance, could also drive negative rating momentum. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improvement in the funding profile, including an extension of funding duration, an increase in the committed funding percentage and the maintenance of unsecured debt above 25% of total debt; - Leverage maintained at or below 3.0x and corporate leverage maintained at or below 1.0x; - Growth of the business that enhances the franchise and platform scale; - Improved earnings consistency; and - Stronger liquidity profile, as evidenced by a meaningful increase in the percentage of available liquidity resources (cash and available borrowing capacity) to total debt. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The senior unsecured debt is equalized with PFSI's Long-Term IDR, reflecting the funding mix and average recovery prospects in a stressed scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The unsecured debt rating is primarily sensitive to changes in PFSI's Long-Term IDR and would be expected to move in tandem. However, a meaningful increase in the proportion of secured debt could result in the unsecured debt being notched down from the IDR. ADJUSTMENTS The Business Profile has been assigned below the implied score due to the following adjustment reason: Organizational structure (negative). The Earnings & Profitability has been assigned below the implied score due to the following adjustment reasons: Earnings stability (negative), historical and future metrics (negative). The Capitalization & Leverage has been assigned below the implied score due to the following adjustment reason: Profitability, payouts and growth (negative). ESG CONSIDERATIONS PFSI has an ESG Relevance Score of '4' for Customer Welfare — Fair Messaging, Privacy and Data Security, due to its exposure to compliance risks that include fair lending practices, debt collection practices and consumer data protection, which have a negative impact on the credit profile and are relevant to the rating in conjunction with other factors. PFSI has an ESG Relevance Score of '4' for Governance Structure due to board effectiveness as it relates to protection of creditor and shareholder rights and related party transactions among PMT, its externally managed REIT, and other affiliates. An ESG Relevance Score of '4' means Governance Structure is relevant to PFSI's rating but not a key rating driver. However, it impacts the rating in combination 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 Prior ----------- ------ ----- PennyMac Financial Services, Inc. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed BB- PEPPER PALACE: Saratoga Marks $33.3MM Loan at 76% Off ----------------------------------------------------- Saratoga Investment Corporation has marked its $33,320,000 loan extended to Pepper Palace, Inc to market at $7,940,156 or 24% of the outstanding amount, as of August 31, 2023, according to a disclosure contained in Saratoga's Form 10-Q for the Quarterly Period ended August 31, 2023, filed with the Securities and Exchange Commission on October 10, 2023. Saratoga is a participant in a First Lien Term Loan (3M USD TERM SOFR+ 6.25%) to Pepper Palace, Inc. The loan accrues interest at 11.80% per annum. The loan matures on June 30, 2026. As of February 28, 2023, the investment was on non-accrual status. Saratoga Investment Corp is a non-diversified closed end management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company under the Investment Company Act of 1940, as amended. The Company commenced operations on March 23, 2007 as GSC Investment Corp. and completed the initial public offering on March 28, 2007. The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Pepper Palace, Inc is a Specialty Food Retailer. PIONEER MERGER: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtor: Pioneer Merger Corp. Flagship Building 142 Seafarers Way, PO Box 2507 George Town KY1-1104 Grand Cayman Business Description: The Debtor was created as a special purpose acquisition vehicle, commonly referred to as a SPAC. Chapter 15 Petition Date: October 19, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11663 Judge: Hon. David S. Jones Foreign Proceeding: In the Matter of Pioneer Merger Corp., Grand Court of the Cayman Islands Foreign Representatives: Alexander Lawson and Christopher Kennedy Flagship Building 142 Seafarers Way, PO Box 2507 George Town KY1-1104 Grand Cayman Foreign Representatives' Counsel: R. Craig Martin, Esq. Gregory M. Juell, Esq. Malithi P. Fernando, Esq. DLA PIPER LLP (US) 1251 Avenue of the Americas New York NY 10020 Tel: (212) 335-4500 Fax: (212) 335-4501 Email: craig.martin@us.dlapiper.com gregory.juell@us.dlapiper.com malithi.fernando@us.dlapiper.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AGUJGRA/Pioneer_Merger_Corp_and_Alexander__nysbke-23-11663__0001.0.pdf?mcid=tGE4TAMA POWER BRANDS: Committee Taps Elkins Kalt as Bankruptcy Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Power Brands Consulting, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Elkins Kalt Weintraub Reuben Gartside LLP as its general bankruptcy counsel. The firm's services include: (a) advising the Committee with respect to its duties, powers, and responsibilities, in the Debtor's bankruptcy case; (b) ensuring that the Committee complies with the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Local Rules; (c) advising the Committee with respect to the various options available for resolution of the Debtor's bankruptcy case, including sale of the Debtor as an operating company, liquidation of the Debtor's assets, or reorganization of the Debtor's business; (d) advising the Committee with respect to motions and applications filed by Debtor and other parties and presenting the Committee's positions to the Court; (e) examining and advising the Committee on claims and causes of action that may belong to the Debtor's estate; and (f) performing such other legal services as may be required by the Committee. The firm will be paid at these rates: Roye Zur, Partner $625/hour Michael Gottfried, Partner $725/hour Lauren Gans, Of Counsel $550/hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Roye Zur, Esq., a partner at Elkins Kalt Weintraub Reuben Gartside LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Roye Zur, Esq. ELKINS KALT WEINTRAUB Reuben Gartside LLP 10345 W. Olympic Blvd. Los Angeles, CA 90064 Telephone: (310) 746-4400 Facsimile: (310) 746-4499 Email: rzur@elkinskalt.com About Power Brands Consulting Power Brands Consulting, LLC is a beverage startup specialist that helps design and develop packaging, create a recipe for new drink and manufacture and market test new products. Power Brands Consulting filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10993) on July 15, 2023. The petition was signed by Darin Ezra as chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Martin R. Barash presides over the case. Robert P. Goe, Esq., at Goe Forsythe & Hodges, LLP represents the Debtor as counsel. PRC 717: Seeks to Tap Cunningham Chernicoff & Warshawsky as Counsel ------------------------------------------------------------------- PRC 717 LP seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Cunningham, Chernicoff & Warshawsky, PC as its counsel. The firm will render these services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (b) prepare and file on behalf of the Debtor legal papers; and (c) perform all other legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Robert E. Chernicoff $450 Partners $200 - $400 Associate Attorneys $150 - $350 Paralegals $100 - $150 The Debtor will provide a prepetition retainer of $19,474. Robert Chernicoff, Esq., a shareholder at Cunningham, Chernicoff & Warshawsky, 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 E. Chernicoff, Esq. Cunningham, Chernicoff & Warshawsky, PC 2320 North Second Street P.O. Box 60457 Harrisburg, PA 17106 Telephone: (717) 238-6570 About PRC 717 LP PRC 717 LP sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-02285) on Oct. 4, 2023. In the petition signed by Patrick R. Connaghan, member, the Debtor disclosed up to $10 million. Judge Henry W. Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky, PC represents the Debtor as legal counsel. PROJECT CASTLE: Blackstone 2027 Fund Marks $4.4MM Loan at 15% Off ----------------------------------------------------------------- Blackstone Strategic Credit 2027 Term Fund has marked its $4,442,675 loan extended to Project Castle, Inc to market at $3,776,274 or 85% of the outstanding amount, as of June 30, 2023, according to BSCTF 2027's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Strategic Credit 2027 Term Fund is a participant in a 2020 First Lien Term Loan (3M US SOFR + 5.50%) to Project Castle, Inc. The loan matures on June 1, 2029. Blackstone Strategic Credit 2027 Term Fund is a closed-end term fund that trades on the New York Stock Exchange under the symbol BGB.BGB has a limited term and will dissolve on or about September 15, 2027, absent shareholder approval to extend such term. Project Castle, Inc is in the capital equipment industry. PROTERRA INC: Court OKs Cash Collateral Access Thru April 2024 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Proterra, Inc. and affiliates to use cash collateral on a final basis in accordance with the budget and their agreement with the prepetition parties, through April 1, 2024. The parties with an interest in the cash collateral are: (i) Bank of America, N.A. as administrative agent under the Senior Credit Agreement; and (ii) CSI GP I LLC, as collateral agent under the Notes Purchase Agreement. The Debtor requires the use of cash collateral for general corporate and working capital purposes, to pay costs in connection with the administration of the Chapter 11 Cases, to make adequate protection payments as contemplated by the Interim Order and to pay other amounts approved by the Court or as required under the Bankruptcy Code. As of the Petition Date, the Debtors have funded debt obligations in the aggregate principal amount of approximately $199.1 million, consisting of (a) $21.9 million in face amount of letters of credit issued under the First Lien Credit Facility and (b) $177.2 million in principal amount of Second Lien Convertible Notes. As of the Petition Date, other than the Prepetition Letters of Credit, there is nothing outstanding under the Loan, Guaranty and Security Agreement dated as of May 8, 2019, by and among Debtor Proterra Operating Company, Inc. (f/k/a Proterra Inc.) (OpCo), the lenders from time to time party thereto, the issuing bank party thereto, and Bank of America, N.A., as administrative agent. The borrowing capacity of the First Lien Credit Facility is up to $75 million, including a letter of credit sub-facility. In the absence of an Event of Default under and as defined in the Senior Credit Agreement, the Prepetition First Lien Lenders' loan commitments under the First Lien Credit Facility were available to OpCo on a revolving basis through the earlier of May 9, 2024 or 91 days prior to the stated maturity of any subordinated debt in the aggregate amount of $7.5 million or more. The maximum availability under the First Lien Credit Facility is subject to a borrowing base based on certain specified percentages of eligible accounts receivable and inventory, subject to certain reserves. The First Lien Credit Facility includes a $25 million letter of credit sub-line as of March 31, 2023. As of the Petition Date, no amounts are outstanding under the revolver, and there are approximately $21.9 million in face amount of letters of credit issued under the First Lien Credit Agreement. As of the Petition Date, there are approximately $177.2 million of convertible notes issued by OpCo under a convertibles notes facility documented pursuant that certain Note Purchase Agreement, dated as of August 4, 2020, by and among OpCo, the investors from time to time party thereto, the guarantors from time to time party thereto and CSI GP I LLC, as collateral agent. The Second Lien Convertible Notes bear interest of 12.0% per year, consisting of 5% in cash and 7% PIK. 98% of the Second Lien Convertible Notes are owned by the Cowen Parties. As adequate protection, the Prepetition Secured Parties, will receive the following adequate protection including: (i) the First Lien Agent will receive senior adequate protection liens, junior only to the Prepetition First Liens and Permitted Liens which are perfected as of the Petition Date and senior in priority to the Prepetition Liens and the Carve-Out, and the Second Lien Agent will receive junior adequate protection liens junior only to the Prepetition First Liens, Senior Adequate Protections Liens, Prepetition Second Liens, Senior Permitted Liens which are senior in priority to the Prepetition Second Liens, and the Carve-Out; (ii) the First Lien Agent will receive an Allowed Senior Adequate Protection Superpriority Claim and the Second Lien Agent will receive a Junior Adequate Protection Superpriority Claim pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code, having priority over all other administrative claims (other than the Carve-Out) and will otherwise be subject to the Intercreditor Agreement; and (iii) payment of (a) reasonable fees and expenses incurred by the First Lien Agent and (b) reasonable fees and expenses to the Second Lien Agent, subject to a cap of $200,000 per calendar month, and in each case, subject to certain conditions. The Carve-out means: (i) fees owing to the U.S. Trustee incurred in connection with the Chapter 11 Case, (ii) fees and expenses of a chapter 7 trustee in an amount not to exceed $25,000, (iii) professional fees, expenses and disbursements incurred by professional persons employed by the Debtors or any Committee (including any fees and expenses of the members of any Committee) at any time prior to the Termination Date and (iv) Professional Fees incurred after the Termination Date in an amount not to exceed $4 million. A copy of the order is available at https://urlcurt.com/u?l=54fkPi from PacerMonitor.com. About Proterra Inc. Proterra Inc. business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120). In the petition signed by $818,773,679 in total assets and $609,498,207 in total liabilities. Judge Brendan Linehan Shannon oversees the case. YOUNG CONAWAY STARGATT & TAYLOR, LLP represents the Debtor as legal counsel. The Debtors also tapped FTI CONSULTING, INC. as financial advisor, MOELIS & COMPANY, LLC as investment banker, and KURTZMAN CARSON CONSULTANTS LLC as claims, noticing and administrative agent. PROVIDENT FUNDING: Fitch Affirms 'B' LongTerm IDR, Outlook Negative ------------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) assigned to Provident Funding Associates, LP (Provident) at 'B' and has affirmed the senior unsecured debt rating at 'B-'/'RR5'. The Rating Outlook remains Negative. Today's rating actions have been taken as part of a periodic peer review of non-bank mortgage companies, which is comprised of six publicly rated firms. KEY RATING DRIVERS The Negative Outlook reflects the near-term refinancing risk and expected reduction in funding flexibility associated with the approaching maturity of Provident's $230 million of senior unsecured notes due in June 2025. Current liquidity resources on hand at 2Q23, including cash and secured borrowing capacity, are insufficient to repay the notes without tapping capital markets. Compared to when the notes were issued, senior unsecured markets are much less accessible at reasonable costs given sector challenges. Secured funding sources would require further asset encumbrance, reducing funding flexibility. The ratings affirmation reflects Provident's long track record as an originator and servicer, its focus on higher quality, agency-eligible originations, maintenance of solid asset quality in the servicing portfolio, conservative leverage as well as an experienced management team with deep industry background through multiple business cycles. Fitch believes the highly cyclical nature of the mortgage origination business, the capital intensity and valuation volatility of mortgage servicing rights (MSRs), intense legislative and regulatory scrutiny, and exposure to liquidity risks from margin calls related to interest rate hedging, represent rating constraints for non-bank mortgage companies. Rating constraints specific to Provident include its nominal market share within the wholesale and direct mortgage origination space, which is dominated by larger players, and elevated key person risk related to CEO Craig Pica, who, together with the Pica family, exercise significant control over the company as majority shareholders. Fitch believes Provident will continue to experience lower origination volumes and compressed gain on sale margins through the Outlook horizon given the high interest rate environment and intense competition among mortgage lenders. However, Provident has weathered the challenging operating environment well for the TTM ended 2Q23, earning a pretax return on average assets (ROAA), adjusted for Ginnie Mae loans subject to repurchase right, of 1.8%, which is strong relative to peers and attributable to its timely cost reduction efforts, and further aided by valuation gains in its MSR portfolio. Provident was able to remain profitable even through 4Q22 and 1Q23, when many competitors experienced losses. Fitch expects ROAA will remain in the 1.5% to 2% range over the medium term. Provident's leverage (gross debt to tangible equity) was 3.7x at 2Q23, compared with 2.6x at YE 2022. While the capital base has remained relatively constant, warehouse and MSR facility usage has increased more recently due to higher balances of loans held for sale and MSRs, partially offset by senior unsecured note repurchases of $22.8 million in 1H23. Fitch expects leverage to remain relatively consistent over the Outlook horizon as lower retained earnings growth is offset by a decline in balance sheet assets as the company chooses to sell the MSRs on a majority of its originated loans. Corporate non-funding leverage, which excludes balances under warehouse facilities from gross debt, was 1.7x at 2Q23, up slightly from 1.5x at YE 2022. Fitch expects this metric to increase as the company funds its growing MSR portfolio with secured facilities, but to remain under 2x over the Outlook horizon. Consistent with other mortgage companies, Provident remains reliant on the wholesale debt market to fund operations. Secured debt, which was 77% of total debt at 2Q23, is comprised of bank warehouse facilities and an MSR backed credit facility. Approximately 40% of the facilities were committed at 2Q23, which is at the higher end of the peer group. Unsecured funding was 23% of total debt at 2Q23, corresponding to Fitch's 'bb' category quantitative benchmark range of 10%-35% for balance sheet-heavy finance and leasing companies with a sector risk operating environment score in the 'bbb' category. However, this percentage will decline when the $230 million of senior unsecured notes come due in June 2025 if they are not refinanced with new unsecured debt. Provident's funding tenor remains short, which, along with the senior unsecured note maturity, exposes the company to heightened refinancing risk. Fitch would view a further extension of the funding duration and the successful refinancing of the senior unsecured notes with new unsecured notes favorably. Liquidity resources include $28 million in unrestricted cash at 2Q23, as well as availability of $30 million on a $225 million MSR line ($175 million of which is committed), which can act as a contingent resource, in addition to $1.5 billion in aggregate availability on warehouse facilities to fund originations. Subsequent to quarter end, the MSR facility was upsized to $275 million ($225 million of which is committed). The company also has the ability to adjust the amount of servicing it retains on loans sold to improve current cash flows. Through 1H23, the company retained 46% of MSRs created compared to 86% in 2019, improving its liquidity position and benefitting from high MSR valuations. Fitch believes Provident's liquidity resources have the ability to manage through potential margin calls and any servicing advance risk, which has historically been low. However, if Provident is not able to refinance the senior unsecured notes, current liquidity would be insufficient to meet the debt maturity. Like many other mortgage companies over the last year, Provident has been growing its MSR portfolio through secured borrowings to offset lower earnings from originations. MSR as a proportion of equity has grown to 1.9x at 2Q23 from 1.5x at YE 2020. While this remains in line with the rated peer average, it exposes Provident's equity and earnings to fluctuations in the value of MSRs. Provident is not subject to material asset quality risks because nearly all originated loans are conforming agency eligible and sold to investors shortly after origination. Performance of the servicing portfolio remains strong relative to peers with the 60+ day delinquency rate, including forbearance, at 0.19% as of 2Q23, down from 0.20% at YE 2022 and 0.67% at YE 2021. In general, mortgages have outperformed other consumer assets over the last year given solid home equity levels. Still, unemployment remains low, and macroeconomic stress could drive higher delinquencies in 2024-2025. Provident does have exposure to potential repurchase or indemnification claims on loans sold under certain warranty provisions, although claims in recent years have been minimal and reserves remain sufficient to cover these charges. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to refinance upcoming debt maturities with new unsecured debt in a timely manner such that the unsecured mix declines below 15%; - Sustained negative earnings, which result in a sustained increased in corporate non-funding leverage above 1.5x; - An increase in total leverage above 6.0x; - Erosion of the franchise strength as evidenced by significantly reduced market share; - Regulatory scrutiny resulting in Provident incurring substantial fines that negatively impact its franchise or operating performance; - The departure of Craig Pica, who has led the growth and direction of the company; Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improved consistency of profitability levels, as evidenced by the maintenance of ROAA of 1% or higher and maintenance of origination and servicing market share around current levels; - Leverage being sustained at-or-below 4.0x on a gross debt to tangible equity basis; - Further extension of the funding duration or maintenance of an unsecured funding mix above 25%; - Enhanced liquidity as evidenced by liquid resources as a percentage of total debt above 20%; and - Demonstrated effectiveness of corporate governance policies. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The senior unsecured debt rating is one notch below the Long-Term IDR, given the funding mix, subordination to secured debt in the capital structure and a limited pool of unencumbered assets, reflecting below average relative recovery prospects in a stress scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The unsecured debt rating is primarily sensitive to changes in the Long-Term IDR and secondarily to the funding mix and available collateral. A material increase in unencumbered assets and recovery prospects could narrow the notching between the Long-Term IDR and the unsecured notes, while a material increase in secured debt could result in a wider notching. ADJUSTMENTS The Standalone Credit Profile has been assigned below the implied Standalone Credit Profile due to the following adjustment reason(s): Weakest Link -- Funding, Liquidity & Coverage (negative). The Sector Risk Operating Environment score has been assigned in line with the implied score. The Business Profile score has been assigned below the implied score due to the following adjustment reason(s): Business model (negative). The Asset Quality score has been assigned below the implied score due to the following adjustment reason(s): Historical and future metrics (negative). The Earnings & Profitability score has been assigned in line with the implied score. The Capitalisation & Leverage score has been assigned below the implied score due to the following adjustment reason(s): Risk profile and business model (negative). The Funding, Liquidity & Coverage score has been assigned in line with the implied score. Historical and future metrics was identified as a relevant negative factor in the assessment. ESG CONSIDERATIONS Provident has an ESG Relevance Score of '4' for Governance Structure due to elevated key person risk related to its CEO, Craig Pica, who has led the growth and strategic direction of the company, as well as the presence of significant levels of ongoing transactions with affiliated parties. An ESG Relevance Score of '4' means Governance Structure is relevant to Provident's rating but not a key rating driver. However, it does have an impact on the rating in combination with other factors. Provident also has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy, and Data Security due to its exposure to compliance risks including fair lending practices, debt collection practices, and consumer data protection, 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 ----------- ------ -------- ----- Provident Funding Associates, L.P. LT IDR B Affirmed B senior unsecured LT B- Affirmed RR5 B- PRR 200: Seeks to Hire Smith Kane Holman as Bankruptcy Counsel -------------------------------------------------------------- PRR 200, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Smith Kane Holman, LLC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its rights and obligations pursuant to the code; (b) assist the Debtor in the preparation of the schedules and statement of financial affairs and any amendments thereto; (c) represent the Debtor at its first meeting of creditors and any and all Rule 2004 examinations; (d) prepare any and all necessary legal documents; (e) assist the Debtor in the formulation and seek confirmation of a Chapter 11 plan and disclosure materials; and (f) perform all other legal services for the Debtor that may be necessary or desirable in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Partners $375 – $475 Associates $275 – $350 Paralegals $75 – $100 In addition, the firm will seek reimbursement for expenses incurred. David Smith, Esq., an attorney at Smith Kane Holman, 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 B. Smith, Esq. Smith Kane Holman, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Telephone: (610) 407-7215 Facsimile: (610) 407-7218 Email: dsmith@skhlaw.com About PRR 200 LLC PRR 200, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-13025) on Oct. 6, 2023. In the petition filed by Shloime Horowitz, sole member, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Patricia M. Mayer oversees the case. David B. Smith, Esq., at Smith Kane Holman, LLC represents the Debtor as legal counsel. RA CUSTOM: Seeks Approval to Hire Keller Williams Realty as Broker ------------------------------------------------------------------ RA Custom Design, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Diamond Blackmon Owens of Keller Williams Realty Atlanta Perimeter as its real estate broker. The Debtor owns certain real property located at: (i) 1410 Lavista Road NE, Atlanta, GA 30324; (ii) 5622 Livesage Drive, Atlanta, GA 30349; and (iii) 4269 Maner Street, Smyrna, GA 30080. The professional services which Broker is to render include: a) make an inspection of the real property: b) market the real property for sale; and c) such other work as may be indicated by the broker's analysis of the real property, the Debtor, and the estate. The broker has agreed to perform the services for a commission of 6 percent. As disclosed in a court filing, Diamond Blackmon Owens is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Diamond Blackmon Owens Keller Williams Realty Atl Perimeter 200 Glenridge Pt Pkwy. S-100 Atlanta, GA 30342 Phone: (404) 861-0660 Email: diamondb@kw.com About RA Custom Design, Inc. RA Custom Design, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58494) on Sept. 1, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Raymond Curry, authorized representative, signed the petition. Judge Sage M. Sigler oversees the case. Cameron M. McCord, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. RADIATE HOLDCO: Blackstone Fund Marks $1.2MM Loan at 16% Discount ----------------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $1,290,176 loan extended to Radiate Holdco, LLC to market at $1,080,039 or 84% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Term Loan (1M US L + 3.25%) to Radiate Holdco, LLC. The loan matures on September 25, 2026. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. Radiate Holdco LLC, also known as Astound Broadband, and backed by Stonepeak, is a broadband communications services provider and cable operator doing business via regional providers RCN, Grande Communications, Wave Broadband and enTouch Systems. RESHAPE LIFESCIENCES: Falls Short of Nasdaq Minimum Bid Price Rule ------------------------------------------------------------------ ReShape Lifesciences Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it received a written notice from the Listing Qualifications department of The Nasdaq Stock Market indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. The Bid Price Notice provides that the Company will have a compliance period of 180 calendar days in which to regain compliance. If at any time during this period the closing bid price of the Company's common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Nasdaq Staff will provide the Company with a written confirmation of compliance and the matter will be closed. If the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the 180-calendar day period, but meets the continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price, and provides written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted an additional 180 calendar days to regain compliance with Rule 5550(a)(2). The Company intends to actively monitor its performance with respect to the listing standards and will consider available options to resolve the deficiency and regain compliance with the Nasdaq rules, including, if necessary, implementing a reverse stock split. About ReShape Lifesciences ReShape Lifesciences Inc. (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. Reshape Lifesciences reported a net loss of $46.21 million for the year ended Dec. 31, 2022, compared to a net loss of $63.15 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $16.35 million in total assets, $8.59 million in total liabilities, and $7.76 million in total stockholders' equity. Irvine, California-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has suffered recurring losses and negative cash flows. The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue. This raises substantial doubt about the Company's ability to continue as a going concern. REVITALID PHARMACEUTICAL: Unsecureds be Paid in Full or Reinstated ------------------------------------------------------------------ RevitaLid Pharmaceutical Corp., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for Joint Prepackaged Chapter 11 Plan dated October 12, 2023. The Debtors, together with their non-Debtor affiliates (the "Company"), are a specialty pharmaceutical company focused on the development and commercialization of products that target markets with underserved patient populations in the ocular medicine and medical aesthetics therapeutic areas. In light of these challenges and difficulties with volatility in the stock market (particularly with regard to pharmaceutical stocks), and facing both interest payment and covenant defaults, the Debtors and their advisors promptly initiated negotiations with their stakeholders commenced negotiations with their stakeholders, including the Secured Noteholders. Those negotiations resulted in the Plan for which the Debtors filed these Chapter 11 Cases and seek to implement. Upon consummation of the Plan, the Debtors' business will continue as a going concern with a significantly deleveraged capital structure. The Plan implements a prepackaged restructuring agreed to among the Debtors and the Debtors' major stakeholders, including the Secured Noteholders and Holders of SPA Rejection Unsecured Claims. The restructuring will result in the emergence of the Debtors as a going concern (the "Reorganized Debtors") with a significantly deleveraged capital structure. The anticipated benefits of the prepackaged restructuring, including the Plan, include, without limitation, the following: * An equitization of approximately $80.1 million of the Debtors' secured debt; * Continuing as a going concern, preserving approximately 100 existing jobs, comprised of all full-time employees, independent contractors, and temporary workers providing services to the Debtors; * Obtaining an infusion of approximately $25.0 million of new money, comprised of $17.5 million of debtor in possession financing and $7.5 million of committed exit financing; * Assuming nearly all executory contracts and unexpired leases of the Debtors, and continuing performance and payment thereunder in the ordinary course; * Paying in full or reinstating substantially all general unsecured trade claims against the Debtors; and * Prompt emergence of the Debtors from chapter 11. The Plan provides for a comprehensive restructuring of the Debtors' prepetition obligations, preserves the going-concern value of the Debtors' businesses, maximizes all creditor recoveries, and protects the jobs of the Debtors' invaluable employees, including Management. Class 4 consists of General Unsecured Claims. On the Effective Date, each Holder of a General Unsecured Claim, as determined by the Debtors or the Reorganized Debtors, as applicable, with the consent of the DIP Lender and the Secured Noteholders, shall receive: (i) Payment in full in Cash; (ii) Reinstatement of its General Unsecured Claim; or (iii) such other treatment rendering such General Unsecured Claim unimpaired in accordance with section 1124 of the Bankruptcy Code. This Class is unimpaired. Class 5 consists of SPA Rejection Unsecured Claims. On the Effective Date, each Holder of an Allowed SPA Rejection Unsecured Claim will receive, pursuant to the Restructuring Transactions, its Pro Rata share of the SPA Rejection Unsecured Claims Recovery, subject to dilution by the Management Incentive Plan. On the Effective Date, subject to the New Common Equity Election, as specified in the Restructuring Transactions Exhibit, Allowed Equity Interests shall either (x) be cancelled, released and extinguished without further action of the Debtors, and shall have no further force or effect or (y) be Reinstated. The Reorganized Debtors shall use Cash on hand (including proceeds of the DIP Facility) to fund distributions to certain holders of Claims entitled to receive Cash. On the Effective Date, the applicable Reorganized Debtors will enter into the Exit Facility, the terms of which will be set forth in the Exit Facility Documents, which shall be in form and substance acceptable to the Debtors, the DIP Lender and the Secured Noteholders. A full-text copy of the Disclosure Statement dated October 12, 2023 is available at https://urlcurt.com/u?l=VnrNQu from PacerMonitor.com at no charge. About RevitaLid Pharmaceutical RevitaLid Pharmaceutical Corp. is a specialty pharmaceutical company focused on developing and commercializing eyecare and medical aesthetics products. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Lead Case No. 23-11704) on Oct. 12, 2023, with $100 million to $500 million in assets and liabilities. Brian Markison, chief executive officer, signed the petitions. RICHARDS, LAYTON & FINGER, P.A. and ROPES & GRAY LLP are the Debtors' legal counsel. RITE AID: A&G Plans to Sell 78 Neighborhood Pharmacy Leases ----------------------------------------------------------- A&G Real Estate Partners, in its capacity as real estate advisor to Rite Aid Corporation (the "Company"), on Oct. 17 announced plans to market for sale 78 Rite Aid and Bartell Drugs neighborhood pharmacy leases, as well as 21 fee-owned properties, pending approval by the U.S. Bankruptcy Court for the District of New Jersey. The initial leases and properties are available in private sales, pending court-approval, as part of Rite Aid's financial restructuring process. As it moves through this process, the Company will continue assessing its property footprint and close additional stores to improve its overall financial performance. "Rite Aid, which operates more than 2,100 retail pharmacy locations across 17 states, is working collaboratively with its financial stakeholders to reduce its debt and position its business for success," said Andy Graiser, Co-President of New York-based A&G. "Portfolio optimization is a powerful and essential part of that go-forward strategy." Including options, all leases being marketed by Rite Aid--the third-largest drugstore chain in the United States--boast more than 10 years of remaining term. The initial leases are located in the following nine states: -- California (16) -- Maryland (4) -- Michigan (15) -- New Jersey (6) -- New York (14) -- Ohio (1) -- Oregon (1) -- Pennsylvania (12) -- Washington (6 Rite Aid, 3 Bartell Drugs) In addition, A&G is offering on behalf of the Company 21 fee-owned properties (both stores and land) in the following 11 states: -- Alabama (1) -- California (1) -- Idaho (1) -- Michigan (1) -- New Hampshire (2) -- New Jersey (2) -- New York (3) -- Ohio (3) -- Oregon (1) -- Pennsylvania (5) -- Washington (1) The owned and leased stores range from 6,400 to 37,154 feet. Some are located in downtowns, strip centers and power centers, while others are freestanding--including high-visibility stores with drive-thru windows. "In the highly competitive national chain drugstore business, finding prominent, high-quality real estate has always been a top priority, and the locational characteristics of many of Rite Aid's stores are part of what make this such an extraordinary opportunity for retailers, restaurants and real estate investors," noted A&G Senior Managing Director Todd Eyler. "The size ranges of these properties are in high demand among potential replacement users--a list that includes dollar stores, gyms, grocers, specialty discount stores and fast-growing quick-serve restaurants," said A&G Senior Managing Director Mike Matlat. "We anticipate robust interest from a wide array of retail operators, as well as non-retail medical, health, wellness and service-related businesses." As the Company's restructuring process moves forward in the weeks ahead, A&G will market additional leases, with the total number depending on the outcome of ongoing negotiations between A&G and Rite Aid landlords. The quickly moving plan centers on exiting certain locations to ensure optimal performance of Rite Aid's real estate footprint. "Our role also includes advising on lease portfolio optimization as Rite Aid strengthens its overall financial performance by reducing its rent expenses while continuing to meet the needs of its customers, communities and associates," Graiser said. "As it does so, other retailers and investors will gain access to some strong locations, in many cases with complementary co-tenants, in attractive markets across the United States." For additional details, visit https://www.agrep.com/index.php/rite-aid and/or contact Mike Matlat, (631) 465-9508, mike@agrep.com, or Todd Eyler, (914) 325-1602, Senior Managing Director, todd@agrep.com. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. RITE AID: Has Interim OK of DIP Loans from Bank of America ---------------------------------------------------------- Rite Aid Corporation and affiliates won interim approval from the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral and obtain postpetition financing. Rite Aid has entered into a superpriority senior secured priming asset-based credit facility from a consortium of lenders led by Bank of America, N.A., as administrative agent, in the aggregate principal amount of $3.25 billion. The facility consists of of: (A) a senior secured superpriority revolving credit facility in the aggregate principal amount equal to $2.85 billion and (B) a senior secured superpriority "first in, last out" term loan facility in the aggregate principal amount of $400 million pursuant to the DIP Orders and the definitive credit agreement governing the DIP ABL Facilities. Rite Aid also has entered into a superpriority senior secured asset-based term loan credit facility from a consortium of lenders led by Bank of America, N.A., as administrative agent and collateral agent, consisting of term loan commitments in an aggregate principal amount equal to $200 million. The DIP facilities are due and payable one year after the Closing Date. The Debtors are required to comply with certain milestones in the chapter 11 cases, including with respect to filing and obtaining approval of motions with regard to the conduct and consummation of marketing and sale processes for certain of the Debtors' assets and the solicitation and confirmation of a chapter 11 plan. The Debtors have initiated chapter 11 cases to address financial and operational challenges. Economic headwinds, including inflation, labor costs, and declining retail demand, have constrained liquidity. The Debtors' capital structure has limited their ability to execute operational initiatives and requires a long-term solution. Rite Aid's financial distress has been acute since posting $750 million in net losses in fiscal year 2023. To achieve long-term success, the Debtors and their advisors have implemented liability-management and cost-saving measures, but a significant operational turnaround is needed. Negotiations have focused on potential going-concern sales of retail and pharmacy benefit services businesses and equitization of prepetition secured notes debt. The cash collateral and DIP Facilities will be used to pay the principal, interest, fees, expenses, and other amounts payable and reimbursable under the DIP Documents and the DIP Orders as such become due, make permitted adequate protection payments, and provide funding for working capital and other general corporate purposes. As of the Petition Date, the Debtors had outstanding secured debt obligations in the aggregate principal amount of approximately $4 billion under two credit facilities, two series of secured notes, and certain finance leases. Rite Aid Corporation is the borrower under the credit agreement dated as of December 20, 2018, by and among RAD, the lenders party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent thereunder, and the other parties thereto. The Prepetition ABL Credit Agreement provides for asset-based credit facilities consisting of (a) a $2.85 billion asset-based revolving credit facility and a $400 million "first-in, last-out" term loan facility. Under the Prepetition ABL Credit Agreement, the Prepetition FILO Facility is contractually subordinated to the Prepetition Revolving Facility in right of payment. The Prepetition ABL Facilities are guaranteed by a substantial majority of Rite Aid Corporation's Debtor subsidiaries and secured by liens on substantially all of the Debtors' property. The Prepetition Revolving Facility and Prepetition FILO Facility both mature in August 2026. As of the Petition Date, the outstanding principal amount of Prepetition Revolving Loans totals approximately $2.2 billion, the outstanding principal amount of Prepetition FILO Loans totals approximately $400 million, and letters of credit issued and outstanding under the Prepetition Revolving Facility total approximately $237 million. Rite Aid Corporation is also the issuer of these secured notes: a. 7.5% Senior Secured Notes due 2025. On February 5, 2020, Rite Aid Corporation issued $600 million of 7.500% Senior Secured Notes due July 1, 2025 (approximately $320 million of which remains outstanding as of the Petition Date). The 2025 Secured Notes are guaranteed by each of the other Debtors. b. 8% Senior Secured Notes due 2026. On July 27, 2020, Rite Aid Corporation issued $850 million of 8% Senior Secured Notes due November 15, 2026 (approximately $850 million of which remains outstanding as of the Petition Date). The 2026 Secured Notes are guaranteed by each of the other Debtors. The Company leases most of its retail stores, certain distribution facilities, and certain equipment and other assets under non-callable operating and finance leases. The Finance Leases generally have initial lease terms of five to twenty-two years. As of the Petition Date, approximately $17.7 million remains outstanding under the Finance Leases. As adequate protection, the Prepetition Secured Parties will be granted additional and replacement, valid, binding, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens as of the date of the Interim Order. As further adequate protection, each of the Prepetition Agents, for the benefit of themselves and the respective Prepetition Secured Parties, will be granted allowed administrative expense claims in each of the Cases ahead of and senior to any and all other administrative expense claims in such Cases to the extent of any postpetition Diminution in Value, but junior to the Carve Out and the DIP Superpriority Claims and with the priorities set forth in the Prepetition Intercreditor Agreement. Members of the lending consortium are: * BANK OF AMERICA, N.A., as the Administrative Agent; and as Lender and an Issuing Bank * WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and an Issuing Bank * CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender and an Issuing Bank * BMO BANK N.A., as a Lender and an Issuing Bank * FIFTH THIRD BANK, as a Lender and an Issuing Bank * MUFG UNION BANK, N.A., as a Lender and an Issuing Bank * PNC BANK, NATIONAL ASSOCIATION, as a Lender and an Issuing Bank * TRUIST BANK, as a Lender and an Issuing Bank * ING CAPITAL LLC, as a Lender and an Issuing Bank * CITIZENS BANK, N.A., as a Lender * TD BANK, N.A., as a Lender * THE HUNTINGTON NATIONAL BANK, as a Lender * FIRST-CITIZENS BANK & TRUST COMPANY, N.A., as a Lender * U.S. BANK NATIONAL ASSOCIATION, as a Lender * UBS AG, STAMFORD BRANCH, as a Lender * SIEMENS FINANCIAL SERVICES, INC., as a Lender * WEBSTER BUSINESS CREDIT CORPORATION, as a Lender * KEYBANK NATIONAL ASSOCIATION, as a Lender * NYCB SPECIALTY FINANCE COMPANY, LLC, a wholly owned subsidiary of New York Community Bank, as a Lender * ATLANTIC UNION BANK, as a Lender * CATHAY BANK, as a Lender * APPLE BANK FOR SAVINGS, as a Lender A copy of the motion is available at https://urlcurt.com/u?l=bSk3wA from PacerMonitor.com. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, the Debtor disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the case. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C. as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructing Administration as claims and noticing agent. RITE AID: Joint Plan and Disclosure Statement Filed --------------------------------------------------- Rite Aid Corporation has filed with the U.S. Bankruptcy Court for the District of New Jersey a joint plan of reorganization and accompanying disclosure statement. Rite Aid explained in a regulatory filing with the Securities and Exchange Commission that prior to the commencement of the Chapter 11 Cases, the Company and certain of its direct and indirect subsidiaries reached an agreement in principle with certain holders of the Company's 7.500% Senior Secured Notes due 2025 and 8.000% Senior Secured Notes due 2026 and the indentures relating to the same on the terms of a comprehensive restructuring transaction to be implemented through the Chapter 11 Cases. The Restructuring Term Sheet remains subject to definitive documentation, including execution of a restructuring support agreement, which the Company expects to enter into with the Consenting Noteholders in the coming days. The Restructuring Transaction contemplates agreed-upon terms for a pre-arranged financial and operational restructuring. Through the Restructuring, the Consenting Noteholders will, subject to certain terms and conditions and agreement on the terms of the Restructuring Support Agreement, support a restructuring of the existing debt of, existing equity interests in, and certain other obligations of the Company Parties, pursuant to a plan of reorganization under Chapter 11 of the Bankruptcy Code in the Chapter 11 Cases. Subject to definitive documentation and the satisfaction of certain terms and conditions, the Restructuring contemplates a debt-for-equity transaction to be implemented through the Plan pursuant to which holders of the Senior Secured Notes will receive, in full satisfaction of their claims, common equity of the Company or an entity formed to indirectly acquire substantially all of the assets and/or stock of the Company as may be contemplated by the Restructuring. In the event the Plan Restructuring is not effectuated in accordance with the terms and conditions of the Restructuring Term Sheet, the Restructuring Term Sheet contemplates the Consenting Noteholders will agree, subject to agreement on the terms of the Restructuring Support Agreement and subject to certain terms and conditions, to purchase all, substantially all, or a material portion of the Company's assets through a "credit bid" sale transaction under section 363 of the Bankruptcy Code. Any Plan Restructuring or Credit Bid Transaction will be subject to the Company's potential receipt of otherwise "higher or better" offers pursuant to the court-approved sale to be run by the Debtors in Chapter 11 with respect to a sale of the Debtors' assets. In a Plan Restructuring, Credit Bid Transaction, or any other transaction contemplated by the Restructuring Support Agreement, it is possible that holders of Secured Notes Claims receive all or a portion of their recovery in the form of cash proceeds of one or more asset sales or a combination of cash proceeds and equity in New Rite Aid. The Plan, which remains subject to ongoing negotiations, embodies the terms set forth in the Restructuring Term Sheet, which, among other things, contemplates treatment of the claims of the Company's stakeholders as set forth. Bracketed items reflect the conditional nature of such treatment, as is set forth in the Plan. * each holder of a claim on account of the DIP ABL Facility shall receive, in full satisfaction of its claim, (a) in the event of a Plan Restructuring, its allocated share of the Exit ABL Facility, or (b) in the event of a Credit Bid Transaction or an Alternative Sale Transaction, either, at the DIP ABL Lenders' discretion, (i) payment in full, in Cash, or (ii) its allocated share of the Exit ABL Facility; * each holder of a claim on account of the DIP FILO Facility shall receive, in full satisfaction of its claim, (a) in the event of a Plan Restructuring, its allocated share of the Exit FILO Term Loan Facility, or (b) in the event of a Credit Bid Transaction or an Alternative Sale Transaction, either, at the DIP FILO Lenders' discretion, (i) payment in full, in Cash, or (ii) its allocated share of the Exit FILO Term Loan Facility; * each holder of a DIP Term Loan Claim shall receive, in full and final satisfaction of its claim, payment in full, in Cash; * to the extent any allowed ABL Facility Claim remains outstanding on the Effective Date, each holder of an ABL Facility claim shall receive, in full and final satisfaction of its claim, either payment in full, in Cash, or reinstatement of the Allowed ABL Facility Claim under the Exit ABL Facility; * to the extent any allowed FILO Term Loan Facility Claim remains outstanding on the Effective Date, each holder of a FILO Term Loan Facility Claim shall receive, in full and final satisfaction of its claim, either payment in full, in Cash, of all ABL Facility Claims, or reinstatement of the Allowed FILO Term Loan Facility Claims under the FILO Term Loan Facility; * each holder of an allowed Senior Secured Notes Claim, in full satisfaction of its claim, shall receive (a) in the event of a Plan Restructuring, [(i) 100% of the common equity (the "New Common Stock") of New Rite Aid, subject to dilution by the Management Incentive Plan, and any equity-linked securities issued to the holders of allowed General Unsecured Claims, plus (ii) its pro rata share of the takeback facility, if applicable; or (b) in the event the Restructuring Transaction is not a Plan Restructuring, [its pro rata share of the Distributable Proceeds, if any, pursuant to the Waterfall Recovery]]; * each holder of an allowed General Unsecured Claim, in full satisfaction of its claim, subject to (A) the DIP Term Loan Claims, the ABL Facility Claims, and the FILO Term Loan Facility Claims being satisfied in full, in Cash, or such other treatment acceptable to the DIP Lenders and / or the ABL Lenders and the FILO Lenders, as applicable, in their sole discretion, and (B) the satisfaction of any Allowed Adequate Protection Claims, shall receive [[__]% of an equity-linked instrument in New Rite Aid (form and terms to be determined), calculated as of the Effective Date and equal to the product of a formula calculated as the (midpoint value of owned real estate not encumbered prior to the Petition Date, less the costs and expenses to be paid by, or estimated to be paid by, the Debtors' Estates to administer the Chapter 11 Cases) divided by (the sum of the numerator plus the total amount (including principal and accrued but unpaid interest) of the equitized Senior Secured Notes Claims)]; * each Intercompany Claim shall be, at the option of the Debtors, reinstated, set off, settled, distributed, contributed, cancelled, or released without any distribution on account of such Intercompany Claim, or such other treatment as is reasonably determined by the Debtors; * each Intercompany Interest shall be, at the option of the Debtors, reinstated, set off, settled, distributed, contributed, cancelled, or released without any distribution on account of such Intercompany Interest, or such other treatment as is reasonably determined by the Debtors; * all Existing Equity Interests in Rite Aid will be cancelled and extinguished, and Holders of Existing Equity Interests in Rite Aid shall receive no recovery on account of such Interests; and * Section 510(b) Claims shall be discharged, cancelled, released, and extinguished without any distribution to Holders of such Claims. The Restructuring Term Sheet contains milestones for the progress of the Chapter 11 Cases, which include the dates by which the Debtors are required to, among other things, obtain certain orders of the Court and consummate the Restructuring Transactions. Although the Company intends to pursue the Restructuring as contemplated by the Restructuring Term Sheet, there can be no assurance that the Company will be successful in entering into a Restructuring Support Agreement on the terms set forth in the Restructuring Term Sheet and the terms of the Restructuring Support Agreement and Plan may be subject to material change. In addition, the transactions contemplated by the Restructuring Term Sheet are subject to approval by the Bankruptcy Court, among other conditions. Accordingly, no assurance can be given that the transactions described therein will be consummated on the expected terms, if at all. Elixir Stalking Horse APA On October 15, 2023, Hunter Lane, LLC, a subsidiary of the Company, and certain of Hunter Lane, LLC's subsidiaries entered into an asset purchase agreement with a buyer, MedImpact Healthcare Systems, Inc., pursuant to which the Buyer has agreed to purchase, subject to the terms and conditions contained therein, substantially all of the assets of the Sellers, which, collectively constitute the "Elixir Assets." The Sellers are Debtors in the Chapter 11 Cases. The acquisition of the Elixir Assets by the Buyer pursuant to the Elixir Stalking Horse APA is subject to approval of the Bankruptcy Court and one or more auctions, if necessary, to solicit higher or otherwise better bids. On October 15, 2023, the Debtors filed a motion (the "Bidding Procedures Motion") seeking approval of, among other things, certain marketing, auction, and bidding procedures ("Bidding Procedures"), pursuant to which the Debtors will solicit and select the highest or otherwise best offer(s) for the sale or sales of the Elixir Assets and the Debtors' retail asset portfolio. The Bidding Procedures Motion additionally seeks Bankruptcy Court approval of the Elixir Stalking Horse APA and designation of the Buyer as the "stalking horse" bidder for the Elixir Assets. The Debtors anticipate that the Bankruptcy Court will enter an order approving the relief requested in the Bidding Procedures Motion after a hearing scheduled for October 16. 2023. In accordance with the Bidding Procedures, if the Debtors receive any higher or otherwise better bids by November 16, 2023, the Debtors expect to conduct an auction for the Elixir Assets by November 20, 2023. As the stalking horse bidder, the Buyer's offer to purchase the Elixir Assets, as set forth in the Elixir Stalking Horse APA, serves as the minimum or bid floor on which the Debtors, their creditors, other stakeholders, and other bidders may rely. Other interested bidders will be permitted to participate in the auction for the Elixir Assets, if, in accordance with the Bidding Procedures, such interested bidders submit qualifying offers that are higher or otherwise better than the stalking horse bid. Under the terms of the Elixir Stalking Horse APA, the Buyer has agreed, subject to Bankruptcy Court approval and absent any higher or otherwise better bid, to acquire the Elixir Assets from the Sellers for $575 million (the "Purchase Price"), subject to certain adjustments in accordance with the terms and conditions of the Elixir Stalking Horse APA, plus the assumption of specified liabilities related to the Elixir Assets. If the Sellers receive a better or otherwise higher bid and the Bankruptcy Court approves the Sellers' consummation of an alternative sale of the Elixir Assets to any purchaser other than the Buyer, the Sellers will pay the Buyer a break-up fee and reimbursement of certain expenses associated with the negotiation, drafting, and execution of the Elixir Stalking Horse APA, not to exceed 3.5% of the Purchase Price in the aggregate, subject to approval by the Bankruptcy Court. Events of Default Rite Aid said the filing of the Chapter 11 Cases constitutes an event of default that accelerated obligations under these debt instruments and agreements: * Credit Agreement, dated as of December 20, 2018, among Rite Aid Corporation, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent, amended by (i) the First Amendment to Credit Agreement, dated as of January 6, 2020, among Rite Aid Corporation, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, (ii) the Second Amendment to Credit Agreement, dated as of August 20, 2021, among Rite Aid Corporation, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent and (iii) the Third Amendment to Credit Agreement, dated as of December 1, 2022, among Rite Aid Corporation, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent; * Indenture, dated as of August 1, 1993, between Rite Aid Corporation, as issuer, and Morgan Guaranty Trust Company of New York, as trustee, related to the Company's 7.70% Notes due 2027; * Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and U.S. Bank Trust National Association (as successor trustee to Morgan Guaranty Trust Company of New York) to the Indenture dated as of August 1, 1993, between Rite Aid Corporation and Morgan Guaranty Trust Company of New York, relating to the Company's 7.70% Notes due 2027; * Indenture, dated as of December 21, 1998, between Rite Aid Corporation, as issuer, and Harris Trust and Savings Bank, as trustee, related to the Company's 6.875% Notes due 2028; * Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank to the Indenture, dated December 21, 1998, between Rite Aid Corporation and Harris Trust and Savings Bank, related to the Company's 6.875% Notes due 2028; * Indenture, dated as of February 5, 2020, among Rite Aid Corporation, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., related to the Company's 7.500% Senior Secured Notes due 2025; * Indenture, dated as of July 27, 2020, among Rite Aid Corporation, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., related to the Company's 8.000% Senior Secured Notes due 2026; * Supplemental Indenture, dated as of August 27, 2021, among Rite Aid Corporation, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of February 5, 2020, related to the Company's 7.500% Senior Secured Notes due 2025; * Supplemental Indenture, dated as of August 27, 2021, among Rite Aid Corporation, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of July 27, 2020, related to the Company's 8.000% Senior Secured Notes due 2026; * Supplemental Indenture, dated as of March 31, 2022, among Rite Aid Corporation, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of February 5, 2020, related to the Company's 7.500% Senior Secured Notes due 2025; * Supplemental Indenture, dated as of March 31, 2022, among Rite Aid Corporation, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of July 27, 2020, related to the Company's 8.000% Senior Secured Notes due 2026; * Supplemental Indenture, dated as of September 19, 2022, among Rite Aid Corporation, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of February 5, 2020, related to the Company's 7.500% Senior Secured Notes due 2025; and * Supplemental Indenture, dated as of September 19, 2022, among Rite Aid Corporation, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of July 27, 2020, related to the Company's 8.000% Senior Secured Notes due 2026. The Debt Instruments provide that, as a result of the Chapter 11 Cases, the principal amount together with accrued and unpaid fees and interest thereon, and in the case of the indebtedness outstanding under the senior notes, premium, if any, thereon, shall be immediately due and payable. Accordingly, all long-term debt was classified as current on the unaudited condensed consolidated balance sheet as of September 2, 2023. However, any efforts to enforce payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases and the creditors' rights in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. Additionally, in connection with the Chapter 11 Cases, the Company has incurred, and expects to continue to incur, significant professional fees and other costs in connection with the Chapter 11 Cases. There can be no assurance that the Company's current liquidity is sufficient to allow it to satisfy its obligations related to the Chapter 11 Cases or to pursue confirmation of the Plan. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C. as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructing Administration as claims and noticing agent. RITE AID: Moody's Lowers PDR to D-PD Amid Chapter 11 Filing ----------------------------------------------------------- Moody's Investors Service downgraded Rite Aid Corporation's probability of default rating to D-PD from Caa3-PD. Moody's also downgraded the company's corporate family rating to Caa3 from Caa2, its senior secured ABL revolving credit facility rating to Caa1 from B2, and its senior secured term loan, first-in last out ("FILO") rating to Caa2 from B3. In addition, Moody's downgraded Rite Aid's senior secured notes ratings to Ca from Caa3 and its senior unsecured debentures ratings to C from Ca. Its SGL-3 speculative grade liquidity rating ("SGL") remains unchanged. The outlook remains stable. These actions reflect governance considerations reflected by the company's announcement [1] that it has filed for protection under Chapter 11 of the US Bankruptcy Code. The filing follows a period in which Rite Aid has been struggling to stabilize its operations as demonstrated by its weak operating earnings, negative free cash flow, high financial leverage, and weak interest coverage. The bankruptcy filing will also allow Rite Aid to resolve its opioid related litigation claims, since the filing halts all pending litigation against the company. RATINGS RATIONALE Rite Aid commenced voluntary Chapter 11 proceedings in the US Bankruptcy Court for the District of New Jersey. The company has received commitments of about $3.45 billion of debtor-in-possession ("DIP") financing comprised of a $2.85 billion senior secured revolving credit facility, a $400 million senior secured term loan, first-in last out ("FILO"), and a $200 million term loan (unrated). The company has also entered into a stalking horse purchase agreement to sell its Elixir Solutions ("Elixir") pharmacy benefits division to MedImpact Healthcare Systems, Inc. ("MedImpact") for $575 million, proceeds of which would be used for debt repayment. The acquisition of Elixir is subject to approval of the bankruptcy court. A stalking horse purchase agreement is a bid for a bankrupt firm that is arranged in advance of an auction to act as an effective bid to avoid low bids, as part of (or before) a court auction. MedImpact is a pharmacy benefit management firm. Subsequent to the actions, Moody's will withdraw all of its ratings for Rite Aid Corporation given the company's bankruptcy filing. Headquartered in Harrisburg, PA, Rite Aid Corporation operates over 2,300 drug stores in 17 states. It also operates a full-service pharmacy benefit management company (Elixir). Revenue is about $24 billion. The principal methodology used in these ratings was Retail published in November 2021. RITE AID: N.J. Bankruptcy Court Approves "First Day" Motions ------------------------------------------------------------ Rite Aid Corporation (OTC: RADCQ) on Oct. 17, 2023, disclosed that it has received approvals from the U.S. Bankruptcy Court for the District of New Jersey for its "First Day" motions related to the Company's voluntary Chapter 11 petitions filed on October 15, 2023. The Court granted interim approval to access up to $3.45 billion in debtor-in-possession financing from certain of its lenders. This financing is expected to provide sufficient liquidity to support the Company throughout this process. Among other things, the Court has authorized the Company to continue to pay associate wages, salaries and benefits without interruption, pay vendors and suppliers in full for goods and services provided on or after the filing date of October 15, 2023, and otherwise continue to deliver leading healthcare products and services across its retail and online platforms. "We are pleased to have received Court approval of these critical First Day motions, which will enable Rite Aid to continue serving our customers and meeting their pharmacy needs throughout this process," said Jeffrey S. Stein, Chief Executive Officer and Chief Restructuring Officer of Rite Aid. "With the support of certain of our lenders and the majority of our bondholders, we look forward to moving through this process and emerging as a stronger company, well-positioned for long-term success. We thank our associates, partners, suppliers and vendors for their continued support and our associates for their hard work and dedication." As previously announced, Rite Aid reached an agreement in principle with certain of its senior secured noteholders on the terms of a financial restructuring plan that will allow the Company to accelerate its ongoing business transformation. Implementing the contemplated restructuring plan will significantly reduce the Company's debt, increase its financial flexibility and enable it to execute on key initiatives. Additionally, as previously announced, Rite Aid has also entered into an agreement with MedImpact Healthcare Systems, Inc. ("MedImpact"), an independent pharmacy benefit solutions company, pursuant to which MedImpact will acquire Rite Aids' Elixir Solutions business. Under the terms of the agreement, MedImpact will serve as the "stalking horse bidder" in a court-supervised sale process under section 363 of the U.S. Bankruptcy Code. Accordingly, the proposed transaction is subject to higher and better offers, court approval and other customary conditions. Elixir Solutions is operating normally and continuing to serve clients, plan sponsors, members and customers as usual. Elixir Insurance is not included in Rite Aid's Chapter 11 process or the proposed transaction with MedImpact, and it is continuing to operate and serve members as usual. Additional Information Additional information regarding the Company's court-supervised process is available at www.riteaidrestructuring.com. Court filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, Kroll, at https://restructuring.ra.kroll.com/RiteAid; by calling Kroll toll-free at (844) 274-2766, or (646) 440-4878 for calls originating outside of the U.S. or Canada; or by emailing Kroll at RiteAidInfo@ra.kroll.com. Kirkland & Ellis LLP is serving as legal advisor, Guggenheim Securities is serving as investment banker and Alvarez & Marsal is serving as transformation officer and financial advisor to the Company. About Rite Aid Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. RITE AID: NYSE to Commence Proceedings to Delist Shares ------------------------------------------------------- The New York Stock Exchange LLC on Oct. 16, 2023, disclosed that the staff of NYSE Regulation has determined to commence proceedings to delist the common stock of Rite Aid Corporation -- ticker symbol RAD -- from the NYSE. Trading in the Company's common stock will be suspended immediately. NYSE Regulation reached its decision that the Company's common stock is no longer suitable for listing pursuant to Listed Company Manual Section 802.01D after the Company's October 16, 2023 disclosure that the Company has filed voluntary petitions to commence proceedings under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New Jersey. In reaching its delisting determination, NYSE Regulation noted that the restructuring term sheet contemplates that the Company's equity holders are expected to receive no recovery. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange. The NYSE will apply to the Securities and Exchange Commission to delist the Company's common stock upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff's decision. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. RNB MERCHANDISE: Seeks Approval to Hire Matt Green as Accountant ---------------------------------------------------------------- RNB Merchandise, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Matt Green, an accountant practicing in Greenville, South Carolina. Mr. Green will prepare and file the Debtor's federal and state tax returns for tax withholdings, quarterly reports, and annual tax returns. The accountant will charge $640 for his services. Mr. Green 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 professional can be reached at: Matt Green, CPA Ledger Medial Accounting Services 402 Rosehaven Way Greenville, SC 29651 Telephone: (864) 655-7098 About RNB Merchandise RNB Merchandise, LLC, an internet marketing service provider in South Carolina, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 23-02298) on August 3, 2023. In the petition signed by Brandon Ruder, sole member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. The Debtor tapped Robert Pohl, Esq., at Pohl, PA as legal counsel and Matt Green as accountant. ROCKET MORTGAGE: Fitch Affirms 'BB+' LongTerm IDR, Outlook Positive ------------------------------------------------------------------- Fitch Ratings has affirmed Rocket Mortgage, LLC's (Rocket) Long-Term Issuer Default Rating (IDR) and unsecured debt rating at 'BB+'. The Rating Outlook remains Positive. Today's rating action has been taken as part of a periodic review of non-bank mortgage companies, which is comprised of six publicly rated firms. KEY RATING DRIVERS The ratings affirmation reflects Rocket's strong market position and leading mortgage franchise in the U.S., strong financial profile with low leverage and substantial contingent liquidity, solid asset quality of the servicing portfolio, a robust and integrated technology platform, and experienced management team. Rocket's affiliation with the broader Rocket Companies platform and Rock Holdings Inc. (RHI) also provides the benefits of strategic partnerships and contingent funding availability. The Positive Outlook reflects continued improvements in Rocket's funding profile with increased unsecured debt and associated growth in unencumbered assets, a continued extension of the duration of secured funding facilities, and improved leverage. A return to profitability, improved interest coverage and an increase in outstanding multi-year funding and self-funding to account for 80% of the loans held for sale (71% as of 2Q23) could result in a ratings upgrade. The ratings are constrained by the highly cyclical nature of the mortgage origination business; a reliance on secured, short-term, wholesale funding facilities; and potential servicing advance needs and regulatory scrutiny from its exposure to GNMA loans. Additionally, Fitch believes key person risk is still significant as its founder, chairman and majority shareholder, Dan Gilbert, retains 94% of the economic interest and 79% of the voting power in Rocket's parent, RKT Holdings, through ownership of RHI. Rocket's pre-tax return on average assets (ROAA), adjusted for GNMA loans subject to repurchase right, was negative 2.2% for the trailing 12 months (TTM) ended 2Q23, driven by net losses in 1Q23 and 4Q22. This compares with a ROAA of 4.0% for 2022 and the four-year average of 16.1% from 2019-2022, bolstered by low interest rates for much of that period. Adjusted for MSR valuation changes, EBITDA to non-funding interest coverage totaled negative 2.6x for the TTM ended 2Q23. Profitability has been challenged since 2H22 by lower originations due to interest rate hikes as well as the resulting industry overcapacity which pressured gain on sale (GOS) margins. While Fitch expects the environment to remain challenging in the near term, Rocket has implemented significant expense reduction initiatives which should support improved profitability over time. Rocket's leverage (gross debt to tangible equity) was 1.4x at 2Q23, up from 1.2x at YE22 but down from 2.3x at YE21 and 2.9x at YE20. Following balance sheet de-levering in 2020-2021 from retained earnings growth, the company has increased its share of self-funded originations over the last year, totaling 44% in 1H23. Fitch expects leverage to remain stable as funding debt should remain consistent and tangible equity growth will likely be limited in the near term given the challenged earnings outlook. Corporate leverage, which excludes the balances under origination funding facilities, was 0.7x at 2Q23. Fitch considers this low relative to Rocket's peers. Rocket's unsecured funding mix was 44% of total debt in 2Q23, down from 49% at YE22 but up from 22% at YE21 and 15% at YE20. The company has also extended the duration of its funding facilities with 69%, or $11.25 billion, of total warehouse capacity maturing in more than one year as of 2Q23, which compares favorably to peers. In addition, Rocket self-funds a significant portion of originations with cash, leaving approximately $2.9 billion of unencumbered loans on its balance sheet at June 30, 2023. The average duration is still below that of other non-bank financial institutions, which exposes Rocket to higher liquidity and refinancing risk. Fitch would view further extensions of funding duration and increases in unsecured funding favorably. At 2Q23, Rocket's liquidity consisted of $632 million in unrestricted cash, $1.7 billion available borrowing capacity on its mortgage servicing rights (MSR) secured lines of credit, and another $1.15 billion available on its committed revolving credit facility (after being upsized post quarter-end). In addition, it had access to $5.2 billion on its uncommitted intercompany lines of credit, including $2 billion on a line from RHI, $12.6 billion of available capacity on its warehouse and early buy out (EBO) facilities to fund loan originations and buy out activity, as well as significant unencumbered assets in self-funded loans and MSRs, all of which compare favorably to peers. Asset quality risk is not material for Rocket, as nearly all originated loans are conforming agency or Ginnie-eligible and sold shortly after origination. Performance of the servicing portfolio remains strong relative to peers with the 60+ day delinquency rate, including forbearance, at 1.1% as of 2Q23, down from 1.2% at YE22 and 1.6% at YE21. In general, mortgages have outperformed other consumer assets over the last year given solid home equity levels. However, unemployment remains low, and macroeconomic stress could drive higher delinquencies in 2024-2025. Rocket has exposure to potential repurchase or indemnification claims on loans sold under certain warranty provisions, although claims in recent years have been minimal. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Factors that could, individually or collectively, lead to negative rating action/downgrade, including an Outlook revision to Stable, include a sustained increase in leverage above 4.0x, a decrease in unsecured funding availability or reduction in unencumbered assets that constrains the company's funding flexibility, and/or an inability to maintain sufficient liquidity to manage future servicer advances or margin calls. A meaningful increase of regulatory scrutiny of the company and/or industry, or if Rocket were to incur substantial fines that negatively impact its franchise or operating performance, could also drive negative rating momentum. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Factors that could, individually or collectively, lead to an upgrade of the Long-Term IDR include a continued extension of funding duration and/or proportion of committed funding such that multi-year funding and self-funding account for 80% of the loans held for sale, a demonstration of through the cycle profitability with maintenance of adjusted EBITDA to non-funding interest coverage above 6x, sustained unsecured debt to total debt above 35%, leverage sustained at or below 2.5x, and demonstrated effectiveness of corporate governance policies including clear guidelines around shareholder distributions. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The senior unsecured debt rating is equalized with Rocket's Long-Term Issuer Default Rating (IDR) given significant unencumbered assets that are available to senior noteholders, partially offset by the ability to incur secured debt in a priority position, which suggests average recovery prospects in a stressed scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES Rocket's existing senior unsecured debt ratings are primarily sensitive to changes in the issuer's Long-Term IDR and would be expected to move in tandem; however, a material reduction in unencumbered assets could result in notching between Rocket's Long-Term IDR and the unsecured notes. ADJUSTMENTS The Standalone Credit Profile has been assigned in line with the implied Standalone Credit Profile. The Asset Quality score has been assigned below the implied score due to the following adjustment reason: Non-loan exposures (negative). The Earnings & Profitability score has been assigned below the implied score due to the following adjustment reasons: Historical and future metrics (negative). The Funding, Liquidity & Coverage score has been assigned below the implied score due to the following adjustment reason: Funding flexibility (negative). ESG CONSIDERATIONS Rocket has an ESG Relevance Score of '4' for Governance Structure due to elevated key person risk related to its founder Dan Gilbert, who continues to have substantial impact on the company as a majority shareholder. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Rocket also has an ESG Relevance Score of '4' for Customer Welfare — Fair Messaging, Privacy and Data Security due to its exposure to compliance risks that include fair lending practices, debt collection practices and consumer data protection. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Except for the matters discussed above, the highest level of ESG credit relevance, if present, is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, due to either their nature or the way in which they are being managed by the entity. Entity/Debt Rating Prior ----------- ------ ----- Rocket Mortgage LLC LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed BB+ ROSE UPHOLSTERY: Seeks to Hire Caddell Reynolds as Legal Counsel ---------------------------------------------------------------- Rose Upholstery, Inc. seeks approval from the U.S. Bankruptcy Counsel for the Western District of Arkansas to hire Caddell Reynolds Law Firm as its legal counsel. The professional services to be rendered by the firm are as follows: a) give Debtor legal advice with respect to its powers and duties; b) prepare legal documents and appear before the court; c) perform all other legal services for the Debtor. The firm charges $325 per hour for attorney's services and $125 per hour for paralegal services. Joel Hargis, Esq., an attorney at Caddell Reynolds, disclosed in court filings 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: Joel G. Hargis, Esq. CADDELL REYNOLDS LAW FIRM P.O. Box 184 Fort Smith, AR 72902 Telephone: (501) 214-0814 Facsimile: (501) 222-8824 Email: jhargis@caddellreynolds.com About Rose Upholstery, Inc. Rose Upholstery, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 23-71283) on Sep. 5, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Bianca M Rucker oversees the case. Joel G. Hargis, Esq. at Caddell Reynolds represents the Debtor as counsel. ROY BLACKWELL: James Bailey Named Subchapter V Trustee ------------------------------------------------------ The Acting U.S. Trustee for Region 8 appointed James E. Bailey III at Butler Snow, LLP as Subchapter V trustee for Roy Blackwell Enterprises, Inc. Mr. Bailey will be paid an hourly fee of $505 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Bailey declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: James E. Bailey III Butler Snow, LLP 6075 Poplar Avenue, Suite 500 Memphis, TN 38119 Phone: (901) 680-7347 Email: Jeb.Bailey@butlersnow.com About Roy Blackwell Roy Blackwell Enterprises, Inc. filed Chapter 11 Petition (Bankr. W.D. Tenn. Case No. 23-24865) on October 2, 2023, with $1,120,661 in assets and $2,894,996 in liabilities. Larry Avist Jr., president, signed the petition. Judge Jennie D. Latta oversees the case. Bo Luxman, Esq., at Luxman Law Firm represents the Debtor as bankruptcy counsel. SAMIA TAXI: Seeks to Hire Thomas Farinella as Bankruptcy Counsel ---------------------------------------------------------------- Samia Taxi, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ the Law Office of Thomas A. Farinella, PC as counsel. The firm will render these services: (a) assist the Debtor in administering this case; (b) make such motions or take such action as may be appropriate or necessary under the Bankruptcy Code; (c) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as it deems appropriate; (d) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiate with the Debtor's creditors in formulating a plan of reorganization for it in this case. (f) draft and prosecute the confirmation of the Debtor's plan of reorganization in this case; and (g) render such additional services as the Debtor may require in this case. The hourly rates of the firm's counsel and staff are as follows: Attorneys $500 Clerks and Paraprofessionals $200 The firm received an initial retainer of $8,500 plus the filing fee of $1,738. Thomas Farinella, Esq., a member of the Law Office of Thomas A. Farinella, 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: Thomas A. Farinella, Esq. Law Office of Thomas A. Farinella, PC 260 Madison Avenue, 8th Floor New York, NY 10016 Telephone: (917) 319-8579 Email: tf@lawtaf.com About Samia Taxi LLC Samia Taxi, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11581) on Oct. 2, 2023. In the petition signed by Mohammad S. Hossain, principal, the Debtor disclosed under $1 million in both assets and liabilities. The Law Office of Thomas A. Farinella, PC serves as the Debtor's counsel. SAMJANE PROPERTIES: Stephen Coffin Named Subchapter V Trustee ------------------------------------------------------------- The Acting U.S. Trustee for Region 13 appointed Stephen Coffin, Esq., attorney at The Small Business Law Center, as Subchapter V trustee for SamJane Properties, LLC. Mr. Coffin will be paid an hourly fee of $285 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Coffin declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Stephen D. Coffin, Esq. Attorney at Law, MBA The Small Business Law Center 2705 St. Peters-Howell Rd, Suite A St. Peters, MO 63376 Phone: (636) 244-5252 Fax: (636) 486-1788 Email: scoffin@tsblc.com SamJane Properties SamJane Properties, LLC filed Chapter 11 petition (Bankr. E.D. Mo. Case No. 23-43553) on October 2, 2023, with $500,001 to $1 million in assets and $0 to $50,000 in liabilities. Judge Bonnie L. Clair oversees the case. Robert A. Breidenbach of Goldstein & Pressman represents the Debtor as legal counsel SH 168: Property Sale Proceeds to Fund Plan Payments ---------------------------------------------------- BK 38th Lender LLC ("Proponent") filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement describing Plan of Reorganization for SH 168, LLC dated October 12, 2023. The Debtor owns the real property at 142-28 38th Avenue, Flushing, New York 11354 (the "Property"). Pre-petition, the Property was managed by Jin Wu Yu and Xi Long Lui, Mr. Yu's father. BK 38th Lender holds a judgment of foreclosure and sale on the Property in the current amount of about $32,263,000 as of the petition date. Interest accrues under the judgment at the rate of $12,000 per day, or $360,000 per month. The Debtor scheduled the Property with a $31,913,962 value. The Debtor scheduled no residential security deposits. Aside from $37,000 of cash on hand, the only other known asset the Debtor scheduled is past due rent of $49,000 of which $36,300 is over 90 days old and probably uncollectible. The Bankruptcy Court has continued the Receiver appointed in the Proponent's foreclosure case. Class 9 General Unsecured Claims. Claims scheduled for $82,030. Class 9 also includes Class 2 through 7 deficiency Claims. Payment of available cash up to Allowed Amount of Class 9 Claims, after payment of Allowed Amounts of Administrative Claims, Priority Claims, Class 1, 2, 3, 4, 5, 6, and 7 Claims. In the event insufficient cash is available for Class 9 Claims after payment of senior claims as provided for in the preceding sentence, then each Holder of a General Unsecured Claim shall be paid its pro-rata share of a $25,000 distribution fund. To the extent necessary, such fund will be funded by the Class 2 Claimant, as set forth in the Class 2 treatment section of the Plan. The Class 2 Claimant shall subordinate payment of its Class 9 Claim to payment of the other Class 9 Claims. The Class 2 Claimant shall retain its right to vote as a class 9 Claimant. The Proponent estimates a nominal recovery to Class 9 Claimants. This Class is impaired. Class 10 Equity Interests. Payment of available cash after payment of Allowed Amounts of Administrative Claims, Priority Claims, Class 1, 2, 3, 4, 5, 6, 7, 8 and 9 Claims. Payments under the Plan will be paid from the Property sale proceeds, the Debtor's and Receiver's Cash on hand, and any Cash contributed with a credit bid. The sale of the Property shall be implemented under section 363 of the Bankruptcy Code pursuant to the Bidding and Auction Procedures. Prior to or on the Effective Date, the Property shall be sold to Purchaser free and clear of all Liens, Claims, and encumbrances, with any such Liens, Claims, and encumbrances to attach to the Property Sale Proceeds, and disbursed in accordance with the provisions of this Plan. For mortgage recording tax purposes, the mortgagees shall each permit an assignment of its mortgage in connection with the sale of the Property under the Plan. The Property shall be sold subject to entry of a Bankruptcy Court order (i) approving the sale; (ii) providing, inter alia, that the Purchaser is a good faith purchaser; and (iii) providing that the sale of the Real Property shall be free and clear of all liens, claims, encumbrances and interests with any such liens, claims and encumbrances to attach to the sale proceeds, and to be disbursed under the Plan. Notwithstanding anything to the Contrary in the Plan each Secured Creditor retains the right to credit bid under the Plan to the extent of its Secured Claim, but in addition to its credit bid, to ensure Plan feasibility, any bid by a Secured Creditor must include a cash component necessary and sufficient to pay the costs of sale, Senior Lien Claims, Administrative Claims, and Priority Claims. In general, the Sale and Auction Procedures provide for a sale of the Property at an auction sale to be conducted on a date to be announced at the offices of Backenroth Frankel & Krinsky, LLP, 488 Madison Avenue, New York, New York 10022. The Property shall be sold "as is." Bidding shall be limited to all cash offers, the minimum opening bid shall be $26,000,000, and bidding shall be increments of $50,000. All prospective bidders except the Proponent are required to deposit $2,600,000 (the "Deposit") in escrow with the undersigned counsel by bank check or wire deposit. The sale will be subject to the approval of the Bankruptcy Court at a hearing to be held on a date to be announced. The highest bidder shall be the purchaser (the "Purchaser") of the Property, free and clear of all liens, claims commercial leases not assumed under the Plan and encumbrances, with any such liens, claims and encumbrances to attach to the proceeds of sale. A full-text copy of the Disclosure Statement dated October 12, 2023 is available at https://urlcurt.com/u?l=ZpI8wF from PacerMonitor.com at no charge. Attorneys for Proponent: BACKENROTH FRANKEL & KRINSKY, LLP Mark A. Frankel, Esq. 488 Madison Avenue Floor 11 New York, New York 10022 Phone: (212) 593-1100 About SH 168, LLC SH 168, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41864) on May 25, 2023. At the time of filing, the Debtor estimated $10,000,001 to $50 million in both assets and liabilities. Judge Elizabeth S Stong presides over the case. William X Zou, Esq., at Bill Zou & Associates PLLC, is the Debtor's counsel. SHIFT TECHNOLOGIES: Gets OK to Tap Omni as Claims & Noticing Agent ------------------------------------------------------------------ Shift Technologies, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Omni Agent Solutions, Inc. as claims and noticing agent. Omni will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 cases of the Debtors. Prior to the petition date, the Debtors provided Omni a retainer in the amount of $50,000. Brian Osborne, president of Omni Agent Solutions, 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: Brian K. Osborne Omni Agent Solutions, Inc. 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 Telephone: (818) 906-8300 Email: Bosborne@omniagnt.com About Shift Technologies Shift Technologies, Inc. is a consumer-centric omnichannel used car retailer. The Company operates the website www.shift.com and two locations in Oakland and Pomona, California. Shift Technologies and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 23-30687) on October 9, 2023. In the petitions signed by Jason Curtis, chief financial officer, Shift Technologies disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Hannah L. Blumenstiel oversees the cases. The Debtor tapped Thomas B. Rupp, Esq., at Keller Benvenutti Kim LLP as counsel and Omni Agent Solutions, Inc. as claims and noticing agent. SIGNIA LTD: Hires Wadsworth Garber Warner as Counsel ---------------------------------------------------- Signia, Ltd seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, P.C. as bankruptcy counsel. The firm will provide these services: a. preparation on behalf of the Debtor all necessary reports, orders, and other legal papers required in this Chapter 11 proceeding; b. performance of all legal services for the Debtor as a debtor-in-possession which may become necessary herein; and c. representation of the Debtor in any litigation which the Debtor determines is in the best interest of the estate whether in state or federal court. The firm will be paid at these rates: David V. Wadsworth $475 per hour Aaron A. Garber $475 per hour David J. Warner $400 per hour Aaron J. Conrardy $400 per hour Lindsay Riley $325 per hour Justin A. Carpenter $225 per hour Paralegals $125 per hour The firm will be paid a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David V. Wadsworth, Esq., a partner at Wadsworth Garber Warner Conrardy, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David V. Wadsworth, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: dwadsworth@wgwc-law.com About Signia, Ltd Signia, Ltd., a company in Westminster, Colo., provides marketing and customer services to targeted business and customer groups. It provides both business-to-business and business-to-consumer sales and marketing services, including outbound telephone calls. The Debtor also uses its call centers (located in Greeley, Colorado and Vienna, Virginia) to manage inbound customer service calls, as well as outbound calls, to customers on behalf of third parties. Another line of business is in the nonprofit sector: the Debtor provides telefundraising services for a variety of well-known non-profit organizations. Signia filed a petition under Chapter 11, Subchapter V of the Bankruptcy (Bankr. D. Colo. Case No. 23-14384) on Sept. 27, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Jeffrey Fell, chief executive officer, signed the petition. Judge Thomas B. Mcnamara oversees the case. David V. Wadsworth, Esq., at Wadsworth Garber Warner Conrardy, P.C. represents the Debtor as legal counsel. SKIN LOGIC: Trustee Taps SPS Consulting LLC as Accountant --------------------------------------------------------- Stephen A. Metz, Subchapter V Trustee for Skin Logic, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ SPS Consulting LLC as his accountant. The firm will render these services: a. prepare financial statements and other reports required for the bankruptcy proceedings; b. assist with the preparation of any amended schedules and other financial disclosures required by the Court; c. assist with the preparation of financial and budget projections; and d. review and possibly revise Debtor's books and records. The firm will be paid these hourly rates: Senior Manager $225 per hour Staff Accountant $80 per hour Toby Studley, president of SPS Consulting, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Toby Studley SPS Consulting, LLC 1901 Research Boulevard, Suite 320 Rockville, MD 20850 Tel: (301) 652-9112 About Skin Logic, LLC Skin Logic, LLC provides medical aesthetics and skin enrichment medical services. The Company offers consultations and clinical treatments conducted by medical aestheticians, massage therapists, aesthetic nurse practitioners, plastic surgeons, and other licensed professionals. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11352) on August 24, 2023. In the petition signed by Valeria Gunkova, managing member, the Debtor disclosed $2,475,296 in total assets and $19,101,671 in total liabilities. Maurice Verstandig, Esq., at The Belmont Firm, represents the Debtor as legal counsel. SM WELLNESS: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has assigned a 'B-' Long-Term (LT) Issuer Default Rating (IDR) to SM Wellness Holdings, Inc. and its subsidiaries, WDT Acquisition Corp. and WRA Management, Inc. (collectively d/b/a Solis Mammography). In addition, Fitch assigned debt ratings of 'B'/'RR3' to the first-lien senior secured debt and 'CCC'/'RR6' ratings to the second-lien senior secured debt. The Rating Outlook is Stable. Solis' 'B-' IDR reflects its solid position as a leading provider of breast imaging and its strength in partnering with leading hospital systems in attractive urban markets, offset by Fitch's expectation of an aggressive, debt-financed expansion strategy. Its sizable exposure to its largest JV partner, narrow focus on mammography and geographic concentration are also sources of risk. KEY RATING DRIVERS Attractive Niche with Strong Volume Growth and Recurring Revenue: Solis is the largest independent U.S. provider of mammograms, operating approximately 100 centers specializing in 3D breast imaging, and distinguished by its largely female center-level staff and its breast-dedicated subspecialty radiologist partners. Fitch-defined EBITDA increased by over 25% to $54 million in 2022, driven by same-store volume growth of more than 5.0% and its completion in recent years of sizable growth investments with its JV hospital system partners, most notably including HCA Healthcare (HCA). Despite flat industry volumes, Solis' patient convenience/comfort-centered model and focus on annual screening compliance has driven same-facility volume growth exceeding 3.0% in recent years, with a large majority of patients returning every 12-18 months driving recurring revenue. Its core mammography exams benefit from modest but stable pricing, robust insurance coverage and a clear value proposition to patients and payors. Growth Strategy Likely to Keep Leverage Elevated: PE-backed expansion strategies invariably entail execution and integration risks, and Solis is clearly pursuing aggressive expansion, investing about $250 million to add about 50 centers since 2016 through year-end 2022. Even excluding the majority of the company's EBITDA adjustments, Fitch-defined leverage improved from 16.7x at YE 2020 to 11x at YE 2021 and 8.7x at YE 2022, better reflecting its 2020-2021 growth investments. Fitch expects leverage to remain in the range of 6.0x to 7.0x, albeit with continuing volume growth, rate increases and new investments propelling a 15% CAGR in Fitch-defined EBITDA over the forecast horizon of 2026. Fitch expects leverage in the range of 7.0x-7.5x for year-end 2023, continuing to decline with growth in EBITDA, but remaining above 6.0x through the forecast horizon of 2026. While new investments could stall deleveraging, Fitch expects limited friction with transaction multiples unlikely to exceed 8.0x-10.0x and challenging debt capital markets potentially constraining higher-multiple growth investments. Transitioning to Positive FCF; Favorable Maturity Profile: Fitch forecasts Solis to transition gradually to positive FCF with a modest level by year-end 2023 and increasing to a range of 2%-4% between 2024-2026. Annual debt repayments averaging under $5 million are also manageable in the context of YE 2023 liquidity of approximately $50 million (with full availability under the $25 million revolver). Fitch expects external funding will be needed to fund a robust pipeline of growth investments, with $25 million of term loan borrowings arranged in 1Q23 to fund a $22 million deferred purchase obligation from a 2021 JV investment. Fitch understands that there is no other JV-level debt outstanding and, save for any revolver borrowings that would mature in 2026, Solis faces no further material debt maturities until its term loans come due in 2028 (first-lien) and 2029 (second-lien). Diversification Lacking: As a small provider with about 70% of its centers operated through JVs with larger hospital system partners, Solis lacks diversification given its narrow focus on breast imaging, potentially increasing the volatility of its financial results. Despite having a number of hospital system JV partners, its exposure to HCA, its largest JV partner, is high, with HCA accounting for close to half of the company's JV revenues. Fitch expects that Solis is likely to continue to benefit from HCA's industry-leading outpatient growth. Solis is also geographically concentrated, with over 50% of its centers in the state of Texas alone, increasing exposure to potential risks ranging from adverse judicial or legislative developments to potential climate or social shocks. JV Model Entails Mixed Implications: Solis is somewhat unique in that 70% of its locations are operated via hospital system JVs. Fitch views favorably the business and financial aspects of the JVs, especially with hospital systems focused on capturing demand shifting to outpatient settings. The JV model aligns hospital systems and Solis' interests and generates growth opportunities for Solis as its partners expand in existing markets and new markets alike. While the company's JV structure should help spread the risk of expansion investments, it adversely adds accounting complexity, obscures peer comparison, and reduces the predictability of recovery in default. Inflation and Labor Challenges: While volumes declined materially during the COVID-19 lockdown, they rebounded rapidly. With the pandemic exacerbating labor pressures and curtailing the supply of imaging technologists, Solis is benefiting from years of investment in training newcomers of the clinical workforce. The pleasant environment, convenience and predictability of its centers further limit exposure to widely-observed healthcare workforce pressures. With labor pressure thus managed, Fitch also expects continuing volume growth to prove supportive of margins as well. DERIVATION SUMMARY While Fitch recognizes Solis' leading position in mammography and imaging services and its favorable position in partnering with leading hospital systems in attractive urban markets, the 'B-' LT IDR also reflects risk factors including exposure to its largest hospital system JV partner (HCA), a narrow business focus, significant geographic concentration, and Fitch's expectation that Solis is likely to sustain elevated leverage while transitioning to positive FCF amid its ongoing expansion. Solis also competes on the local-market level with numerous multi-modality imaging centers, some of whom are owned and operated by larger, better-capitalized companies. Its competition includes independent imaging operators and smaller regional operators, as well as hospitals and hospital groups that operate their own imaging services. In addition, some physician practices have established their own diagnostic imaging centers within their group practices. The 'B-' Long-Term IDR reflects the company's higher leverage and less favorable free cash flow profile relative to other healthcare services providers including Tenet Healthcare (B+/Stable) and Prime Healthcare Services (B/Negative), which are more diversified and operate at significantly greater scale. Based on Fitch's Parent and Subsidiary Linkage Criteria, Fitch concludes that the credit profile of the subsidiary is stronger than that of the parent due to open legal ring-fencing and open access and control. Therefore, Fitch equalizes the indicative LT IDRs of SM Wellness Holdings, Inc.; WDT Acquisition Corp.; and WRA Management, Inc. No notching applies, and the credit profile is viewed on a consolidated basis. KEY ASSUMPTIONS - Revenue increases at a 7% CAGR between 2022 and 2024, primarily driven by volume growth, rate increases and new investments; - GAAP EBITDA margins (before equity in JVs) of 9% with annual cash distributions from JV partners of $50 million-$70 million in 2023 and 2024; - GAAP capital expenditures of $9 million-$10 million annually; modest FCF increasing steadily over the forecast period; - $25 million of incremental first-lien term loans in each of 2024-2026; - EBITDA leverage declining from just over 8.5x toward 6.0x over the forecast period, with EBITDA interest coverage of 1.3x-1.8x; - No voluntary debt repayments; - Interest expense moving with SOFR, which is expected to range between 5.0%-5.3% over 2023 and 2024, somewhat offset by the benefits of interest rate swaps. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation of Solis maintaining EBITDA leverage at or below 6.0; - Fitch's expectation of Solis maintaining EBITDA interest coverage at or above 2.0x; - Fitch's expectation of Solis generating cash flow-capex/debt between 2.5%-3.0%; - Arranging new equity contributions to improve liquidity and lower leverage; - Increased diversification in the contribution of its JV partners and its geographic footprint. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch's expectation of EBITDA interest coverage sustained at or below 1.5x; - Fitch's expectation of Solis generating sustained negative cash flow after capex spend; - Sponsor dividends or acquisitions that materially weaken the credit profile. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch forecasts Solis transitioning gradually to positive FCF in 2024-2026, with the ratio of cash flow from operations-capex/debt improving steadily to more than 2.0%. Annual debt repayments averaging under $5 million are also manageable in the context of a forecast cash balance at Dec. 31, 2023 of approximately $50 million (with an undrawn, fully available $25 million revolver). Equity contributions of $50 million during 2023 will strengthen Solis' liquidity profile and provide additional flexibility to continue expansion plans. Favorable Maturity Profile: Fitch expects continued external funding will be needed to fund a robust pipeline of growth investments, with $25 million of term loan borrowings assumed in each of 2024-2026. Fitch understands that there is no other JV-level debt outstanding and, save for any revolver borrowings that would mature in 2026, Solis faces no further material debt maturities until its term loans mature in 2028 (first-lien) and 2029 (second-lien). RECOVERY RATING ASSUMPTIONS Instrument ratings and RRs for Solis' debt instruments are based on Fitch's Corporates Recovery Ratings and Instruments Ratings Criteria. Fitch's recovery calculations are based on a going concern (GC) enterprise value (EV) assumption reflecting an estimate of $50 million of post-reorganization GC EBITDA (including NCI distribution). This in turn reflects Fitch's view that EBITDA around these levels is likely to result in Solis defaulting or restructuring, with negative FCF, high leverage and refinancing risk. Fitch's $50 million GC EBITDA estimate reflects a scenario in which historically positive volume trends turn negative, potentially due to an economic downturn driving declines in the ranks of the commercially-insured patients that Solis largely serves, compounded by an adverse renegotiation of Solis' management services agreement with largest JV partner, reducing a key source of the revenue offsetting JV-related overhead costs at the parent level. Fitch calculates GC EV of $300 million for Solis before a 10% reduction for administrative claims. The GC EBITDA is estimated by multiplying $50 million of GC EBITDA by a 6.0x EV multiple, the latter marking the midpoint of historical industry EV/EBITDA multiples of 5.0x-7.0x, below the 6.5x-8.0x range of the company's historical acquisitions and less than half of the multiple at which its sponsor purchased Solis in 2018. Fitch further assumes that Solis will fully draw its $25 million revolver in a bankruptcy scenario, and includes this amount in the claims waterfall. In addition, it is assumed that Solis will draw completely on its incremental term loans and delayed draw term loans ($50 million in aggregate) that were made available in its first amendment to the credit agreement dated March 15, 2023 to fund committed acquisitions and capital expenditures. The waterfall analysis includes secured credit facilities as follows: a revolving credit facility (assumed to be fully drawn of $25 million); first lien secured term loans (approximately $370 million) and second lien term loans of $125 million. The first lien secured debt is expected to recover in a range of 51%-70% and, therefore, is rated 'RR3'. The second lien term loans are expected to have no recovery and, therefore, are rated 'RR6'. ISSUER PROFILE SM Wellness Holdings, Inc. and its subsidiaries are independent providers of mammography services and leaders in 3D mammography technology adoption in the U.S. Solis currently operates approximately 100 centers in nine states and Washington D.C. as of June 30, 2023. It has a significant presence in Texas (greater than 50% of centers and revenue), as well as a favorable payor mix. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has adjusted historical and forecast EBITDA to reflect distributions from affiliated JVs, to charge EBITDA with total lease costs and to remove certain non-recurring expenses. 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 ----------- ------ -------- WRA Management, Inc. LT IDR B- New Rating senior secured LT B New Rating RR3 Senior Secured 2nd Lien LT CCC New Rating RR6 SM Wellness Holdings, Inc. LT IDR B- New Rating senior secured LT B New Rating RR3 Senior Secured 2nd Lien LT CCC New Rating RR6 WDT Acquisition Corp. LT IDR B- New Rating senior secured LT B New Rating RR3 Senior Secured 2nd Lien LT CCC New Rating RR6 SOFT SURROUNDINGS: Deadline to File Claims Set for Nov. 10 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas set Nov. 10, 2023, as last date for all persons or entities to file their proofs of claim against Soft Surroundings Holdings LLC and its debtor-affiliates. The Court also set March 11, 2024, as deadline for all governmental units to file their claims against the Debtors. Each Proof of Claim must be filed, including supporting documentation, so as to be actually received on or before the applicable Bar Date by either (i) electronic submission via the interface through PACER (Public Access to Court Electronic Records at http://ecf.txsb.uscourts.gov);(ii) via the interface available on Stretto's website at https://cases.stretto.com/softsurroundings/file-a-claim/; or (iii) by first class U.S. mail, overnight U.S. mail, or other hand delivery method at the following address: Soft Surroundings Claim Processing c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602 To receive confirmation that the claim has been filed, either enclose a stamped self-addressed envelope and a copy of this form or go to https://cases.stretto.com/softsurroundings. About Soft Surroundings Operating under the Soft Surroundings brand, Soft Surroundings Holdings and its subsidiaries are a direct-to- consumer nationwide company, selling women's apparel, accessories, beauty products, and home goods. The Debtors' brand is centered around a direct to consumer business, which includes a robust e-commerce marketplace. Soft Surroundings Holdings, LLC, and its 3 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90769) on Sept. 10, 2023, with $0 to $50,000 in assets and $50 million to $100 million in liabilities. Curt Kroll, chief restructuring officer, signed the petitions. The Debtors tapped Katten Muchin Rosenman LLP as general bankruptcy counsel; and Law Office Of Liz Freeman as local bankruptcy counsel. SSG Capital Partners, LLC, is the investment banker. Stretto, Inc., is the claims agent. SOFT SURROUNDINGS: Nov. 3 Disclosure & Plan Hearing Set ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas will hold a combine hearing on Nov. 3, 2023, at 10:00 a.m. (prevailing Central Time) to consider final approval of the disclosure statement filed by Soft Surroundings Holdings LLC and its debtor-affiliates explaining their joint Chapter 11 plan of liquidation. Objections, if any, must be filed no later than 4:00 p.m. (prevailing Central Time) on Nov. 1, 2023. The Court conditionally approved the Debtors' disclosure statement explaining their Chapter 11 plan as containing adequate information in accordance with Section 1125 of the Bankruptcy Code. As reported by the Troubled Company Reporter on Sept. 18, 2023, Soft Surroundings Holdings, LLC, and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Combined Disclosure Statement and Joint Plan of Liquidation dated Sept. 11, 2023. The Debtors' brand is centered around a direct to consumer business and a robust e-commerce marketplace, which will continue after the Debtors emerge from these Chapter 11 Cases. In late July 2023, facing strained liquidity, the Debtors undertook a process to find a new lender to support itself through its marketing process. After receiving several proposals, the Debtors, with the approval of the Ms. Smith and the Board, determined that a loan from 1903P was the best possible financing available. 1903P's loan provided much-needed bridge financing and allowed the marketing process to continue pursuant to a set of agreed-upon milestones. Additionally, 1903P agreed to act as a back-up bidder to purchase the assets of the Debtors if the Debtors could not find a viable purchaser for its assets during the marketing process. The Debtors and SSG introduced their existing lender, 1903P, to Coldwater Creek, a leading American catalog and online retailer of women's apparel, accessories, shoes and home decor in the hopes that a partnership could be forged to save the iconic Soft Surroundings brand. The strategy was successful and, after weeks of arm's-length negotiations, the parties developed a value maximizing transaction to save the Soft Surroundings brand, which transaction forms the foundation of the Restructuring Support Agreement entered into on September 10, 2023. The centerpiece of the transaction is the transfer of the Debtors' direct to consumer business to an affiliate of Coldwater Creek and a subsequent wind-down of the Debtors' brick and mortar locations through this Plan. This transaction has the support of the Debtors' existing equity sponsor, Brentwood, and 100% of the Debtors' capital structure, all of which signed the Restructuring Support Agreement. The Restructuring Support Agreement includes important milestones, which will allow the Debtors to consummate the going concern sale transaction prior to the revenue-driving holiday season. To provide the Debtors with the liquidity needed to preserve and stabilize operations and conduct a value-maximizing sale process, the Debtors negotiated the DIP Orders and DIP Financing Documents, which provided the Debtors with a superpriority administrative claim debtors-in-possession credit facility in an aggregate maximum principal amount of up to $[18] million. No alternative source of funding to satisfy the Debtors' critical liquidation objectives was available. Prior to the Petition Date, the Debtors and the DIP Lender (and their respective advisors) engaged in arm's-length negotiations regarding the terms and conditions of the DIP Orders and DIP Financing Documents. On the Effective Date, a Plan Agent will be appointed by the Debtors to administer the Plan and wind down the Debtors' Estates. As of the Effective Date of the Plan, the Plan Agent will be responsible for all payments and distributions to be made under the Plan to the Holders of Allowed Claims. Each Executory Contract and Unexpired Lease to which the Debtors are a party shall be deemed rejected unless the Debtors expressly assume such agreements before the Effective Date. The Plan is premised upon the substantive consolidation of the Debtors solely for the purposes of voting, determining which class or classes have accepted the Plan, confirming the Plan, and the resulting treatment of Claims and Interests and Distributions under the Plan. Class 5 consists of all General Unsecured Claims. On the applicable Distribution Date, holders of General Unsecured Claims shall not receive or retain any distribution, property, or other value on account of their General Unsecured Claims. Claims in Class 5 are Impaired. Class 7 consists of all Equity Interests in the Debtors. On the Plan Effective Date, all Interests in the Debtors shall be cancelled, released, extinguished, and discharged and will be of no further force or effect. Each holder of an Interest shall receive no recovery or distribution on account of their Interests in the Debtors. Except as otherwise provided in the Plan, or any agreement, instrument, or other document incorporated herein or therein, including, without limitation, the Asset Purchase Agreement, the Agency Agreement and the Transition Services Agreement, on the Effective Date, the Assets shall revest in the Estates for the purpose of liquidating the Estates, free and clear of all Liens, Claims, charges, or other encumbrances. On and after the Effective Date, the Wind-Down Debtors may, at the direction of the Plan Agent, and subject to the Confirmation Order, use, acquire, or dispose of property, and compromise or settle any Non-GUC Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. On and after the Effective Date, the Wind-Down Debtors shall continue in existence for purposes of (a) resolving Claims, (b) making distributions on account of Allowed Claims, (c) establishing and funding the Disputed Claims Reserve, and any other similar amounts in accordance with the terms of this Plan, (d) filing appropriate Tax returns, (e) liquidating all Excluded Assets of the Debtors and winding down the Estates, and (f) otherwise administering the Plan. A full-text copy of the Combined Disclosure Statement and Plan dated September 11, 2023 is available at https://urlcurt.com/u?l=mmo6FA from PacerMonitor.com at no charge. About Soft Surroundings Operating under the Soft Surroundings brand, Soft Surroundings Holdings and its subsidiaries are a direct-to- consumer nationwide company, selling women's apparel, accessories, beauty products, and home goods. The Debtors' brand is centered around a direct to consumer business, which includes a robust e-commerce marketplace. Soft Surroundings Holdings, LLC, and its 3 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90769) on Sept. 10, 2023, with $0 to $50,000 in assets and $50 million to $100 million in liabilities. Curt Kroll, chief restructuring officer, signed the petitions. The Debtors tapped Katten Muchin Rosenman LLP as general bankruptcy counsel; and Law Office Of Liz Freeman as local bankruptcy counsel. SSG Capital Partners, LLC, is the investment banker. Stretto, Inc., is the claims agent. SOTHEBY'S: S&P Downgrades ICR to 'B' on Tightening Margins ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Sotheby's to 'B' from 'B+'. S&P said, "We also lowered our issue-level rating on the company's senior secured debt to 'B' from 'B+'. The recovery rating remains '3', reflecting our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of default. "The negative outlook reflects that we could lower our rating on Sotheby's over the next 12 months if operating performance faces more pressure than forecast and deleveraging is slower than we expect." The downgrade reflects margin compression from historical levels, resulting in elevated leverage. For the rolling-12-months-ended June 30, 2023, S&P Global Ratings'-adjusted EBITDA margins declined roughly 650 basis points (bps) compared with the same period last year. This was primarily due to lower auction sales and increased operating costs. In addition, auction commissions margin have been trending downward which has impacted EBITDA margins in recent years. RM Sotheby's and Concierge are lower margin businesses and carry lower buyer's premiums than the traditional Sotheby's business, resulting in a negative impact on adjusted EBITDA margins, despite the additive revenue. Sotheby's has tried to offset these impacts by increasing buyer premiums and lower sharing of auction commissions, which resulted in an improvement in auction commission margin in the second quarter. However, S&P still expects margins to be pressured over the next 12 months. S&P said, "We note greater economic headwinds and financial market volatility combined with lower value lots compared with prior years has led to a 6.5% decline in Sotheby's auction sales in last 12 months. Given the ongoing market uncertainty and our weak economic outlook, we now expect the company's revenues to decrease in the low-single-digit percentage range for 2023 before a modest recovery in 2024. "We now forecast the company's S&P Global Ratings'-adjusted leverage to remain higher than 6x. We expect leverage in fiscal 2023 to be in the 7x area, above our previous projection of 6x following business contraction below our base case. We forecast its S&P Global Ratings'-adjusted EBITDA margins will improve about 150 bps in 2024 as the company increases auction commission margins and implements cost reduction plans, which should result in leverage declining to the mid 6x area in 2024." That said, Sotheby's remains vulnerable to significant intra-year cash flow and credit metrics volatility due to the high seasonality and cyclicality of art auction sales. S&P's forecast also incorporates slightly higher capital expenditure in the $20 million-$35 million range as the company remains focused on reinvestment in the business, such as ongoing enhancements to its online platforms, and capital return to shareholders of $80 million. Sotheby's cash flow and earnings are highly vulnerable to global macroeconomic conditions. This is because it caters to high-net-worth individuals who would be less willing and perhaps less able to bid at the auctions in times of economic downturn. Long term, S&P believes the company will benefit from opportunities in newer markets in Asia, like China, where the new upper-middle class is a key demographic driving growth. Also, the large generational wealth transfer over the next several years will be a key opportunity for Sotheby's to capitalize on. Strategic investments to strengthen its digital and online capabilities should also help in increasing reach and maintaining market share. The negative outlook reflects the possibility S&P could lower its rating on Sotheby's over the next 12 months if operating performance faces more pressure than forecast. S&P said, "We could lower our rating on Sotheby's if we do not believe its S&P Global Ratings'-adjusted leverage will approach 6x or less. This could occur if operating performance does not improve in line with our forecast and EBITDA margins continue to contract due to a weak art auction market or lower auction margins. We could also consider a lower rating if we believe the company's competitive position has weakened materially. "We could revise the outlook to stable if the company displays a clear path toward deleveraging to the mid-5x area on a sustained basis and improves its overall operating performance." SOUTHERN DRILL: Hires Galloway Johnson Tompkins as Counsel ---------------------------------------------------------- Southern Drill Supply-Acquisition, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Galloway, Johnson, Tompkins, Burr& Smith as counsel to handle its Chapter 11 bankruptcy case. The firm will be paid at these rates: Todd M. LaDouceur $350 per hour Paralegal $125 per hour The firm will be paid a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Todd M. LaDouceur, Esq., a partner at Galloway, Johnson, Tompkins, Burr & Smith, 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: Todd M. LaDouceur, Esq. GALLOWAY, JOHNSON, TOMPKINS, BURR & SMITH 21 East Garden Street 1st Floor Pensacola, FL 32502 Tel: (850) 436-7000 Fax: (850) 436-7099 Email: tladouceur@gallowaylawfirm.com About Southern Drill Supply-Acquisition Southern Drill Supply-Acquisition LLC is a professional and commercial equipment and supplies merchant wholesaler. Southern Drill Supply-Acquisition sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30452) on July 3, 2023. In the petition filed by William Shearer, as managing member, the Debtor reported assets between $100,000 and$500,000 and liabilities between $1 million and $10 million. Todd M. LaDouceur, Esq. and Todd M. LaDouceur, P.A., at Galloway Law Firm, represent the Debtor as counsel. SPECIALTY PHARMA III: Moody's Rates $50MM 1st Lien Term Loan 'B3' ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Specialty Pharma III Inc's (doing business as Wedgewood Pharmacy) $50 million delayed draw 1st lien term loan. Moody's also affirmed the B3 Corporate Family Rating, B3-PD Probability of Default Rating, and the B3 rating on existing senior secured first lien credit facilities. The outlook is stable. Proceeds from the delayed draw term loan add-on will initially be used to fund the acquisition of a 503B facility in the US Midwest, with the remainder gradually deployed to fund the development of a new 503A facility in Arizona. The debt financed transaction will initially increase leverage to the mid-6x on Moody's adjusted pro forma basis as of June 30, 2023 and modestly increase Wedgewood's interest burden. That said, the facility additions are strategically sensible and will improve speed of delivery to Wedgewood's customers across its US footprint. At the same time, the new facilities will increase Wedgewood's drug compounding capacity in the growing animal health end-market. Finally, Moody's expects Wedgewood to maintain good liquidity with modestly positive free cash flow over the next 12-18 months, further supporting the ratings affirmation. RATINGS RATIONALE Wedgewood Pharmacy's B3 CFR is constrained by its small size with revenue just above $200 million and high financial leverage in the mid-6x (Moody's adjusted debt to EBITDA as of June 30, 2023, pro forma for the proposed transaction). The ratings are also constrained by the company's event and financial policy risks related to its private equity ownership. The ratings are supported by Wedgewood's leading market position in the animal health drug compounding industry and from favorable long term trends in the pet care sector. Moody's believes business risk is lower in pet health than in many other human healthcare sectors. While the earnings growth outlook for Wedgewood is strong, many companies face operational risks and management challenges during periods of rapid growth. Moody's expects that Wedgewood's liquidity will be good, supported by modest positive free cash flow over the next 12-18 months, $17 million in cash (pro forma for the transaction, as of 6/30/23) and an undrawn $40 million revolver expiring in 2026. Wedgewood's capital expenditures are $6-8 million annually and mandatory debt amortization is 1% per year, or $2.2 million. Furthermore, Wedgewood's term loan has no financial maintenance covenants. The revolver has a maximum first lien net leverage covenant that will be tested when more than 35% is drawn. Moody's does not anticipate that the revolver will be used in the next 12-18 months. Wedgewood's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. The score reflects governance (G-4) considerations driven by financial strategy and risk management, as demonstrated by aggressive financial policies under private equity sponsor ownership. To that end, the company plans to fund new compounding facility build-outs with incremental debt. The score also reflects exposure to social risks (S-3) driven by responsible production, due to the company's operation of FDA regulated animal health compounding facilities. The stable outlook reflects Moody's view that Wedgewood's scale and earnings will continue to grow amid a favorable industry backdrop, but that leverage will remain high under private equity ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a downgrade include if operational performance deteriorates or liquidity weakens, or the company fails to generate positive free cash flow. Regulatory changes impacting the animal health drug compounding sector could also put downward pressure on the company's ratings. Wedgewood's ratings could be upgraded if it sustains earnings growth leading to a meaningful increase in scale. The success in ramping up its new 503B and 503A facilities, maintaining good liquidity, and if Wedgewood's debt/EBITDA is sustained below 5.5x could also put upward pressure on the company's ratings. Headquartered in Swedesboro, New Jersey, Specialty Pharma III Inc. (doing business as Wedgewood Pharmacy) is an animal health drug compounding pharmacy that provides specially prepared medicines to meet the individual needs of pets. Reported revenue for the twelve months ended June 30, 2023 were just above $200 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SSG LLC: Hires Bullseye Auction & Appraisal as Auctioneer --------------------------------------------------------- SSG, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Bullseye Auction & Appraisal, LLC as auctioneer. The firm will market and auction the Debtor's personal property located at 7468 Jonesboro Road, Jonesboro, GA, 30236. The firm will be paid a compensation in an amount not to exceed $2,000 per auction, plus a 25 percent commission on all high bid amounts at auction for liquidation of listed goods. Scott Schwartz, a partner at Bullseye Auction & Appraisal, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Scott Schwartz Bullseye Auction & Appraisal, LLC 6470 E. Johns Crossing, Suite 160 Johns Creek, GA 30097 Tel: (770) 544-7479 About SSG, LLC SSG LLC, doing business as Studio Services Group, provides prop rental, fabrication and refurbishment for commercial television and film productions. It leases storage space, rents props, fabricates sets and props, and sells excess inventory as its ordinary business operations. SSG filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58340) on Aug. 30, 2023, with up to $10 million in both assets and liabilities. Tamara Miles Ogier, Esq., at Ogier, Rothschild & Rosenfeld, PC has been appointed as Subchapter V trustee. Judge Sage M. Sigler oversees the case. Leslie Pineyro, Esq., at Jones & Walden, LLC, represents the Debtor as legal counsel. SUNLAND MEDICAL: Panel Taps Caliber Advisors as Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Sunland Medical Foundation and 4750 GHW Bush Land Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Caliber Advisors, LLC as financial advisor. The firm will render these services: (a) review sales process materials for appropriateness; (b) review the Debtors' current business plan, financial statements, and all corporate documents; (c) assist and advise the committee in its examination and analysis of the conduct of the Debtors' affairs; (d) conduct financial diligence on projections and reports submitted by the Debtors; (e) make inquiries and supply committee counsel with information related to various debtor motions; (f) advise the committee on the Debtors' sale process with emphasis on maximizing proceeds; and (g) review unsecured claims and priority claims for appropriateness. David Gonzales, principal of Caliber, will be paid at his hourly rate of $550. In addition, the firm will seek reimbursement for expenses incurred. Mr. Gonzales 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 Gonzales Caliber Advisors, LLC 7373 E Doubletree Ranch Road, Suite 210, Scottsdale, AZ 85258 Email: dave@caliber-advisors.com About Sunland Medical Sunland Medical Foundation and 4750 GHW Bush Land Holdings, LLC are owners of Trinity Regional Hospital Sachse, a full-service hospital and emergency room near Dallas, Texas. Trinity 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. The Debtors sought Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 23-80000) on Aug. 29, 2023. Both estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Michelle V. Larson is the case judge. The Debtors tapped McDermott Will & Emery, LLP as legal counsel and Meadowlark Advisors, LLC as financial advisor. Stretto Inc. is the claims agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Dickinson Wright, PLLC as counsel and Caliber Advisors, LLC as financial advisor. SVB FINANCIAL: Seeks to Hire Huron Consulting as Financial Advisor ------------------------------------------------------------------ SVB Financial Group seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Huron Consulting Services as its financial advisor. The firm will render these services: a. analyze financial information related to communications with regulators, reports and advice provided by third-party advisors, internal financial reports and analyses, and communications between and among the Debtor's employees, management and/or third parties concerning such matters; b. assist in interviews of the Debtor's employees, management and third parties; c. provide information in connection with the preparation of Court filings as requested by conflicts counsel or the Debtor; d. support the evaluation of potential claims or causes of action, and provide related forensic and litigation consulting services; and e. provide additional financial and consulting advice as requested by the Debtor. The firm will be paid at these rates: Managing Director $975 - $1,315 per hour Senior Director $950 per hour Director $700 - $800 per hour Manager $600 per hour Associate $500 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy Martin, a managing director at Huron Consulting LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Timothy Martin HURON CONSULTING LLC 265 Franklin Street, Suite 402 Boston, MA, 02110 Tel: (617) 226-5530 Email: tmartin@hcg.com About SVB Financial Group SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co., LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. TACORA RESOURCES: Gets Court's CCAA Initial Stay Order ------------------------------------------------------ Tacora Resources Inc. sought and obtained an initial order ("Initial Order") under the Companies' Creditors Arrangement Act, as amended ("CCAA"). The Initial Order provides, among other things, a stay of proceedings until Oct. 20, 2023, ("Stay Period") and may be extended by the Court from time to time. Pursuant to an Order of the Court granted Oct. 13, 2023, the Stay Period was extended to Oct. 27, 2023. Tacora will be seeking an additional extension of the Stay Period at a hearing scheduled for Oct. 24, 2023. Pursuant to the Initial Order, FTI Consulting Canada Inc. was appointed as monitor ("Monitor") of the Company. A copy of the Initial Order and copies of the materials filed in the CCAA proceedings may be obtained at http://cfcanada.fticonsulting.com/tacoraor on request from the Monitor by calling 1-416-649-8138 or toll free, 1-833-420-9074 or emailing tacora@fticonsulting.com. Pursuant to the Initial Order, all persons having oral or written agreements with Tacora or statutory or regulatory mandates for the supply of goods and/or services are restrained until further Order of the Court from discontinuing, altering, interfering with or terminating the supply of such goods or services as may be required by Tacora, provided that the normal prices or charges for all such goods or services received after the date of the Initial Order are paid by Tacora in accordance with normal payment practices of Tacora or such other practices as may be agreed upon by the supplier or service provider and Tacora and the Monitor, or as may be ordered by this Court. The Initial Order prohibits Tacora from making payment of amounts relating to the supply of goods or services prior to Oct. 10, 2023, other than certain payments specified in the Initial Order During the Stay Period, all parties are prohibited from commencing or continuing legal action against Tacora and all rights and remedies of any party against or in respect of Tacora or their assets are stayed and suspended except with the written consent of, Tacora and the Monitor, or leave of the Court. To date, no claims procedure has been approved by the Court and creditors are therefore not required to file a proof of claim at this time If you have any questions regarding the foregoing or require further information, please consult the Monitor's website at http://cfcanada.fticonsulting.com/tacoraor on request from the Monitor by calling 1-416-649-8138 or toll free 1-833-420-9074 or emailing tacora@fticonsulting.com. FTI Consulting can be reached at: FTI Consulting Canada Inc. TD South Tower 79 Wellington Street West Suite 2010, P.O. Box 104 Toronto, ON M5K 1G8 Tel: 416-649-8100 Fax: 416-649-8101 Email: Tacora@fticonsulting.com Nigel Meakin Tel: 416-649-8065 Email: Nigel.Meakin@fticonsulting.com Jodi Porepa Tel: 416-649-8059 Email: Jodi.Porepa@fticonsulting.com Graham McIntyre Tel: 902-478-0134 Email: Graham.McIntyre@fticonsulting.com Counsel for the Company: Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9 Ashley Taylor Tel: 416-869-5236 Email: ataylor@stikeman.com Eliot N. Kolers Tel: 416-869-5637 Email: ekolers@stikeman.com Lee Nicholson Tel: 416-869-5604 Email: leenicholson@stikeman.com Natasha Rambaran Tel: 416-869-5504 Email: nrambaran@stikeman.com Philip Yang Tel: 416-869-5593 Email: pyang@stikeman.com RJ Reid Tel: 416-869-5614 Email: rreid@stikeman.com Counsel for the Monitor: Cassels Brock & Blackwell LLP Suite 3200, Bay Adelaide Centre - North Tower 40 Temperance Street Toronto, ON M5H 0B4 Ryan Jacobs Tel: 416-860-6465 Email: rjacobs@cassels.com Jane Dietrich Tel: 416-860-5223 Email: jdietrich@cassels.com Alan Merskey Tel: 416-860-2948 Email: amerskey@cassels.com Monique Sassi Tel: 416-860-6886 Email: msassi@cassels.com Financial Advisor to the Company: Greenhill & Co. Canada Ltd. 1271 Avenue of the Americas New York, NY 10020 Chetan Bhandari Tel: 212-389-1514 Email: chetan.bhandari@greenhill.com Michael Nessim Tel: 416-601-2577 Email: michael.nessim@greenhill.com Usman Masood Tel: 416-601-2578 Email: usman.masood@greenhill.com Charles Geizhals Tel: 212-389-1761 Email: charles.geizhals@greenhill.com Tacora is a private company focused on the production and sale of high-grade iron ore concentrate mined from the Scully Mine, located near Wabush, Newfoundland and Labrador, Canada. TEXARKANA ARKANSAS: Hires Hardaway Axume Weir as Accountant ----------------------------------------------------------- Texarkana Arkansas Hospitality, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to employ Hardaway Axume Weir as accountant. The firm will assist the Debtor in the preparation of financial statements and bankruptcy operating reports; and filing of state and federal income, use, sales or personal property tax returns. The firm will be paid at these rates: Oscar I. Axume $175 to 275 per hour Staff $85 to $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Oscar I. Axume, a partner at Hardaway Axume Weir CPAs, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Oscar I. Axume Hardaway Axume Weir CPAs, LLP 5001 California Ave # 121 Bakersfield, CA 93309 Tel: (661) 328-1815 About Texarkana Arkansas Hospitality Texarkana Arkansas Hospitality, LLC, owns and operates a Comfort Suites hotel located in Texarkana, Arkansas. The property is valued at $7.5 million. Texarkana Arkansas Hospitality filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case No. 23-70804) on June 8, 2023.The Hon. Richard D. Taylor presides over the cases. Kevin P. Keech, Esq., at Keech Law Firm, PA, serves as the Debtor's counsel. In its petition, the Debtor listed $7,832,764 in total assets and$4,003,876 in total liabilities. The petition was signed by Sukhpal Singh as member. Texarkana Arkansas Hospitality previously sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 16-14556) on Aug. 30, 2016. Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's counsel in the 2016 case. TI FLUID SYSTEMS: S&P Upgrades ICR to 'BB', Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.–headquartered TI Fluid Systems PLC to 'BB' from 'BB-', its issue-level rating on its senior secured debt to 'BBB-' from 'BB+', and its issue-level rating on its senior unsecured debt to 'BB' from 'B+'. S&P said, "Our '1' recovery rating on the senior secured debt remains unchanged, indicating our expectation for very high (90%-100%; rounded recovery: 95%) recovery. However, we revised our recovery rating on the unsecured debt to '4' (30%-50%; rounded recovery: 40%) from '5' to reflect their improved recovery prospects following the company's EUR100 million prepayment on its term loan. "The stable outlook reflects our expectation that TI will continue to improve its profitability and FOCF generation such that its FOCF to debt improves above 10% over the next 12 months while its leverage remains below 4x. "The upgrade reflects the company's improved credit metrics, supported by its stronger profitability and debt repayment, as well as our expectation for a further improvement in its FOCF over the next couple of years. TI's S&P Global Ratings-adjusted debt to EBITDA improved to about 2.9x for the 12 months ended June 30, 2023, from 3.7x during the same period the prior year. This is due to the recovery in the company's margin profile supported by an increase in new vehicle production volumes. In addition, TI has been successful in passing on elevated costs to its customers to offset inflationary pressures while also improving its operating efficiency. Furthermore, the company repaid about $100 million of debt through August 2023. "We continue to expect TI's S&P Global Ratings-adjusted EBITDA margin profile will improve as auto production volumes recover, inflation recoveries continue, and productivity measures are enacted. We forecast the company's S&P Global Ratings-adjusted EBITDA margins will be about 9.5%-10.0% in 2023 and 10.0%-10.5% in 2024 while it maintains debt to EBITDA of about 2.5x-3.0x. As its margins improve, we also expect TI will expand its FOCF generation, resulting in S&P Global Ratings-adjusted FOCF to debt of about 9%-10% in 2023 and 11%-12% in 2024." The company will likely continue to expand its margins as new vehicle production volumes improve by passing through increased costs to its customers and enacting operational efficiencies. S&P forecasts the volume of global vehicle production will rise by 3%-5% in 2023 and a further 0%-2% in 2024, which will likely support an improvement in TI's sales and operating leverage. Furthermore, S&P believes the company will expand at a slightly faster pace than the overall market, given its increasing wins in the electrification space. S&P forecasts TI will expand its top-line revenue by about 5% in 2023 and 3% in 2024. The company has continued to secure electrification awards, which rose to about EUR700 million in first half 2023 from about EUR600 million in first half 2022. Additionally, TI has continued to improve its battery electric vehicle (BEV) business in China--which accounts for 45% of its BEV wins in 2023--by securing additional business with larger local original equipment manufacturers (OEMs), such as BYD, Geely, GWM, Changan, and Li Auto. The company's solid win rate suggests that it is well-positioned and has the technological capability to capitalize on higher BEV adoption rates. S&P said, "Despite the transition of some internal combustion engine (ICE) products to EV products, we think the company can leverage its existing technologies, which will likely limit any potential decline in its margin. Over half of TI's products are powertrain agnostic. In addition, we believe it can continue to leverage some of its existing assets to support its new products, such as for the thermal management of EV and hybrid powertrains, with a low degree of tooling and research and development (R&D) investment. Furthermore, we believe there is lower risk of insourcing from the OEMs for these products given TI's scale, innovation, and global capacity. The company also benefits from its global e-mobility innovation center footprint, which enables it to operate closer to its customers and launch products suitable for their local markets. We believe the company will continue also continuing rightsizing its existing production footprint to improve operating efficiency. While we still expect TI will invest about 4%-5% of its sales on capital expenditure (capex) and capitalized R&D, to support the innovation of new electrification products, we think this level of investment is manageable, given its improving margins and efficient working capital management. "We expect the company's financial policy will remain conservative and believe it will maintain leverage of about 2.5x-3.0x over the longer term, though it will likely continue to make tuck-in acquisitions to bolster its BEV portfolio. At its recent capital markets day, TI Fluid indicated it is targeting net leverage of about 1.5x (which would represent S&P Global Ratings-adjusted leverage of about 2.5x). However, we do not think this will prevent the company from remaining acquisitive to support its expansion in the mechatronics space and its modular product growth strategy. Most recently, TI acquired Hungary-based Cascade Engineering, to provide it with additional capabilities in the design and manufacture of thermal fluid connectors, for EUR25.4 million. "We expect the company will complete tuck-in acquisitions of about EUR50 million annually, which it will fund with free cash flow, while maintaining leverage of about 2.5x-3.0x over the longer term. While not assumed in our base-case forecast, we believe TI could use debt financing to undertake a more substantial acquisition, which would increase its S&P Global Ratings-adjusted leverage as high as 4x. Under such a scenario, we would expect the company to focus on deleveraging following the acquisition and return its leverage to the 2.5x-3.0x range. Under management's new capital allocation policy, we also forecast rising dividends and annual share repurchases of about EUR30 million-EUR40 million, which it will fund with its free cash flow. "The stable outlook reflects our expectation the company will continue to improve its profitability and FOCF generation such that its FOCF to debt rises above 10% over the next 12 months while its leverage remains below 4x." S&P could lower its rating on TI Fluid if we expect its FOCF to debt will decline below 10% or its debt to EBITDA will increase above 4x on a sustained basis. This could occur if: -- The company's margins and free cash flow fail to improve due to inflationary pressures, operational missteps, or competitive market dynamics; or -- The company adopts a more aggressive financial policy involving substantial acquisitions that significantly reduces its cash balance or requires significant debt financing, increasing its net leverage. S&P could upgrade TI Fluid if it maintains debt to EBITDA of below 2x, FOCF to debt of more than 15%, and improves its competitive position. This could occur if: -- The company substantially expands its earnings and cash flow base through a stronger operating performance and S&P expects it will maintain more-conservative credit metrics over the longer term; and -- The company significantly increases its revenue and earnings scale while also improving its operating margins. S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis. While TI Fluid will likely gain new content with EVs, it derives more than 40% of its revenue from fuel tanks and delivery systems. Despite its prospects for higher content on electric thermal fluid products and systems, the potential elimination of gas engines, fuel lines, and fuel tank assemblies in BEVs remains a risk. As the industry marches toward pure battery powered vehicles, we recognize the potential benefits of its higher content on hybrid vehicles in the interim. We also expect an expansion in the demand for its thermal coolant heat transfer, fluid storage, and delivery systems for use on BEVs. That said, the company could face reduced volumes and margins if the shift to EVs accelerates." TIMOTHY HILL: Seeks to Use $703,000 in Cash Collateral ------------------------------------------------------ Timothy Hill Children's Ranch, Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to use $703,000 in cash collateral and provide adequate protection for the period from October 16 to October 30, 2023. To the best of the Debtor's knowledge has one secured creditor - Dime Savings Bank (fka Bridgehampton National Bank), that has an interest in the Debtor's cash collateral. Dime has three loans with the Debtor, a mortgage with an outstanding principal balance of approximately $2,069,777 which is secured by a mortgage on the Debtor's properties. The Debtor also has a term loan with an approximate outstanding principal balance of $60,040 which is secured by a lien on the following assets: a Blanket UCC covering all Timothy Hill Children's Ranch, Inc. assets, a lien on a Charles Schwab Investment Portfolio Bond (Loan No. 2220001612). Finally, it has a second term loan in the outstanding principal balance of $187,343 which is secured by the following: 128 Norwich Lake, Huntington, MA 01050; 9 Old Farm Road, Riverhead, NY 11901 and Charles Schwab Investment Portfolio Bond (Loan No. 10323080). All of the loans also have blanket security agreements covering alt of the Debtor's Assets. As of the filing date, the Debtor's assets which secure these loans have a value in excess of $8 million. As of the filing dale, the Debtor is current on its regular monthly payments to Dime in the amount of $17,934 for the mortgage, $11,842 for term loan 3080 and $10,283 for term loan 1612. The Debtor proposes as and for adequate protection to continue with the regular monthly payments to Dime in the total monthly amount of $39,490. A proposed Order will provide that, as adequate protection for the Debtor's use of the Secured Creditors' Collateral, the Debtor will grant the Secured Creditors replacement liens in all of the Debtor's pre petition and post petition assets and proceeds, including the cash collateral and the proceeds of the foregoing, to the extent that they had valid, legal and enforceable security interests in said pre-petition assets on the Filing Date and in the continuing order of priority that existed as of the Filing Date. The Replacement Liens will be subject and subordinate only to: (a) U.S. Trustee fees payable under 28. U.S.C. Section 1930 and 31 U.S.C. Section 3717; (b) professional fees of duly retained professionals in this Chapter 11 case as may be awarded pursuant to Sections 330 of 331 of the Code or pursuant to any monthly fee order entered in the Debtor's Chapter 11 case; (c) the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $10,000; and (d) the recovery of funds or proceeds from the successful prosecution of avoidance actions pursuant to Sections 502(d), 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code. A copy of the motion is available at https://urlcurt.com/u?l=79DbmH from PacerMonitor.com. About Timothy Hill Children's Ranch, Inc. Timothy Hill Children's Ranch, Inc. owns and operates transitional housing programs for troubled teens and young adults. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-73821) on October 16, 2023. In the petition signed by Thaddaeis Hill, executive director, the Debtor disclosed $13,637,708 in assets and $4,841,336 in liabilities. Judge Louis A. Scarcella oversees the case. Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP, represents the Debtor as legal counsel. TOP SHELV: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Top Shelv Worldwide, LLC 5117 Garfield Road Auburn, MI 48611 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: October 19, 2023 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 23-21248 Debtor's Counsel: Edward J. Gudeman, Esq. GUDEMAN & ASSOCIATES, PC 1026 W. Eleven Mile Road Royal Oak, MI 48067 Tel: 248-546-2800 Email: ecf@gudemanlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Manojkumar B. Shah, member of Auburn Holdco, LLC (member of debtor). A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HNSTK5Y/Top_Shelv_Worldwide_LLC__miebke-23-21248__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HE7VLVY/Top_Shelv_Worldwide_LLC__miebke-23-21248__0001.0.pdf?mcid=tGE4TAMA TOPPOS LLC: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ TOPPOS, LLC asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Fayetteville Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to continue to fund ongoing business operations and repair, maintain, preserve, and renovate its manufactured homes that serve as collateral of the Cash Collateral Creditors and protect the interests of the Cash Collateral Creditors. Due to unforeseen and financially catastrophic events that accompanied the worldwide COVID-19 pandemic, including the state and federal eviction moratoriums imposed, extended, and ultimately terminated by the United States Supreme Court on August 27, 2021, which prohibited the eviction of non-paying and delinquent tenants that were occupying the various manufactured homes owned by the Debtor and located in 29 separate residential communities located across North Carolina and Illinois. Once the Eviction Moratorium was terminated, and the non-paying tenants and occupants were evicted, the Debtor discovered that virtually all of its manufactured home s had sustained significant damages, destruction, vandalism, which it was forced devote significant resources, capital, and funds to repair, remediate, and restore. Additionally, and within the same time frame, the Debtor began to experience significant financial problems as a result of its inability to pay certain ongoing expenses associated with certain secured obligations associated with its manufactured homes. The Debtor's sole source of revenue and income consists of the monthly rental payments made by the following individual manufactured home parks and communities. Although the Rental Revenue varies, based upon occupancy, the Debtor estimates that the for the calendar month ending October 31, 2023, the Rental Revenue generated and collected by the Debtor from the MH Parks will be not less than $222,950, based upon the number of manufactured homes owned by the Debtor and located in the MH Parks, which were occupied as of October 1, 2023. Prepetition, the Debtor incurred certain indebtedness in connection with its business operations, in which the following creditors took a security interest in the manufactured homes owned by the Debtor, located in the MH Parks, and currently being utilized by third-party tenants, as well as the proceeds of the Lease Agreements, which may constitute cash collateral as defined by section 363 of the Bankruptcy Code: (A) Northpoint Commercial Finance, LLC; (B) CHC TN, LLC, (C) Greenstate Credit Union; and (D) 21st Mortgage Corporation. The Debtor proposes, on an interim basis, adequate protection to the Cash Collateral Creditors in exchange for the Debtor's use of cash collateral, of a continuing post-petition replacement lien and security interest to the Cash Collateral Creditors in all property and categories of property of the same extent, validity, and priority as said creditor held prepetition, the validity, enforceability, and perfection of which shall be immediately deemed perfected, without the need for any further action on the part of Cash Collateral Creditors. A copy of the motion is available at https://urlcurt.com/u?l=GOwzww from PacerMonitor.com. About Toppos LLC Toppos LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02889) on October 5, 2023. In the petition signed by Neil Carmichael Bender, II, member-manager, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Pamela W. Mcafee oversees the case. Blake Y. Boyette, Esq., at Buckmiller, Boyette & Frost, PLLC, represents the Debtor as legal counsel. TRANSPLANT SYSTEMS: Hires Bennett-Guthrie PLLC as Counsel --------------------------------------------------------- Transplant Systems LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Bennett-Guthrie PLLC as counsel. The firm will provide these services: a. advise the Debtor as to its rights, duties, and powers as a debtor-in-possession; b. advise the Debtor as to the ability and means by which some or all of the Debtor's assets could be leased, sold, or refinanced to generate cash for the payment of such claims as may be allowed in the bankruptcy proceeding; c. advise the Debtors as to any other matter relevant to the case or the formulation of a Chapter 11 plan; d. assist the Debtor in the operation of its glass repair business; e. assist the Debtor in the preparation and filing of all the necessary statements of financial affairs, schedules, reports, disclosure statements, plans and other documents and pleadings that the Debtor is required to file in the bankruptcy case; f. represent the Debtor at all hearings, meetings of creditors, conferences, trials and other proceedings in the bankruptcy case; g. assist and advise the Debtor with regard to communications to the general creditors body regarding any matters of general interest and any proposed Chapter 11 plan; and h. perform such other legal services as may be necessary in connection with this case and the operation of the Debtor as debtor-in-possession, including to advise with regard to issues related to taxation, real estate environmental, and contractual relations. The firm will be paid at these rates: Erik M. Harvey, Partner $350 per hour Elizabeth F. Lawson, Associate $250 per hour Dalene Kennedy, Paralegal $125 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm the sum of $762, and Chapter 11 filing fee of $1,738. Erik M. Harvey, Esq., partner of Bennett-Guthrie PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bennett-Guthrie can be reached at: Erik M. Harvey, Esq. Bennett-Guthrie PLLC 1560 Westbrook Plaza Dr. Winston-Salem, NC 27103 Tel: (336) 765-3121 Fax: (336) 765-8622 Email: eharvey@bennett-guthrie.com About Transplant Systems LLC Transplant Systems LLC sells kits for plants to be grown in a household. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. N.C. Case No. 23-10531) on September 28, 2023. In the petition signed by Thurman Ray De Bruhl, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Lena Mansori James oversees the case. Erik M. Harvey, Esq., at Bennett Guthrie PLLC, represents the Debtor as legal counsel. TUPPERWARE BRANDS: Swings to $232.5 Million Net Loss in 2022 ------------------------------------------------------------ Tupperware Brands Corporation filed with the Securities and Exchange Commission its delayed Annual Report on Form 10-K reporting a net loss of $232.5 million on $1.30 billion of net sales for the year ended Dec. 31, 2022, compared to net income of $15.6 million on $1.60 billion of net sales for the year ended Dec. 25, 2021. As of Dec. 31, 2022, the Company had $743.6 million in total assets, $1.17 billion in total liabilities, and a total shareholders' deficit of $429.8 million. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. Liquidity and Capital Resources Tupperware disclosed in the Report that the Company entered into the First Amendment, Second Amendment, and Third Amendment to its Credit Agreement to address expected non-compliance with financial covenants, given that the Company was forecasting that it would not meet its financial covenants absent such modifications. The Fourth Amendment to the Credit Agreement was entered into to permit a one-time $5.3 million Revolver borrowing otherwise impermissible due to certain covenant breaches, including late payment of interest and failure to timely deliver audited financials. On Aug. 2, 2023, the Company entered into the Debt Restructuring Agreement to waive certain events of default and restructure the credit facilities documented by the Credit Agreement, as it had been amended through the Fourth Amendment to Credit Agreement and Limited Waiver of Borrowing Conditions, dated May 5, 2023. The Debt Restructuring Agreement reallocated cash interest and fees, deferred certain future cash interest payments, allowed immediate access to the Revolver, modified the prospective covenants, extended maturity of Term Loans, and required the issuance of warrants representing up to 4.99% of the total issued and outstanding shares of common stock of the Company in the aggregate (calculated on a fully-diluted basis). The warrants are exercisable for five years from the date on which they are eligible to be exercised, with warrants representing 2.99% of the total issued and outstanding shares of common stock of the Company in the aggregate (calculated on a fully-diluted basis) immediately exercisable and the remainder of the warrants exercisable upon the occurrence of certain events related to Repayment Incentive Milestones. According to Tupperware, the Company entered into both the Second and Third Amendments to address expected non-compliance with financial covenants given that the Company was forecasting that it would not meet its financial covenants absent such modifications. In the first and second quarters of 2023, the Company was forecasting non-compliance with the amended financial covenants included in the Third Amendment. As a result, the Company had no ability to borrow further under its Revolver until Aug. 2, 2023, when it entered into the Debt Restructuring Agreement. On Oct. 5, 2023, the Credit Agreement was amended to, among other things, extend the deadline for delivery of the this Report and the 2023 Forms 10-Q. Tupperware Brands commented, "While the Debt Restructuring Agreement has provided the Company with immediate access to capacity under the Revolver and reduced the amount payable for principal and cash interest in the next twelve months, the Company continues to experience liquidity challenges as a result of declining revenues in 2023 and additional working capital pressure primarily from supplier requests to reduce payment terms in response to the conclusion that there is substantial doubt about the Company's ability to continue as a going concern. Given the uncertainties around liquidity, the execution of Company's Turnaround Plan, and ability to comply with covenants, management concluded there is substantial doubt about its ability to continue as a going concern for at least one year from the issuance date of this Report." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001008654/000100865423000079/tup-20221231.htm About Tupperware Brands Corporation Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products that people love and trust. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. TW AUTOMATION: Rob Messerli Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 14 appointed Rob Messerli of Gunrock Venture Partners as Subchapter V trustee for TW Automation, LC. Mr. Messerli will be paid an hourly fee of $225 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Messerli declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Rob Messerli 6917 Tomahawk Road P.O. Box 8686 Prairie Village, KS 66208-2618 Phone: 913-662-3524 Email: rob.messerli@gunrockvp.com About TW Automation TW Automation, LC., is an automation company in Lenexa, Kansas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Kan. Case No. 23-21184) on October 5, 2023, with $320,183 in assets and $1,473,191 in liabilities. Jason Luzar, member, signed the petition. Judge Robert D. Berger oversees the case. Erlene W. Krigel, Esq., at Krigel & Krigel, PC represents the Debtor as legal counsel. TWENTY FIFTY: Seeks to Hire Goe Forsythe & Hodges as Legal Counsel ------------------------------------------------------------------ Twenty Fifty LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Goe Forsythe & Hodges, LLP as its bankruptcy counsel. The Debtor requires legal counsel to: a. advise and assist the Debtor with respect to compliance with the requirements of the Office of the U.S. Trustee; b. advise the Debtor regarding matters of bankruptcy law, including the rights and remedies of Debtor with respect to its assets and claims of creditors; c. represent the Debtor in any proceedings or hearings in the bankruptcy court and in any action in any other court where its rights under the Bankruptcy Code may be litigated or affected; d. conduct examinations of witnesses, claimants or adverse parties, and assist in the preparation of reports, accounts, and pleadings related to the case; e. advise the Debtor concerning the requirements of the Bankruptcy Code and applicable rules; f. assist the Debtor in negotiation, formulation, confirmation, and implementation of a Chapter 11 plan of reorganization; g. make any bankruptcy court appearances on behalf of the Debtor; and h. perform such other services as the Debtor may require of the firm in connection with its Chapter 11 case. The firm will be paid at these rates: Attorneys $385 to $595 per hour Of Counsel $385 to $625 per hour Paralegals $185 to $195 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a pre-bankruptcy retainer of $5,000. Marc Forsythe, Esq., a partner at Goe Forsythe & Hodges, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Marc C. Forsythe, Esq. GOE FORSYTHE & HODGES, LLP 17701 Cowan, Suite 210 Irvine, CA 92614 Tel: (949) 798-2460 Fax: (949) 955-9437 Email: mforsythe@goeforlaw.com About Twenty Fifty LLC Twenty Fifty is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Twenty Fifty LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11778) on August 30, 2023. The petition was signed by Teresa Anguizola as managing member. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Judge Scott C. Clarkson oversees the case. Marc C. Forsythe, Esq. at GOE FORSYTHE & HODGES LLP represents the Debtor as counsel. UNION CIGAR: Unsecureds Will Get 2% of Claims over 3 Years ---------------------------------------------------------- Union Cigar, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a Second Amended Plan of Reorganization dated October 12, 2023. The Debtor's business consists of selling premium retail cigars and operating a smoking lounge at its Gettysburg, Pennsylvania location. The Debtor also runs remote locations at various shows where it sells its products. The Debtor's business greatly relies upon Gettysburg, Pennsylvania tourist traffic and shows. The Debtor's business started during the Covid pandemic. During Covid, much of this tourist traffic and shows were non-existent. As a result of the significant drop in tourism, the Debtor's revenue greatly suffered and went down significantly. The Debtor periodically obtained various loans, including funds from Merchant Advance Companies. Because of the drop in cash flow, pre-Petition the Debtor was unable to pay all of its creditors, including any Merchant Advance Companies. The Debtor also had a dispute and fell behind on its payments to its primary secured creditor, PeoplesBank. As a result of the various financial problems, the Debtor determined to file Chapter 11. The Debtor believes it will be able to reorganize as set forth in this Plan. Class 5 consists of General Unsecured Creditors. Class 5 includes all other Claim holders of the Debtor who are not otherwise classified under the Plan, including all general unsecured creditors, as well as including any Claim of Coolidge Capital, LLC and any other Merchant Advance Companies. Beginning 6 months after the Effective Date, the general unsecured creditors in Class 5 shall be paid 2% of each allowed Class 5 Claim, payable in 3 equal annual installments of 0.67% each. The equity of the Debtor is held by John-Walter Weiser, holder of 80% of the membership interest of the Debtor, and Jordan M. Dale, holder of 20% of the membership interest of the Debtor. The Equity Holder will continue to hold the equity subsequent to the Effective Date of the Plan. As of the Effective Date, the Debtor retains the right to cancel the equity and issue new equity in the same percentage as exists pre-Petition. The Debtor intends to continue to operate its sale of tobacco products and related items at the Debtor's business location. Attached are Projections setting forth the Debtor's ability to make the payments under the Plan. The Projections set forth the cash flow and disposable income of the Debtor. Under the Plan, the Debtor provides for distributions to creditors of disposable income over the 3 years after the Effective Date. If necessary, and as may be required in a non-consensual Plan, the disposable income will be submitted to the Subchapter V Trustee. A full-text copy of the Second Amended Plan dated October 12, 2023 is available at https://urlcurt.com/u?l=jRcYIh from PacerMonitor.com at no charge. Debtor's Counsel: Robert E. Chernicoff, Esq. Cunningham, Chernicoff & Warshawsky, P.C. 320 N 2nd St Harrisburg, PA 17110 Phone: 717-260-3527 Fax: 717-238-4809 About Union Cigar Union Cigar, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00873) on April 20, 2023. In the petition signed by John-Waite, Weiser, manager, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Henry W. Van Eck oversees the case. The Debtor tapped Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky PC as legal counsel and Tracey Douty, CPA, at Wiedeman & Douty, PC as accountant. UNITED BRANDS: Hires Bartimus Frickleton as Special Counsel ----------------------------------------------------------- United Brands Products Design Development & Marketing, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Bartimus Frickleton Robertson Rader as special litigation counsel. The Debtor needs the firm's legal assistance in connection with a case (Case No. 20SL-CC06071) filed in the Circuit Court of the State of Missouri, County of St. Louis. The firm will be paid a contingency fee of 40 percent of any amount recovered by way of suit or settlement. 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: Edward Robertson III, Esq. BARTIMUS FRICKLETON ROBERTSON RADER 4000 W 114th St. Suite 310 Leawood, KS 66211 Tel: (913) 266-2300 About United Brands Products Design Development & Marketing, Inc. 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 SITE: Blackstone Fund Marks $1.08MM Loan at 18% Off ---------------------------------------------------------- Blackstone Senior Floating Rate 2027 Term Fund has marked its $1,079,452 loan extended to United Site Cov-Lite to market at $889,603 or 82% of the outstanding amount, as of June 30, 2023, according to the Blackstone Fund's Form N-CSRS for the semi-annual period ended June 30, 2023, filed with the Securities and Exchange Commission. Blackstone Senior Floating Rate 2027 Term Fund is a participant in a First Lien Term Loan (1M US SOFR + 5.50%) to United Site Cov-Lite. The loan matures on December 15, 2028. Blackstone Senior Floating Rate 2027 Term Fund, formerly known as Blackstone Senior Floating Rate Term Fund, is a diversified, closed-end management investment company. BSL was organized as a Delaware statutory trust on March 4, 2010. BSL was registered under the Investment Company Act of 1940, as amended on March 5, 2010. United Site Services provides portable sanitation and related site services. UNITED WHOLESALE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed United Wholesale Mortgage, LLC's (UWM) Long-Term Issuer Default Rating (IDR) and unsecured debt rating at 'BB-'. The Rating Outlook is Stable. Today's rating action has been taken as part of a periodic peer review of non-bank mortgage companies, which is comprised of six publicly rated firms. KEY RATING DRIVERS The rating affirmation reflects UWM's market position and franchise as the leading wholesale residential mortgage lender, strong financial profile with improved capitalization and liquidity, solid asset quality of the servicing portfolio, a robust and integrated technology platform, and an experienced management team with extensive industry backgrounds. Rating constraints include a reliance on short-term, uncommitted funding and elevated key person risk related to the CEO and president, Mat lshbia, who, together with the lshbia family, exercises significant control over the company as majority shareholders. Fitch also views the exclusive focus on the wholesale channel as a rating constraint, as it could limit further market share gains within the overall mortgage market. UWM's pre-tax return on average assets (ROAA), adjusted for GNMA loans subject to repurchase right, was 3.1% from the trailing 12 months (TTM) ended 2Q23, which includes net losses experienced in 1Q23 and 4Q22. This is below ROAA of 5.3% for 2022 and the four-year average of 15.2% from 2019-2022, which was bolstered by low interest rates for much of that period. Profitability has been challenged since 4Q22 by lower originations due to interest rate hikes as well as the resulting industry overcapacity which pressured gain on sale (GOS) margins. The servicing segment should contribute more significantly to earnings going forward, but Fitch expects the environment to remain challenging in the near term. UWM's leverage (gross debt to tangible equity) was 2.8x at 2Q23, consistent with 2.9x at YE22 but down from 5.7x at YE21 and 3.4x at YE20, driven by retained earnings growth in 2020-2021 which de-levered the balance sheet. Fitch expects leverage to remain stable as funding debt should remain consistent and tangible equity growth will likely be limited in the near term given the challenged earnings outlook. Corporate leverage, which excludes the balances under origination funding facilities, has remained low, totaling 0.9x at 2Q23, consistent with YE22. The metric remains below UWM's internal target of 1.0x and the net debt incurrence covenant of 2.0x set forth under the senior unsecured notes. Consistent with other non-bank mortgage companies, UWM utilizes short-term wholesale funding for its operations, with unsecured debt comprising 23.9% of total debt at 2Q23, up from 21.4% at YE22 and 11.0% at YE21, and all secured facilities except for its mortgage servicing right (MSR) lines maturing within one year. Committed facilities were 6.1% of secured debt as of 2Q23, which is improved from 3.6% as of YE22 but still at the low end of the peer range. Fitch would view an increase in committed funding, an extension of the funding duration and further increases in unsecured funding favorably. Fitch views UWM's current liquidity profile as strong relative to peers and adequate to offset any operating cash needs, potential margin calls and advancing requirements. At 2Q23, liquidity consisted of approximately $900 million of unrestricted cash and self-warehoused loans, as well as $1.4 billion available borrowing capacity on its MSR secured lines of credit, which equates to 27.6% of total debt outstanding. The company also has access to a $500 million unsecured revolving credit facility with SFS Corp, its principal shareholder, which is currently undrawn. Asset quality risk is not material for UWM, as nearly all originated loans are conforming agency or Ginnie Mae-eligible and sold shortly after origination. Performance of the servicing portfolio has been solid relative to peers, with the 60+ day delinquency rate, including forbearance, at 1.0% as of 2Q23, slightly above 0.9% at YE22 but down from the peak of 1.9% at YE20. In general, mortgages have outperformed other consumer assets over the last year given strong home equity levels. However, unemployment remains low, and macroeconomic stress could drive higher delinquencies in 2024-2025. UWM does have exposure to potential losses due to repurchase or indemnification claims from investors under certain warranty provisions, although claims in recent years have been manageable. The Stable Outlook reflects Fitch's expectation that UWM will maintain relatively stable leverage levels, moderate shareholder payouts to match reduced profitability, and sufficient liquidity and access to funding to manage its MSR portfolio. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained profitability challenges that erode tangible equity and the firm's market position; - Gross leverage sustained above 5.0x; corporate leverage sustained above 1.5x; - A decrease in aggregate liquidity resources or reduction in unencumbered assets that constrain the company's funding flexibility; and/or increased utilization of secured funding that reduces the unsecured funding mix below 10%; - Regulatory scrutiny resulting in UWM incurring substantial fines that negatively impact its franchise or operating performance; and - The departure of Mat lshbia and/or reduced involvement of the Ishbia family, who have led the growth and direction of the company. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improvement in the funding profile, including an extension of funding duration and/or an increase in the proportion of committed funding and the maintenance of unsecured debt above 25% of total debt; - Maintenance of strong liquidity and contingent resources above 30% of total debt; - Leverage maintained at-or-below 3x on a gross debt to tangible equity basis; corporate leverage maintained under 1x; - Enhanced consistency of operating performance with demonstrated profitability through the cycle; - Maintenance of market position and leadership in the wholesale origination channel; and - Demonstrated effectiveness of corporate governance policies. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The senior unsecured debt rating is equalized with the IDR given the funding mix and adequate unencumbered assets available to the noteholders, suggesting average recovery prospects in a stressed scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The rating on the unsecured notes is primarily sensitive to changes in the Long-Term IDR and would be expected to move in tandem. However, a material decrease in unencumbered assets and/or an increase in the proportion of secured funding could result in a widening of the notching between United Wholesale's Long-Term IDR and the unsecured notes. ADJUSTMENTS The Standalone Credit Profile has been assigned below the implied Standalone Credit Profile due to the following adjustment reason(s): Weakest Link - Funding, Liquidity & Coverage (negative). The Business Profile score has been assigned below the implied score due to the following adjustment reason: Business model (negative). The Asset Quality score has been assigned below the implied score due to the following adjustment reason: Non-loan exposures (negative). The Earnings & Profitability score has been assigned below the implied score due to the following adjustment reason: Historical and future metrics (negative). The Capitalization & Leverage score has been assigned below the implied score due to the following adjustment reasons: Historical and future metrics (negative). ESG CONSIDERATIONS UWM has an ESG Relevance Score of '4' for Governance Structure due to elevated key person risk related to its president and CEO, Mr. Ishbia, who has led the growth and strategic direction of the company since its inception. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. UWM also has an ESG Relevance Score of '4' for Customer Welfare — Fair Messaging, Privacy and Data Security due to its exposure to compliance risks that include fair lending practices, debt collection practices and consumer data protection. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Except for the matters discussed above, the highest level of ESG credit relevance, if present, is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, due to either their nature or the way in which they are being managed by the entity. Entity/Debt Rating Prior ----------- ------ ----- United Wholesale Mortgage, LLC LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed BB- VENTURE GLOBAL: S&P Rates New Senior Notes 'BB', Affirms 'BB-' ICR ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '2' recovery rating to Virginia-based liquefied natural gas (LNG) company Venture Global LNG Inc.'s (VGLNG) proposed senior secured notes. At the same time, S&P Global Ratings affirmed all ratings, including its 'BB-' issuer credit rating, on VGLNG. The '2' recovery rating indicates its expectation for substantial recovery (70%-90%: rounded estimate: 80%) for noteholders in the event of a payment default. S&P said, "The stable outlook reflects our view that the Venture Global Calcasieu Pass (VGCP) project will be successfully commissioned and that the Venture Global Plaquemines (VGPL) project's construction will remain on time and on budget. We believe that once completed, these projects will provide the company with robust, stable distributions from contracted revenues as well as potential incremental revenue from excess capacity sales. "VGLNG's business risk profile remains consistent with our expectations. The business risk profile continues to benefit from the strength of the underlying projects that will generate the cash flow on which the company relies to service its debt. These projects benefit from strong revenue contracts that provide take-or-pay cash flow from predominantly investment-grade counterparties. The company has four projects that are in various stages of development. The first, VGCP, is nearing the end of the commissioning stage and the second, VGPL, is approximately 55% completed. All projects are on the U.S. Gulf Coast. To a large degree, our business risk profile takes a forward view and rests on the assumption that these first two projects will be finished on time and on budget based on the success of VGLNG in developing them to date. "As the first two projects are completed and the second two progress through final commercialization and construction, we believe there is scope for the business risk to improve and with it the potential for a higher rating." VGLNG's financial risk profile is strengthening incrementally. S&P continues to fully consolidate all of the project debt except for the debt from Venture Global Calcasieu Pass LLC, which it proportionally consolidate based on ownership. The financial risk profile reflects the significant amount of leverage given the material amount of debt the company raised to support continued construction and development of all projects. However, during our forecast period the VGCP project continues to generate incremental commissioning cargo revenue, some contracted revenue, and commissioning cargo revenue at the VGPL project. S&P said, "We view commissioning revenue as inherently more risky than contracted revenue. Because we have taken a more forward-looking view on business risk, we do not include the full potential of commissioning revenue to be consistent with the stronger business risk we have assumed. Accordingly, we have built some commissioning cargo revenue into our forecast to acknowledge the advancement of the projects, but at a level that we believe is consistent with the business risk profile. We believe this approach is appropriate since the company's business model is based on the contracted cash flows in the long term." The company recently announced that it has reorganized and VGC is now a 100% owned subsidiary of VGLNG. A significant aspect of this transaction is that VGLNG now has the rights to the production above nameplate capacity that the projects may produce. Although S&P does not build any of this cash flow into its forecast, S&P recognizes the potential of this revenue, when realized, to further support credit metrics. S&P said, "The stable outlook reflects our expectation that the VGCP project will be successfully commissioned and that the VGPL project's construction will remain on time and on budget. We believe that once completed, these projects will provide the company with robust, stable distributions from contracted revenues, and potential incremental revenue from excess capacity sales. "We could take a negative rating action if the VGCP project is not successfully commissioned or the VGPL project experiences delays or significant cost increases. "We could raise the rating if we expect debt to EBITDA will fall below 5.5x based on contracted cargos. Given the stage of development of the current projects, we don't believe this is likely during the outlook period." VENTURE INC: Seeks to Hire Craig M. Geno as Bankruptcy Counsel -------------------------------------------------------------- Venture, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ to hire the Law Offices of Craig M. Geno, PLLC as its counsel. The firm's services include: a. advising and consulting with the Debtor regarding questions arising from certain contract negotiations during the operation of the Debtor's business; b. evaluating and objecting to claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appearing in, prosecuting, or defending suits and proceedings, and taking all necessary steps and other matters involved in or connected with the affairs of the estate of the Debtor; d. representing the Debtor in court hearings and assisting in the preparation of legal documents; e. advising and consulting with the Debtor in connection with any proposed Chapter 11 reorganization plan; and f. providing other necessary legal services. The Law Offices of Craig M. Geno will be paid at these rates: Craig M. Geno $450 per hour Associates $275 per hour Paralegals $185 to $215 per hour Craig Geno, Esq., an attorney at the Law Offices of Craig M. Geno, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About Venture Inc. Venture Inc. and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Lead Case No. 23-02186) on Sept. 22, 2023. In the petitions signed by Daniel K. Myers, president, Venture Inc. disclosed up to $1 million in estimated assets and up to $10 million in total liabilities. Judge Jamie A. Wilson oversees the case. The Debtors tapped Newman & Newman and the Law Offices of Craig M. Geno, PLLC as counsel and Harper Rains Knight & Company, PA as financial advisor. VERDE BIO: Issues $97,750 Promissory Note to 1800 Diagonal ---------------------------------------------------------- Verde Bio Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC whereby the Company issued a Promissory Note for $97,750 to Buyer. The Note contains an interest rate of eleven 11% and has a maturity date of July 15, 2024. The amounts due under the Note are convertible upon an event of default at a rate of 75% of the "market price", which is defined as the lowest trading price for the common stock during the 10-trading day period ending on the latest complete trading day prior to the conversion date. The transaction under the Purchase Agreement closed on Oct. 10, 2023. About Verde Bio Verde Bio Holdings, Inc. (OTC: VBHI) is an energy company based in Frisco, Texas, engaged in the acquisition and management of Mineral and Royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The Company's dual-focused growth strategy relies primarily on leveraging management's expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Aug. 1, 2023, citing that the Company has suffered recurring losses from operations and has negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Verde Bio said in its Quarterly Report on Form 10-Q for the period ended July 31, 2023, that "The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company's future operations. The Company will continue to rely on equity sales of its common shares in order to continue to fund business operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year from the date these financial statements are issued." VISTA CLINICAL: Court OKs Cash Collateral Access Thru Nov 9 ----------------------------------------------------------- The U.S. Middle District of Florida, Orlando Division, authorized Vista Clinical Diagnostics, LLC to use cash collateral on an interim basis in accordance with the budget, through November 9, 2023. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by this Court, including the monthly fees due to the Subchapter V Trustee; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for the expenses. During the interim period, Lake City Medical Properties, LLC, will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as its respective prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The replacement lien(s) granted will secure all obligations owing from the Debtor to Lender. A further hearing on the matter is set for November 9 at 2:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Wf0Wi7 from PacerMonitor.com. The Debtor projects total cash disbursement, on a weekly basis, as follows: $827,018 for the week ending October 23, 2023; and $327,597 for the week ending October 30, 2023. About Vista Clinical Diagnostics, LLC Vista Clinical Diagnostics, LLC is an independent laboratory offering a complete compendium of clinical laboratory testing capabilities, including microbiology, PCR molecular biology & surgical pathology. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04109) on October 2, 2023. In the petition signed by Davian S. Santana, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. R.Scott Shuker, Esq., at Shuker & Dorris, PA, represents the Debtor as legal counsel. WADE PARK: Seeks to Hire Ross Smith & Binford as Counsel -------------------------------------------------------- Wade Park Land Holdings, LLC and Wade Park Land, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Ross, Smith & Binford, PC as its counsel. The firm will advise the Debtors on and appear for them in the Texas Lien Litigation and all matters related to the Texas Lien Litigation and provide general counsel to the extent necessary but only in a manner that avoids material overlap with the Debtors' other counsel. The firm will be paid at these rates: Jason B. Binford $650 per hour Jonathan Gitlin $500 per hour Michael Coulombe (Paralegal) $150 per hour The firm will receive a retainer in the amount of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Binford, Esq., a partner at Ross, Smith & Binford, PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jason Binford, Esq. ROSS SMITH & BINFORD, PC 2003 N. Lamar Blvd., Suite 100 Austin, TX 78705 Tel: (512) 351-4778 Fax: (214) 377-9409 Email: jason.binford@rsbfirm.com About Wade Park Land Holdings Wade Park Land Holdings, LLC and Wade Park Land, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 20-11192) on Aug. 26, 2020. The petitions were signed by Stanley E. Thomas, authorized representative. At the time of the filing, Wade Park Land Holdings had estimated assets of between $100 million and $500 million and liabilities of between $100 million and $500 million. Wade Park Land had an estimated assets of between $100 million and $500 million and liabilities of between $50 million and $100 million. Stone & Baxter, LLP is Debtors' legal counsel. WADE PARK: Taps Law Offices of Henry F. Sewell as Counsel --------------------------------------------------------- Wade Park Land Holdings, LLC and Wade Park Land, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire the Law Offices of Henry F. Sewell, Jr., LLC, as co-counsel. The firm's services include: a. reviewing and preparing on behalf of the Debtors pleadings, administrative and procedural applications, motions, answers, orders, reports and papers necessary to the administration of the estate of the Debtors and conducting examinations incidental to the administration of the bankruptcy estate; b. advising the Debtors with respect to the powers and duties of the Debtors in the administration of the Cases; c. attending meetings and negotiating with representatives of creditors and other parties in interest and advise and consulting on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of business operations in Chapter 11; d. taking necessary action to protect and preserve the estate of the Debtors, including the investigation and prosecution of actions on their behalf, including, but not limited to, actions under chapter 5 of the Bankruptcy Code, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtors may be involved and objections to claims filed against the estate of the Debtors; e. reviewing and preparing on behalf of the Debtors all documents and agreements as they become necessary and desirable, including, but not limited a plan of reorganization for the Debtors; f. reviewing and objecting to claims, providing litigation services relating to claims objections and analyzing, recommending, preparing, and pursuing any causes of action created under the Bankruptcy Code; g. advising and assisting the Debtors in connection with any disposition of assets of the estate of the Debtors; h. appearing before this Court, any appellate courts, and the U.S. Trustee, and protecting the interests of the estate of the Debtors before such courts and the U.S. Trustee; and i. providing assistance to the Debtors as to any and all other action incident to the proper preservation and administration of the assets of the bankruptcy estates and performing all other necessary legal services and give all other necessary legal advice to the Debtors in connection with these Chapter 11 Cases. The hourly rates of the firm's attorneys are as follows: Henry F. Sewell, Jr. $425 Eric Silva $310 In addition, the firm will seek reimbursement for expenses incurred. Henry Sewell, Jr., Esq., sole member of the Law Offices of Henry F. Sewell, Jr., 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: Henry F. Sewell, Jr., Esq. LAW OFFICES OF HENRY F. SEWELL, JR., LLC 2965 Peachtree Road, NW, Suite 555 Atlanta, GA 30305 Telephone: (404) 926-0053 Email: hsewell@sewellfirm.com About Wade Park Land Holdings Wade Park Land Holdings, LLC and Wade Park Land, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 20-11192) on Aug. 26, 2020. The petitions were signed by Stanley E. Thomas, authorized representative. At the time of the filing, Wade Park Land Holdings had estimated assets of between $100 million and $500 million and liabilities of between $100 million and $500 million. Wade Park Land had an estimated assets of between $100 million and $500 million and liabilities of between $50 million and $100 million. Stone & Baxter, LLP is Debtors' legal counsel. WARDS COVE: Seeks to Hire Bush Kornfeld as Bankruptcy Counsel ------------------------------------------------------------- Wards Cove Packing Company, LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Alaska to employ Bush Kornfeld, LLP as their bankruptcy counsel. The firm's services include: a. providing the Debtors with legal advice regarding their powers and duties in the continued operation of their businesses and management of their property; b. preparing legal papers; c. advising the Debtors with respect to all processes surrounding their jointly administered Chapter 11 cases; d. assisting the Debtors in reviewing all claims and in determining all issues associated with the distribution on allowed claims; e. taking necessary action to avoid any liens subject to the Debtors' avoidance; and f. performing other necessary legal services. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas A. Buford, Esq. Christine M. Tobin Presser, Esq. Richard B. Keeton, Esq. BUSH KORNFELD, LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 292-2110 (206) 521-3856 Fax: (206) 292-2104 Email: ctobin@bskd.com About Wards Cove Packing Company, LLC Wards Cove Packing Company, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Alaska Case No. 23-00163) on Sept. 25, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Bush Kornfeld, LLP represents the Debtor as legal counsel. WESTLAKE SURGICAL: Hires Paladin Management as Financial Advisor ---------------------------------------------------------------- Westlake Surgical, L.P. d/b/a The Hospital at Westlake Medical Center seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Paladin Management Group, LLC as its financial advisor. The firm will render these services: (a) assist the Debtor in cash management and cash flow forecasting processes, including the monitoring and reporting of actual cash flow versus projections; (b) assist the Debtor in its analysis of its liquidity outlook, debt service capacity, appropriate capital structure, and potential amounts due customers; (c) assist the Debtor in the preparation and/or review of financial forecasts and reports that may be required by the Debtor's lenders and stakeholders; (d) assist the Debtor in identifying various operational, managerial, financial and strategic restructuring alternatives and understanding the business and financial impact of same; (e) assist the Debtor in connection with the Debtor's negotiations with other parties, including its secured lenders, significant vendors, customers, etc., in connection with such strategies; (f) provide accounting support as requested by the Debtor, and as agreed to by Paladin, in the areas of operational accounting, financial reporting, and systems assessment; (g) provide strategic communication services, which will include, but not be limited to, assessment and development of a strategic communications plan, development of communications materials, coordination of media contacts, interviews and other placements and guidance in interactions with media outlets, customers/clients, suppliers/vendors, and other business partners as appropriate; (h) assist in preparation for and administration of any insolvency issues, and assist with any negotiations and other interactions with the Debtor's stakeholders and their respective advisors in connection with any insolvency issues; and (i) provide advice and recommendations with respect to other related matters. The firm will be paid at these rates: Allen Soong $675 per hour Other professionals $345 - $650 per hour The Debtor paid $230,000 as a retainer to Paladin. Allen Soong, a partner at Paladin, 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: Allen Soong Paladin Management Group, LLC 633 W. 5th Street, 26th Floor Los Angeles, CA 90071 Phone: (310) 720-1326 Email: asoong@paladinmgmt.com About The Hospital at Westlake Medical Center The Hospital at Westlake Medical Center is a physician-owned boutique hospital in Westlake Hills, Texas, a suburb of Austin. Guided by an unwavering commitment to delivering quality healthcare services in a comfortable setting, its core service areas include surgical procedures, outpatient radiology, and a 24/7 emergency room. Westlake Surgical, L.P., doing business as The Hospital at Westlake Medical Center, sought Chapter 11 protection (Bankr. W.D. Texas Case No. 23-10747) on Sept. 8, 2023. The Honorable Shad Robinson is the case judge. The Debtor tapped Hayward PLLC as counsel. Donlin, Recano & Company, Inc., is the claims agent. eCapital Healthcare Corp., the DIP lender, is represented by Foley & Lardner, LLP. WINDSOR TERRACE: Hires Province LLC as Financial Advisor -------------------------------------------------------- The official committee of unsecured creditors of Windsor Terrace Healthcare, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Province, LLC as financial advisor. The firm will provide these services: a. becoming familiar with and analyzing the Debtors' budget, assets and liabilities, and overall financial condition; b. reviewing financial and operational information furnished by the Debtors; c. executing or assisting in monitoring any sale or capital raise process, interfacing with the Debtors' professionals, and advising the Committee regarding the process; d. scrutinizing the economic terms of various agreements, including, but not limited to, the Debtors' retention programs and various professional retentions; e. analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; g. preparing, or reviewing as applicable, avoidance action and claim analyses; h. assisting the Committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, budgets, and monthly operating reports; i. analyzing filed and scheduled claims; j. advising the Committee on the current state of this chapter 11 case; k. advising the Committee in negotiations with the Debtors and third parties as necessary; l. if necessary, participating as a witness in hearings before the Court with respect to matters upon which Province has provided advice; and m. completing other activities as are approved and agreed to by the Committee and Committee's counsel. The firm will be paid at these rates: Paul Huygens, Principal $1,320 per hour Paul Navid, Senior Director $850 per hour Paul Baik, Vice President $640 per hour Garo Khachikian, Associate $430 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Navid, a Senior Director at Province, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul Navid Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Tel: (702) 685-5555 About Windsor Terrace Healthcare, LLC 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, 7days 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. WINTERFELL CONSTRUCTION: Disposable Income to Fund Plan ------------------------------------------------------- Winterfell Construction, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Florida a First Amended Subchapter V Plan of Reorganization dated October 12, 2023. Winterfell Construction, Inc. was the original corporation started by Mr. Tommy Hamm and his family for purposes of providing quality construction to the citizens of North Florida. The decision to file for Bankruptcy relief was ultimately the result of mounting costs from litigious creditors who were burdening them to the point that reorganization became the only feasible way to ensure creditors received what they were legally entitled to, without causing excessive financial burdens to the principals. Additionally, Winterfell was substantially weakened as a result of the defamatory acts taken by the fake documentary group. The release of their hit piece caused Winterfell to not only have to battle misinformation in the community, but also caused a cloud of concern with future business collaborators, such that moving on from this company was necessary. Class 2 consists of the Allowed Unsecured Claims that are in an amount of $2,750.00 or less, or, voluntarily agree to reduce their Claim to $2,750.00. The Debtor shall pay a cumulative amount of the lesser of: (a) the Allowed Claims in full or (ii) $5,000.00 to be paid pro rata on the Effective Date. If there are no Allowed Unsecured Claims asserted, filed or scheduled that would qualify or elect to be treated in Class 2 then there will be no Claims classified in Class 2 and Class 2 shall not be considered for voting purposes. Class 2 is Impaired under the Plan. Class 3 consists of the Allowed Unsecured Claims not otherwise classified under the Plan. The Holder(s) of Allowed Unsecured Claim(s) shall share Pro Rata in the Unsecured Creditor Fund, which will be funded as follows: * "Netflix Suit Payment" – Upon the conclusion of the Netflix Suit, should the Debtor be the prevailing party, then the Debtor shall remit a payment to the Unsecured Creditors Fund in an amount equal to the lesser of 50% of the Netflix Suit Value owed to the Debtor; or 100% of all allowed unsecured claims included within Class 7 less any payments made pursuant to Para I(A) of this class. * In the event of a payment made pursuant to Para I(A)(2), all other payments to Class 7 shall cease. * Should the Netflix Suit not fully prior to the conclusion of the Debtor's performance under the Plan, no party shall have a claim to any amount of proceed that may be received at a later date. The Pro Rata share of any Distributions from the Unsecured Creditor Fund shall be calculated as a fraction of the amount of any such Distribution, the numerator of which shall be the Allowed Amount of such Allowed Class 3 Claim, and the denominator shall be the aggregate Allowed Amount of all Allowed Class 3 Claim. The Allowed Unsecured Claims will be paid in yearly installments over a period of 3 years in the increments. The Debtor may prepay in whole or in part any Class 3 payment. Class 3 is Impaired under the Plan. On, or as soon as practicable after the Effective Date, the Disbursing Agent will pay the Holders of Allowed Administrative Expense Claims, Professional Fee Claims, and Priority Tax Claims. The Debtor will fund the Plan through the following: (a) the Quarterly Net Disposable Income Payments as more particularly described in Class 7 of the Plan, and (b) the net Proceeds from the recovery of any Causes of Action and objections to claims pursued by the Reorganized Debtor. The Debtor Plan Payment is comprised of all of the projected disposable income of the Debtor to be disbursed as (a) payments made to the Holders of Allowed Administrative Expense Claims, Professional Fee Claims, Priority Tax Claims, and Administrative Convenience Claims or any other payments that may be due on the Effective Date on or as soon as practicable after the Effective Date, (b) payments made to the holders of allowed Secured Claims, and (c) payments made to fund the Unsecured Creditor Fund. The source of payments to fund the Unsecured Creditor Fund will be held and disbursed in accordance with the terms of Class 4 of this Plan. A full-text copy of the First Amended Plan dated October 12, 2023 is available at https://urlcurt.com/u?l=aUdKIh from PacerMonitor.com at no charge. Counsel for the Debtor: Michael A. Wynn, Esq. Burg Wynn, PA 4436 Clinton Street, Marianna, FL 32447 Tel: (850) 526-3520 Fax: (850) 526-5210 Email: Michael@BurgWynn.com About Winterfell Construction Winterfell Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-50015) on Jan. 31, 2023, with as much as $500,000 in both assets and liabilities. Judge Karen K. Specie oversees the case. Michael A. Wynn, Esq., at Burg Wynn, PA, is the Debtor's legal counsel. YELLOW CORPORATION: Taps KPMG LLP to Provide Audit Services ----------------------------------------------------------- Yellow Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG LLP to provide audit services. KPMG will continue to perform these services: i. Audit of the consolidated balance sheet (going-concern basis of accounting) and statement of net assets in liquidation (liquidation basis of accounting) of the Company as of Dec. 31, 2023 and 2022, respectively, the related consolidated statements of operations, shareholders’ deficit and comprehensive income (loss), and cash flows for years ended Dec. 31, 2021 and Dec. 31, 2022 and year to date period ended August 6, 2023 (all under the going-concern basis of accounting) and statement of changes in net assets for the period from August 6, 2023 through Dec. 31, 2023 (liquidation basis of accounting), and the related notes to the financial statements. ii. Quarterly Review Services: a. Quarter ended March 31, 2023 b. Quarter ended June 30, 2023 c. Quarter ended Sep. 30, 2023 In addition, KPMG will provide such other consulting, advice, research, planning, and analysis regarding audit services as may be necessary, desirable, or requested from time to time. The firm will be paid at these hourly rates: National Office $850 Specialists $850 Accounting Advisory – audit support $850 Audit Partner & MD $700 Manager $475 Senior Associate $275 Associate $200 KPMG received $1,230,000 from the Debtors for professional services performed and expenses incurred. KPMG is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates, as disclosed in the court filings, The firm can be reached through: Michael Ensz KPMG LLP Suite 1100 1000 Walnut Street Kansas City, MO 64106-2162 Telephone: (816) 802-5200 Facsimile: (816) 817-1960 About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp. had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis LLP as restructuring counsel; Pachulski Stang Ziehl & Jones LLP as Delaware local counsel; Kasowitz, Benson and Torres LLP as special litigation counsel; Goodmans LLP as special Canadian counsel; Ducera Partners LLC as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. White & Case LLP serves as counsel to Beal Bank USA. Arnold & Porter Kaye Scholer LLP serves as counsel to the United States Department of the Treasury. On August 16, 2023, the United States Trustee for Region 3 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld LLP and Benesch, Friedlander, Coplan & Aronoff LLP as counsel; Miller Buckfire as investment banker; and Huron Consulting Services LLC as financial advisor. ZYMERGEN INC: S+B James Steps Down as Committee Member ------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 disclosed in a court filing that S+B James Construction California, Inc. resigned from the official committee of unsecured creditors in the Chapter 11 cases of Zymergen, Inc. and its affiliates. The remaining members of the committee are: 1. BRE-BMR 5300 Chiron, LP Attn: Marie Lewis 4570 Executive Drive, Suite 400 San Diego, CA 92121 Phone: (858) 207-5967 Email: marie.lewis@biomedrealty.com 2. GreenLight Biosciences, Inc. Attn: Nina Thayer 29 Hartwell Ave. Lexington, MA 02421 Email: nina.thayer@greenlightbio.com About Zymergen Inc. Zymergen, Inc., which was founded in April 2013, is a science and material innovation company focused on designing, developing and commercializing bio-based products for use in a variety of industries. It is based in Emeryville, Calif. Zymergen and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11661) on Oct. 3, 2023. At the time of the filing, Zymergen reported $100 million to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal counsel and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Andrew L Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP is the committee's legal counsel. [*] A&G Puts 28 Development Properties Up for Sale -------------------------------------------------- A&G is accepting offers on a condo, multi & single-family developments, commercial & land located in Austin, Dallas & Denver. The receivership assets sale for the 28 development properties is to be sold by year end. -- Fully complete multifamily residential & mixed-use projects in Austin that are already generating millions of dollars in net operating income -- Partially or nearly complete commercial & residential projects -- Land parcels in various stages of approval, including several fully entitled projects for construction A&G Real Estate can be reached at: A&G Real Estate Partners 445 Broadhollow Road Suite 410 Melville, NY 11747 Tel: 631-420-0044 [*] Bankruptcy Judges to Speak at Nov. 29 DI Conference ------------------------------------------------------- Don't miss this unique opportunity to hear perspectives and insights from current and former bankruptcy judges at the 30TH DISTRESSED INVESTING CONFERENCE presented by Beard Group, Inc.: * Hon. Brendan Shannon, United States Bankruptcy Judge for the District of Delaware * Hon. Michael Kaplan, Chief United States Bankruptcy Judge for the District of New Jersey * Hon. Shelley Chapman (RET.), Senior Counsel, Willkie Farr & Gallagher LLP * Hon. Robert Drain (RET.), Of Counsel, Corporate Restructuring, Skadden Josh Sussberg, Partner, Restructuring, Kirkland & Ellis LLP, will serve as panel moderator. 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 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 [] Goulston's Restructuring, Insolvency Groups Get Top Ranking -------------------------------------------------------------- Goulston & Storrs, an Am Law 200 firm, on Oct. 16 disclosed that the firm received three top rankings in the IFLR1000 Leading Lawyers 2023 U.S. directory of the world's leading financial and corporate law firms and lawyers. In Massachusetts, the firm ranked Tier 1 in Banking and Tier 2 in the M&A and Restructuring and Insolvency categories. Pamela MacKenzie, who co-chairs Goulston & Storrs' Corporate Group, received a coveted "Highly Regarded" ranking in the Banking category for the second year in a row. The firm's Banking & Finance Group is known for its skill in finding creative and practical solutions to complex financing scenarios. The Mergers & Acquisitions Group has deep experience in middle market M&A and is considered a leader in M&A market trends. The firm's Bankruptcy & Restructuring Group is sought after for its national expertise in complex corporate restructurings and insolvency proceedings. As Co-Chair of the firm's Corporate Group, MacKenzie oversees the team's representation of leading financing sources in senior debt and capital markets transactions. In her own banking and finance practice, she regularly represents the lead arranger in high-profile REITs and other capital markets deals with values ranging from multi-millions to multi-billions. MacKenzie's broad-based commercial and real estate finance practice includes significant experience lending to real estate funds in portfolio transactions and in loans to public and private REITS, lending in the waste management and environmental sector and the retail sector and in lines of credit to not-for-profit institutions and in loan restructurings. The IFLR1000 has published legal market intelligence since 1990 and is the only international legal directory focused on ranking law firms and lawyers on the basis of financial and corporate transactional work. IFLR1000 publishes more than 750 practice area law firm rankings and over 20,000 lawyer ratings across more than 235 jurisdictions globally. [] Two Newton Commercial Properties Up for Sale on Oct. 30 ---------------------------------------------------------- Sullivan & Sullivan Auctioneers LLC will hold an on-site foreclosure auction on Oct. 30, 2023, at 1:00 p.m. for the sale of two commercial properties, a 24,933 +/- sf building located at 56 Ramsdell Street, and a 7,300 +/- sf auto repair building located at 38 Ramsdell Street, Newton, Massachusetts. Attorney for the mortgage is Lauren Solar of Hacket Feinberg P.C. Sullivan & Sullivan can be reached at: Sullivan & Sullivan Auctioneers LLC 148 Route 6A Sandwich, MA 02563 Tel: (617) 350-7700 Email: info@sullivan-auctioneers.com [^] BOOK REVIEW: A History of the New York Stock Market ------------------------------------------------------- Author: Robert Sobel Publisher: Beard Books Soft cover: 395 pages List Price: $34.95 https://ecommerce.beardbooks.com/beardbooks/the_big_board.html First published in 1965, The Big Board was the first history of the New York stock market. It's a story of people: their foibles and strengths, earnestness and avarice, triumphs and crash-and-burns. It's full of entertaining anecdotes, cocktail-party trivia, and tales of love and hate between companies and investors. Early investments in North America consisted almost exclusively of land. The few securities holders lived in cities, where informal markets grew, with most trading carried out in the street and in coffeehouses. Banking, insurance, and manufacturing activity increased only after the Revolution. In 1792, 24 prominent New York businessmen, for whom stock- and bond-trading was only a side business, met under a buttonwood tree on Wall Street and agreed to trade securities on a common commission basis. Five securities were traded: three government bonds and two bank stocks. Trading was carried out at the Tontine Coffee-House in a call market, with the president reading out a list of stocks as brokers traded each in turn. The first half of the 19th century was heady for security trading in New York. In 1817, the Tontine gave way to the New York Stock and Exchange Board, with a more organized and regulated system. Canal mania, which peaked in the late 1820s, attracted European funds to New York and volume soared to 100 shares a day. Soon, the railroads competed with canals for funding. In the frenzy, reckless investors bought shares in "sheer fabrications of imaginative and dishonest men," leading an economist of the day to lament that "every monied corporation is prima facia injurious to the national wealth, and ought to be looked upon by those who have no money with jealousy and suspicion." Colorful figures of Wall Street included Jay Gould and Jim Fisk, who in 1869 precipitated one of the worst panics in American financial history by trying to corner the gold market. Almost lynched, the two were hauled into court, where Fisk whined, "A fellow can't have a little innocent fun without everybody raising a halloo and going wild." Then there was Jay Cooke, who invented the national bond drive and, practically unaided, financed the Union effort in the Civil War. In 1873, however, faulty judgement on railroad investments led to the failure of Cooke & Co. and a panic on Wall Street. The NYSE closed for ten days. A journalist wrote: "An hour before its doors were closed, the Bank of England was not more trusted." Despite J. P. Morgan's virtual single-handed role in stemming the Knickerbocker Trust panic of 1907, on his death in 1913, someone wrote "We verily believe that J. Pierpont Morgan has done more harm in the world than any man who ever lived in it." In the 1950s, Charles Merrill was instrumental in changing this attitude toward Wall Streeters. His firm, Merrill Lynch, derisively known in some quarters as "We, the People" and "The Thundering Herd," brought Wall Street to small investors, traditionally not worth the effort for brokers. The Big Board closes with this story. Asked by a much younger man what he thought stocks would do next, J.P. Morgan "never hesitated for a moment. He transfixed the neophyte with his sharp glance and replied 'They will fluctuate, young man, they will fluctuate.' And so they will." Robert Sobel died in 1999 at the age of 68. A professor at Hofstra University for 43 years, he was a prolific historian of American business, writing or editing more than 50 books. This book may be ordered by calling 888-563-4573 or by visiting www.beardbooks.com or through your favorite Internet or local bookseller. ********* 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 ***