/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231114.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 14, 2023, Vol. 27, No. 317 Headlines 1163 FULTON: Hires Exodus Capital as Real Estate Broker 11824 OCEAN: Hires Wiegel Szekel & Frisby as Accountant 1651 SOUTH: Hires Joyce W. Lindauer as Special Counsel 37C TEAM: Seeks to Hire Frank & De La Guarida as Counsel 572 SACKETT CORP: Commences Chapter 11 Bankruptcy Protection ADVENTURE ENVIRONMENTAL: Case Summary & Three Unsecured Creditors AGILE THERAPEUTICS: Incurs $799K Net Loss in Third Quarter AIR CANADA: S&P Upgrades ICR to 'BB-', Outlook Positive AIR METHODS: Davis Polk & Vinson Represent Ad Hoc Group AIR METHODS: Seeks Chapter 11 Bankruptcy Protection AMERICAN HARVEST: Hires Pinion LLC as Forensic Accountant AMERICAN RESIDENTIAL: Moody's Affirms 'B2' CFR, Outlook Stable AQUARIUM SOLUTIONS: Hires Genova, Malin & Trier as Counsel ARCHBISHOP OF BALTIMORE: Hires Blank Rome as Insurance Counsel ASHFIELD ACTIVE: Fitch Affirms 'BB-' Rating on 2017A Revenue Bonds ATLAS LITHIUM: To Issue $20M Convertible Notes to Lithium Investors AVAMERE NPS STABLES: Hits Chapter 11 Bankruptcy Protection B & J INTERIORS: Hires Eric A. Liepins as Bankruptcy Counsel BDC GROUP: Court Conditionally Approves Disclosure Statement BED BATH: Asks Court Okay to Sell Store Lease to Hobby Lobby BENDED PAGE LLC: Hits Chapter 11 Bankruptcy Protection BENDED PAGE: Hires Littler Mendelson as Special Counsel BENITAGO INC: Seeks to Hire Klestadt Winters as Co-Counsel BENITAGO INC: Seeks to Hire Togut Segal as Legal Counsel BEVERLY COMMUNITY: Trustee Hires FTI as Financial Advisor BIOLASE INC: Incurs $4.6 Million Net Loss in Third Quarter BOONE HOSPITAL: Moody's Downgrades Revenue Bond Rating to B1 BOY SCOUTS: Richman & Richman Represents Abuse Claimants CASA SYSTEMS: Incurs $25.6 Million Net Loss in Third Quarter CASTLE POINT AT BRIDGEVILLE: Kicks Off Chapter 11 Bankruptcy CELSIUS NETWORK: N.Y. Bankruptcy Court Confirms Chapter 11 Plan CENTRAL LOAN: Hires Clifford Ross & Cooper CPAs as Accountant CENTRAL OKLAHOMA: Amends Existing Bond & Insured Claims Pay CHARLES & 20: Hires CBRE Inc. as Real Estate Broker CHG PPC: Moody's Affirms 'B2' CFR & Alters Outlook to Stable CHOCTAW GENERATION: Fitch Affirms 'C' Rating on Series 2 Notes CLARK N SON: Seeks to Hire Luxman Law Firm as Counsel CLEARWATER PAPER: S&P Affirms 'BB-' ICR on Operating Momentum CLUBHOUSE MEDIA: Incurs $215K Net Loss in Third Quarter CNA EQUITY: Seeks to Hire Kornfield Nyberg as Legal Counsel CNBG REAL ESTATE: Class 5 Unsecureds to Get Remaining Sale Proceeds CORIZON HEALTH: Democratic Senators Decry Bankruptcy Plan CORNER OYSTER: Revenues & Causes of Action Recoveries to Fund Plan CROWN CREST: Undergoes CCAA Restructuring Process, Appoints CRO CYTODYN INC: November 2023 Shareholder Update Letter CYTOSORBENTS CORP: Posts $9.2 Million Net Loss in Third Quarter DNA SERVERS INC: Starts Subchapter V Bankruptcy EGAE LLC: Hires Dennis L. Winans as Financial Consultant EMPOWER CENTRAL: Unsecureds to Get Share of Income for 5 Years ENVIVA INC: S&P Downgrades ICR to 'CCC-' on Elevated Default Risk EVANGELICAL RETIREMENT: Reaches $115-Mil. Bankruptcy Sale Deal FRANCHISE GROUP: S&P Downgrades ICR to 'B-' on Weak Performance FREE SPEECH: Jones Can't Use Chapter 11 to Avoid $1.1B Payment FTX GROUP: Wants Records From Altruism-Tied Organization GENESIS GLOBAL: Exclusive Solicitation Period Extended to Dec. 7 GENESIS GLOBAL: Sued DCG After the NYAG Complaint GEORGINA FALU: Hires Law Offices of Avrum J. Rosen as Counsel GRIFFON GANSEVOORT: Unsecureds to be Paid in Full in Sale Plan GRUPO HIMA: Hires Morales Boscio Law Offices as Special Counsel GSS18 LLC: Seeks to Hire DMG Realty as Real Estate Broker H.A. STEWART TRUCKING: Hits Chapter 11 Bankruptcy Protection HAVRE EAGLES: Unsecureds Get Remaining Proceeds After Other Claims HERTZ CORP: U.S Bank, Wells Fargo Insist on Claims After Ch. 11 HIGHLAND CAPITAL: Attorneys Want Contempt Motion Tossed HOWARD MIDSTREAM: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable HTG MOLECULAR: Trustee Hires Avon River Ventures as Broker INTERNATIONAL LONGSHORE: Updates Restructuring Plan INTERPACE BIOSCIENCES: Incurs $614K Net Loss in Third Quarter J.H.W. INC: Ward and Smith Represents First-Citizens & Burke County J.H.W. INC: Young, Morphis Represents 3 Creditors KALERA INC: Proposes Liquidated Plan After Sandton Sale KALERA INC: To Seek Plan Confirmation on Nov. 21 KEITH STRANGE: Amends Bayfirst Secured Claim Pay Details LEGACY CARES: Legacy Park Bondholders Wiped Out in Prelim Deal LOMA LINDA UNIVERSITY: Fitch Affirms 'BB+' IDR, Outlook Stable LUCK BUCKS: Parent Ordered to Convert Chapter 11 to Chapter 7 LXR LUXURY: FASHIONPHILE Acquires Inventory, IP Assets M AND J HOME: David Madoff Named Subchapter V Trustee MALLINCKRODT PLC: Irish Court Confirms Scheme of Arrangement MEP INFRASTRUCTURE: Hires Colette Holt as Special Counsel MEZCLA ONE: Unsecured Creditors to Split $250K in Sale Plan MIRACLE HILL: Hires Stichter Riedel as Legal Counsel MP PPH: U.S. Trustee Appoints Creditors' Committee MY GEORGIA PLUMBER: Case Summary & 11 Unsecured Creditors NEPHROS INC: Incurs $182K Net Loss in Third Quarter NEUBASE THERAPEUTICS: Fails to Meet Nasdaq's Minimum Bid Price NEW ORLEANS CREMATION: Unsecureds Get 100% w/ Interest in 12 Months NOBLE HOUSE: Committee Hires Thompson Coburn LLP as Counsel NOBLE HOUSE: Seeks to Tap Province LLC as Financial Advisor NOVABAY PHARMACEUTICALS: Incurs $1.8M Net Loss in Third Quarter NOVAVAX INC: Incurs $130.8 Million Net Loss in Third Quarter OPEN COURT: Hires Rowsey Group as Real Estate Agent OSG HOLDINGS: Hires Houlihan Lokey Capital as Investment Banker OSG HOLDINGS: Hires Keith Maib of Accordion Partners as CRO OSG HOLDINGS: Hires McDermott Will & Emery LLP as Counsel PALASOTA CONTRACTING: Claims to be Paid From Net Operating Revenue PAULSON'S TRANSPORT: Starts Subchapter V Bankruptcy Protection PERRIGO CO: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable PGX HOLDINGS: Asks Court to Approve Chapter 11 Plan PONCE BAKERY: Dec. 7 Hearing on Disclosure Statement PREMIER GRILLING: Amends Plan to Include 13 Horizon Claim PREMIER KINGS: Seeks to Hire Aurora Management as CRO PREMIER KINGS: Seeks to Hire Cole Schotz as Counsel PREMIER KINGS: Seeks to Hire Holland & Knight as Legal Counsel PROTERRA INC: To Seek Court Nod of Product Line Sale on Nov. 28 PUERTO RICO: Invesco, Goldentree Unite Against PREPA's Debt Plan PURDUE PHARMA: High Court Told Chapter 11 Liability Waiver Legal PURPLE PEONY: Hires Buechler Law Office as Counsel RACKSPACE TECHNOLOGY: Posts $227 Million Net Loss in Third Quarter RDX TECHNOLOGIES: Disclosures Hearing Deferred to Nov. 14 RE/MAX LLC: Moody's Affirms 'B1' CFR, Outlook Remains Negative RIALTO BIOENERGY: Hires Jefferies LLC as Investment Banker RITE AID CORP: 47 Pennsylvania Pharmacies Closed in Chapter 11 RITE AID: Closes About 49 Stores in Pennsylvania Amid Chapter 11 ROBBIN'S NEST: Unsecured Creditors to Split $40K over 60 Months ROCKING M MEDIA: Hires Tideline Partners as Real Estate Broker SCUNGIO BORST: Unsecureds to Get Remaining SBA Plan Trust Assets SDPBC ACQUISITION: Hires Law Offices of Kit J. Gardner as Counsel SDS COLCON OWNER: Case Summary & 20 Largest Unsecured Creditors SHIFT TECHNOLOGIES: Seeks to Hire Daniel Clar Auctioneers SHROQ REALTY: Dives Into Chapter 11 Bankruptcy SIGNATURE DELIVERY: Hires McClure O'Farell LP as Legal Counsel SKILLZ INC: Incurs $33.6 Million Net Loss in Third Quarter SOILOGIC INC: Seeks to Hire Foundation Financial as Accountant SOUTH BROADWAY: Case Summary & Six Unsecured Creditors STULTZ & STEPHAN: Amends Huntington Bank Secured Claim Details SUPOR PROPERTIES: Unsecureds Will Get 100 Cents on Dollar in Plan SYSTEM1 INC: Posts $163.3 Million Net Loss in Third Quarter TACORA RESOURCES: Commences Sale Solicitation Process TELESAT CANADA: S&P Cuts ICR to 'SD' on Distressed Debt Repurchase TOPSECRET RESORT: Case Summary & Nine Unsecured Creditors TREEIUM INC: Hires Law Offices of Michael Jay Berger as Counsel TRIMONT ENERGY: Hires Mr. Ryals of RCO Capital as CRO TWENTY FIFTY: Hires Armory Consulting Co. as Financial Advisor UNITED BRANDS: Hires CliftonLarsonAllen LLP as Tax Accountant UNITED BRANDS: Seeks to Hire AJ Park Law as Special Counsel USUGA MANAGEMENT: Unsecureds to Get 100% Under Plan VANSHI L.L.C.: Case Summary & Four Unsecured Creditors VELSICOL CHEMICAL: Hires Much Shelist PC as Counsel VIRGINIA REAL ESTATE: Starts Subchapter V Bankruptcy VTV THERAPEUTICS: Incurs $6.7 Million Net Loss in Third Quarter WAITS R.V. CENTER: Hits Chapter 11 Bankruptcy Protection WAYFORTH LLC: Seeks to Hire Dudley Auctions as Auctioneer WELCOME GROUP: Hires Contemporary Business as Accountant WINDSOR TERRACE: Court OKs $6.5MM DIP Loan from RT Lending WINDSOR TERRACE: Hires Levene Neale Bender as Counsel WYTHE BERRY: Hires Eastdil Secured LLC and A&G Realty as Brokers ZYMERGEN INC: U.S. Trustee Opposes 5% Breakup Fee Bid [*] Lawsuits Against Judge Jones Referred Out of Houston Court [^] Large Companies with Insolvent Balance Sheet ********* 1163 FULTON: Hires Exodus Capital as Real Estate Broker ------------------------------------------------------- 1163 Fulton LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Joey Mohsen of Exodus Capital as real estate broker. Mr. Mohsen will market and sell the Debtor's real property located at 1163 Fulton Street, Brooklyn, New York. The firm will be paid a commission of 3 percent of the purchase price. 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: Joey Mohsen Exodus Capital 515 Madison Ave Floor 29 New York, NY 10022 About 1163 Fulton LLC 1163 Fulton LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-42554) on July 20, 2023, disclosing under $1 million in both assets and liabilities. The Debtor hires Solomon Rosengarten, Esq. as counsel. 11824 OCEAN: Hires Wiegel Szekel & Frisby as Accountant ------------------------------------------------------- 11824 Ocean Park Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Wiegel Szekel & Frisby as accountant. The firm will prepare and file the Debtor's 2022 tax returns. 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. Gabriel Frisby, a partner at Wiegel Szekel & Frisby, 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: Gabriel Frisby Wiegel Szekel & Frisby 500 N. State College Blvd, Suite 1110 Orange, CA 92868 Tel: (714) 634-8757 Fax: (714) 634-9689 Email: cpa@wsfcpa.com About 11824 Ocean Park Partners, LLC 11824 Ocean Park Partners LLC in Los Angeles, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-16465) on October 3, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Ronald L. Meer as president of Bear Capital Partners, Inc., the Managing Member of Ocean Park Manager, LLC, the Managing Member of the Debtor, signed the petition. Judge Deborah J. Saltzman oversees the case. RHM LAW, LLP serve as the Debtor's legal counsel. 1651 SOUTH: Hires Joyce W. Lindauer as Special Counsel ------------------------------------------------------ 1651 South Stemmons, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Joyce W. Lindauer Attorney PLLC as special counsel. The Debtor needs the firm's legal assistance in connection with an adversary litigation matter removed from the bankruptcy court by Michael D. Anderson, and to handle the same if such matter is remanded back to the state court. The firm will be paid at these rates: Joyce W. Lindauer, Esq. $475 per hour Sydney Ollar, Associate Attorney $250 per hour Laurance Boyd, Associate Attorney $235 per hour Dian Gwinnup, Paralegal $210 per hour Other Paralegals/Legal Assistants $65 - $210 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $21,000 from the Debtor. Joyce Lindauer, Esq., the owner of the firm, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About 1651 South Stemmons, LLC 1651 South Stemmons, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-41381) on July 31, 2023, listing up to $10 million in both assets and liabilities. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. 37C TEAM: Seeks to Hire Frank & De La Guarida as Counsel -------------------------------------------------------- 37c Team, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Office of Frank & De La Guarida as counsel. The firm will provide these services: a. advising the Debtor regarding its rights, powers and duties; b. preparing legal documents and reviewing all financial reports to be filed in the Debtor's bankruptcy case; c. advising the Debtor concerning, and preparing responses to, legal papers that may be filed and served in its case, including complying with the Office of the U.S. Trustee's operating guidelines and reporting requirements and with the rules of the court; d. assisting in the negotiation and documentation of financing agreements, debt and cash collateral orders and related transactions; e. reviewing the nature and validity of any liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of such liens; f. counselling the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; g. assisting the Debtor in connection with any potential property dispositions; h. advising the Debtor concerning executory contract and unexpired lease assumption, assignment and rejection and lease restructuring and recharacterization; i. assisting the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; j. commencing and conducting litigation necessary or appropriate to assert rights held by the Debtor, protecting assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization; k. providing general corporate, litigation and other non-bankruptcy services as requested by the Debtor; and l. performing all other necessary legal services. The firm will be paid at these rates: Attorneys $650 per hour Paralegals $175 per hour The firm will be paid a retainer in the amount of $10,000, plus $15,000 payable at confirmation of the plan pending approval of the bankruptcy court. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael A. Frank, Esq., a partner at Law Offices of Frank & De La Guardia, 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: Michael A. Frank, Esq. Law Offices of Frank & De La Guardia 2000 Northwest 89th Place, Suite 201 Doral, FL 33172 Tel: (305) 443-4217 Email: Pleadings@bkclawmiami.com About 37c Team, LLC 37c Team LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 23-18428) on October 14, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICES OF FRANK DE LA GUARDIA. 572 SACKETT CORP: Commences Chapter 11 Bankruptcy Protection ------------------------------------------------------------ 572 Sackett Corp. filed for chapter 11 protection in the Eastern District of New York. According to court filing, the Debtor reports $4,800,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 17, 2023, at 1:30 P.M. About 572 Sackett Corp. 572 Sackett Corp. owns real property located at 572 Sackett Street, Brooklyn, New York. 572 Sackett Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43727) on October 15, 2023. In the petition filed by Steven L. Hagerman, as owner, the Debtor reports zero assets and total liabilities of $4,800,000. The Debtor is represented by: Rachel S. Blumenfeld, Esq. Law Office of Rachel S. Blumenfeld 572 Sackett Street Brooklyn, NY 11217 E-mail: rachel@blumenfeldbankruptcy.com ADVENTURE ENVIRONMENTAL: Case Summary & Three Unsecured Creditors ----------------------------------------------------------------- Debtor: Adventure Environmental, Inc. 160 Georgia Avenue Tavernier, FL 33070 Business Description: Adventure Environmental was founded in 1997 as a State of Florida Corporation that has been awarded and successfully completed hundreds of government and private contracts throughout the Country for: coastal environmental restoration of seagrasses, mangroves and wetlands; marine contracting involving dredging, canal & waterway stabilization/erosion control, commercial diving and barge/crane work; marine debris/derelict vessel salvage and removal; oil spill response and contingency planning; exotic and nuisance vegetation removal and control from land and sea; disaster response services; water quality monitoring and improvements; heavy equipment operation/earthwork/site preparation; and general construction. Chapter 11 Petition Date: November 13, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-19328 Debtor's Counsel: Timothy S. Kingcade, Esq. KINGCADE, GARCIA & MCMAKEN, P.A. 1370 Coral Way Miami, FL 33145 Tel: 305-285-9100 Email: scanner@miamibankruptcy.com Total Assets: $10,582,122 Total Liabilities: $13,253,968 The petition was signed by J Gregory Tolpin as vice president and secretary. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/T6JD4MI/Adventure_Envionmental_Inc__flsbke-23-19328__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Bank of America Charge Account $33,175 PO BOX 660441 Dallas, TX 75266 2. Bank of America Charge Account $21,002 P.O. Box 660441 Dallas, TX 75266 3. Chase Card Services Charge Account $110 Attn: Bankruptcy Po Box 15298 Wilmington, DE 19850 AGILE THERAPEUTICS: Incurs $799K Net Loss in Third Quarter ---------------------------------------------------------- Agile Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss and comprehensive loss of $799,000 on $6.66 million of net revenues for the three months ended Sept. 30, 2023, compared to a net loss and comprehensive loss of $5.93 million on $3 million of net revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss and comprehensive loss of $9.99 million on $15.98 million of net revenues compared to a net loss and comprehensive loss of $21.48 million on $6.89 million of net revenues for the same period in 2022. As of Sept. 30, 2023, the Company had $10.89 million in total assets, $23.30 million in total liabilities, and a total stockholders' deficit of $12.41 million. Agile said, "The Company has generated losses since inception, used substantial cash in operations, has a working capital deficit as of September 30, 2023, and anticipates it will continue to incur net losses for the foreseeable future. The Company's future success depends on its ability to obtain additional capital and/or implement various strategic alternatives, and there can be no assurance that any financing can be realized by the Company, or if realized, what the terms of any such financing may be, or that any amount that the Company is able to raise will be adequate. Based upon the foregoing, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern through the 12 months following the date on which this Quarterly Report on Form 10-Q is filed." Management Commentary "In the third quarter 2023, we once again achieved all-time highs across several leading indicators, including net revenue, Twirla demand, factory sales, and gross margin," said Agile Therapeutics' Chair and chief executive officer Al Altomari. "We believe our continued focus on revenue growth and fiscal discipline can help us achieve our 2023 net revenue goal of at least $25 million, lead to continued improvement in our gross margin, and, in turn, help us begin to generate positive cash flow from operations in the first quarter 2024. We believe this plan will put us in the position of having options about how to invest our future cash." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1261249/000155837023018603/agrx-20230930x10q.htm About Agile Therapeutics Inc. Agile Therapeutics, Inc. is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. Agile reported a net loss of $25.41 million for the year ended Dec. 31, 2022, compared to a net loss of $71.07 million for the year ended Dec. 31, 2021. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 22, 2023, citing that the Company has generated losses since inception, used substantial cash in operations, anticipates it will continue to incur net losses for the foreseeable future, requires additional capital to fund its operating needs and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AIR CANADA: S&P Upgrades ICR to 'BB-', Outlook Positive ------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Air Canada by one notch to 'BB-' from 'B+'. S&P said, "At the same time, we raised our issue-level rating on the company's secured debt by two notches to 'BB+' from 'BB-', stemming from the upgrade on Air Canada, along with our estimate for stronger recovery prospects in a default scenario following prepayment of certain aircraft loans this year. "We also raised our issue-level ratings on many of Air Canada's enhanced equipment trust certificates (EETCs) primarily reflecting our upgrade on the company. "The positive outlook reflects our expectation for FFO to debt to be near or above 30% over the next couple of years, which we consider high for the rating. "The 2023 financial results are trending well above our previous forecast primarily owing to strong demand on international routes. Air Canada reported second- and third-quarter results that were significantly better than we had expected, and the company is well on track to generate adjusted EBITDA of C$3.9 billion this year (about 55% higher than we had assumed earlier this year). These results reflect very strong demand for international travel and contributed to strong traffic growth, load factors, and pricing. Capital expenditure (capex) is also trending a bit lower than we had assumed for 2023 due in part to a delay in the delivery of a Boeing 787-9 aircraft to next year. Air Canada's robust earnings and free operating cash flow (FOCF) generation in recent quarters also facilitated the prepayment of more than C$1 billion of aircraft loans, which contributed to the strengthening of the company's credit measures, without compromising the strong liquidity position. We now expect adjusted FFO to debt will be 35%-40% this year and remain at or above 30% through 2025, which we consider strong for the rating and this could lead to another upgrade within the next 12 months. "Our 2024 guidance remains unchanged, but we expect capex spending beyond 2023 will be much higher owing to the company's plan to expand its widebody fleet. Our earnings assumptions beyond 2023 are not materially different from our previous review because we believe the strong passenger revenue per available seat mile (PRASM) growth this year (14.2% based on our estimate) will partially reverse and decline by about 7.0% in 2024 and 2.0% in 2025. This incorporates our view that interest rate increases over the past couple of years have yet to have their full effect on discretionary spending in Canada. Therefore, weaker demand and rising competition could pressure yields. Furthermore, while we assume cost per available seat mile (CASM) will decline modestly in 2024 as capacity continues to increase, we believe it will remain 15%-20% above pre-pandemic levels owing to inflationary pressures, including labor costs that are expected to increase further next year as Air Canada renegotiates the contract with its pilots that expired earlier this year. "We expect total revenue in 2024 and 2025 will be 18%-19% higher than 2019 as capacity nears pre-pandemic levels and PRASM remains comparatively higher. Still, we believe structurally higher operating costs will persist and contribute to adjusted EBITDA that is 5%-10% lower than it was in 2019, with EBITDA margins in the mid-teen percentage area versus the high-teens percentage area previously. Furthermore, despite capex trending lower than we previously thought in 2023, we expect it will step up considerably in 2025 and 2026. In September 2023, Air Canada announced an order to purchase 18 B787-10s with deliveries scheduled between fourth-quarter 2025 and first-quarter 2027, with the option to purchase 12 more. After entering the order contract with Boeing, Air Canada canceled its purchase order for two Boeing 777 freighters that were scheduled for 2024 delivery, which we believe was due in part to slowing near-term demand for air cargo shipments and belly capacity that comes with the B787-10s. Based on Air Canada's recent earnings call comments, the company could take out some of its existing B777-300 ER and/or A330-300 fleet as the new B787-10s are delivered. In our opinion, this widebody expansion strategy provides Air Canada with the opportunity to expand its premium international traffic and could lead to stronger returns than if it were to add capacity in what is shaping up to be an increasingly crowded domestic market. However, this strategy is not without its risks. For instance, the capex required is significant and will contribute to FOCF deficits in 2025 and 2026 based on our estimates. This could leave Air Canada with less financial flexibility if operating conditions deteriorate. We assume annual capex will average about C$3.5 billion from 2024 to 2026 (compared with about C$2.0 billion previously) and be funded at least partially with new debt. That said, it's worth noting that there could be delays in the timing of these deliveries, either due to manufacturing delays at Boeing or if weaker air travel demand leads Air Canada to renegotiate its delivery schedule. "Ongoing negotiations with pilots could result in higher operating costs than we currently assume. Bargaining talks with Air Canada pilots began earlier this year after the company's 10-year agreement reached in 2014 came to an end. The previous contract included annual average pay increases of 2%, which has not kept pace with inflation and Air Canada pilots have joined with the Air Line Pilots Association (ALPA), the world's largest pilot union in May. We assume a new contract is likely to be announced in early 2024 and will include pay increases that are similar to or slightly higher than those that WestJet pilots (also part of ALPA) were awarded this summer (a 24% increase in hourly wages by 2026). That said, the ongoing negotiations add downside risk to our forecast earnings, because it could lead to booking disruptions or higher labor costs than we currently incorporate." Domestic competition is heating up and could weigh on longer-term profitability. Competition in the Canadian market is intensifying with the expansion of Porter Airlines and ultra-low-cost carriers that include Flair Airlines, Lynx Air (formerly Enerjet), and Canada Jetlines. S&P said, "We believe these airlines will focus on routes targeting continental North America, including flying from airports that are competitive with Air Canada. Of these airlines, we think Porter poses the largest challenge to Air Canada. The airline has plans to significantly expand, with firm orders for 50 Embraer E195-E2s placed last year, of which 25 are expected to be delivered this year. Porter also began flying out of Toronto's Pearson International Airport in February 2023, one of Air Canada's key hubs. In our view, Air Canada is less exposed than its main domestic rival (WestJet Airlines Ltd.) to competition from ultra-low-cost carriers given its premium service focus, international traffic diversity, and varied/differentiated services. In addition, we believe that much of the capacity increase would likely be absorbed by higher air travel penetration and organic growth. Although we can't ignore the prospect of some price risk on specific routes (at least in the short term) and growth on the affected routes, we believe Air Canada can leverage its network to effectively manage this risk. Arguably, in our opinion, there also remains significant uncertainty about the financial success of all the new entrants given weak precedence of new airline successes in Canada, particularly in the current environment of high fuel prices, interest rates, inflation, and pilot shortages." Downside risks to earnings on multiple fronts over the next few quarters limit rating upside for now. S&P said, "We are taking a patient approach to further rating upside for Air Canada, mainly due to a confluence of risks and uncertainties that could lead to meaningfully lower earnings, particularly over the next 12 months. These include our expectation for a weaker Canadian economy next year, increased industry capacity, the possibility of higher jet fuel prices if current geopolitical conflicts escalate, and the extent to which pilot wages increase." The airline industry has been highly cyclical historically and sensitive to changing economic conditions. Slower-than-expected demand, particularly if jet fuel prices remain elevated, could have a material effect its earnings. S&P said, "The positive outlook reflects our view that Air Canada will generate credit measures that we view as strong for the issuer credit rating, including adjusted FFO to debt at or above 30% despite slowing air travel demand next year. "We could revise the outlook to stable if, over the next 12 months, we expect Air Canada will generate FFO to debt well below 30% over the next couple of years. This might occur from higher-than-expected costs and the effects of a weaker Canadian economy or competitive pressures that reduce Air Canada's traffic, revenues, and margins. "We could raise our rating within the next 12 months if we see sustained improvement in traffic and we continue to expect Air Canada will generate and maintain FFO to debt approaching 30% or higher. In this scenario, we would expect the company to meet our current estimates for EBITDA and FOCF generation. Greater visibility regarding the potential impact of increased capacity, cost inflation, and weaker macroeconomic conditions on Air Canada's passenger traffic and margins is likely required for us to better assess the sustainability of our forecast credit measures. "Environmental factors are a moderately negative consideration in our credit rating analysis of Air Canada. Similar to other airlines, the company faces long-term risk from tighter greenhouse gas emissions regulation. The company is mitigating this risk by retiring older aircraft and investing in more efficient new aircraft. Its average fleet age is about 12 years." AIR METHODS: Davis Polk & Vinson Represent Ad Hoc Group ------------------------------------------------------- The law firms Davis Polk & Wardwell LLP and Vinson & Elkins, LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Air Methods Corporation, et al., the firms represent the Ad Hoc Group formed by certain holders (the "Members") of: 1. loans under that certain Credit Agreement, dated as of April 21, 2017, by and among ASP AMC Intermediate Holdings, Inc., as holdings, the Company, as borrower, Royal Bank of Canada, as administrative agent, and the lenders from time to time party thereto (as may be amended from time to time, including by Incremental Facility Agreement No. 1, dated April 6, 2021, the "Credit Agreement") and 2. notes under that certain Indenture, dated as of April 21, 2017 by and among, inter alios, the Company, as issuer and guarantor, and Wilmington Trust, National Association, as trustee thereunder (the "Indenture"), the Members of which also are providing a senior secured superpriority debtor-in possession credit facility pursuant to that certain Superpriority Senior Secured Debtor-In-Possession Term Loan Credit Agreement, dated as of October 27, 2023, entered into by and among the Company, as borrower, the Debtors and certain non-Debtor affiliates, as guarantors, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the "DIP Agent") (as amended, restated, supplemented or otherwise modified from time, the "DIP Credit Agreement"). The Members, collectively, beneficially own or manage approximately (i) $1,194,740,375.22 in aggregate principal amount of the first lien term loans and revolving credit facility under the Credit Agreement (collectively, the "Prepetition Secured Loan Claims") and (ii) $358,103,000.00 in aggregate principal amount of the unsecured notes issued under the Indenture (the "Prepetition Unsecured Note Claims"), in each case. Additionally, the Members collectively hold $78,273,475.58 in DIP backstop commitments under the DIP Credit Agreement (the "DIP Commitments"). The Members' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by ABRY ADVANCED SECURITIES FUNDS III AND IV, or a subsidiary or an affiliate thereof 888 Boylston Street Suite 1600 Boston, MA 02199 United States of America * $8,920,188.11 in aggregate principal amount of Prepetition Secured Loan Claims 2. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by ALLSTATE INVESTMENT MANAGEMENT COMPANY, or a subsidiary or an affiliate thereof 444 W. Lake Street Suite 4500 Chicago, IL 60606 United States of America * $28,103,286.84 in aggregate principal amount of Prepetition Secured Loan Claims 3. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by ALLSTATE INVESTMENTS, LLC, or a subsidiary or an affiliate thereof 444 W. Lake Street Suite 4500 Chicago, IL 60606 United States of America * $6,174,670.47 in aggregate principal amount of Prepetition Secured Loan Claims 4. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by ARES MANAGEMENT LLC, or a subsidiary or an affiliate thereof 2000 Avenue of the Stars 12th Floor Los Angeles, CA 90067 United States of America * $295,520,753.09 in aggregate principal amount of Prepetition Secured Loan Claims * $95,439,000.00 in aggregate principal amount of Prepetition Unsecured Notes Claims 5. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by ARROWMARK PARTNERS, or a subsidiary or an affiliate thereof 100 Fillmore Street Suite 325 Denver, CO 80206 United States of America * $23,591,939.15 in aggregate principal amount of Prepetition Secured Loan Claims 6. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by BANK OF AMERICA, N.A., SOLELY IN RESPECT OF THE US DISTRESSED & SPECIAL SITUATIONS GROUP, or a subsidiary thereof. 900 W. Trade St. NC1-026-05-41 Charlotte, NC, 28255 United States of America * $4,052,499.25 in aggregate principal amount of Prepetition Secured Loan Claims 7. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by BARDIN HILL INVESTMENT PARTNERS LP, or a subsidiary or an affiliate thereof 299 Park Avenue 24th Floor New York, NY 10171 United States of America * $56,395,996.64 in aggregate principal amount of Prepetition Secured Loan Claims 8. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by BLACK DIAMOND CAPITAL MANAGEMENT LLC or a subsidiary thereof 2187 Atlantic Street 9th Floor Stamford, CT 06902 United States of America * $22,798,716.91 in aggregate principal amount of Prepetition Secured Loan Claims 9. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by CARLYLE INVESTMENT MANAGEMENT LLC, or a subsidiary or an affiliate thereof 1001 Pennsylvania Avenue, N.W Suite 220 South Washington, D.C. DC 20004-2505 United States of America * $30,479,455.22 in aggregate principal amount of Prepetition Secured Loan Claims 10. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by COLUMBIA CENT CLO ADVISERS, LLC, or a subsidiary or an affiliate thereof 100 N Pacific Coast Highway Suite 650 El Segundo, CA 90245 United States of America * $8,838,746.76 in aggregate principal amount of Prepetition Secured Loan Claims 11. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by CRESCENT CAPITAL GROUP LP, or a subsidiary or an affiliate thereof 299 Park Avenue 33rd Floor New York, NY 10171 United States of America * $11,107,344.65 in aggregate principal amount of Prepetition Secured Loan Claims 12. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by DOUBLELINE CAPITAL LP, or a subsidiary or an affiliate thereof 2002 N. Tampa Street Suite 200 Tampa, FL 33602 United States of America * $8,049,643.71 in aggregate principal amount of Prepetition Secured Loan Claims * $24,114,000.00 in aggregate principal amount of Unsecured Notes Claims 13. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by FIRST EAGLE ALTERNATIVE CREDIT, LLC, or a subsidiary or an affiliate thereof 227 West Monroe Street Suite 3800 Chicago, IL 60606 United States of America * $23,478,285.60 in aggregate principal amount of Prepetition Secured Loan Claims 14. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by FORTRESS CREDIT ADVISORS LLC, or a subsidiary or an affiliate thereof 1345 Avenue of the Americas 46th Floor New York, NY 10105 United States of America * $91,072,660.20 in aggregate principal amount of Prepetition Secured Loan Claim * $238,550,000.00 in aggregate principal amount of Prepetition Unsecured Notes Claims 15. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by GDA LUMA CAPITAL MANAGEMENT LP, or a subsidiary or an affiliate thereof 1450 Brickell Bay Drive Suite 705 Miami, FL 33131 United States of America * $4,457,230.81 in aggregate principal amount of Prepetition Secured Loan Claims 16. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by INVESTCORP CREDIT MANAGEMENT US LLC, or a subsidiary or an affiliate thereof 280 Park Avenue 36th Floor New York, NY 10017 United States of America * $61,093,695.48 in aggregate principal amount of Prepetition Secured Loan Claims 17. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by MJX ASSET MANAGEMENT LLC, or a subsidiary or an affiliate thereof 12 East 49th Street 38th Floor New York, NY 10017 United States of America * $30,629,602.22 in aggregate principal amount of Prepetition Secured Loan Claims 18. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by ORIX ADVISERS, LLC D/B/A SIGNAL PEAK CAPITAL MANAGEMENT or a subsidiary or an affiliate thereof 2001 Ross Avenue Suite 1900 Dallas, TX 75201 United States of America * $7,990,769.06 in aggregate principal amount of Prepetition Secured Loan Claims 19. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by PARK AVENUE INSTITUTIONAL ADVISORS LLC, or a subsidiary or an affiliate thereof 10 Hudson Yards Investments, 20th Floor New York, NY 10001 United States of America * $65,571,857.25 in aggregate principal amount of Prepetition Secured Loan Claims 20. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by SARANAC CLO MANAGEMENT, LLC, or a subsidiary or an affiliate thereof 1540 Broadway Suite 1630 New York, NY 10036 United States of America * $9,526,079.46 in aggregate principal amount of Prepetition Secured Loan Claims 21. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by SILVER POINT CAPITAL, LP, or a subsidiary or an affiliate thereof Two Greenwich Plaza Greenwich, CT 06830 United States of America * $124,196,357.59 in aggregate principal amount of Prepetition Secured Loan Claims 22. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by SIXTH STREET PARTNERS, or a subsidiary or an affiliate thereof 2100 McKinney Ave Suite 1500 Dallas, TX 75201 United States of America * $25,299,559.08 in aggregate principal amount of Prepetition Secured Loan Claims 23. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by SOUND POINT CAPITAL MANAGEMENT, LP, or a subsidiary or an affiliate thereof 375 Park Avenue New York, NY 10152 United States of America * $22,183,787.51 in aggregate principal amount of Prepetition Secured Loan Claims 24. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by VOYA ALTERNATIVE ASSET MANAGEMENT LLC, or a subsidiary or an affiliate thereof 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258 United States of America * $30,261,047.00 in aggregate principal amount of Prepetition Secured Loan Claims 25. Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by WHITESTAR ASSET MANAGEMENT, LLC, or a subsidiary or an affiliate thereof 200 Crescent Court Suite 1175 Dallas, TX 75201 United States of America * $26,045,756.50 in aggregate principal amount of Prepetition Secured Loan Claims Counsel for the Ad Hoc Group: VINSON & ELKINS LLP Paul E. Heath, Esq. Steven M. Abramowitz, Esq. Kiran K. Vakamudi, Esq. 845 Texas Avenue Suite 4700 Houston, Texas 77002 Phone: (713) 758-2222 Fax: (713) 758-2346 Email: pheath@velaw.com sabramowitz@velaw.com kvakamudi@velaw.com DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. Adam L. Shpeen, Esq. Stephen D. Piraino, Esq. David Kratzer, Esq. 450 Lexington Avenue New York, NY 10017 Phone: (212) 450-4000 Fax: (212) 701-58000 Email: damian.schaible@davispolk.com adam.shpeen@ davispolk.com stephen.piraino@davispolk.com david.kratzer@davispolk.com About Air Methods Corporation Founded in 1980, Air Methods is a provider of air medical emergency services in the United States, providing more than 100,000 transports per year while offering clinical quality, safety, and life-saving care to patients across the country. Headquartered in Greenwood Village, Colorado, the Company operates a fleet of approximately 390 helicopters and fixed-wing aircraft serving 47 states from over 275 bases located in 40 different states. Air Methods Corporation and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90886) on October 24, 2023. In the petition signed by Christopher J. Brady, as authorized signatory, Air Methods disclosed up to $10 billion in both assets and liabilities. Judge Marvin Isgur oversees the case. Weil, Gotshal & Manges LLP represents the Debtors as legal counsel. The Debtors also tapped Lazard Freres $ Co. LLC as investment banker, Alvarez & Marsal as financial advisor, and Epiq Corporate Restructuring, LLC as claims, noticing & solicitation agent and administrative advisor. AIR METHODS: Seeks Chapter 11 Bankruptcy Protection --------------------------------------------------- Reshmi Basu and Luca Casiraghi of Bloomberg News reports that helicopter ambulance company Air Methods Corp. filed for Chapter 11 bankruptcy protection after it struggled to overcome a changing regulatory environment combined with higher interest rates. Air Methods listed assets and liabilities between $1 billion and $10 billion in a petition filed in the Southern District of Texas on Tuesday. A majority of its first-lien lenders, bondholders and its shareholders have agreed on a restructuring plan to cut debt by about $1.7 billion, according to a company statement. A group of first-lien lenders committed to provide $80 million of debtor-in-possession financing, it said. About Air Methods Corporation Air Methods Corporation is a helicopter ambulance company. Air Methods Corporation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90886) on October 24, 2023. In the petition filed by Christoper J. Brady, as authorized signatory, the Debtor reports assets and liabilities between $1 billion and $10 billion each. The Debtor is represented by: Gabriel Adam Morgan, Esq. Weil, Gotshal & Manges LLP Suite 300 Greenwood Village, CO 80111 AMERICAN HARVEST: Hires Pinion LLC as Forensic Accountant --------------------------------------------------------- American Harvest, Inc., and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Montana to employ Charity A. Rowsey of Pinion, LLC as forensic accountant. Ms. Rowsey will prepare an accounting of the amount of investor funds that the Debtor raised from equity security holders (shareholders) and the use of investor funds. Ms. Rowsey will be paid at her usual hourly rate of $385. She will also be reimbursed for reasonable out-of-pocket expenses incurred. Charity A. Rowsey, a partner at Pinion, 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: Charity A. Rowsey Pinion, LLC 828 Great Northern Boulevard Helena, MT 59601 Tel: (406) 442-1040 About American Harvest, Inc. American Harvest, Inc. operates an oilseed and grain farming business. The company is based in Sidney, Mont. American Harvest filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-10031) on March 25, 2022, listing up to $10 million in assets and up to $500,000 in liabilities. Gary L. Rainsdon serves as Subchapter V trustee. Judge Benjamin P. Hursh oversees the case. Steven M. Johnson, Esq., at Church, Harris, Johnson and Williams, P.C. serves as the Debtor's legal counsel. AMERICAN RESIDENTIAL: Moody's Affirms 'B2' CFR, Outlook Stable -------------------------------------------------------------- Moody's Investors Service affirmed American Residential Services L.L.C.'s (American Residential Service or ARS) B2 corporate family rating and B2-PD probability of default rating. At the same time, Moody's affirmed ARS's B1 ratings on the senior secured first lien term loan and senior secured first lien revolving credit facility. The outlook is maintained at stable. "The ratings affirmation and stable outlook reflect Moody's expectation for EBITDA and free cash flow to improve meaningfully in 2024," says Justin Remsen, Moody's Assistant Vice President. "ARS's decision to ramp up staffing levels earlier than usual drove significant margin compression as mild weather reduced demand in its end markets for HVAC services in 2023. The company's more conservative hiring strategy and stronger operating performance will result in improved margins with leverage declining to low 5x by the end of 2024," adds Remsen. RATINGS RATIONALE American Residential Services L.L.C.'s B2 CFR reflects the company's high leverage, presence in a fragmented market with intense competition, and industry seasonality with susceptibility to weather conditions. The ratings also consider ARS's integration risk as an acquisitive company. Nevertheless, the company has a track record of acquiring and integrating businesses effectively. The B2 CFR also considers the company's scale that provides efficient access to the supply chain, geographic diversity, and the non-discretionary nature of its services. Moody's believe ARS will continue to gain market share through its differentiated service and benefit from legislation including the Inflation Reduction Act. Moody's expect ARS to reduce leverage through EBITDA growth to low 5x from almost 7x for the twelve months ending June 30, 2023. ARS has good liquidity, which Moody's expects to be maintained over the next 12 to 18 months. The company's liquidity is supported by about $12 million in cash as of June 30, 2023 and $52 million in availability under the company's $75 million revolving credit facility expiring October 2025. Moody's forecast assumes less reliance on the revolver in fiscal year 2024, below the company's springing covenant test of less than 65% revolver availability. Moody's projects about $10 million and $40 million of free cash flow in fiscal 2023 and 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if ARS's debt-to-EBITDA remains elevated above 6x, EBITA/Interest approaches 1x, or liquidity deteriorates, including expectations for negative cash flow. The ratings could be upgraded if ARS's debt-to-EBITDA is sustained below 5.0x, EBITA margin nears 15%, retained cash flow to net debt approaches 15%, and the company maintains good liquidity. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Memphis, Tennessee, American Residential Services L.L.C. is one of the largest providers of HVAC, plumbing, sewer, drain cleaning, and energy efficiency services in the United States. For the last twelve months ended June 30, 2023, the company generated $1.3 billion in revenue. AQUARIUM SOLUTIONS: Hires Genova, Malin & Trier as Counsel ---------------------------------------------------------- Aquarium Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Genova, Malin & Trier LLP as its counsel. The firm will render these services: a. give the Debtor legal advice with respect to its powers and duties in its financial situation and management of the property of the Debtor; b. take necessary action to void liens against the Debtor's property; c. prepare and amend, on behalf of your Applicant, necessary petitions, schedules, orders, pleadings and other legal papers; and d. perform all other legal services for the Debtor as Debtor which may be necessary herein. 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. Michelle Trier, Esq., an attorney at Genova, Malin & Trier, 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: Michelle L. Trier, Esq. Genova, Malin & Trier LLP 1136 Route 9, Suite 1 Wappingers Falls, NY 12590 Tel: (845) 298-1600 Fax: (845) 298-1600 About Aquarium Solutions, LLC In re Aquarium Solutions, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 23-35894) on October 25, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by GENOVA, MALIN & TRIER, LLP. ARCHBISHOP OF BALTIMORE: Hires Blank Rome as Insurance Counsel -------------------------------------------------------------- Roman Catholic Archbishop of Baltimore seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Blank Rome, LLP as special insurance counsel. The firm will provide these services: a. providing the Debtor with legal advice with respect to insurance coverage under policies covering the Debtor; b. prosecuting or defending litigation arising under or with respect to the Debtor's insurance coverage and policies; c. analyzing the Debtor's insurance programs and risks; d. assisting the Debtor's bankruptcy and general counsel in developing and proposing a reorganization plan for payment to creditors, including specifically survivors of childhood sexual abuse; and e. performing all other legal services the Debtor may deem necessary to effect the above matters. The firm will be paid at these rates: James R. Murra $1,300 per hour Senior partners $1,350 per hour Junior associates $525 per hour The Debtor owed the firm $0 for fees and expenses billed and $1,023.96 for fees and expenses incurred but not yet billed, which the firm waives as part of the Application. Prior to the Filing Date, the Debtor paid the firm the amount of $116,195.77 in consideration for fees and costs incurred in the firm's representation of the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Murray disclosed the following: a. Blank Rome has not agreed to a variation of its standard or customary billing arrangements for this engagement. b. None of Blank Rome's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 Case. c. The material terms of the prepetition engagement are the same as the terms described in the Application and herein, and the billing rates have not changed other than periodic annual increases as provided in the Retainer Agreement and explained in the Application. d. The Debtor has approved or will be approving a prospective budget and staffing plan for Blank Rome's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. James R. Murray, a partner at Blank Rome, 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: James R. Murray, Esq. Blank Rome, LLP 1825 Eye Street NW, Washington, D.C. 20006 Tel: (202) 420-2200 Email: jim.murray@blankrome.com About Roman Catholic Archbishop of Baltimore Roman Catholic Archbishop of Baltimore is a non-profit religious institution that maintains its principal place of business at 320 Cathedral Street, Baltimore, Maryland 21201. Consistent with Canon Law and Maryland law, the RCAB holds property, including real property, as a corporation sole for the purposes of erecting churches, parsonages, burial grounds, or schools according to the discipline and government of the Roman Catholic Church, with all such property to be used only for such purposes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-16969) on September 29, 2023. In the petition signed by William E. Lori, archbishop, the Debtor disclosed $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge Michelle M. Harner oversees the case. The Debtor tapped YVS Law, LLC and Holland & Knight LLP as legal counsel; Keegan Linscott & Associates, PC as financial and restructuring advisor; and Gallagher Evelius & Jones LLP as special counsel. Epiq Corporate Restructuring LLC is the claims, noticing, and balloting agent. ASHFIELD ACTIVE: Fitch Affirms 'BB-' Rating on 2017A Revenue Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the 'BB-' rating on $118 million of series 2017A revenue bonds issued by the Industrial Development Authority of the City of Kirkwood, Missouri on behalf of Ashfield Active Living and Wellness Communities, Inc. d/b/a Aberdeen Heights (Aberdeen). Fitch has also affirmed Aberdeen's Issuer Default Rating (IDR) at 'BB-'. Entity/Debt Rating Prior ----------- ------ ----- Ashfield Active Living and Wellness Communities, Inc. dba Aberdeen Heights (MO) LT IDR BB- Affirmed BB- Ashfield Active Living and Wellness Communities, Inc. dba Aberdeen Heights (MO) /General Revenues/1 LT LT BB- Affirmed BB- The 'BB-' rating reflects Aberdeen's very weak financial profile in Fitch's forward-looking scenario analysis balanced by a history of sound operating profitability. The Negative Outlook reflects Aberdeen's five-year trend of soft independent living unit (ILU) occupancy, resulting in lower net entrance fee cash flows that contributed to Aberdeen not meeting the 1.2x debt service coverage ratio in FY23 (according to unaudited results). There was some improvement to occupancy in FY23 as Aberdeen engaged a consultant that helped to implement marketing and sales strategies. While management reports improved occupancy, it is unclear to what extent these strategies will continue to be effective in further improving and stabilizing ILU occupancy given the high degree of competition in the primary market area (PMA). SECURITY The bonds are secured by a pledge of unrestricted receivables, a first deed of trust lien on certain property, and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'bb' Declining ILU Occupancy in Recent Years; Some Recent Improvement Aberdeen experienced a trend of weakening ILU occupancy from 2017 to 2022. After averaging ILU occupancy well above 90% in prior years, management reports ILU occupancy began declining in 2017 due to heightened transitions through the continuum of care, attributable to an aging resident population and community maturation, with Aberdeen having opened in 2011. Occupancy further deteriorated during the coronavirus pandemic due to restrictions on move-ins and potential new resident visits, falling to 81% in FY21 from 86% in FY20. Although move-ins have picked up since restrictions were lifted, transitions through the continuum continue and competition in the PMA have pressured Aberdeen's ability to rebuild ILU occupancy in recent years. Aberdeen ended fiscal 2023 (June 30 YE) with ILU occupancy of 79.5%, assisted living unit (ALU) occupancy of 93.3%, skilled nursing facility (SNF) occupancy of 84.2%, and memory care (MC) occupancy of 80%. In January 2023, Aberdeen engaged a consultant, who helped management to develop a strategic sales and marketing plan in the spring of 2023 and is aimed at increasing and stabilizing the IL occupancy at 90% by FYE24. Additionally, in order to address falling occupancy, management restructured its contract prices and provided additional sales training to staff in FY22. Management reports leads and sales activity have increased since the contract restructuring and strategic sales plan has been implemented, but Fitch feels it is uncertain at this time whether these strategies will successfully stabilize and rebuild ILU occupancy over the next couple of years. Aberdeen's weighted average entrance fees are approximately $470,000, which is affordable relative to resident net worth levels and local real estate values. Aberdeen operates in a highly competitive market with several other life plan communities (LPC) and a number of standalone ILUs, ALUs, and SNFs in its PMA. Operating Risk - 'bb' Adequate Operations; Weak Capital-Related Metrics Fitch assesses Aberdeen's weak operating risk primarily reflecting its modest capital-related metrics, as its rising expenses and softer cash flows from entrance fees in recent years have pressured the community's already high debt burden. In FY23 MADS of about $7.8 million translated to a very high 34% of FY23 revenues, and revenue-only MADS was a weak 0.4x according to unaudited results. Additionally, history of debt to net available cash flow has averaged an elevated 13.6x over the last five fiscal years. While certain of Aberdeen's profitability metrics have been sound historically, with five-year average net operating margin (NOM) and NOM-adjusted averaging 17.8% and 28.8%, respectively, its operating ratio has trended softer, averaging 108.6% over the same period. Based on unaudited FY23 results, Aberdeen recorded a 12.8% NOM, 24.2% NOMA and 112.2% operating ratio. FY23 was pressured by continued soft ILU occupancy and more modest net entrance fee collection. Management reports Aberdeen is facing expense pressure specifically related to contract labor and elevated food costs. Management reports Aberdeen's potential expansion plans are on hold until existing ILU occupancy recovers. Any future ILU expansion would likely be limited to a maximum of 14 cottages. Fitch believes Aberdeen has no debt capacity at the current rating level, and debt issuance associated with an expansion would pressure the rating. Financial Profile - 'bb' Weak Financial Profile Fitch assesses Aberdeen's financial profile as weak. Aberdeen ended FY23 with approximately $26 million in unrestricted cash and investments, translating to a thin cash-to-adjusted debt of approximately 30%. Aberdeen had 400 days cash on hand, which provides an adequate liquidity cushion and therefore is not an asymmetric risk to Aberdeen's financial profile. In FY23 MADS coverage of 0.8x was below the 1.2x debt service covenant according to unaudited results resulting in a technical Event of Default. Management reports that an investor call was held in September to review marketing and sales strategies that are being implemented and at this time management is in negotiations with investors about a covenant waiver. Management states that the debt service coverage was met in Q1 of FY24 with 1.28x DSCR as of Sept. 30, 2023 and expects to meet the 1.2x requirement in FY24. Given its thin financial cushion, Aberdeen's balance sheet is susceptible to further pressure if ILU occupancy and related net entrance fee collection does not improve and stabilize over the next year. Asymmetric Additional Risk Considerations There are no asymmetric risks associated with the rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to improve and sustain ILU occupancy over the next year; - MADS coverage trending below the 1.2x rate covenant requirement in FY24; - Any decline in liquidity or a debt issuance that weakens Aberdeen's cash-to-debt; - Failure to negotiate a satisfactory resolution of the debt service coverage ratio Event of Default with investors resulting in forbearance or acceleration of the debt would likely lead to further negative rating action. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A recovery in ILU occupancy to above 90% coupled with substantial growth in Aberdeen's cash-to-adjusted debt. PROFILE Aberdeen is a Type-A CCRC located on a 21.7-acre site in Kirkwood, MO. Its current unit mix consists of 234 ILUs, 30 ALUs, 15 MCUs, and 38 SNF beds. Most resident agreements include 90%-95% refundable entrance fee contracts. The refundable portion of the entrance fee is refunded upon re-occupancy of the unit and receipt of sufficient proceeds from re-sale. Aberdeen had total revenues of approximately $22.7 million in FY23. Aberdeen is a controlled affiliate of PMMA. Presbyterian Manors, Inc. (PMI) is another controlled affiliate of PMMA, which owns 15 of the PMMA managed communities and two hospices. The Salina Presbyterian Manor Endowment Fund is also under the PMI structure. Day-to-day supervision and management of the community transitioned from Greystone Management Services Company, LLC to PMMA, with a new management team taking over in July 2019. 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. ATLAS LITHIUM: To Issue $20M Convertible Notes to Lithium Investors ------------------------------------------------------------------- Atlas Lithium Corporation disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission that it entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to Martin Rowley, along with other experienced lithium investors, of convertible promissory notes with an aggregate total principal amount of $20,000,000, accruing interest at a rate of 6.5% per annum. The Notes shall be issued on the date the conditions precedent to closing are satisfied or waived, limited to Nov. 24, 2023. The Notes will mature on the date that is thirty-six months from the Closing Date. Martin Rowley is a senior advisor to the Company. The Notes are convertible into shares of Common Stock at the option of the Holders at any time up until close of business on the Maturity Date, provided that the Holder shall not exercise its conversion rights while in possession of material nonpublic information or during a closed trading window as contemplated under the Company's insider trading policy. The Notes set forth that the principal amount will be convertible into Common Stock at a price of $28.225 per share, which represents a 25% premium to the volume weighted average price for the three trading days prior to the date of the Purchase Agreement. Atlas Lithium may elect to redeem all of the Notes or any part of the outstanding principal or interest of any Note at any time after the first anniversary of the Closing Date and the share price reaches 125% of the Conversion Price. The Notes include customary "events of default". About Atlas Lithium Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a mineral exploration and development company with lithium projects and exploration properties in other critical and battery minerals, including nickel, rare earths, graphite, and titanium, to power the increased demand for electrification. The Company's current focus is on developing its hard-rock lithium project located in Minas Gerais State in Brazil at a well-known, premier pegmatitic district in Brazil. The Company intends to produce and sell lithium concentrate, a key ingredient for the global battery supply chain. Atlas Lithium reported a net loss of $5.66 million in 2022, a net loss of $4.03 million in 2021, a net loss of $1.55 million in 2020, a net loss of $2.08 million in 2019, a net loss of $1.85 million in 2018, a net loss of $1.89 million in 2017, a net loss of $1.74 million in 2016, and a net loss of $1.88 million in 2015. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $25.60 million. AVAMERE NPS STABLES: Hits Chapter 11 Bankruptcy Protection ---------------------------------------------------------- Avamere NPS Stables LLC and affiliates filed for chapter 11 protection in the District of Columbia. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 9, 2023, at 1:00 P.M. at UST-LA3, TELEPHONIC MEETING. CONFERENCE LINE:(877) 465-7076, PARTICIPANT CODE:7191296. About Avamere NPS Stables Avamere NPS Stables LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Avamere NPS Stables LLC and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.C. Case No. 23-00285) on October 5, 2023. In the petition filed by James Smith, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Elizabeth L Gunn oversees the case. The Debtor is represented by: Justin Philip Fasano, Esq. McNamee Hosea, P.A. c/o James Smith 44050 Ashburn Shopping Plaza Suite 195-637 B & J INTERIORS: Hires Eric A. Liepins as Bankruptcy Counsel ------------------------------------------------------------ B & J Interiors, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C. as its bankruptcy counsel. The Debtor requires legal assistance of the firm to liquidate its assets, reorganize the claims of the estate, and determine the validity of claims asserted in the estate. The firm will be paid at these rates: Eric A. Liepins $275 per hour Paralegals and Legal Assistants $30 to $50 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $5,000, plus filing fee. Mr. Liepins, the sole shareholder of 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: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com About B & J Interiors, Inc. B & J Interiors, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32435) on October 25, 2023. In the petition signed by Bill Fisher, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Eric A. Liepins, Esq., at Eric A. Liepens, P.C., represents the Debtor as legal counsel. BDC GROUP: Court Conditionally Approves Disclosure Statement ------------------------------------------------------------ The Court has entered an order that the Disclosure Statement of BDC Group Inc. is conditionally approved. Meanwhile, Ally Bank in early November filed an objection to confirmation of the Plan. Ally Bank seeks entry of an order denying confirmation of Debtor's Chapter 11 Plan. Ally Bank says the Plan fails to pay the full replacement value of the collateral, and says to the extent that the Plan does not pay the full value of the claim, it objects to the confirmation of the Plan. About BDC Group BDC Group, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Iowa Case No. 23-00484) on June 13, 2023, with $10 million to $50 million in both assets and liabilities. Dennis Bruce, president, signed the petition. Judge Thad J. Collins oversees the case. The Debtor tapped Austin J. Peiffer, Esq., at AG & Business Legal Strategies as legal counsel and BerganKDV, LLC as accountant. Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Smith Gambrell & Russell, LLP. BED BATH: Asks Court Okay to Sell Store Lease to Hobby Lobby ------------------------------------------------------------ Vince Sullivan of Law360 reports that bankrupt homewares retailer Bed Bath & Beyond on Tuesday, October 24, 2023, received approval for a $2.1 million sale of an Arkansas store lease to Hobby Lobby after telling a New Jersey judge that it had reached an agreement with the buyer, a losing bidder and a shopping center landlord. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing Chapter 11 cases, implementing full-scale wind-downs of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond, and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind-down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BENDED PAGE LLC: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------ Bended Page LLC filed for chapter 11 protection in the District of Colorado. According to court filing, the Debtor reports that between $1 million and $10 million in debt owed to 200 and 999 creditors. The Petition states funds will be available to Unsecured Creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 17, 2023, at 1:00 PM at UST-LA3, TELEPHONIC MEETING. 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. The Honorable Bankruptcy Judge Michael E Romero oversees the case. The Debtor is represented by: Andrew D. Johnson, Esq. Onsager Fletcher Johnson LLC 2526 East Colfax Avenue BENDED PAGE: Hires Littler Mendelson as Special Counsel ------------------------------------------------------- Bended Page, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Littler Mendelson, P.C. as special employment counsel. The Debtor needs the firm's legal assistance in connection with employment related matters. The hourly rates for attorneys of the firm range from $260 to $1,455 per hour, and for legal assistants and paralegals, the range is $65 to $485 per hour. The Debtor owes the firm $3,055 for prepetition services. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Carroll, Esq., at Littler Mendelson, 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 firm can be reached at: Thomas W. Carroll, Esq. Littler Mendelson, PC 1900 Sixteenth Street, Suite 800 Denver, CO 80202 Telephone: (303) 362-2838 Facsimile: (303) 629-0200 Email: tcarroll@littler.com About Bended Page, LLC Bended Page, LLC filed a voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 23-14679) on Oct. 16, 2023. In the petition signed by Bradford Dempsey, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Michael E. Romero oversees the case. Onsager Fletcher Johnson Palmer, LLC serves as the Debtor's counsel. BENITAGO INC: Seeks to Hire Klestadt Winters as Co-Counsel ---------------------------------------------------------- Benitago Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Klestadt Winters Jureller Southard & Stevens, LLP as co-counsel to Acrux LLC and each of its subsidiary debtors. The firm's services include: a. advising the Acrux Debtors regarding their powers and duties as debtors in possession to the extent of any conflicts with Parent or where powers or duties of the Acrux Debtors materially differ from that of the Parent; b. preparing, reviewing and/or filing, on the Acrux Debtors' behalf, motions, applications, answers, proposed orders, reports and papers necessary to represent the Acrux Debtors' interests in these Chapter 11 Cases; c. attending various meetings and negotiating with representatives of creditors and other parties in interest to the extent that the meetings and negotiations relate to a conflict between Parent and the Acrux Debtors; d. assisting the Acrux Debtors and their other advisors on preparing the Acrux Debtors' schedules of assets and liabilities and statements of financial affairs; e. assisting the Acrux Debtors in obtaining interim and final relief in respect to various first-day motions, including but not limited to, (i) joint administration, and (ii) cash management; f. assisting the Acrux Debtors with obtaining approval for the retention of select estate professionals and ordinary course professionals as may be needed in these Chapter 11 Cases; g. assisting the Acrux Debtors' professionals with preparing monthly fee statements and interim fee applications; h. assisting the Acrux Debtors with any unique aspects of their monthly operating reports; i. reviewing, objecting to, and settling claims and handling related matters, including contested matters seeking the setoff, allowance, and/or settlement of (a) priority or secured claims and (b) general unsecured claims, to the extent that the claims are asserted against the Acrux Debtors; j. analyzing the Acrux Debtors' potential claims and causes of action, including avoidance actions under chapter 5 of the Bankruptcy Code; and k. effectuating the assumption, assignment, and rejection, as appropriate, of executory contracts specific to the Acrux Debtors. The firm will be paid at these rates: Partners $675 to $895 per hour Associates $495 to $525 per hour Paralegals $250 per hour The firm received from the Debtors a retainer of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sean Southard, Esq., a partner at Klestadt Winters Jureller Southard & Stevens, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sean Southard, Esq. Klestadt Winters Jureller Southard & Stevens, LLP 200 West 41st Street, 17th Floor New York, NY 10036-7203 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: ssouthard@klestadt.com About Benitago Inc. Benitago Inc. operates an e-commerce aggregator platform intended to create, acquire and grow businesses. Benitago Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on August 30, 2023. In the petition filed by Thomas Studebaker, as chief restructuring officer, the Debtor reports estimated assets and liabilities (on a consolidated basis) between $50 million and $100 million. Benitago Inc. is a New York-based company, which operates an e-commerce aggregator platform intended to create, acquire and grow businesses. Benitago and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 23-11394) on Aug. 30, 2023. In the petition signed by its chief restructuring officer, Thomas Studebaker, Benitago disclosed $50 million to $100 million in both assets and liabilities. Judge Sean H. Lane oversees the cases. Kyle J. Ortiz, Esq., at Togut Segal & Segal LLP, is the Debtors' legal counsel. The Debtors tapped Portage Point Partners as financial advisor and Stretto Inc. as notice, claims, and balloting agent. BENITAGO INC: Seeks to Hire Togut Segal as Legal Counsel -------------------------------------------------------- Benitago Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Togut, Segal & Segal LLP as counsel. The firm's services include: a. advising all of the Debtors regarding their powers and duties as debtors in possession; b. drafting, preparing and filing, on the Debtors' behalf, motions, applications, answers, proposed orders, reports and papers necessary to represent the Debtors' interests in these Chapter 11 Cases; c. attending various meetings and negotiating with representatives of creditors and other parties in interest; d. preparing and filing the Debtors' schedules of assets and liabilities and statements of financial affairs; e. assisting the Debtors in obtaining interim and final relief in respect to various first-day motions, including but not limited to, (i) joint administration, (ii) wages, benefits programs, and employment policies, (iii) taxes, (iv) cash management, and (v) foreign vendors and certain other parties, among other things; f. assisting the Debtors with obtaining approval for the retention of select estate professionals and ordinary course professionals as may be needed in these Chapter 11 Cases; g. assisting the Debtors' professionals with preparing monthly fee statements and interim fee applications; h. assisting the Debtors with preparing their monthly operating reports; i. reviewing, objecting to, and settling claims and handling related matters, including contested matters seeking the setoff, allowance, and/or settlement of (a) priority or secured claims and (b) general unsecured claims; j. analyzing the Debtors' potential claims and causes of action, including avoidance actions under chapter 5 of the Bankruptcy Code; k. assisting the Debtors with certain vendor issues; l. effectuating the assumption, assignment, and rejection, as appropriate, of executory contracts and unexpired leases; m. negotiating, seeking Court approval, and consummating the sale of the Debtors' assets, to the extent that the sale involves the sale of the Parent's assets, subject to higher or better offers; n. negotiating a chapter 11 plan and seeking confirmation of the same on behalf of the Debtors; o. appearing before this Court and any appellate courts to protect the interests of the Debtors' estates in connection with the assigned matters; p. responding to inquiries and calls from creditors and counsel to interested parties regarding pending assigned matters; and q. performing other necessary legal services for assigned matters, or any other discrete matters, and providing other necessary legal advice to the Debtors in connection with these Chapter 11 Cases. The firm will be paid at these rates: Partners $920 to $1,400 per hour Counsels $950 to $1,095 per hour Associates $405 to $905 per hour Law Clerks $195 to $440 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In the 90 days prior to the Petition Date, the firm received payments and advances in the aggregate amount of approximately $787,664 for professional services performed and to be performed, and expenses incurred and to be incurred, including in preparation for the commencement and prosecution of these Chapter 11 Cases. As of the Petition Date, the firm has a remaining credit balance in favor of the Debtors for future professional services to be performed and expenses to be incurred in connection with these Chapter 11 Cases in the amount of approximately $105,000 (the "Fee Advance"). 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: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: The firm represented the client in the 12 months prepetition. In the ordinary course, the firm reviews and adjusts its hourly rates in January of each year. When the firm was initially engaged in January 2023, the firm initially charged the Debtors its hourly rates applicable for 2022, the prior year. However, subsequent to the firm's initial engagement, the firm passed on to the Debtors the annual adjustment of its rates, thus making the firm's standard hourly rates for 2023 applicable to the Debtors. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: With their motion relating to postpetition financing and cash collateral, the Debtors prepared a 13-week cash flow budget, which included items such as "Professional Fees", including the firm's fees. Kyle J. Ortiz, Esq., a partner at Togut, Segal & Segal 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: Kyle J. Ortiz, Esq. Bryan M. Kotliar, Esq. Amanda C. Glaubach, Esq. Eitan E. Blander, Esq. Togut, Segal & Segal LLP One Penn Plaza, Suite 3335 New York, NY 10119 Tel: (212) 594-5000 About Benitago Inc. Benitago Inc. operates an e-commerce aggregator platform intended to create, acquire and grow businesses. Benitago Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on August 30, 2023. In the petition filed by Thomas Studebaker, as chief restructuring officer, the Debtor reports estimated assets and liabilities (on a consolidated basis) between $50 million and $100 million. Benitago Inc. is a New York-based company, which operates an e-commerce aggregator platform intended to create, acquire and grow businesses. Benitago and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 23-11394) on Aug. 30, 2023. In the petition signed by its chief restructuring officer, Thomas Studebaker, Benitago disclosed $50 million to $100 million in both assets and liabilities. Judge Sean H. Lane oversees the cases. Kyle J. Ortiz, Esq., at Togut Segal & Segal LLP, is the Debtors' legal counsel. The Debtors tapped Portage Point Partners as financial advisor and Stretto Inc. as notice, claims, and balloting agent. BEVERLY COMMUNITY: Trustee Hires FTI as Financial Advisor --------------------------------------------------------- Howard M. Ehrenberg, the Trustee for Beverly Community Hospital Association dba Beverly Hospital seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ FTI Consulting, Inc. as financial advisor. The firm's services include: -- preparing short and long-term cash flow forecast; -- performing claims reconciliation and prosecuting related claims objections; -- calculating creditor recoveries and respective distribution amounts; -- identifying and assessing potential avoidance actions and related prosecution; -- identifying, monitoring and collecting of assets and amounts due the Company; -- negotiating lease terminations for real estate, ensuring appropriate D&O and product liability insurance; -- preparing necessary routine reports for stakeholders; -- storing essential records; -- taking meetings and telephone calls with Trustee, counsel, lenders, regulatory bodies and other parties, as necessary; -- coordinating and overseeing Company personnel with respect to collection of accounts receivable; and -- assisting the Trustee with billing and collections of Federal, State and private payor receivables. The firm will be paid at these rates: Senior Managing Directors $1,095 to $1,495 per hour Directors/Senior Directors/ $825 to $1,110 per hour Managing Directors Consultants/Senior Consultants $450 to $790 per hour Administrative/Paraprofessionals $185 to $370 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Chad J. Shandler, a senior managing director at FTI Consulting, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Chad J. Shandler FTI Consulting, Inc. 1166 Avenue of the Americas 15th Floor New York, NY 10036 Tel: (212) 841-9349 About Beverly Community Hospital Association dba Beverly Hospital Beverly Community Hospital Association and affiliates operate general medical and surgical hospitals. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-12359) on April 19, 2023. In the petition signed by its chief executive officer, Alice Cheng, Beverly Community disclosed $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Sandra R. Klein oversees the case. The Debtors tapped Sheppard, Mullin, Richter and Hampton, LLP as bankruptcy counsel; Orrick, Herrington & Sutcliffe, LLP as special and conflicts counsel; and Triple P RTS, LLC, a wholly owned subsidiary of Portage Point Partners, LLC, as restructuring advisor. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Beverly Community Hospital Association. The committee is represented by Tania Moyron, Esq. Tamar Terzian is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. BIOLASE INC: Incurs $4.6 Million Net Loss in Third Quarter ---------------------------------------------------------- Biolase, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.59 million on $10.92 million of net revenue for the three months ended Sept. 30, 2023, compared to a net loss of $8.39 million on $12.01 million of net revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $15.31 million on $35.67 million of net revenue compared to a net loss of $18.77 million on $34.41 million of net revenue for the same period in 2022. As of Sept. 30, 2023, the Company had $38.74 million in total assets, $32.86 million in total liabilities, $5.55 million in total mezzanine equity, and $332,000 in total stockholders' equity. The Company had cash and cash equivalents of approximately $7.8 million on Sept. 30, 2023. Biolase said, "The Company incurred losses from operations and used cash in operating activities for the three and nine months ended September 30, 2023 and for the years ended December 31, 2022, 2021, and 2020. The Company's recurring losses, level of cash used in operations, and potential need for additional capital, along with uncertainties surrounding the Company's ability to raise additional capital, raise substantial doubt about the Company's ability to continue as a going concern." Management Commentary "We are continuing to experience heightened interest in our industry-leading dental lasers; however, the uncertainty caused by the macroeconomic environment is extending our sales cycle," commented John Beaver, president, and chief executive officer of BIOLASE. "We believe there are several factors contributing to the longer decision-making process, including higher interest rates. However, it's critical that we maintain our revenue-generating activities to drive greater awareness and interest in our award-winning lasers so that when we return to a more normalized economic climate, we are ready to capitalize on the significant market opportunity we have in front of us. We remain encouraged that new customer acquisition efforts remain strong and the utilization by our installed base continues to grow, as evidenced by the 10% increase in our consumable sales during the quarter. Additionally, our internal optimization actions over the previous quarters have dramatically improved our operations and are beginning to bear fruit. For example, our acquisition of a trunk fiber supplier has allowed us to supplement third-party key components with our in-house manufactured components, significantly expanding our gross margin. Such efforts to reduce our operating expenses enable us to achieve greater efficiencies and improve overall operating performance. We believe that these initiatives considerably reduced our losses and position us for greater success as the economy strengthens. We believe this winning formula - driving greater adoption of our dental lasers and prudent expense management will allow us to meet our revenue and profitability objectives." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/811240/000095017023062187/biol-20230930.htm About Biolase Biolase, Inc. -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry and medicine. BIOLASE's products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASE's proprietary laser products incorporate approximately 259 actively patented and 24 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $28.63 million in 2022, a net loss of $16.16 million in 2021, a net loss of $16.83 million in 2020, a net loss of $17.85 million in 2019, and a net loss of $21.52 million in 2018. As of Sept. 30, 2022, the Company had $42.86 million in total assets, $29.01 million in total liabilities, and $13.86 million in total stockholders' equity. Costa Mesa, California-based BDO USA, LLP, the Company's auditor since 2005, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses from operations and has had negative cash flows from operations for each of the three years ended Dec. 31, 2022. These factors, among others, raise substantial doubt about its ability to continue as a going concern. BOONE HOSPITAL: Moody's Downgrades Revenue Bond Rating to B1 ------------------------------------------------------------ Moody's Investors Service has downgraded Boone Hospital Center's (MO) (BHC) revenue bond rating to B1 from Ba3. The outlook remains negative. The system had approximately $64 million of debt outstanding as of fiscal year 2022. RATINGS RATIONALE The downgrade to B1 reflects BHC's greater than expected deterioration of cash reserves and inability to stem operating losses, driven by industrywide escalation of labor and supply costs. Furthermore, BHC's recent split from its management agreement with BJC Healthcare has resulted in heightened startup costs as it strives to compete as an independent health system. Frequent turnover of senior management and lack of an established track record, governance risks considerations under Moody's ESG classification, remain a concern. The B1 rating reflects that while management expects to generate breakeven cash flow over the course of 2024, liquidity will remain very weak, with days cash on hand expected to be around 60 days through 2023 and 2024 on a consolidated basis (BHC's cash and reserves held by the board of trustees). Despite these challenges, BHC's position as a regional tertiary referral center, low Medicaid levels and still adequate unrestricted cash and investments to total debt (approximately 115% as of September 2023) continue to be core credit strengths. Moody's also does not anticipate a covenant breach in the next year due to a special debt service reserve fund and provisions for operational transfers in the debt service coverage calculation. RATING OUTLOOK The negative outlook reflects material and multiple risks that could result in greater than expected operating losses and cash declines during the remainder of 2023 and beyond, as the system expects days cash on hand to remain around 60 days and operating performance to reach breakeven EBIDA by early 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Materially improved and durable operating cash flow margins -- Significantly improved cash reserves as measured by days cash on hand FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Greater than anticipated operating cash flow losses in fiscal 2023, which are projected in the $17 million to $20 million range, or inability to materially improve operating cash flow in 2024 -- Further deterioration of cash levels, with days cash on hand breaching 55 days -- Additional debt LEGAL SECURITY The bonds are an obligation of the Board of Trustees of Boone County Hospital (the Board of Trustees). The bonds are solely payable from and secured by the net income and revenues collected by the Board of Trustees from the operation of the hospital, essentially the lease payment received by the Board from CH Allied Services (CHAS), the operator and lessee of Boone Hospital Center. The existing bonds are not considered debt of the hospital, Lessee (CHAS) or Boone County. Pursuant to County Hospital Law, the Board of Trustees maintains a separate account designated as the Hospital Maintenance Fund. The County and the Board of Trustees will covenant to administer and allocate all moneys held in the Hospital Maintenance Fund in the following order so long as the Bonds remain outstanding and unpaid: (a) to pay the reasonable and current costs of operating and maintaining hospital facilities (provided, however that during the term of the Lease, the Lessee is responsible for maintaining the hospital); (b) to pay debt service on bonds; (c) to maintain a debt service reserve account or accounts; (d) to be used for any lawful purpose under the County Hospital Law, all as more particularly set forth in the Indenture. Financial covenants include a 1.1 times debt service coverage requirement. The covenant is measured on the financial statements of the Board of Trustees at fiscal year end. Per the MTI, one-time transfers to hospital are added back as special items when calculating the debt service coverage. Additionally, the system maintains $27.3 million in the special debt service fund (as of September 2023), which provides additional coverage for debt service shortfall. Per the MTI, if the debt service coverage is less than 1.1 times on the board of trustee financials, but the special fund has over 3 times coverage of debt service shortfall, the board is in compliance with the covenant. If the debt service coverage is less than 1.1 times on the board of trustee financials, but the special fund has over 2 times coverage of debt service shortfall, the board is in compliance with the covenant, but must engage a consultant. If the debt service coverage is less than 1.0 times on the board of trustee financials, and the special fund has less than 2 times coverage of debt service shortfall, an event of default has occurred. PROFILE Boone Hospital Center is 392-licensed bed regional medical center whose real estate is owned by the County. The buildings are owned by the Board of Trustees and all other major movable equipment assets are owned by CH Allied Services. Hospital operations are the responsibility of the Board of Trustees for the benefit of the residents of the County and surrounding areas. Day to day operations of the hospital (but not all of the Hospital Facilities) are managed via a lease agreement to CH Allied Services, Inc., a private nonprofit corporation (the "Lessee"). METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in December 2018. BOY SCOUTS: Richman & Richman Represents Abuse Claimants -------------------------------------------------------- In the Chapter 11 cases of the Boy Scouts of America and Delaware BSA, LLC, Richman & Richman LLC filed a verified statement in accordance with Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing fourteen claimants. The Claimants are each Sexual Abuse Survivors (as defined in the Debtors' bar date order, all of whom filed Sexual Abuse Survivor Proofs of Claim in these bankruptcy proceedings prior to the bar date. Each of the Claimants is a party-in interest, and holds claims against the Debtors that may include, but are not necessarily limited to, unsecured claims and administrative claims. Each of the Claimants is a Sexual Abuse Survivor, and as a result, the identity of each Claimant is highly confidential. The Claimants' proofs of claims have been sealed and Claimants' claims have been assigned claim numbers. Pursuant to Bankruptcy Rule 2019, attached hereto as Exhibit A and incorporated herein are the list of claim numbers assigned to each of the Claimants. The Claimants previously engaged the firm of Mary Alexander and Associates, PC ("MAA"), to represent their interests in litigation, and MAA has engaged R&R to represent their interests in connection with a motion to be filed shortly to relieve the Claimants from a mistaken election to opt into the Expedited Payment/Convenience Class under the Debtors' confirmed chapter 11 plan. Attorneys for fourteen claimants who are represented by Mary Alexander: RICHMAN & RICHMAN LLC Michael P. Richman, Esq. 122 W Washington Ave, Suite 850 Madison, WI 53703 TEL: (608) 630-8990 FAX: (608) 630-8991 Email: mrichman@RandR.law About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. CASA SYSTEMS: Incurs $25.6 Million Net Loss in Third Quarter ------------------------------------------------------------ Casa Systems, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $25.62 million on $62.09 million of total revenue for the three months ended Sept. 30, 2023, compared to a net loss of $31.16 million on $66.90 million of total revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $108.41 million on $165.39 million of total revenue compared to a net loss of $80.44 million on $202.13 million of total revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $262.52 million in total assets, $315.94 million in total liabilities, and a total stockholders' deficit of $53.43 million. Casa Systems stated, "The Company was in compliance with monthly minimum liquidity covenant at September 30, 2023 and October 31, 2023, and as of the date of filing of this Form 10-Q. The Company is also taking actions to try to ensure future compliance including (i) acceleration of collections of receivables, (ii) deferral of expenditures, (iii) cost reductions to align the Company's cost structure with current revenue levels, (iv) sales of excess inventory and (v) sales of non-core assets, among other actions. The Company believes these actions will produce positive results and improve the Company's liquidity position. However, due to the inherent uncertainty regarding the Company's ability to meet the liquidity covenant over the next twelve months from the filing of this Quarterly Report on Form 10-Q, management concluded that substantial doubt exists with respect to the Company's ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued." Management Commentary "During the third quarter, Casa Systems continued to build momentum toward achieving our transformational goals, despite many of the markets that we operate within undergoing delayed transitions for network updates which impacted orders and revenues," said Michael Glickman, president and chief executive officer. "While these delays did impact our results during the quarter, Casa is uniquely positioned to take advantage of the transition by major CSP's to cloud-native virtualized network functions with a combination of our vCCAP, vPC, vBNG, and vSecureGateway solutions. Our Cloud Software business, which showed additional promising signs of growth in the quarter from both sales pipeline increases and expansion opportunities from some of our current customers, such as Verizon and YTL, is on track to grow by approximately 50% in both 2023 and 2024. Within Access Device we are seeing significant opportunity within our RAN Enterprise Small Cell offering that we expect to continue into 2024." Mr. Glickman continued, "While we still have a lot of work ahead of us to achieve our transformational goals, we are on the right path forward thanks to the steps we took during the third quarter to expand our team with proven industry leaders, improve both our product and distribution strategy, and continue to focus on our financial strategy to return to EBITDA profitability and generate consistent positive cash flow. As we look toward 2024, I am confident that we are well positioned to be a dynamic leader with our complete product portfolio, growing sales pipeline, and expanding partner ecosystem." Edward Durkin, chief financial officer said, "During the third quarter, we achieved a 7% increase in revenue from the prior quarter, which was driven by a $9.2 million increase in our Cloud Software business and a $4.9 million increase in our Access Device business. However, we did experience a meaningful decline of 37% in our Cable business from the prior quarter, a trend that we expect to continue in the fourth quarter as cable MSO's work through their current capacity. It is important to note that the softness that we are experiencing in our Cable business is also being felt across the industry and is not related to market share loss, but rather due to delays in new purchases and timing of delivery with respect to backlogged orders. Our operating loss of $18.4 million for the quarter was impacted by a $7.9 million non-cash inventory reserve adjustment, non-recurring workforce charges of $2.3 million, and a $4.7 million non-cash impairment charge related to the sale and lease back of our corporate headquarters which closed in October." Mr. Durkin added, "As a result of delayed Cable MSO spending and some Telecommunication customers pushing out deliveries of backlogged Access Device orders to 2024 to manage their inventory levels, we are adjusting our full-year revenue guidance range to be between $205 million and $225 million. We also now expect that Net Adjusted EBITDA will no longer be positive for the year." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1333835/000095017023061086/casa-20230930.htm About Casa Systems Inc. Casa Systems, Inc. (Nasdaq: CASA) -- http://www.casa-systems.com-- delivers the core-to-customer building blocks to speed 5G transformation with future-proof solutions and cutting-edge bandwidth for all access types. Casa Systems creates disruptive architectures built specifically to meet the needs of service provider networks. The Company's suite of open, cloud-native network solutions unlocks new ways for service providers to build networks without boundaries and maximize revenue-generating capabilities. Commercially deployed in more than 70 countries, Casa Systems serves over 475 Tier 1 and regional communications service providers worldwide. Boston, Massachusetts-based Ernst & Young LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 15, 2023, citing that the Company has insufficient financial resources to meet its obligation related to debt maturing in 2023 and has stated that substantial doubt exists about the Company's ability to continue as a going concern. * * * As reported by the TCR on July 10, 2023, S&P Global Ratings upgraded Casa Systems Inc. to 'CCC+' from 'CCC' to reflect its overall view of its improved credit prospects following the Transaction Support Agreement (TSA), despite the company's reliance on favorable supply chain conditions and exposure to volatile telecom capex patterns. Moody's Investors Service upgraded Casa Systems, Inc.'s ratings, including the Corporate Family Rating to Caa1 from Caa2, the TCR reported on July 3, 2023. The rating actions follow Casa's completion of the exchange offer, which extends the maturity of 98% of the company's debt to December 2027 and thus greatly enhances the financial viability of the company. CASTLE POINT AT BRIDGEVILLE: Kicks Off Chapter 11 Bankruptcy ------------------------------------------------------------ Castle Point at Bridgeville LLC filed for chapter 11 protection in the Southern District of New York. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 8, 2023, at 12:30 P.M. About Castle Point at Bridgeville Castle Point at Bridgeville LLC is a limited liability company in New York. Castle Point at Bridgeville LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35840) on Oct. 5, 2023. In the petition filed by Yitzchok Loeffler, as member, the Debtor reported assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Cecelia G Morris oversees the case. CELSIUS NETWORK: N.Y. Bankruptcy Court Confirms Chapter 11 Plan --------------------------------------------------------------- Arrington Capital, a thesis-driven firm investing in digital assets and Web3 since 2017, on Nov. 9 disclosed that the Chapter 11 plan for the Celsius bankruptcy proceedings the firm has been involved in was confirmed by the United States Bankruptcy Court for the Southern District of New York. Arrington Capital, part of a consortium that emerged as the winning bidder in the Celsius bankruptcy auction, collaborated with key players including US Bitcoin Corp., Proof Group, Steven Kokinos, and Ravi Kaza. The consortium's proposed plan received overwhelming support from creditors, with 95% of voters in favor, during a recent vote earlier this month. The confirmed plan outlines a strategic approach, providing capital, management team, and technology required to establish and operate the new entity as outlined in the bid, which will be implemented pursuant to a Chapter 11 plan. The key provisions included a distribution of liquid cryptocurrency to account holders, settlements with various groups, and the creation of a new public, regulatory compliant company that will manage Celsius' illiquid assets. The new company will be overseen by a newly appointed Board of Directors. "This has been a lengthy and complicated process for all involved, but we are happy with the result. I am excited to see Celsius becoming a new version of itself - not something that all companies who failed last year will be able to do," said Michael Arrington, Founder of Arrington Capital. "I'm proud of the team that came together to stand up for creditors, and who are dedicated to building the future of Web3 finance." "Confirmation of the plan by the courts is a major milestone and brings us one step closer to ushering the new entity into its new chapter of growth," said Steve Kokinos, proposed CEO of the new entity. "We look forward to sharing more and engaging further with the Celsius community on our plans for the new organization." Driven by a long-term vision for Web3, Arrington Capital, US Bitcoin, Proof Group, Ravi Kaza and Steve Kokinos joined the Celsius proceedings in 2023 with a commitment to rectify issues for creditors and contribute to a positive outcome for the broader industry. Despite the challenges faced by large web3 companies last year, Celsius stands out as a company well-positioned to be reinvented under the consortium's stewardship. About Arrington Capital Arrington Capital -- ttps://www.arringtoncapital.com/ -- is a digital asset management firm primarily focused on blockchain-based capital markets. The firm, founded in 2017 by TechCrunch and CrunchBase founder Michael Arrington, TechCrunch CEO Heather Harde and Geoffrey Arone, has invested in hundreds of startups around the world. Arrington Capital is a seasoned, international team composed of Silicon Valley veterans and operators with deep venture capital experience and crypto native roots. Arrington Capital's first fund was Arrington XRP Capital, and has expanded to multiple funds over time. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CENTRAL LOAN: Hires Clifford Ross & Cooper CPAs as Accountant ------------------------------------------------------------- Central Loan Company, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to employ Clifford Ross & Cooper CPAs, LLC as accountant. The firm will provide general accounting and book keeping services, analyzing the operations of Debtor within the Reorganization Case, consulting with respect to Debtor’s accounting systems and procedures, and preparing Debtor's tax returns and financial statements. The firm's accountant will be paid $300 per hour, and paraprofessionals $50 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Denise Cooper, a partner at Clifford Ross & Cooper CPAs, 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: Denise Cooper Clifford Ross & Cooper CPAs, LLC 1155 Commerce Dr Suite E Las Cruces, NM 88011 Tel: (575) 524-1040 About Central Loan Company, LLC Central Loan Company, LLC, a loan agency in Las Cruces, N.M., filed Chapter 11 petition (Bankr. D. N.M. Case No. 23-10917) on Oct. 18, 2023, with $1 million to $10 million in both assets and liabilities. Ruben Smith, managing partner, signed the petition. Judge Robert H. Jacobvitz oversees the case. Thomas D. Walker, Esq., at Walker & Associates, P.C. represents the Debtor as legal counsel. CENTRAL OKLAHOMA: Amends Existing Bond & Insured Claims Pay ----------------------------------------------------------- Central Oklahoma United Methodist Retirement Facility, Inc. d/b/a Epworth Villa submitted a Second Proposed Disclosure Statement to accompany Plan of Reorganization dated November 6, 2023. At the commencement of this Case the Debtor filed the Plan, which comprises the full terms of Epworth Villa's proposed reorganization. The Plan provides for the continued operation of Epworth Villa's business while restructuring its secured bond debt (consisting of the Existing Bonds). The Plan's proposed restructuring of the Debtor, will have minimal impact on Residents or creditors other than Holders of Existing Bond Claims and affiliates of the Debtor. Among other things, the Residency Agreements of current residents will be assumed and continued without modification, and the Claims of all prepetition and administrative creditors will be paid in full. The Debtor's secured bond debt will be restructured so that upon emergence from bankruptcy the Debtor's liquidity will be enhanced and its debt service will be substantially reduced. Epworth Villa is seeking the Court's authority under Section 364(c) of the Bankruptcy Code to borrow up to $4 million from the DIP Lender to fund its additional cash needs during the pendency of this Case. Consequently, on the Petition Date, with the consent of the Existing Bond Trustee, Epworth Villa filed a motion seeking Court's authority to obtain postPetition Date financing ("DIP Financing") and use cash collateral. On October 6, 2023, the Court entered an Interim Order authorizing Epworth Villa to use cash collateral secured by liens of the Existing Bond Trustee and authorized Epworth Villa to borrow up to $1.5 million of the $4 million loan to be made available by the DIP Lender. The Court has now entered a Final Order authorizing it to use cash collateral during the pendency of the Case, and authorizing it to borrow up to the $4 million limit from the DIP Lender, to be repaid from the Entrance Fee Escrow upon confirmation of the Plan. Class 1 consists of the Existing Bond Claims against the Debtor. Debtor has stipulated to Allowance of the Existing Bond Claims in the aggregate amount of at least $80,435,759.03. Unliquidated, accrued and unpaid fees and expenses of the Existing Bond Trustee and its professionals incurred through the Petition Date and not paid during the Chapter 11 Case are also part of, and shall be added to, the aggregate amount of the Existing Bond Claims. Eighty-five percent of the Existing Bonds plus accrued and unpaid interest through June 30, 2023 shall be exchanged for the Series 2023B Bonds in the principal amount of $66,700,000, and the remaining fifteen percent of the outstanding principal of the Existing Bonds, plus remaining accrued and unpaid interest on the Existing Bonds through the Petition Date shall be exchanged for the Series 2023C Bonds in the principal amount of $13,724,671. Upon the terms, and subject to the conditions, set forth in the Plan, in full and final satisfaction, settlement, release, and discharge of the Existing Bond Claims, each Holder of an Existing Bond Claim shall receive its Pro Rata share of the Series 2023B Bonds and Series 2023C Bonds on the Effective Date or as soon as practicable thereafter. Accordingly, Class 1 Claims are Impaired. Class 2 consists of all unsecured Claims that arise from or relate to alleged conduct or circumstances occurring or existing prior to the Effective Date where a policy of liability or indemnity insurance provides coverage for the benefit of the Debtor. Holders of Insured Claims include, without limitation, the following named plaintiffs: Austin, Johnson, Lyle, and Porterfield, prosecuting actions as described: * Austin [Case No. CJ 2021-1581]: Petition was filed April 12, 2021. An Amended Scheduling Order and continuing Pretrial Conference was entered on October 2, 2023. Plaintiff seeks damages for wrongful death in excess of $75,000 plus punitive damages. * Johnston [Case No. CJ 2022-4112]: Petition was filed August 24, 2022. An Answer was filed on October 10, 2022. No Scheduling Order has been entered. Plaintiffs seek damages for wrongful death in excess of $75,000 plus punitive damages, based upon ordinary and gross negligence; negligence per se under Nursing Home Care Act; and negligence per se based upon violation of regulations under Nursing Home Care Act. * Lyle [Case No. CJ 2022-2344]: Petition was filed May 19, 2022. An Answer was filed November 23, 2022. No Scheduling Order has been entered. Plaintiffs seek damages in excess of $75,000 and punitive damages for wrongful death. * Porterfield [Case No. CJ 2022-5570]: Petition was filed November 15, 2022. An Answer was filed on February 28, 2023. On June 20, 2023 a Scheduling Order was entered. Plaintiff seeks damages for wrongful death. In full and final satisfaction of each Allowed Class 2 Claim, as of the Effective Date, the automatic stay and/or discharge injunction of Bankruptcy Code Sections 362 and/or 524(a), respectively, shall be deemed modified, as necessary, to permit each Holder of a Claim in Class 2 to (i) seek liquidation of such Claim by final judgment of a court of competent jurisdiction, or otherwise, and (ii) collect and satisfy such Claim (only) from an issuer of a policy of indemnity insurance that provides coverage for the Claim. Holders of Class 2 Claims shall receive no other consideration under the Plan on account of such Claims. Accordingly, Class 2 Claims are Impaired. Like in the prior iteration of the Plan, the Debtor will pay an amount equal to 100% of the Allowed Amount of such Class 3 General Unsecured Claim, in each case subject to all defenses or disputes the Debtor may assert as to the validity or amount of such claims. On the Effective Date, Epworth Villa, the Issuer, and the Holder(s) of Existing Bond Claim(s) shall undertake and consummate the Restructuring Transaction, under which, among other things, the Series 2023A Bonds shall be issued, and the Series 2023B Bonds and the Series 2023C Bonds shall be issued and exchanged for the Existing Bonds, upon the terms and conditions stated in and provided for in the Series 2023 Bond Documents. Eighty-five percent of the Existing Bonds shall be exchanged for the Series 2023B Bonds, and the remaining fifteen percent plus accrued and unpaid interest on the Existing Bonds shall be exchanged for the Series 2023C Bonds. A full-text copy of the Second Proposed Disclosure Statement dated November 6, 2023 is available at https://urlcurt.com/u?l=jGRejH from PacerMonitor.com at no charge. Proposed Attorneys for the Debtor: Graydon Dean Luthey, Jr., Esq. Sidney K. Swinson, Esq. Mark D.G. Sanders, Esq. GABLEGOTWALS 110 N. Elgin Avenue, Suite 200 Tulsa, Oklahoma 74120-1495 Telephone: 918.595.4800 Facsimile: 918.595.4990 Email: dluthey@gablelaw.com sswinson@gablelaw.com msanders@gablelaw.com Craig M. Regens, Esq. Scott E. Kiplinger, Esq. GABLEGOTWALS BOK Park Plaza 499 W. Sheridan Avenue, Suite 2200 Oklahoma City, Oklahoma 73102 Telephone: 405.235.5500 Facsimile: 405.235.2875 Email: cregens@gablelaw.com skiplinger@gablelaw.com About Central Oklahoma Central Oklahoma United Methodist Retirement Facility, Inc. d/b/a Epworth Villa is a locally owned not-for-profit Life Plan Community serving senior adult singles and couples ages 55 and above. The Debtor filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 23-12607) on Sept. 29, 2023, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Ron Kelly, president and chief operating officer, signed the petition. Sidney K. Swinson, Esq. of GABLE & GOTWALS, is the Debtor's legal counsel. CHARLES & 20: Hires CBRE Inc. as Real Estate Broker --------------------------------------------------- Charles & 20, LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Maryland to employ CBRE, Inc. as broker. The firm will market and sell the Debtor's real property consisting of 4 separate parcels of real property in Baltimore City, Maryland. The firm will be paid a commission of 4 percent of the gross sales price if the Broker is the sole broker, and 5 percent of the gross sales price if the purchaser is represented by a cooperating broker. 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 through: CBRE, Inc. 3550 Lenox Road NE, Suite 2300 Atlanta, GA 30326 Telephone: (404) 504-7900 About Charles & 20, LLC Charles & 20, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-14023) on June 8, 2023, with $1 million to $10 million in both assets and liabilities. Anthony C.Y. Cheng, member and owner, signed the petition. Judge Nancy V. Alquist oversees the case. Tydings & Rosenberg, LLP, is the Debtor's legal counsel. CHG PPC: Moody's Affirms 'B2' CFR & Alters Outlook to Stable ------------------------------------------------------------ Moody's Investors Service affirmed the ratings of CHG PPC Parent LLC ("C.H. Guenther" or "CHG") including the B2 Corporate Family Rating, the B2-PD Probability of Default Rating, and the B1 rating on the company's backed first lien senior secured credit facilities (term loan and term loan B) and backed senior secured multi-currency revolving credit facility. The second lien term loan is not rated. Moody's changed the outlook to stable from negative. The outlook revision to stable from negative reflects the company's ongoing earnings recovery, which has resulted in reduced debt/EBITDA leverage and improved free cash flow. Specifically, EBITDA (on a Moody's adjusted basis) has increased roughly 18% over the last twelve months (LTM), resulting in debt/EBITDA leverage declining to 6.4x (on a Moody's adjusted basis) for the last 12 month (LTM) period ended June 24, 2023, compared to 6.9x for the LTM period ended June 25, 2022 (pro forma for the November 21, 2021 acquisition of Baldinger and Bagos bakeries). The company's profitability is rebounding behind price increases, improved supply chain performance, and moderating cost inflation. Moody's expects these factors will continue to increase earnings, particularly in the second fiscal quarter ended September 2023, as the company will still benefit from price increases implemented over the last year. Moody's projects revenue to grow approximately 10% in the fiscal year ended March 2024, or 8% excluding the partial year revenue contribution from the Mi Rancho acquisition that closed on September 1, 2023. Moody's projects EBITDA (on a Moody's adjusted basis) to increase approximately 20%. The projected revenue and earnings growth reflects benefits from price increases because Moody's expects flat to slightly negative volume growth for the fiscal year. CHG reported a low single digit volume decline in the first fiscal quarter ended June 2023, partially due to softness in consumption. Moody's anticipates volume declines to moderate over the course of the year because the company is lapping price increases and because of new customer wins. Softer demand from foodservice customers should be partially offset by growth in the club, mass, and discount retail channels, which are becoming more appealing to customers as they seek value due to increased financial constraints. Because the company also provides a mix of branded and private label products, the company still captures volume when consumer purchases shift to these lower-priced alternatives. In fiscal 2025, Moody's projects revenue and EBITDA to grow at a low to mid-single digit rate, with growth partially driven by a full year contribution of Mi Rancho and the continued ramp up of the UK Coventry facility. Moody's affirmed the ratings because leverage remains high and free cash flow is below the levels reached prior to and in the early stages of the pandemic. The lower free cash flow is due to higher interest rates and capital spending, and is despite improved earnings. Projected free cash flow of more than $30 million in fiscal 2024 and nearly $50 million in fiscal 2025 is nevertheless sufficient for the B2 CFR given the company's operating profile and improving earnings. RATINGS RATIONALE CHG's B2 CFR reflects the company's high, but manageable financial leverage, acquisitive growth strategy, and low organic sales growth. The credit profile is supported by good product and geographic diversity, stable product demand from consumers, low earnings volatility, and good liquidity. Debt/EBITDA leverage is high at 6.4x (on a Moody's adjusted basis) for the LTM period ended June 24, 2023, partly because of inflationary pressures, supply chain challenges, higher interest rates, and elevated capital spending related to capacity investments. The company's profitability is rebounding though behind pricing actions, improved supply chain performance, and moderating inflation, and Moody's expects debt/EBITDA leverage to decline to 5.5x by the end of fiscal year ended March 2025. CHG's liquidity is good, supported by availability on its undrawn $275 million revolving credit facility and $61 million of cash on the balance sheet as of June 24, 2023. Pro forma for the Mi Rancho acquisition, which closed in September 2023, Moody's estimates revolver availability of $210 million and $31 million of cash on hand as of June 24, 2023. Moody's projects positive free cash flow of $30-$40 million in fiscal 2024, compared to negative free cash flow of $13 million in fiscal 2023, with the improvement driven by higher earnings and lower working capital cash drag, partially offset by the impact of higher interest rates. Higher interest rates negatively impact the company's cash flow meaningfully given the floating rate nature of its approximately $1.5 billion term loan debt, partially mitigated by the company's interest rate hedging arrangements. Moody's projects free cash flow to improve further in fiscal 2025 to nearly $50 million because capital spending will decline following the completion of the UK Coventry bakery in early fiscal 2024. However, this will be partially offset by rising cash interest expense as the majority of CHG's outstanding interest rate hedges expire in early fiscal 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that earnings will continue to improve, reducing debt/EBITDA leverage to 5.5x by the end of fiscal year ended March 2025. The stable outlook also reflects Moody's expectation for free cash flow to improve to nearly $50 million in fiscal 2025. The company's good liquidity provides some flexibility for CHG to execute its operating plans and reduce leverage over the next 12-18 months. A rating downgrade could occur if operating performance weakens due to lower volumes, pricing pressure or cost increases, liquidity deteriorates, free cash flow is not maintained at a comfortably positive level, or the financial policy becomes more aggressive. Quantitatively, a downgrade could occur if debt/EBITDA is above 6.5x or EBITDA less capital spending-to-interest is below 1.25x. A rating upgrade could occur if CHG is able to meaningfully increase scale and improve operating performance including higher profitability and consistent and solid free cash flow generation. CHG would also need to sustain debt/EBITDA at or below 5x. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. COMPANY PROFILE CHG produces a broad set of grain-based and seasoning products, including artisan breads, buns, rolls, biscuits, cookies, desserts, dry gravy mixes, spices, frozen appetizers and snacks, and pizza dough. Revenue was $1.7 billion for the last twelve months ended June 24, 2023. CHG was acquired in 2018 by investors led by the private capital firm Pritzker Private Capital. CHOCTAW GENERATION: Fitch Affirms 'C' Rating on Series 2 Notes -------------------------------------------------------------- Fitch Ratings has withdrawn the 'D' rating of Choctaw Generation LLLP's Series 1 notes. Fitch has also affirmed the Series 2 notes at 'C' and assigned a 'C' rating to the Series 1 notes. RATING RATIONALE The rating withdrawal of the Series 1 notes of Choctaw Generation Limited Partnership (CGLP) follows the debt restructuring process completed in July 2023 with resulting changes to the debt terms. The 'C' ratings for Choctaw Generation LLLP's Series 1 and Series 2 notes reflect the expectation that the project will not significantly amortize the debt by maturity, resulting in a significant refinance risk and a likely default. The debt structure resulting from July 2023 restructuring allows for the deferral of interest and principal payments for both series until maturity, and introduces funding for an Ash Management Reserve Account (AMRA) under a fixed schedule from 2024 to 2030, with payment priority in the waterfall over repayment of Series 1 or Series 2 notes. The operating profile remains volatile due to technical issues that have affected availability and revenues which are moderately sensitive to dispatch levels. The deferral features imply that both series of notes would be exposed to entirely merchant revenue after 2032, resulting in a weaker revenue risk assessment. This resulting financial profile supports the rating level of 'C' where a default appears inevitable. The withdrawal of the rating for Series 1 notes of CGLP follows the debt restructuring process completed in July 2023 with resulting changes to the debt terms. KEY RATING DRIVERS Operation Risk - Weaker: The owner-lessor, a subsidiary of Southern Company, funded substantial modifications to improve plant performance that were complete in 2015 but failed to achieve adequate performance improvements. The operator, also a Southern subsidiary, is considered strong but the facility continues to experience volatility in operations since completing the modifications including declining availability and increasing heat rate. Lack of a dedicated O&M reserve additionally weakens the project's ability to withstand periods of underperformance, potentially eroding cash flow cushion available for repayment. The major maintenance reserve was depleted as of YE 2021. Further, as a result of the 2023 restructuring process, the project will fund an AMRA under a fixed schedule from 2024 to 2030, with payment priority in the waterfall over repayment of Series 1 or Series 2 notes. Supply Risk - Weaker: CGLP's mine-mouth location fuel supply contract through 2032 moderates supply risk. However, early termination or expiration of the supply agreement resulting in less favorable pricing could lead to inadequate fuel cost recovery. Revenue Risk - Weaker: CGLP has a power purchase agreement (PPA) with Tennessee Valley Authority (TVA; AA+/Stable) for the project's full capacity and energy output through mid-2032. The Series 1 notes mature four months prior to PPA expiration. While the project's contracted revenues are a stronger feature, cash flows are moderately sensitive to dispatch levels with some vulnerability to deterioration in the economic environment. Further, the current financial profile implies that both series of notes will eventually be exposed to an entirely merchant revenue stream after 2032, contributing to Fitch's weaker revenue risk assessment. Debt Structure - Weaker: Both series lack a dedicated debt service reserve, relying instead on draws from other project accounts to fund Series 1 payment shortfalls. The ability to defer Series 2 and (after the recent restructuring) Series 1 target interest and principal payments introduces the risk of a high outstanding balance to be repaid after the PPA expires resulting in exposure to refinancing risk. Financial Profile The revised financial projections reflect the conclusion of the restructuring process completed in July 2023, and the introduction of the requirement to fund the AMRA, which occurs prior to any payment of interest or principal to either series of notes. These projections are the basis for Fitch's base case. Fitch's base case demonstrates that Series 1 and Series 2 will not significantly amortize, resulting in outstanding balance of approximately $189 million for Series 1 at maturity in 2031 (approx. 111% of the current) and approx. $192.1 million for Series 2 (approx. 168% of the current). The current rating of 'C' for both series of notes reflects the fact that default appears inevitable. PEER GROUP AES Puerto Rico (rated D) is a comparable coal project that has recently experienced a payment default. Similar to Choctaw, AES Puerto Rico experienced operational issues and significant cost increases that are not passed through its single revenue counterparty (currently in default). This led to depletion of liquidity and payment default. In public ratings outside the U.S., a higher-rated coal project in Indonesia, Minejesa Capital BV (BBB-/Stable), maintains an investment-grade rating supported by the absence of merchant exposure under the PPA, favorable pass-through of fuel costs, stable operating history, and a stronger average rating case coverage of 1.45x. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Given the interest and principal deferral feature of the debt structure for both series any additional negative action is unlikely until maturity of each tranche. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade is unlikely for the rated debt instruments given the current rating level and financial profile. CREDIT UPDATE On Dec. 19, 2022, Series 1 lessor notes were downgraded to 'D' to reflect the failure to make a debt service payment due on Dec. 15, 2022. Series 2 lessor notes were downgraded to 'C' to reflect cross-default provisions that allow the lenders to accelerate debt service on the Series 2 notes. To avoid debt acceleration, the issuer signed a forbearance agreement (including several extensions) with the lenders while the restructuring process was finalized in July 2023. The main outcomes of these negotiations were (i) the introduction of AMRA; and (ii) structural changes allowing the repayment of Series 1 and Series 2 notes to be deferred (paid-in-kind) until maturities (December 2031 and December 2040). CGLP management provided cash forecasts until 2031, which show the scheduled funding of the AMRA of $44 million which will be completed by 2030, and the cash remaining to service Series 1 notes. Fitch's base case demonstrates that Series 1 and Series 2 will not significantly amortize down resulting in outstanding balance of approximately $189 million for Series 1 at maturity in 2031 (approx. 111% of the current) and approx. $192.1 million for Series 2 (approx. 168% of the current). Operating and financial update: In 2022, due to various operational issues, availability was 81.7% as compared to management's budgeted availability of 87.5% and Fitch's previous base case of 90%, indicating continued poor performance observed since 2020. Apart from the availability issues, CGLP had an operational loss of approximately $10.6 million due largely to higher than budgeted fuel consumption, heat rate, operating costs, legal fees, gas and reagent costs. For the first 8 months of 2023, availability improved to levels slightly above 88%. While availability had been over 90% for all months prior to August, a fan bearing temperature spike and a tube leak on an external bed caused a decrease in availability in August to 70.3%. The operator has now taken corrective actions and plant availability is expected to be 88.9% for YE 2023. An operating issue in February led to both boilers being taken off for approximately 15 days. This affected the capacity factor (75.1% as of August 2023) but the plant received full capacity payment for the reserve shutdown. EBITDA for the FYE 2023 is expected to be approximately $0.7 million lower than budgeted by management driven mainly by lower energy generation, unexpected outages, higher boiler and BOP costs and higher legal fees. FINANCIAL ANALYSIS Fitch base case, which is based on CGLP management's financial projections, show that the AMR account will be funded according to the Fifth Amended and Restated Depositary Agreement executed on July 14, 2023. These projections also reflect however that by December 15, 2031 (the maturity date of Series 1 notes), the Series 1 notes will not have been fully repaid, which explains the rating level. SECURITY CGLP is structured as a leveraged lease transaction and the Series 1 and 2 notes are pass-through trust certificates secured by the project's rent payments. Although Series 2 is structurally subordinated in the payment waterfall, the two series of notes are pari passu. The security interests are typical of project finance transactions and include all project revenues and accounts, all project agreements (PPA and supply agreements), as well as the physical assets of CGLP. ESG CONSIDERATIONS Choctaw Generation Limited Partnership, CGLP has an ESG Relevance Score of '4' for Waste and Hazardous Materials Management due to exposure to waste disposal related to coal ash management and pollution incidents. This has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. The project has moved forward with setting up a $44 million AMRA (to be funded throughout 2024-2030) to cover the closing costs of the Ash Management Unit in order to move the asset retirement forward to the end of TVA's PPA and Series 1 debt maturity. 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 ----------- ------ ----- Choctaw Generation Limited Partnership, LLLP Choctaw Generation Limited Partnership, LLLP/Project Revenues & Assets – First Lien/1 LT LT WD Withdrawn D Choctaw Generation Limited Partnership, LLLP/Project Revenues & Assets – First Lien/1 LT LT C New Rating WD Choctaw Generation Limited Partnership, LLLP/Project Revenues & Assets – Second Lien/2 LT LT C Affirmed C CLARK N SON: Seeks to Hire Luxman Law Firm as Counsel ----------------------------------------------------- Clark N Son Transportation Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Luxman Law Firm as counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties as Debtor-in-Possession in the management of its property; b. assisting the Debtor in the preparation of its statement of financial affairs, schedules, statement of executory contracts and unexpired leases, and any papers or pleadings, or any amendments thereto that the Debtor is required to file in this case; c. representing the Debtor in any proceeding that is instituted to reclaim property or obtain relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or that seeks the turnover or recovery of property; d. providing assistance, advice and representation concerning the formulation, negotiation and confirmation of a Plan of Reorganization (and accompanying ancillary documents); e. providing assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the Debtor that may be required; f. representing Debtor at hearings or matters pertaining to affairs as Debtor-In-Possession; g. prosecuting and defending litigation matters and such other matters that might arise during and related to this Chapter 11 case; h. providing counseling and representation with respect to the assumption or rejection of executory contracts and leases and other bankruptcy-related matters; i. representing the Debtor in matters that may arise in connection with its business operations, its financial and legal affairs, its dealings with creditors and other parties-in-interest and any other matters, which may arise during the bankruptcy case; j. rendering advice with respect to the myriad of general corporate and litigation issues relating to this case, including, but not limited to, health care, real estate, securities, corporate finance, tax and commercial matters; and assisting Debtor in connection with any necessary application, orders, reports or other legal papers and to appear on behalf of the Debtor in proceedings instituted by or against the Debtor; and k. performing such other legal services as may be necessary and appropriate for the efficient and economical administration of these Chapter 11 cases. The firm will be paid at these rates: Bo Luxman $300 per hour Paraprofessionals $100 per hour The Debtor has agreed to provide Luxman a post-petition retainer of $13,262. Bo Luxman, Esq., a partner at Luxman 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: Bo Luxman, Esq. Luxman Law Firm 44 N. 2nd Street, Suite 1004 Memphis, TN 38103 Tel: (901) 526-7770 Fax: (901) 526-7957 Email: Bo@luxmanlaw.com About Clark N Son Transportation Inc. 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. CLEARWATER PAPER: S&P Affirms 'BB-' ICR on Operating Momentum ------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on Clearwater Paper Corp. S&P said, "We also affirmed our 'BB-' issue-level rating on its senior unsecured notes due 2028. The '3' recovery rating is unchanged. The positive outlook reflects the potential for an upgrade and incorporates Clearwater's earnings expansion and adjusted debt leverage, which we expect will remain below 3.0x over the next 12 months. "We expect Clearwater's credit metrics to remain strong through 2024 despite weaker pricing and tepid demand for its paperboard products. We anticipate continued healthy demand in the company's consumer products segment in 2024 to drive operating performance, as well as support healthy credit metrics across the next 12 months. While we expect customer destocking and macro-driven demand softness in its paperboard segment to last at least until the end of the first half of 2024, we still expect the company will maintain S&P Global Ratings-adjusted debt leverage below 3x." A key risk to our forecast is a prolonged softness in paperboard demand across full-year 2024, especially as planned maintenance outages scheduled for 2024 will hurt earnings by roughly $35 million. S&P said, "The fundamentals of the private-label tissue industry remain favorable. We believe the private-label share of the North America tissue market has increased to about 36%, and expect this growth to continue, albeit at a slower pace. Clearwater is positioned to benefit from such growing demand, but its competitive position is weaker relative to similar or higher-rated forest and paper products peers such as Domtar Corp. (BB-/Stable/--) and Georgia-Pacific LLC (A+/Stable/A-1+). Accordingly, we revised our assessment of the company's competitive position to weak from fair; we believe this revision is more in line with our view of the company's relative profitability within this competitive and cyclical industry. "Clearwater's debt maturity profile improved after refinancing. Redeeming the 2025 notes in the fourth quarter removed any near-term refinancing risks and reduced outstanding debt by $60 million. In our view, this increased the company's financial flexibility. While our base-case forecast does not assume any merger and acquisitions (M&A) across the forecast horizon, we believe Clearwater could execute debt-funded acquisitions to improve its competitiveness, notwithstanding its publicly stated net-leverage target of 2.5x." The company's next debt maturity is 2027, when its $275 million asset-based lending (ABL) facility ($60 million drawn) comes due, with the rest of its debt stack ($485 million) maturing in 2028. S&P said, "The positive outlook reflects our expectations for continued healthy demand in the company's consumer products business, such that its S&P Global Ratings-adjusted debt leverage remains below 3x. "We could revise the outlook to stable from positive if Clearwater's debt leverage increases above 3x. This could happen if a leveraging transaction or deteriorating performance leads to reduced revenue, and EBITDA margins fall to a single-digit percent over the next 12 months." S&P could raise its rating if: -- Clearwater maintains good operating performance and debt leverage below 3x over the next 12 months; -- It remains prudent with its financial policy decisions, including episodic M&A and shareholder returns; and -- The company's EBITDA margin exhibits low volatility. S&P said, "Environmental factors are a moderately negative consideration in our credit analysis of Clearwater. This is due to its products--tissue products, bleached paperboard, and pulp--being chemical-intensive to produce. While its consumer products division products--bath and facial tissue products--are purely single-use, its paperboard products division products--folding carton, liquid packaging, cup and plate products, blister and carded packaging, in addition to pulp--have relatively less end-of life and waste implications, although difficulty in recycling certain plastic-lined products can be an issue." CLUBHOUSE MEDIA: Incurs $215K Net Loss in Third Quarter ------------------------------------------------------- Clubhouse Media Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $215,065 on $1.16 million of net total revenue for the three months ended Sept. 30, 2023, compared to net income of $791,918 on $2.16 million of net total revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $2.65 million on $3.31 million of net total revenue compared to a net loss of $7.63 million on $4.87 million of net total revenue for the same period in 2022. As of Sept. 30, 2023, the Company had $1.42 million in total assets, $9.26 million in total liabilities, and a total stockholders' deficit of $7.84 million. "As reflected in the accompanying financial statements, the Company had a net loss of $(2,710,884) for the nine months ended September 30, 2023, negative working capital of $(8,604,919) as of September 30, 2023, and stockholder's deficit of $(7,838,732). These factors among others raise substantial doubt about the Company's ability to continue as a going concern. "While the Company is attempting to generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1389518/000149315223039831/form10q.htm About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an influencer-based social media firm and digital talent management agency. The Company offers management, production and deal-making services to its handpicked influencers. The Company's management team consists of successful entrepreneurs with financial, legal, marketing, and digital content creation expertise. Clubhouse Media reported a net loss of $7.53 million for the year ended Dec. 31, 2022, compared to a net loss of $22.24 million for the year ended Dec. 31, 2021. As of June 30, 2023, the Company had $1.14 million in total assets, $11 million in total liabilities, and a total stockholders' deficit of $9.86 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has stockholder's deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. CNA EQUITY: Seeks to Hire Kornfield Nyberg as Legal Counsel ----------------------------------------------------------- CNA Equity Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Kornfield Nyberg Bendes Kuhner & Little, P.C. as counsel. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession and the continued operation of its business and management of its property; b. prepare on behalf of the Debtor, as debtor-in-possession, the necessary applications, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor which may be necessary in the bankruptcy case. The firm will be paid at these rates: Eric A. Nyberg, Esq. $475 per hour Chris D. Kuhner, Esq. $475 per hour Sarah L. Little, Esq. $415 per hour Nancy Nyberg, Paralegal $90 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm a pre-petition retainer of $50,000. Eric A. Nyberg, a partner at Kornfield Nyberg Bendes Kuhner & Little, P.C., 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. Nyberg Bendes can be reached at: Chris D. Kuhner, Esq. Kornfield Nyberg Bendes Kuhner & Little, P.C. 1970 Broadway, Suite 600 Oakland, California 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 Email: c.kuhner@kornfieldlaw.com About CNA Equity Group, Inc. CNA Equity Group, Inc., doing business as Platinum One Realty and Mortgage, is a full-service mortgage company servicing Northern and Southern California. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-41294) on Oct. 6, 2023, with $1,661,089 in assets and $2,102,967 in liabilities. Michael Mulry, president, signed the petition. Chris Kuhner, Esq., at Kornfield, Nyberg, Bendes, Kuhner & Little, P.C. represents the Debtor as legal counsel. CNBG REAL ESTATE: Class 5 Unsecureds to Get Remaining Sale Proceeds ------------------------------------------------------------------- CNBG Real Estate II, Ltd. submitted a Modified, First Amended Disclosure Statement for its Second Amended Plan of Reorganization. The Debtor intends to sell all of its real property and, if necessary, object to claims. The Debtor does not anticipate any additional income (other than income from the sale of 6600 Bandera) after the Plan is confirmed. After making distributions to its creditors with allowed claims, the Debtor will then only incur the expense of winding down. Such expenses will include paying its accountant to prepare and file final tax returns and paying its counsel for assisting in the dissolution and claims objection process and any other litigation. The Plan is simple in concept. It provides for the Debtor to distribute funds on hand, if any, and liquidate 66000 Bandera. Furthermore, the Debtor shall object to any claims that the Debtor believes should be disallowed. The Plan provides for the mechanism for payment of the Allowed Claims of all Creditors. However, only Allowed Claims and Interest Holders will receive the treatment and distributions specified in the Plan. Under the Plan, the Creditors and Interest Holders will receive distributions in the form of cash on and/or after the Initial Distribution Date. With respect to filing and allowance of Claims, all Claims assertable and arising prior to the Petition Date and (a) listed as undisputed, non-contingent or liquidated in Debtor's schedules on file in the Case or (b) listed as disputed, contingent or unliquidated in Debtor's schedules but are evidenced by a timely filed Proof of Claim all Claims assertable and arising during the Case, excluding Rejection Claims and Administrative Claims incurred for Professional Fees, shall be Allowed Claims, unless the Court disallowed by the Court after notice and opportunity for hearing. If a Claimant has already filed a Proof of Claim with the Bankruptcy Clerk, another Proof of Claim need not be filed by such Claimant, unless such previously filed Proof of Claim does not state the total dollar amount of indebtedness owed to such Claimant, including, without limitation, penalties and/or interest on such Claim. Claims filed pursuant to assumption or rejection of Executory Contracts (which the Debtor asserts do not exist) should also refer to Section VI of the Plan for special requirements regarding their Claims. The Debtor reserves the right to dispute or assert offsets or defenses against any Claims as to amount, liability or status. Furthermore, all Administrative Claims in the Case: (i) for Professional Fees under Section 330 of the Bankruptcy Code, including, but not limited to attorneys' and accountants' fees, and for any other administrative expenses which arose on or before the Confirmation Date shall be filed with the United States Bankruptcy Clerk in San Antonio, Texas within ninety (90) days after the Effective Date. Under the Plan, Class 4 consists of Non-Insider Creditors Holding Allowed Unsecured Claims. Estimated Claims is $0. Unless otherwise agreed upon in writing between the Revested Debtor and the Class 4 Claimants, the Revested Debtor shall, upon the sale of the Revested Debtor's real property and after the Revested Debtor's payment of Classes 1 to 3, pay the Class 4 Creditors their respective pro rata share of the remaining sale proceeds in order to partially or fully satisfy the Class 4 Creditors' Allowed Claims. For clarity, each Class 4 Creditor shall be paid pursuant to this Section as its Claim is Allowed. Such Creditor shall not be required to wait for payment until all Class 4 Claims are Allowed. Class 5: Insider Creditors Holding Allowed Unsecured Claims. Estimated Claims is $253,543.05. Unless otherwise agreed upon in writing between the Revested Debtor and the Class 5 Claimants, the Revested Debtor shall, upon the sale of the Revested Debtor's real property and after the Revested Debtor's payment of all claims of classes 1 to 4, pay the Class 5 Creditors their respective pro rata share of the remaining sale proceeds in order to partially or fully satisfy the Class 5 Creditors' Allowed Claims. Class 5 is impaired. The distributions and payments provided for in the Plan shall be funded by the proceeds from the sale of the Debtor's assets and/or loans from APL, LLC or Class 6 members. The Bankruptcy Court has set a hearing on the confirmation of the Plan for November 21, 2023 at 10:00 a.m. In order to be counted for voting purposes, ballots for the acceptance or rejection of the Plan must be completed and returned to the Debtor's counsel on or before 5:00 p.m. Central Standard Time on November 14, 2023. Furthermore, any Creditor, Interest Holder, or party in interest desiring to object to the Plan must do so by filing a written objection in the United States Bankruptcy Clerk's office at 615 E. Houston, Room 148, San Antonio, TX 78205 on or before November 14, 2023. ATTORNEYS FOR THE DEBTOR: William B. Kingman, Esq. LAW OFFICES OF WILLIAM B. KINGMAN, P.C. 3511 Broadway San Antonio, Texas 78209 Telephone: (210) 829-1199 Email: bkingman@kingmanlaw.com A copy of the Disclosure Statement dated October 20, 2023, is available at https://tinyurl.ph/LwmVo from PacerMonitor.com. About CNBG Real Estate II CNBG Real Estate II, Ltd. was formed to hold and manage a real estate investment located at 6600 Bandera Road, San Antonio, TX 78238. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 23-50335) on March 30, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Michael M. Parker oversees the case. The Debtor is represented by William B. Kingman, Esq., at the Law Offices of William B. Kingman, P.C. CORIZON HEALTH: Democratic Senators Decry Bankruptcy Plan --------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that Democratic Senators challenged a prison healthcare company's bankruptcy plan, calling it a misuse of bankruptcy law and questioning mediation overseen by a judge who recently resigned amid an ethics complaint. The senators, including Elizabeth Warren (D-Mass.) and Dick Durbin (D-Ill.), "strongly object" to an attempt by Corizon Health Inc. "to manipulate bankruptcy law with the aim of skirting accountability," they said in a Tuesday letter to Corizon's leaders. Corizon created shell company Tehum Care Services Inc. to resolve hundreds of medical malpractice suits in bankruptcy. About Tehum Care Services Tehum Care Services Inc., doing business as Corizon Health Services Inc., is a privately held prison healthcare contractor in the United States. It is based in Brentwood, Tenn. Tehum Care Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb. 13, 2023. In the petition filed by Russell A. Perry, as chief restructuring officer, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher M. Lopez oversees the case. The Debtor is represented by Jason S Brookner, Esq., at Gray Reed & McGraw, LLP. CORNER OYSTER: Revenues & Causes of Action Recoveries to Fund Plan ------------------------------------------------------------------ Corner Oyster House, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Georgia a Plan of Reorganization dated November 2, 2023. The Debtor is a limited liability corporation. Since 2007, the Debtor has been in the restaurant business. Debtor owns and operates a restaurant in Hamilton, Georgia. Debtor's financial projections show that the Debtor will have projected disposable income of $750.00. The final Plan payment is expected to be paid on January 1, 2027. This Plan of Reorganization proposes to pay creditors of the Debtor from future restaurant revenues and recoveries from bankruptcy causes of action. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0.00 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. Creditors in this class will receive a pro rata share of the creditors' trust after full payment of any administrative and priority claims. This Class is impaired. Class 4 consists of Equity security holders of the Debtor. Class 4 shall have interests retained. On the effective date, all assets of the estate derived from bankruptcy recovery action, or other causes of action, shall be vested in the unsecured creditors' trust ("UCT"). The UCT Trustee shall administer the liquidating trust assets pursuant to this plan from and after the effective date. The UCT Trustee shall have the ordinary and customary role and duties of a post-confirmation plan administrator, with authority to sell, collect, or otherwise liquidate any remaining assets; pursue, prosecute and settle litigation claims forming a part of the remaining assets; and lodge and prosecute objections to any claims against the Debtor's Chapter 11 estate. The UCT Trustee shall also be responsible for liquidating the liquidating trust assets, analyzing the reconciling claims (including filing and pursuing objections to the extent required or permitted by this Plan), pursuing the avoidance actions and causes of action, making distributions of the net asset recoveries (and any other proceeds of the liquidation trust assets, if any) to the beneficiaries of the trust in accordance with this plan and confirmation order and all other activities typically related to trust administration subject to the terms of this plan and confirmation order. A full-text copy of the Plan of Reorganization dated November 2, 2023 is available at https://urlcurt.com/u?l=LFW1Do from PacerMonitor.com at no charge. About Corner Oyster House Corner Oyster House, LLC, owns and operates a restaurant known as Oyster House. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-40452) on August 4, 2023. In the petition signed by Peter Brochu, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Fife M Whiteside, Esq., at Fife M. Whiteside PC, is the Debtor's legal counsel. CROWN CREST: Undergoes CCAA Restructuring Process, Appoints CRO --------------------------------------------------------------- Proceedings were commenced on Nov. 9, 2023, in respect of Crown Crest Capital Management Corp. and certain of its affiliates (the "Company") under the Companies' Creditors Arrangement Act (CCAA). This is a court-supervised process that will allow for a financial and operational restructuring of the Company. This process is not a bankruptcy or liquidation of the Company. On the contrary, the CCAA process will provide the Company with time and flexibility to continue ongoing discussions with its financial stakeholders in an effort to achieve a path forward that strengthens our financial position amidst a rising interest rate environment that has created financial challenges for the Company. "After successfully navigating the COVID-19 pandemic and the global supply chain crisis, tightening our operating costs and working closely with our lending partner, we continue to face additional global macroeconomic and geopolitical challenges that have affected our business. In particular, inflation and significantly higher interest rates have made servicing our debt unsustainable, as our current interest obligations outweigh the fixed payment stream our customers pay us. " said Lawrence Krimker, founder of the Company. In connection with the CCAA proceedings, the Company has appointed a chief restructuring officer (CRO) and KPMG Inc. has been appointed as the Monitor in the Company's CCAA proceedings. The CRO and Monitor will assist the Company to explore restructuring options available to it under the CCAA. This restructuring process is aimed at ensuring the Crown Crest Leasing Group's business's stability, allowing the company to continue critical services to customers and to protect the interests of all stakeholders involved. Further, the Company has received a commitment for $15 million in new debtor-in-possession financing from its existing lender. Following Court approval, this new financing, combined with cash generated from the Company's ongoing operations, is expected to support the business during the Court-supervised process. It is the goal of the Crown Crest Leasing Group and everyone else involved to ensure that this process has no impact on the operations and services provided to the customers we serve. We understand that it is essential to the thousands of customers using Crown Crest Leasing Group's equipment in their homes that the business be preserved and stable, since this will allow continued repair and servicing of furnaces and water heaters as winter approaches. "As we move through this process, we remain focused on ensuring there is no disruption to the high level of service provided to our customers across Canada, and we are grateful for their trust in us. We thank our dedicated employees for their ongoing hard work and excellence, and we also extend our gratitude to our trusted partners, suppliers and vendors for their continued support," said Mr. Krimker. Additional Information About the CCAA Proceedings Additional information regarding the Company's CCAA proceedings is available on the Monitor's website at kpmg.com/ca/crowncrest. The Monitor will be sending a notification to all known creditors, including employees, with additional information about these CCAA proceedings in the coming days. CYTODYN INC: November 2023 Shareholder Update Letter ---------------------------------------------------- Tanya Durkee Urbach, Board Chair of CytoDyn Inc., has penned a letter to Shareholders offering a comprehensive update on the company's status and expressing gratitude for their continued support. In the letter, Tanya Durkee Urbach shared that, "Throughout our history, CytoDyn has made great strides in developing leronlimab from a single indication molecule into a platform molecule with the potential for multiple therapeutic indications. Through CytoDyn's investment in clinical trials, we have generated valuable data demonstrating how leronlimab might be used in HIV, oncology, metabolic dysfunction-associated steatohepatitis ("MASH" formerly "NASH"), and metabolic dysfunction-associated steatotic liver disease ("MASLD"). We have also successfully transferred our manufacturing technology allowing us to manufacture leronlimab at scale in preparation for clinical trials and potential FDA approval." "Fiscal year 2023 proved to be a very difficult year for CytoDyn. We had planned to be off clinical hold and back to conducting clinical trials by now. Unfortunately, to date, we have been delayed in our efforts to satisfy the FDA with our clinical hold submission(s). We have embarked on a more comprehensive effort to resolve the FDA's lingering questions. These efforts include the Company's hosting of a number of advisory board meetings with key opinion leaders (KOLs). Adding to our delay was the unanticipated medical leave taken by our then President, Dr. Arman creating additional delays in our subsequent resubmission. "However, these unforeseen circumstances provided the time needed to help us gain new insights and understanding of leronlimab in the current HIV treatment environment. Further, we were able to receive and incorporate the perspectives of some of the top HIV KOLs worldwide as to how they believe leronlimab can play a significant role in helping HIV patients, notwithstanding other therapeutic options currently available to patients. As part of this process, the Company engaged various new clinical, regulatory, and medical consultants and advisors with relevant experience and expertise that we believe will continue to benefit the Company for years to come. "The Company has taken necessary actions to position us for near-term and long-term success. During the last fiscal year, the Company implemented significant reductions to its workforce, cash burn rate, and operating expenses, in order to conserve our resources and devote them to critical corporate priorities. In addition to our work in HIV, we have worked with top experts to develop a MASH clinical trial protocol and identify potential MASH pre-clinical combination therapy trial concepts, which trials we believe could be attractive to a partner and position the Company for a greater chance of success within the MASH space. We also began development of a longer-acting therapeutic with a partner who has a very strong and reputable artificial intelligence ("AI") platform, which we believe may provide significant increases in shareholder value in the years to come. We also believe that the Company is positioned for success in the Amarex litigation. We fully funded Sidley Austin LLP -- the preeminent law firm representing the Company in this matter, filed a more-detailed statement of claim, and scheduled a final hearing date (August 12, 2024) in the arbitration. "We understand that CytoDyn's recent challenges may have tested your confidence. We want to assure you that we remain dedicated to developing important therapeutics that can make a difference in patients' lives, and at the same time provide value for our shareholders. Again, we are grateful for your ongoing support and trust. "We will continue our efforts to prioritize and execute on goals that will enhance value for all shareholders. Our efforts are focused on successfully completing the resolution of the FDA's partial clinical hold -- having recently made a submission that we hope will be successful -- and strengthening our leadership team. Additionally, the Company will be evaluating the various potential indications for leronlimab to maximize the effective and efficient use of our resources. We have always believed leronlimab holds great promise, and we are determined to explore all avenues by which patients and medical practitioners can benefit from its use. We believe that with the improvements we have made and continue to pursue, our company is positioned for long-term success. "We deeply value your investment in CytoDyn and are committed to acting in your best interests. We look forward to continuing to communicate as additional developments occur. We realize the updates above may not answer all the questions you have. We therefore include a November 2023 "Frequently Asked Questions" supplement with this letter. This FAQ supplement is something we intend to update from time to time and it will be posted on the Company's website in the near future." Highlights of the FAQ supplement include: * Clinical Hold Submission Status * Operational and Financial Adjustments in FY23 * Short-Term Development Plan for Leronlimab * Longer-Acting Therapeutic Project * CEO Search Status * Executive Compensation Decision-Making Process * Amarex Litigation Effort * New Communication Strategies A full-text copy of the Company's Letter filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/2k4t4wn5 About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is clinical-stage biotechnology company focused on the development and commercialization of leronlimab, an investigational humanized IgG4 monoclonal antibody (mAb) that is designed to bind to C-C chemokine receptor type 5 (CCR5), a protein on the surface of certain immune system cells that is believed to play a role in numerous disease processe. CytoDyn is studying leronlimab in multiple therapeutic areas, including infectious disease, cancer, and autoimmune conditions. CytoDyn reported a net loss of $79.82 million for the year ended May 31, 2023, compared to a net loss of $210.82 million for the year ended May 31, 2022. As of May 31, 2023, the Company had $11.29 million in total assets, $120.79 million in total liabilities, and a total stockholders' deficit of $109.51 million. San Jose, California-based Macias Gini & O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Sept. 13, 2023, citing that the Company incurred a net loss of approximately $70,146,000 for the year ended May 31, 2023 and has an accumulated deficit of approximately $832,012,000 through May 31, 2023, which raises substantial doubt about its ability to continue as a going concern. CYTOSORBENTS CORP: Posts $9.2 Million Net Loss in Third Quarter --------------------------------------------------------------- Cytosorbents Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $9.19 million on $8.81 million of total revenue for the three months ended Sept. 30, 2023, compared to a net loss attributable to common stockholders of $12.2 million on $8.11 million of total revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss attributable to common stockholders of $22.67 million on $27.68 million of total revenue compared to a net loss attributable to common stockholders of $32.05 million on $25.30 million of total revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $47.57 million in total assets, $29.06 million in total liabilities, and $18.51 million in total stockholders' equity. The Company had commenced a confidential marketing process for an underwritten public offering of its common stock and decided to terminate such process. The termination resulted from an assessment by the Company's Board of Directors and management team that current market conditions were not conducive for the offering on terms that would be in the best interests of the Company's stockholders. The Company continues to pursue alternative sources of capital, which may include debt financing, royalty financing, strategic or direct investments, equity financing and/or combinations thereof. Cytosorbents said, "As of September 30, 2023, the Company's cash position was approximately $10.0 million, with cash and cash equivalents of approximately $8.4 million, and approximately $1.7 million in restricted cash, which is not expected to fund the Company's operations beyond twelve months from the issuance of these financial statements. This matter raises substantial doubt about the Company's ability to continue as a going concern. As a result, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company will need to raise additional capital to support our ongoing operations in the future." Management Commentary Dr. Phillip Chan, chief executive officer of CytoSorbents stated, "Our core business is built upon our E.U. approved flagship CytoSorb blood purification therapy, used in more than 221,000 human treatments with more than $205 million in sales to date, including $31.4 million in the last 12 months alone. CytoSorb addresses multi-billion dollar markets in critical care and cardiac surgery in 75 countries worldwide by treating deadly inflammation and other life-threatening conditions. These are common everyday ICU conditions like sepsis, trauma, burn injury, respiratory failure, liver failure, and complications of surgery where mortality is high despite standard therapies. With the world struggling in the aftermath of the pandemic with war, natural disasters, and illness, we believe our life-saving therapy has never been more relevant." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001175151/000141057823002301/ctso-20230930x10q.htm About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. CytoSorbents reported a net loss of $32.81 million for the year ended Dec. 31, 2022, a net loss of $24.56 million for the year ended Dec. 31, 2021, a net loss of $7.84 million for the year ended Dec. 31, 2020, a net loss of $19.26 million for the year ended Dec. 31, 2019, and a net loss of $17.21 million for the year ended Dec. 31, 2018. DNA SERVERS INC: Starts Subchapter V Bankruptcy ----------------------------------------------- DNA Servers Inc. filed for chapter 11 protection in the Eastern District of Missouri. According to court documents, the Debtor reports $3,320,640 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 8, 2023 at 01:00 PM at the Office of US Trustee CONFERENCE LINE: 1-866-705-0185. PARTICIPANT CODE: 7914594. About DNA Servers Inc. DNA Servers Inc., doing business as Orange Computers, is a distributor of Dell and HP refurbished servers and accessories. DNA Servers Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Miss. Case No. 23-43588) on Oct. 5, 2023. In the petition filed by David Harris, as Board Member, the Debtor reported total assets of $135,700 and total liabilities of $3,320,640. The Honorable Bankruptcy Judge Brian C Walsh handles the case. The Debtor is represented by: David M. Dare, Esq. Herren, Dare & Streett 11400 Dorsett Road Maryland Heights, MO 63043 Tel: 314-965-3373 Fax: 314-965-2225 Email: hdsstl@hdsstl.com EGAE LLC: Hires Dennis L. Winans as Financial Consultant -------------------------------------------------------- EGAE, LLC seeks approval from the U.S. Bankruptcy Court for the District of Alaska to employ Dennis L. Winans, CPA, as financial consultant. Mr. Winans will provide these services: a. analyze and review the Debtor's financials, schedules, and statement of financial affairs; b. prepare expert report related to Debtor's use of cash collateral; c. provide expert testimony; d. provide expertise in reorganization planning and structure; and e. provide expert testimony for potential contested confirmation. Mr. Winans will be paid at the rate of $350 per hour, and a retainer of 10,000. Mr. Winans 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: Dennis L. Winans, CPA 10908 E. Monument Estates Circle Tucson, AZ 85748 Tel: (520) 907-2889 Email: dwinans3@cox.net 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. EMPOWER CENTRAL: Unsecureds to Get Share of Income for 5 Years -------------------------------------------------------------- Empower Central Michigan, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Plan of Reorganization under Subchapter V dated November 2, 2023. The Debtor operates an automotive repair facility in Fenton, Michigan. The Debtor is a franchisee of Auto-Lab Franchising, LLC. As a result of franchise agreement and the advertising associated with it, the Debtor is better known as Auto-Lab of Fenton. The Debtor's address is 6500 Silver Pkwy Suite C, Fenton, MI 48430. In addition to consumer owned vehicles, the Debtor is fortunate enough to perform work on several vehicle fleets, with fleet work providing regular and recurring business for the Debtor. As a result of early issues, the Debtor fell behind on its tax payments. Obligations are owed both to the IRS and to the State of Michigan for unpaid taxes. The accumulation of this debt began to really weigh on the Debtor just as things began to get better operationally. The primary purpose of this Plan is to resolve the debt owed to taxing authorities. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $13,436.00. The final Plan payment is expected to be paid on or about December 31, 2028. This Plan proposes to pay Creditors of the Debtor from the Debtor's cash flow from operations and future income. Class I shall consist of the holders of Allowed Unsecured Claims. Each Holder of Class I Claims shall receive a Pro Rata distribution attributable to its Allowed General Unsecured Claim based on quarterly payments each year by the Debtor from the Debtor's Projected Disposable Income for a period of 5 years. The first payment shall be the first day of the month at the beginning of the second calendar quarter after the Effective Date. Such payments shall continue to be made quarterly on the first day of each calendar quarter thereafter for a period of 5 years from the first payment. Each quarterly payment shall total $671.80, to be divided Pro Rata. For the avoidance of any doubt, this Class I includes the entire Claim of Cashable, LLC, Cloudfund, LLC, Ivy Receivables, LLC, Michigan Late Bloomers, Inc., and any other individual or Entity who may claim to be the Holder of a Secured Claim unless the individual or Entity is separately and specifically identified and treated as the holder of a Secured Claim below. To the extent that any of the identified Entities have asserted or assert a Secured Claim against the Debtor, the secured portion of any such claims shall be automatically disallowed on the Confirmation Date without any further action by the Debtor. This Class is Impaired. Class IV consists of the Claims of Interest in the Debtor. Holders of Allowed Interests shall retain their Allowed Interests in the Debtor and Reorganized Debtor. No distribution will be made under the Plan on account of Allowed Interests. The Reorganized Debtor will retain control of and be responsible for all of Debtor's activities pursuant to this Plan after the Effective Date. Funding for the administration of the bankruptcy estate and of this Plan and for the actions necessary shall come from funds on hand. A full-text copy of the Plan of Reorganization dated November 2, 2023 is available at https://urlcurt.com/u?l=qeEdC6 from PacerMonitor.com at no charge. Counsel to Debtor: Zachary R. Tucker, Esq. Winegarden, Haley, Lindholm, Tucker & Himelhoch, P.L.C. 9460 S. Saginaw Rd, Suite A Grand Blanc, MI 48439 Telephone: (810) 579-3600 Email: ztucker@winegarden-law.com About Empower Central Empower Central Michigan, Inc., operates an automotive repair facility in Fenton, Michigan. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31281) on Aug. 4, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D. Applebaum oversees the case. Zachary R. Tucker, Esq., at Winegarden, Haley, Lindholm, Tucker & Himelhoch, PLC represents the Debtor as legal counsel. ENVIVA INC: S&P Downgrades ICR to 'CCC-' on Elevated Default Risk ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Enviva Inc. four notches to 'CCC-' from 'B'. S&P also lowered the issue-level ratings on the senior unsecured debt four notches to 'CC' from 'B-'. The '5' recovery rating on the debt is unchanged. The negative outlook reflects the elevated risk of a distressed debt exchange or default within the next six months absent successful contract renegotiation or external capital support. The downgrade reflects a deteriorated liquidity position and likelihood of a distressed debt exchange or default over the next six months. Enviva's third-quarter performance was materially weaker as a result of lower spot market wood pellet pricing compared with the same period last year, elevated expenses, and a slower-than-expected improvement to operational costs. S&P said, "We expect the same factors will result in a similarly weak fourth quarter. Therefore, we now expect 2023 adjusted debt to EBTIDA will be well above 20x compared with our previous expectation of 8.5x-9.0x. Because the company withdrew guidance for adjusted EBITDA for 2023 and beyond, we believe our previous expectations of adjusted debt to EBITDA of 6.0x-6.5x for 2024 to be overly optimistic. We now forecast 2023 adjusted EBITDA in 2023 will be $80 million-$100 million compared with our previous expectation of $200 million-$225 million. Absent any material improvement in spot prices or the successful renegotiation of certain contracts, we forecast adjusted leverage will be above 10x for 2024." The company's liquidity prospects are weak. As of Sept. 30, 2023, Enviva fully drew the $570 million available on its senior secured RCF. In addition to cash on hand of $315.2 million, the company has $125.5 million of restricted cash held for the Epes and Bond construction projects, which is not sufficient to fund the full construction costs of these projects. In the first quarter of 2023, Enviva disclosed that it had entered into a contract modification with a customer, referred to as the "Q4 2022 transactions." These new contracts stated that Enviva agreed to purchase approximately 1.8 million metric tons (mt) of wood pellets between 2023 and 2025 while also entering into a new wood pellet sales contract for approximately 2.8 million mt to be delivered between 2022 and 2026. Due to pricing dynamics when these contracts were signed, the fixed price per mt that Enviva agreed to pay for the purchased volumes was significantly higher than the sales prices per mt under the pre-existing sales contracts. Under the existing agreement, Enviva is obligated to purchase 800,000 mt for $296.3 million in 2023, 600,000 mt for $233.3 in 2024, and 300,000 mt for $111.8 million in 2025. If the company is unable to restructure or renegotiate the terms of the Q4 2022 transactions, it will not have sufficient liquidity to satisfy those obligations. The company's securities have been trading at very low levels and S&P believes there is a high likelihood of a distressed debt exchange over the next six months. Concurrent with the earnings release, Enviva raised substantial doubt regarding its ability to operate as a going concern and it has engaged advisors to assist with a comprehensive review of alternatives to strengthen its capital structure, augment liquidity, address contractual liabilities, and increase long-term profitability. The company may violate certain financial covenants in the coming quarter. Absent a cure, Enviva could breach certain covenants under its senior secured credit facility for the period ending Dec. 31, 2023. Financial covenants on its revolver include a minimum interest coverage ratio of 2.25x and a maximum leverage ratio of 5.50x, which can increase to 5.75x following a material qualifying transaction. The covenant calculation for EBITDA allows for material project adjustments, which result in materially lower leverage calculations than its S&P Global Ratings-adjusted figures. As of Sept. 30, the company's leverage ratio, as calculated under the agreement, was 5.11x, with an interest coverage ratio of 2.56x. Separately, a default or termination of the contract under the fourth-quarter 2022 transactions or certain other customer contracts and the failure to make payments thereunder, could result in a default under the senior secured credit facility, which could result in cross-defaults or other consequences under the company's other debt facilities. S&P said, "The negative outlook reflects our view that Enviva could face a potential default scenario over the next six months because of a liquidity shortfall, absent any unforeseen positive developments. This could happen if the company is unable to achieve waivers on its covenant agreements, cannot successfully renegotiate its contracts, or if Enviva pursues a distressed debt exchange. "We could consider a negative rating action if there is a virtual certainty that the company will default, either by an announcement of a restructuring, that it will miss an interest payment, or if Enviva initiates a distressed debt exchange. "We could take a positive rating action if default scenarios were no longer a potential risk over the next six months. This could happen if the company is no longer at risk of covenant violations and improved its operations such that that near-term liquidity risk is alleviated. A positive rating action would also require Enviva's debt trading values to increase such that the risk of a subpar repurchases is reduced." EVANGELICAL RETIREMENT: Reaches $115-Mil. Bankruptcy Sale Deal -------------------------------------------------------------- James Nani of Bloomberg Law reports that Illinois retirement community Evangelical Retirement Homes of Greater Chicago Inc. has struck an agreement to sell its assets to a winning bidder in a deal worth $114.8 million, the bankrupt nonprofit told a federal court. The continuing care retirement community, which does business as Friendship Village of Schaumburg, said it would receive $35.6 million at closing from winning bidder IL CCRC LLC, according to a court filing Thursday, October 26, 2023, in the US Bankruptcy Court for the Northern District of Illinois. About Evangelical Retirement Homes of Greater Chicago Evangelical Retirement Homes of Greater Chicago, Incorporated sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-07541) on June 9, 2023. In the petition signed by its chief executive officer, Michael Flynn, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Bruce C. Dopke, Esq., at Dopkelaw, LLC and Polsinelli, PC as legal counsels, and WYSE Advisors, LLC as financial advisor. The U.S. Trustee for Region 11 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Crane, Simon, Clar & Goodman. FRANCHISE GROUP: S&P Downgrades ICR to 'B-' on Weak Performance --------------------------------------------------------------- S&P Global Ratings lowered its issuer-credit rating on Franchise Group Inc. (FRG) to 'B-' from 'B'. At the same time, S&P lowered its issue-level rating on the company's second-lien term loan to 'CCC' from 'CCC+' and its 'B+' rating on the company's first lien term loan to 'B.' The negative outlook reflects S&P's view that we expect the company to face continued operational challenges in the coming year. S&P said, "Franchise Group reported revenue declines and an operating loss in the third quarter which were weaker than we expected and we have revised down our 2023 and 2024 estimates. In light of the weak third quarter, we have revisited our forecast and now expect S&P Global Ratings-adjusted group leverage to exceed 6x through fiscal 2024. Our credit measures include funded debt held at direct parent Freedom VCM Inc (about $475 million) and the securitized receivables from Badcock's customer financing business. Most of the company's segments reported deterioration but the decline at Badcock was especially steep, which has faced a double-digit decline over the past several quarters. The home furnishing segments (which make up close to 40% of total revenue) have underperformed throughout 2023 and we expect challenging operating conditions will continue as these segments are exposed to very weak demand trends as consumers pull back discretionary spending. "Overall we believe the company's high debt burden following a management buyout earlier in the year has been compounded by weak operating performance and could lead to its capital structure becoming unsustainable. In addition to the leveraging take-private transaction completed in August, we believe there are increased execution risks associated with timely execution of transactions that could reduce leverage. For instance, the Badcock acquisition took place in November 2021, and the company intended to transition the consumer financing business to third parties to de-risk the balance sheet. However, as of the third quarter of 2023 there were approximately $230 million of securitized receivables on the balance sheet. Given the recent weak performance in the segment, we are more cautious about the company's ability to transition the financing business. "We no longer expect the company to generate positive free operating cash flow. FRG's reported EBITDA to interest coverage is very thin at less than 1.5x through the first nine months of the year. Reported income from operations declined materially and was slightly negative in the first nine months of 2023 due to significant margin deterioration on moderately lower sales. We expect working capital will continue to be affected by the Badcock customer receivables in 2023, further weakening cash flow. We now forecast free operating cash flow to be negative in 2023. Given the pressured margins and higher interest expense, we believe the company would have to significantly improve operating performance in 2024 to generate positive cash flow. "The negative outlook reflects that we could lower our rating on FRG over the next 12 months if its operating performance faces a greater pressure than forecast." S&P could lower its rating if: -- The company is not on track to meaningfully improve profitability to drive free operating cash flow (FOCF) generation or is unable to reduce debt levels through divestitures or other means. -- S&P Global Ratings-adjusted group leverage remains above 6x; and -- S&P believes its capital structure is unsustainable. This could occur if liquidity is pressured and the company is not able to generate consistently positive FOCF. S&P could revise the outlook to stable if: -- The company improves leverage and demonstrates improved operating prospects such that it generates positive FOCF and business prospects stabilize; and -- It sustains S&P Global Ratings-adjusted group leverage of less than 6x. S&P said, "Governance is a moderately negative consideration in our credit rating analysis of Franchise Group. Following the go-private transaction, we believe financial policy could be more aggressive and potentially prioritize shareholder returns. We also view key man risk as an important aspect of governance with CEO Brian Kahn controlling parent Freedom and having the right to appoint a majority of board members. "We are also monitoring developments associated with news last week regarding investment fund Prophecy Asset Management LP whose co-founder pleaded guilty to fraud. We understand FRG's CEO, Brian Kahn, had previous business dealings with this fund and various media outlets have reported that Mr. Kahn appears to be one of the two unnamed individuals referenced in a related SEC civil complaint brought against the Prophecy co-founder. We understand no charges have been brought against Mr. Kahn and are not aware of any direct impact on Franchise Group at this time. We also understand that Franchise Group's board has initiated an internal investigation led by outside counsel. Still, we note the situation is unresolved and could prove to be a distraction as the company navigates its strategy." FREE SPEECH: Jones Can't Use Chapter 11 to Avoid $1.1B Payment -------------------------------------------------------------- The Associated Press reports that a Texas judge has ruled that Infowars host Alex Jones cannot use bankruptcy protection to avoid paying more than $1.1 billion to families who sued over his conspiracy theories that the Sandy Hook school massacre was a hoax. The decision is another significant defeat for Jones in the wake of juries in Texas and Connecticut punishing him over spreading falsehoods about the nation's deadliest school shooting. U.S. District Judge Christopher Lopez of Houston issued the ruling Thursday, October 19, 2023. Jones filed for Chapter 11 bankruptcy protection last 2022 and more recent financial documents submitted by his attorneys put his personal net worth around $14 million. But Lopez ruled that those protections do not apply over findings of "willful and malicious" conduct. "The families are pleased with the Court's ruling that Jones's malicious conduct will find no safe harbor in the bankruptcy court," said Christopher Mattei, a Connecticut lawyer for the families. "As a result, Jones will continue to be accountable for his actions into the future regardless of his claimed bankruptcy." An attorney for Jones did not immediately return a message seeking comment Friday, October 20, 2023. On his Infowars website, Jones posted a video saying the judge's ruling will have little practical effect because he is over $1 million in debt personally and has little to pay the Sandy Hook families. He also said he continues to appeal the verdicts. "It's all academic. I don't have a million dollars," he said. "My company has a few million, but that's just to pay the bills and my product in the future. So we are literally on empty. So this idea that ... we're going to take your money away doesn't exist because the money doesn't exist. It's all political. "At the end of the day, they won't take my free speech away," he said. "I'm still going to be on the air one way or another." After 26 people were killed by a gunman at Sandy Hook Elementary School in Newtown, Connecticut, in 2012, Jones made a false conspiracy theory a centerpiece of his programing on his flagship Infowars show. He has been telling his audience to donate to him and shop on the Infowars website so he can keep doing his program and pay his legal costs. But Jones' personal spending topped $93,000 in July alone, including thousands of dollars on meals and entertainment, according to his monthly financial reports in the bankruptcy case. The spending stuck a nerve with Sandy Hook families as they have yet to collect any of the money that juries awarded them. Sandy Hook families won nearly the $1.5 billion in judgments against Jones last year in lawsuits over repeated promotion of a false theory that the school shooting never happened. The amount of money Jones owes Sandy Hook families could grow even larger. Another lawsuit is pending in Texas, brought by the parents of 6-year-old Noah Pozner, one of the children slain in the attack. A trial date has not yet been set. Relatives of the victims testified at the trials about being harassed and threatened by Jones' believers, who sent threats and even confronted the grieving families in person, accusing them of being "crisis actors" whose children never existed. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Alexander E. Jones filed for personal bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on Dec. 2, 2022, listing $1 million to $10 million in assets against liabilities of $1 billion to $10 billion in liabilities. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan, and Antonio Ortiz are representing Alex Jones. FTX GROUP: Wants Records From Altruism-Tied Organization -------------------------------------------------------- Aislinn Keely of Law360 reports that FTX is seeking records from an organization with ties to the effective altruism movement, the Center For Applied Rationality, according to a request to conduct an examination into whether the nonprofit received more than $4 million of the estate's funds. 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. GENESIS GLOBAL: Exclusive Solicitation Period Extended to Dec. 7 ---------------------------------------------------------------- The Bankruptcy Court on Oct. 30, 2023, entered an order extending Genesis Global Holdco, LLC, et al.'s exclusive period to propose and solicit acceptances of a Chapter 11 plan. Pursuant to Section 1121(d) of the Bankruptcy Code, the exclusive filing period pursuant to Section 1121(b) of the Bankruptcy Code is extended through and including Nov. 7, 2023. Pursuant to Section 1121(d) of the Bankruptcy Code, the exclusive solicitation period pursuant to Section 1121(c) is extended through and including Dec. 7, 2023. Yun Park of Law360 reported that an ad hoc creditor group of Genesis Global Holdco LLC earlier asked a New York bankruptcy judge to decline the crypto lender's request to extend its exclusive right to propose reorganization plans and allow creditors to propose their own. But the New York judge gave bankrupt crypto firm Genesis Global another two weeks to file its Chapter 11 plan after it said Oct. 24, 2023, it expected to soon put out one that had been gaining support from key creditor groups. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC, is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GENESIS GLOBAL: Sued DCG After the NYAG Complaint ------------------------------------------------- Jonathan Randles of Bloomberg Law reports that bankrupt crypto lender Genesis Global Capital is dropping a proposed settlement with its parent, Digital Currency Group, focusing instead on suing the company, a lawyer for Genesis said on Tuesday, October 24, 2023. Genesis sued DCG last month to recover about $620 million in outstanding loans but continued to consider a separate possible way to get money for creditors: a repayment plan that it had preliminarily agreed to with its parent. That deal could have allowed unsecured creditors to recover between 70 and 90 cents on the dollar, according to Genesis, but at least some of the company's creditors were skeptical. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC, is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GEORGINA FALU: Hires Law Offices of Avrum J. Rosen as Counsel ------------------------------------------------------------- Georgina Falu Co, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ the Law Offices of Avrum J. Rosen, PLLC to handle its Chapter 11 case. 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 $670 per hour Associates $570 to $525 per hour Paralegals $200 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer is $10,000. As disclosed in court filings, 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. Alex E. Tsionis, Esq. Law Offices of Avrum J. Rosen, PLLC 38 New Street Huntington, NY 11743 Tel: (631) 423-8527 About Georgina Falu Co, LLC Georgina Falu Co, LLC in New York, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11004) on June 27, 2023, listing $2,430,026 in assets and $1,497,164 in liabilities. Georgina Falu as CEO, signed the petition. Judge Michael E. Wiles oversees the case. THE LAW OFFICES OF CHARLES A. HIGGS serve as the Debtor's legal counsel. GRIFFON GANSEVOORT: Unsecureds to be Paid in Full in Sale Plan -------------------------------------------------------------- Griffon Gansevoort Holdings LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement describing Plan of Reorganization dated November 6, 2023. The Debtor owns the real property at 55 Gansevoort Street, New York, New York, (the "Property"). The Property is a commercial building subject to a triple net lease with Restoration Hardware, Inc. Based on a contract of sale with Restoration Hardware, the Debtor estimates that the Property value is $57,711,000. The Property is encumbered by a first mortgage lien held by Mishmeret Trust Company Limited, as trustee for those certain Debentures (Series B) issued by Delshah Capital Limited pursuant to that certain Deed of Trust dated January 5, 2016, as amended (the "Mortgagee"). The Debtor's obligation to the Mortgagee arises from the Debtor's guarantee of an obligation of Delshah Capital Limited ("DCL"), a parent company. The Debtor has a signed contract to sell the Property to Restoration Hardware, Inc. for $57,711,000. The deposit is $2,885,550 in escrow. The contract provides for December 1, 2023 target closing date and December 21, 2023 outside closing date. Thus, by selling the Property in this Court, the Debtor has ensured payment to general unsecured creditors despite the fact that they are subordinate to the Mortgagee. Moreover, the Debtor's obligation to the Mortgagee is denominated in Israeli Shekels, and given the currently depressed exchange rate, the purchase price is sufficient no only to pay all of the Debtor's creditors in full in cash at closing, but, to provide a distribution to the Debtor's sole owner in conjunction with the related case of 100 Christopher Street Propco LLC. In the meantime, the Debtor intends to preserve and protect the Property by operating in the ordinary course of business. Since the Lease is triple net, including payment of insurance and taxes, the Debtor anticipates no use of cash collateral pending the sale. Class 5 consists of General Unsecured Claims. Projected maximum Allowed Claims total approximately $180,955. Payment in full in Cash on the Effective Date of Allowed Amount of each Claim, plus interest at the Legal Rate through the payment date. This Class is Unimpaired and deemed to have accepted the Plan. Class 5 will continue own its Interests and shall receive all remaining sale proceeds after payment of Administrative, Priority and Class 1 through 5 Claims. Effective Date obligations under the Plan will be satisfied from the proceeds of sale of the Property under the contract annexed to the Plan. If the sale does not close by December 21, 2023, or if it is determined before December 21, 2023, that the Purchaser is not closing, the Debtor shall market Property through Meridian Capital Group LLC and sell the Property, subject to Bankruptcy Court approval, provided, however, that in the event of a sale under the Plan pursuant to the Bidding and Auction Procedures before moving forward with such sale, the Debtor shall obtain Bankruptcy Court approval for the dates, amounts and other terms necessary and or helpful to complete such Bidding and Auction procedures. A full-text copy of the Disclosure Statement dated November 6, 2023 is available at https://urlcurt.com/u?l=i17LuP from PacerMonitor.com at no charge. Attorneys for the Debtor: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 488 Madison Avenue New York, New York 10022 Telephone: (212) 593-1100 Facsimile: (212) 644-0544 About Griffon Gansevoort Griffon Gansevoort Holdings LLC owns the real property at 55 Gansevoort Street, New York, New York, (the "Property"). The Debtor filed Chapter 11 Petition (Bankr. S.D.N.Y. Case No. 23-11771) on November 6, 2023. Mark A. Frankel of Backenroth Frankel & Krinsky, LLP represents the Debtor as legal counsel. GRUPO HIMA: Hires Morales Boscio Law Offices as Special Counsel --------------------------------------------------------------- Grupo Hima San Pablo, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Morales Boscio Law Offices, PSC, as special counsel. The firm will assist the Debtors to recover medical plans outstanding claims due to the estate, including monies, property or any other owed by insurance healthcare providers or agents, as a result of a settlement agreement or judgment. The firm will charge a reduced hourly fee of $200, which will be deducted from a 15 percent contingent fee applied to any amount recovered in excess of $6,000,000. If any settlement agreement is reached within two months from the application with the bankruptcy court as special counsel, a 10 percent contingency fee will be applied to any amount in excess of $6,000,000. 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: Jose A. Morales Boscio, Esq. Morales Boscio Law Offices 1225 Ave. Ponce de Leon San Juan, PR 00907 Tel: (787) 473-7778 Email: jamb@mbprlaw.com About Grupo Hima San Pablo, Inc. Grupo HIMA San Pablo, Inc. serves as a diversified healthcare services holding company pursuant to a corporate reorganization of several businesses related by common ownership. Through its subsidiaries and affiliates, Grupo HIMA San Pablo 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 company, Home Care Service (including infusion therapies and wound care), a free-standing ambulatory center and a 16-ambulance service company. Grupo HIMA San Pablo and its affiliates filed Chapter 11 petitions (Bankr. D. P.R. Lead Case No. 23-02510) on Aug. 15, 2023. In the petition signed by its chief executive officer, Armando J. Rodriguez-Benitez, Grupo HIMA San Pablo disclosed $500 million to $1 billion in assets and $100 million to $500 million in liabilities. Judge Enrique S. Lamoutte Inclan oversees the cases. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC and Pietrantoni Mendez & Alvarez, LLC serve as the Debtors' bankruptcy counsel and special counsel, respectively. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 7, 2023. Porzio, Bromberg & Newman, P.C. is the committee's legal counsel. Edna Diaz De Jesus is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GSS18 LLC: Seeks to Hire DMG Realty as Real Estate Broker --------------------------------------------------------- GSS18, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ DMG Realty as real estate broker. The firm will market and sell the Debtor's residential unit located at 16001 Collins Avenue, Unit 4, Sunny Isles Beach, FL 33160-5511. The firm will be paid a commission of 5.5 percent of the purchase price. 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: Joel Dominguez 11890 SW 8th Street Ste 510 Miami, FL 33184 Tel: (786) 413-5734 Email: joel@dmgrealty.com About GSS18, LLC GSS18, LLC is an owner and landlord of a single residential unit in Surfside, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-15358) on July 9, 2023, with $1,500,000 in assets and $4,278,345 in liabilities. Liora Thause, managing member, signed the petition. Judge Laurel M. Isicoff oversees the case. Kevin Christopher Gleason, Esq., at Florida Bankruptcy Group, LLC is the Debtor's legal counsel. H.A. STEWART TRUCKING: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------------ H.A. Stewart Trucking LLC filed for chapter 11 protection in the Western District of Pennsylvania. According to court filings, the Debtor reported between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About H.A. Stewart Trucking H.A. Stewart Trucking LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-22125) on Oct. 5, 2023. In the petition signed by Hussien Ali Stewart, member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. The Debtor is represented by: Christopher M. Frye, Esq. Steidl & Steinberg 235 West Chestnut Street Apt. 811 Washington, PA 15301 HAVRE EAGLES: Unsecureds Get Remaining Proceeds After Other Claims ------------------------------------------------------------------ Havre Eagles Manor submitted a Disclosure Statement for Plan of Liquidation. The primary assets of the estate are: A. Real Property: This property consists of an adult independent living facility located at 20 Third Street West, Havre, Montana. This property has an approximate value of $1,750,000. This property is secured to NCP East LLC by a Deed of Trust. There is approximately $1,780,000.00 owed on this property. Harmon Property, LLC is also secured on the property due to a Construction Lien filed in the approximate amount of $400,000.00. B. Cash on Hand and in the Bank: As of September 30, 2023, Debtor had approximately $26,165.21 in a checking account and $5,613.34 in a savings account at Independence Bank. This property has no liens. C. Tenant Security Deposits: As of September 30, 2023, the tenant security deposits held by Debtor are in the approximate amount of $30,775.10. This property has no liens. D. Accounts Receivable: As of September 30, 2023, Debtor had accounts receivable in the amount of $18,965.73. E. Office Equipment and Furnishings: This property consists office furniture valued at approximately $3,023.00 and equipment valued at approximately $9,364.00. This property has no liens. Claims Against Tamarack Property Management Co. and Kirk Bruce, Affiliated Developers: Debtor has claims against Tamarack Property Management Co. and Kirk Bruce for fraud, negligence, breach of contract, and other claims. Debtor will be employing Jason T. Holden and Faure Holden Attorneys at Law, P.C. to pursue a lawsuit against Tamarack Property Management Co. and Kirk Bruce. The lawsuit has not yet been filed but Debtor expects it to be filed in the near future. Debtor's values are based on Debtor's experience and past appraisals. The Debtor has sufficient resources to continue operations during the plan. Debtor believes the Manor will be profitable which will result in a better environment to sell the property. Debtor expects it will take 2 years or less to sell. Under the Plan, Class III consists of Unsecured claims and impaired. Below is a list of unsecured creditors with their respective claims: Ramona Witt - $12,000.00 US Bank - $4,413.00 (proof of claim - $4,974.52) Internal Revenue Service - $18.45 NCP East, LLC - $276,625.01 The building will be listed for sale. In the event the property sells, the proceeds will go first to pay costs of sale (including Realtor fees and costs of closing), then to any property taxes due, then to Harmon Properties, LLC and NCP East, LLC to pay their allowed amounts in full, then to administrative claims, then to priority claims, and then to unsecured allowed claims pro rata. Debtor believes unsecured creditors would receive up to 100% of their claims if the property sells at its value. If the property does not sale, there would be no equity and unsecured creditors would receive no monies. The Debtor has determined that, based upon reasonable liquidation values of real property and personal property, there will be sufficient monies available for distribution to unsecured creditors depending on the sale of the real property as set forth above. Debtor believes the Liquidating Plan will generate more proceeds to creditors while reducing expenses such as a Chapter 7 Trustee's 25% fee and further attorney fees. In a Chapter 7, the Trustee will close the business to prevent liability which will decrease the likelihood of sale of the building if not negate any possibility of sale. Attorney for the Debtor: Gary S. Deschenes, Esq. DESCHENES & ASSOCIATES LAW OFFICES 309 First Ave. North P.O. Box 3466 Great Falls MT 59403-3466 E-mail: gsd@dalawmt.com Telephone: (406) 761-6112 A copy of the Plan of Liquidation dated October 18, 2023, is available at https://tinyurl.ph/uhUgY from PacerMonitor.com. About Havre Eagles Manor On June 20, 2023, Havre Eagles Manor commenced a voluntary reorganization proceeding by the filing of a voluntary Petition under Chapter 11 of the United States Bankruptcy Code. The Debtor is engaged in the business of operating an adult independent living facility in Havre, Hill County, Montana. The creditors of Havre Eagles Manor are urged to read the Disclosure Statement and Plan of Liquidation of the Debtor in order to fully understand the Debtor’s liquidation efforts. The debtor is represented by Gary S. Deschenes, Esq. HERTZ CORP: U.S Bank, Wells Fargo Insist on Claims After Ch. 11 --------------------------------------------------------------- Jennifer Kay of Bloomberg Law reports that Wells Fargo Bank N.A. and US Bank N.A. want a federal appeals court to force The Hertz Corp. to pay hundreds of millions of dollars the banks say are owed to noteholders left out of the rental car company's Chapter 11 plan. The banks seek the reversal of a December 2021 ruling from the US Bankruptcy Court for the District of Delaware dismissing their claims for make-whole premiums on a series of unsecured notes that totaled $2.7 billion. "We're deprived as unimpaired creditors. We were deemed to accept, and so we get nothing," an attorney for the banks, Mark Stancil of Willkie Farr & Gallagher LLP, argued Wednesday before a three-judge panel of the US Court of Appeals for the Third Circuit. "It's beyond serious dispute that the plan would have been confirmable had we been treated as impaired." The bankruptcy plan confirmed in June 2021 didn't include payment of make-whole premiums to the noteholders, and it classified the notes as "unimpaired," meaning those creditors didn’t have the right to vote on the plan. It also only provided for the federal judgment rate for the interest payable on the noteholders' claims. One day after Hertz emerged from bankruptcy, Wells Fargo and US Bank, the trustees for the unsecured notes, launched adversary proceedings in the bankruptcy court seeking payment of make-whole premiums of roughly $147 million and post-petition interest on the noteholders’ claims at the contract default rate, not the federal judgment rate, in an amount over $125 million. Hertz argues the banks received everything they were owed. "It's worth asking the question, why is an unimpaired class resisting getting paid in full?" Hertz's attorney, Paul Clement of Clement & Murphy PLLC, told the panel. "We're giving them what an impaired class would get in terms of post-petition interest. The only thing they don't get is the same post petition interest plus a vote," he said. "Giving somebody a vote on a plan that doesn’t impair them is just a non sequitur." Judges David Porter, Thomas Ambro, and Cheryl Ann Krause heard the arguments, questioning the attorneys extensively on the legislative history of federal bankruptcy codes and precedents set by other appeals courts. Hertz is represented by Clement & Murphy PLLC, White & Case LLP, and Ashby & Geddes. Wells Fargo is represented by Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor LLP. US Bank NA is represented by Nixon Peabody LLP and Cross & Simon LLC. The cases are In re The Hertz Corp., 3d Cir., Nos. 23-1169 and 23-1170, argument 10/25/23. About Hertz Corp Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversaw the cases. Hertz Global and its subsidiaries emerged from Chapter 11 bankruptcy at the end of June 2021. Hertz won approval of a Plan of Reorganization that unimpaired all classes of creditors (who are legally deemed to have accepted it) and was approved by more than 97% of voting shareholders. The Plan provided for the existing shareholders to receive more than $1 billion of value. Hertz's Plan eliminated over $5 billion of debt, including all of Hertz Europe's corporate debt, and will provide more than $2.2 billion of global liquidity to the reorganized Company. Hertz also emerged with (i) a new $2.8 billion exit credit facility consisting of at least $1.3 billion of term loans and a revolving loan facility, and (ii) an $7 billion of asset-backed vehicle financing facility, each on favorable terms. HIGHLAND CAPITAL: Attorneys Want Contempt Motion Tossed ------------------------------------------------------- Emily Lever of Law360 reports that law firms accused by defunct hedge fund Highland Capital Management LP of violating release provisions of its Chapter 11 case by pursuing a stalking claim against a former Highland executive have asked a Texas bankruptcy judge to toss Highland's contempt motion, saying it was a tactic to dodge discovery obligations. About Highland Capital Management Highland Capital Management, LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. Jernigan is the case judge. At the time of the filing, Highland had between $100 million and $500 million in both assets and liabilities. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Foley & Lardner LLP as special Texas counsel, and Teneo Capital, LLC as litigation advisor. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. The U.S. Trustee for Region 6 appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP and Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, and FTI Consulting, Inc. as financial advisor. HOWARD MIDSTREAM: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has assigned Howard Midstream Energy Partners, LLC a 'BB-' Long-Term Issuer Default Rating (IDR) and has assigned a 'BB-'/'RR4' rating to Howard's senior unsecured debt. The Rating Outlook is Stable. The ratings are based on Fitch's expectations that over 90% of run-rate EBITDA will be derived from fixed-fee contracts, including nearly half of it coming from long-term revenue assurance-type contracts. Fitch views Howard's degree of geographic and business line diversity positively, despite its relatively smaller size with EBITDA expected in the $250 million to $300 million range. Fitch considers Howard's expected leverage and financial flexibility strong for its rating category. Rating concerns include meaningful volumetric risks, exposure to high-yield or unrated private counterparties, and a small but not immaterial direct commodity price exposure. The Stable Outlook reflects Fitch's expectations of supportive underlying fundamentals including export market demand for U.S. hydrocarbons, discerning execution of growth projects while maintaining balance sheet strength, and implementation of prudent financial policies. Fitch views EBITDA size as a limiting factor for Howard, and the Stable Outlook incorporates the view that, in the medium term, Howard is unlikely to achieve an EBITDA level that would merit a positive rating action. KEY RATING DRIVERS Stable Cashflow Profile: Over 90% of Howard's EBITDA is expected to be generated from fixed-fee contracts, reducing direct commodity price exposure. Additionally, roughly half of Howard's EBITDA is expected to come from a combination of long-term minimum volume commitment (MVC) and take-or-pay contracts, providing protection against volumetric risks. Though still exposed to meaningful volumetric risk, historically, the regions where Howard operates have demonstrated good resiliency during commodity price downturns. Furthermore, some of Howard's assets have features that provide structural exclusivity, reducing the risk of lost business due to competition. Howard seeks to reduce volatility for a small portion of its direct commodity price exposed businesses via back-to-back marketing arrangements, but these operations continue to be a source of cash flow variability for the company. Improving Financial Profile: Howard's leverage is expected to be elevated around 4.5x in 2023, as the company completes spending on a few growth projects. Fitch expects leverage to improve beginning in 2H24 and move into the 3.5x-4.0x range over the forecast period, as cashflows come in from completed growth projects and capex reduces, relative to recent history. Fitch considers Howard's leverage strong for the rating category. Howard simplified its capital structure in 2022 by converting outstanding preferred units into common units, eliminating the preferred units' distribution burden. In July 2023, the company issued additional fixed-rate senior unsecured debt, the proceeds from which were used to pay down floating-rate borrowings (revolver). These transactions have eased Howard's interest burden and improved its financial flexibility and liquidity, which Fitch considers robust for a company of Howard's size. Reasonably Diversified Business: Fitch views Howard's level of geographic and business line diversity positively, for a company of its size and scale. Howard has operations spanning five distinct regions in the U.S. and Mexico. Nearly 50% of Howard's EBITDA in the medium term is expected to come from South Texas, located in the dry gas portion of the Eagle Ford formation. Howard has a sizeable presence in the Marcellus formation (Appalachia basin) and the U.S. Gulf Coast, with EBITDA contributions from the regions expected to be approximately 20% and 30%, respectively. Relative to its EBITDA, Howard has a small presence in the Permian and Mid-continent regions. The company predominantly provides natural gas gathering, processing, and transportation services (nearly 75% of expected EBITDA), but also has a sizeable liquids storage and terminaling business (roughly 25% of expected EBITDA). Howard's Spears Pipeline in South Texas, expected to be online in 4Q23, will provide customers additional takeaway capacity and access to the growing LNG export markets via various interconnects. In addition, Howard has expanded its renewable diesel terminaling facility with additional capacity placed into service in August 2023. Both projects are underpinned by long-term MVC contracts, which is expected to benefit Howard's size and cash flow profile. Howard currently has a relatively modest presence in the Permian; however, Fitch believes it is of strategic importance to the company, and could play a pivotal role in future growth. Decent Customer Credit Quality: Howard has significant multi-year revenue-assurance contracts with its top customers. Howard's top 10 customers are expected to contribute over 75% of attributable gross margin over the forecast period. While some of Howard's customers are investment-grade counterparties, the majority of its top 10 customers are either high-yield or small private (unrated) companies, exposing the company to some counterparty risk. Fitch expects credit quality of most of Howard's top customers to remain intact, at least in the near term. Howard's customers are mostly oil and gas E&P companies and refiners, primarily natural gas focused, but also includes large regulated utilities. Fitch regards utilities as 'Demand-pull' systems, with customers focused on service reliability and steady natural gas needs, and considers these customers "sticky". Fitch generally views natural gas pipelines with demand-pull characteristics as lower risk versus supply-push pipelines which serve E&P companies. Supportive Ownership: Fitch views Howard's ownership as supportive of its credit quality, despite a lack of explicit rating linkages. AIMCo (93% ownership) demonstrated its support for Howard with the suspension of dividends in 4Q21 to fund a slate of attractive growth projects. Dividends are not expected to resume until currently in-process growth projects are placed into service. Fitch believes AIMCo would support future expansion capital, should cash on hand/operating cash flows not be sufficient. DERIVATION SUMMARY NuStar Energy, L.P. (NuStar; BB/Stable) is a peer insofar as NuStar generates a significant portion of its EBITDA under fixed-fee arrangements, a portion of which also has minimum volume commitments, and has operations in multiple parts of the U.S., with a small presence in Mexico. From a business line perspective, NuStar is different than Howard as NuStar transports and stores crude oil, refined products and anhydrous ammonia, in addition to renewable fuels. As such, NuStar and Howard both have some geographic and business line diversity. However, Fitch believes NuStar has lower business risk compared to Howard, given the more stable demand dynamics around refined products compared to natural gas and NGLs. NuStar is larger than Howard with EBITDA expected to be greater than $700 million, compared with $250 million to $300 million at Howard. Howard has a greater proportion of cashflows coming from long-term revenue assurance contracts at approximately 50%, compared with roughly 33% at NuStar. NuStar, however, has relatively higher credit quality counterparties. NuStar's leverage is expected to remain around 5.0x over the forecast period, which is higher compared with expectations of 3.5x-4.0x for Howard. Howard's smaller relative size, comparatively lower counterparty credit quality, and higher business risks outweigh lower leverage and greater proportion of MVC contracts, leading to a one-notch difference in their IDRs. M6 ETX Holdings II MidCo, LLC (M6; B+/Stable), like Howard, is largely a fixed fee-based natural gas gathering, processing, and transportation company with operations in a dry gas basin (M6 in the Haynesville and Howard in the Eagle Ford and Appalachian basins). M6 is smaller comparatively, with expected EBITDA under $200 million in the medium term. M6 also lacks geographic and business diversity compared to Howard. M6 is expected to generate a smaller proportion of EBITDA under long-term MVC contracts at around 20%-25% and M6 has a higher portion of expected cashflows with direct commodity price exposure, at 10%-15%, compared with Howard around 5%-8%. M6 has higher credit quality customers compared to Howard, but has higher relative customer concentration. M6 leverage, which is expected to decline below 3.5x in the medium term, is lower than Fitch's expectations for Howard. Howard, however, has more robust financial flexibility, afforded by a $1 billion revolver (currently approximately $900 million in available capacity), compared to M6's $75 million revolver. Howard's larger size and scale, better geographic and business diversity, superior cashflow profile, and greater financial flexibility, more than offsets the lower leverage expectations at M6, leading to a one-notch difference between their IDRs. KEY ASSUMPTIONS - Fitch's base case of Natural Gas at Henry Hub of $2.8/mcf, $3.25/mcf, $3/mcf, $2.75/mcf in 2023, 2024, 2025, and 2026 and mid-cycle, respectively; - Fitch's base case West Texas Intermediate (WTI) oil price of $75, $70, $65, $60, and $57 in 2023, 2024, 2025, 2026, and mid-cycle, respectively; - Oil and Gas activity levels in the regions where Howard operates consistent with Fitch's base case for oil and gas prices; - Base interest rate for the credit facility reflects Fitch's Global Economic Outlook, e.g., 5.75%, 4.5%, and 3.25% for 2023, 2024, and 2025 respectively; - Successful execution of growth projects and growth capital spend consistent with management guidance; - South Texas, Port Arthur, and West Texas volumes increase as expanded capacity comes online, and is partially offset by volume decline in the Northeast; - Distributions from the joint ventures received in accordance with the agreements; - Common dividends remain suspended in the near-term, increasing over the medium term, and no major debt financed distributions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - An upgrade is not expected in the near term given Howard's limited size and scale. However, a positive rating action/upgrade could occur if Howard's size and scale increases significantly with EBITDA leverage expected to sustain at approximately 3.0x or below; - A significant increase in the percentage of EBITDA coming from take-or-pay or minimum volume commitment contracts. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage expected to be sustained above 4.0x; - Any event that leads to meaningful uncertainty as to the future performance by top counterparties relative to contracts with minimum payments; - A significant decrease in the percentage of EBITDA coming from take-or-pay-type or minimum volume commitment contracts; - Sustained high capital expenditures or a change in financial policy that reduces Howard's credit quality; - Acquisitions or large growth projects not funded in a balanced manner and/or meaningfully increase Howard's overall business risk. LIQUIDITY AND DEBT STRUCTURE Ample Liquidity: As of July 31, 2023, Howard had a total liquidity of approximately $916 million. The company had roughly $18 million of cash on the balance sheet and approximately $898 million available under its $1 billion first lien secured revolving credit facility (net of approximately $2 million in letters of credit). The credit facility matures on December 16, 2026. Howard's $400 million and $550 million senior unsecured notes mature in 2027 and 2028, respectively. Covenants on the credit facility permit a maximum total leverage ratio of 5.0x, senior secured leverage of 3.75x, and a minimum interest coverage ratio of 2.5x. As of June 30, 2023, Howard was compliant with all the covenants and had a total leverage, senior secured leverage, and interest coverage ratios of 3.95x, 2.37x, and 3.75x respectively (as calculated under the credit agreement). Fitch expects Howard to have ample liquidity in the medium term. ISSUER PROFILE Howard Midstream Energy Partners, LLC is a midstream company that provides natural gas, crude oil, and refined products gathering, processing, storage, terminaling, and transportation services to primarily oil and gas, and some utility companies. Howard's operations are located across five distinct regions of the United States, with a modest presence in Mexico. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch's calculation of adjusted EBITDA excludes equity in earnings from unconsolidated affiliates and includes cash distributions from those unconsolidated affiliates. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This 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. Entity/Debt Rating Recovery ----------- ------ -------- Howard Midstream Energy Partners, LLC LT IDR BB- New Rating senior unsecured LT BB- New Rating RR4 HTG MOLECULAR: Trustee Hires Avon River Ventures as Broker ---------------------------------------------------------- Christopher Linscott, the Trustee for HTG Molecular Diagnostics, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Avon River Ventures, LLC as broker. The firm's services include: a. creating an intellectual property Report, which will be used to market the IP and will be provided to the Chapter 11 Trustee; b. marketing the IP and to assist the Chapter 11 Trustee in identifying and evaluating candidates for any Disposition; c. preparing Marketing Materials in addition to the IP Report at no additional charge that it reasonably believes (based on its experience marketing and selling patents) will assist in marketing and selling the IP; and d. soliciting offers for the Disposition of the Patents from interested potential purchasers The firm will be paid as follows: a) $25,000 upon approval of the Retention Agreement (the "Initial Fee"); b) A percentage based upon the Gross Revenue derived from the Disposition of any or all of the IP (a "Commission") as follows: i. The Commission is 3 percent of Gross Revenue if the Disposition is closed with a potential target found by Avon. ii. The Commission is 1 percent of the Gross Revenue if the Disposition is closed with a contact that originated with the Chpater11 Trustee or the Debtor. 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: Krutarth Shah Avon River Ventures, LLC San Diego Ave San Francisco, CA 94112 Tel: (424) 338-5756 Email: connect@avonriverventures.com About HTG Molecular Diagnostics, Inc. HTG Molecular Diagnostics, Inc. is a commercial-stage company that develops and markets a technology platform to facilitate the routine use of complex molecular profiling. The Tucson, Arizona-based Company's HTG Edge and HTG EdgeSeq platforms, which is comprised of instrumentation, consumables and software analytics, automates the molecular profiling of genes and gene activity. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10732) on June 5, 2023. In the petition signed by Shaun McMeans, senior vice president and chief financial officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Kate Sickles oversees the case. Frederick B. Rosner, Esq., at The Rosner Law Group, LLC and MCA Financial Group, Ltd. serve as the Debtor's legal counsel and financial advisor, respectively. Silicon Valley Bank, as lender, is represented by Alex Rheaume, Esq., at Morrison & Foerster LLP. On June 22, 2023, the U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Mesch, Clark & Rothschild, P.C. and Womble Bond Dickinson (US), LLP serve as the committee's bankruptcy counsel and Delaware counsel, respectively. INTERNATIONAL LONGSHORE: Updates Restructuring Plan --------------------------------------------------- The International Longshore and Warehouse Union (the "ILWU") submitted an Amended Plan of Reorganization for Small Business dated November 2, 2023. The Debtor filed this subchapter V case to restructure its operations and affairs, and emerge as a stronger organization and labor union, to the benefit of the Debtor's many thousands of union members. All creditors with allowed administrative and priority claims against the Debtor will be paid in full on the Effective Date or otherwise in the ordinary course of business. The Debtor's financial projections show that the Debtor will have (a) projected disposable income of $733,000 and (b) an ending cash balance for the period of $548,000, which is net of the GUC Fund ($6.1 million) to be funded on the effective date of the Plan. This Plan of Reorganization proposes to pay creditors of International Longshore & Warehouse Union from Debtor's available cash, including, with respect to general unsecured creditors, as soon as reasonably practicable after the Effective Date. Holders of Class 3A Claims (ICTSI Litigation) will receive the proceeds of the GUC Fund ($6.1 million), which represents substantially all of the Debtor's cash on hand (other than a working capital reserve), as soon as reasonably practicable after the Effective Date. Class 3A is impaired and entitled to vote. Class 3B Claims (General Unsecured Claims) consist of all other non-priority general unsecured creditors of the Debtor. These claims include (1) approximately $100,000 in employee accrued personal time off and (2) the pending litigation matters, which are primarily equitable in nature and not reasonably capable of being reduced to monetary damages. The Debtor estimates that the aggregate non-contingent liquidated claims in Class 3B is approximately $100,000. Pursuant to this Plan, the Debtor does not seek a discharge with respect to Class 3B Claims and any such claims and related litigation will be reinstated on the Effective Date. Accordingly, Class 3B is unimpaired, deemed to accept, and not entitled to vote. All creditors with allowed administrative and priority claims against the Debtor will be paid in full on the Effective Date or otherwise in the ordinary course of business. The Debtor is unaware of any secured claims against the Debtor. With respect to general unsecured creditors, (1) the ICTSI will receive the proceeds of the GUC Fund as. soon as practicable after the Effective Date, and (2) any allowed Class 3B Claim will be paid from the Debtor's working capital reserve in the ordinary course of business. In all events, distributions will be made up to the allowed amount of the creditor's claim. As of the Effective Date, the Debtor's current management will continue in their management of the Debtor and administer the Plan, including, without limitation, the filing of objections to claims, making Plan payments and distributions pursuant to the Plan, and otherwise carrying out the provisions of the Plan. Pension Plan The Debtor sponsors the Pension Plan for Officers & Professional Staff of International Longshore & Warehouse Union (the "Pension Plan"). The Pension Plan is a multiple-employer defined benefit pension plan covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and insured by the Pension Benefit Guaranty Corporation ("PBGC"). The Pension Plan has a total of approximately 147 participants. Upon the Effective Date, the Debtor shall remain the sponsor of the Pension Plan and shall comply with all applicable statutory provisions under Title IV of ERISA, and the Internal Revenue Code of 1986, as amended. No provision contained in the Plan, the Confirmation Order, or the Bankruptcy Code (including section 1192 thereof), shall be construed as discharging, releasing, exculpating, or relieving the Debtor or any person or entity in any capacity, from any requirement under ERISA with respect to the Pension Plan, or any liability to the Pension Plan or the PBGC imposed under any law or regulation. PBGC and the Pension Plan shall not be enjoined or precluded from enforcing such liability as a result of any such provisions of satisfaction, release, injunction, exculpation, and discharge of claims in the Plan, Confirmation Order, or the Bankruptcy Code. A full-text copy of the Amended Plan dated November 2, 2023 is available at https://urlcurt.com/u?l=OBhARg from PacerMonitor.com at no charge. Debtor's Counsel: Jason H. Rosell, Esq. PACHULSKI STANG ZIEHL & JONES LLP One Sansome Street, Suite 3430 San Francisco, CA 94104 Tel: 415-263-7000 E-mail: 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. Cal. Case No. 23-30662) on Sept. 30, 2023, with $1 million to $10 million in assets and liabilities. William E. Adams, president, signed the petition. Jason H. Rosell, Esq. of PACHULSKI STANG ZIEHL & JONES LLP, is the Debtor's legal counsel. INTERPACE BIOSCIENCES: Incurs $614K Net Loss in Third Quarter ------------------------------------------------------------- Interpace Biosciences, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $614,000 on $9.08 million of net revenue for the three months ended Sept. 30, 2023, compared to a net loss of $14.21 million on $8.19 million of net revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $88,000 on $29.93 million of net revenue compared to a net loss of $20.39 million on $23.51 million of net revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $14.25 million in total assets, $30.39 million in total liabilities, $46.54 million in redeemable preferred stock, and a total stockholders' deficit of $62.68 million. Q3 represented the 3rd consecutive quarter of double-digit volume and revenue growth in 2023 compared to 2022, according to Chris McCarthy, chief financial officer. Tom Burnell, president and CEO, added, "in part due to expansion of test utilization by physicians, the execution of new and re-negotiated commercial contracts, as well as overall price improvement, the cash position of the Company allowed for the full re-payment of $2.5 million that was outstanding on the Company's Line of Credit with Comerica Bank." Additionally, Burnell said, "in an effort to continue to improve the Company's balance sheet, we fully satisfied the $3 million Terminal Payment owed to BroadOak Capital Partners as part of our long-term debt agreement." The Company was also able to re-negotiate the terms of the LTD, significantly reducing the cost of capital. Finally, Burnell added, "the resiliency of our team is second-to-none. They have endured restructuring, reimbursement challenges, and the shedding of non-performing assets all while optimizing operational efficiency and overall growth of superior molecular diagnostics for assessing the risk of pancreatic and thyroid cancers." The Company announced that it expects full-year 2023 revenue to exceed $40 million. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1054102/000149315223039909/form10-q.htm About Interpace Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- is a company that provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company develops and commercializes genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology. Interpace Biosciences reported a net loss of $21.96 million in 2022, a net loss of $14.94 million in 2021, a net loss of $26.45 million in 2020, and a net loss of $26.74 million in 2019. As of June 30, 2023, the Company had $15.94 million in total assets, $31.61 million in total liabilities, $46.54 million in redeemable preferred stock, and a total stockholders' deficit of $62.21 million. J.H.W. INC: Ward and Smith Represents First-Citizens & Burke County ------------------------------------------------------------------- The law firm Ward and Smith, P.A., filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of J.H.W., Inc., the firm represents: 1. First-Citizens Bank and Trust Company; and 2. Burke County, North Carolina, a body politic. First-Citizens is a North Carolina corporation, having its principal place of business and corporate offices located at 100 East Tryon Road, Raleigh, North Carolina. First-Citizens is a creditor of the Debtor. Burke County is a body corporate and politic with corporate offices located at 200 Avery Avenue, Morganton, North Carolina. Burke County was engaged in a construction contact with the Debtor pre-petition. Attorneys for First-Citizens Bank and Trust Company: Ward and Smith, P.A. Lance P. Martin, Esq. email: lpm@wardandsmith.com Norman J. Leonard, Esq. email: njl@wardandsmith.com Post Office Box 2020 Asheville, NC 28802-2020 Telephone: 828.348.6070 Facsimile: 828.348.6077 About J.H.W. Inc. J.H.W., Inc., in Morganton, NC, filed its voluntary petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 23-40137) on August 4, 2023, listing $509,459 in assets and $2,023,601 in liabilities. Wendell Fox as president/director, signed the petition. Judge J. Craig Whitley oversees the case. LAW OFFICES OF R. KEITH JOHNSON, P.A. serve as the Debtor's legal counsel. J.H.W. INC: Young, Morphis Represents 3 Creditors ------------------------------------------------- The law firm Young, Morphis, Bach & Taylor, LLP ("YMBT") filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of J.H.W., Inc., the firm represents: 1. Lake James Electric, LLC; 2. Strickland Acoustics; and 3. Hamby Brothers Concrete, Inc. Lake James is a North Carolina limited liability company, having its principal place of business and corporate offices located at 1599 US 70 W, Morganton, NC 28655. Lake James is a creditor of the Debtor. Strickland in an unincorporated business, having its principal place of business and offices located at 1168 Toodies Creek Road, Burnsville, NC 28714. Strickland is a creditor of the Debtor. Hamby is a North Carolina corporation, having its principal place of business and corporate offices located at 2051 Morganton Blvd. SW, Lenoir, NC 28645. Hamby is a creditor of the Debtor. Attorneys for Lake James: YOUNG, MORPHIS, BACH & TAYLOR, LLP Jimmy R. Summerlin, Jr., Esq. P.O. Drawer 2428 Hickory, NC 28603 Telephone: 828-322-4663 Facsimile: 828-324-2431 About J.H.W., Inc. J.H.W., Inc. in Morganton, NC, filed its voluntary petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 23-40137) on August 4, 2023, listing $509,459 in assets and $2,023,601 in liabilities. Wendell Fox as president/director, signed the petition. Judge J. Craig Whitley oversees the case. LAW OFFICES OF R. KEITH JOHNSON, P.A. serve as the Debtor's legal counsel. KALERA INC: Proposes Liquidated Plan After Sandton Sale ------------------------------------------------------- Kalera, Inc., and the Official Committee of Unsecured Creditors of Kalera, Inc., filed a Combined Plan and Disclosure Statement. This is a liquidating plan. The primary objective of the Plan is to liquidate the assets of the Estate in order to maximize the value of recoveries to all Holders of Allowed Claims and Equity Interests and to distribute all property of the Estate, or proceeds thereof, that is or becomes available for distribution generally in accordance with the priorities established by the Bankruptcy Code and terms of this Plan. The Plan Proponents believe that the Plan accomplishes this objective and is in the best interest of the Estate and its Creditors and therefore seek to confirm the Plan. The Plan contemplates the creation of a liquidating trust to liquidate and administer substantially all remaining property of the Debtor (i.e., the Liquidating Trust Assets), including Claims and Causes of Action, not sold, transferred or otherwise waived or released before the Effective Date and distributing the proceeds in accordance with this Plan and corresponding Liquidating Trust Agreement. The Plan provides for the liquidation of the Debtor's remaining assets and payment and distributions to Creditors, or other satisfaction, on or after the Effective Date, with respect to allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims, the Sandton Capital Secured Claim, Other Secured Claims, and General Unsecured Claims. Subject to the restrictions on modifications set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in Section XVI.A of this Combined Plan and Disclosure Statement, the Plan Proponents expressly reserve the right to alter, amend, or modify this Combined Plan and Disclosure Statement, including the Plan Supplement, one or more times before substantial consummation thereof. The Plan is a plan for the orderly liquidation of the Debtor and its Estate. The Debtor has sold substantially all of its assets to Sandton Capital following completion of a Bankruptcy Court approved sale process and auction via the Sale Order, which sale transaction closed on September 29, 2023. Under the terms of the Sale, the Debtor retained certain litigation claims, funds, and other assets which will allow for an orderly wind down of its operations and distributions to Creditors with Allowed Claims. The Plan contemplates the creation of a Liquidating Trust on the Effective Date for the purposes of effectuating the liquidation of the Liquidating Trust Assets and distributing the proceeds of the Liquidating Trust to the Beneficiaries of the Liquidating Trust. The Liquidating Trust shall issue Liquidating Trust Units to Beneficiaries of the Liquidating Trust, as described in this Plan and the Liquidating Trust Agreement. The Liquidating Trust shall be managed by a Liquidating Trustee in accordance with this Plan and the Liquidating Trust Agreement. The Liquidating Trustee shall be selected by the Committee, with the consent of Sandton Capital, and identified in the Plan Supplement. The primary purpose of the Liquidating Trust and its Liquidating Trustee shall be: (i) administering, monetizing and liquidating the Liquidating Trust Assets; (ii) resolving all Disputed Claims; and (iii) making all Distributions from the Liquidating Trust as provided for in the Plan and the Liquidating Trust Agreement. The Liquidating Trust Assets shall primarily consist of the Liquidating Trust Funding Amount and the Liquidating Trust Causes of Action. Following the Effective Date of the Plan, the Liquidating Trustee will be responsible for all payments and distributions to be made under the Plan. Each executory contract and unexpired lease to which the Debtor is a party shall be deemed rejected unless (a) otherwise provided herein or in the Plan Supplement or (b) the Debtor expressly assumes and assign such agreements before the Effective Date. Under the Plan, Class 4 consists of General Unsecured Claims. In full and final satisfaction of each Allowed General Unsecured Claim, the Holder of such Claim shall receive its Pro Rata Share of the Liquidating Trust Units, provided, however, that Sandton Capital shall not receive any portion of the proceeds of the sale(s) of Light Bulb Assets on account of any Class 4 Claim(s). Class 4 is impaired. "Liquidating Trust Assets" means (i) the Liquidating Trust Funding Amount, (ii) the Liquidating Trust Causes of Action, (iii) the Light Bulb Assets,6 , and (iv) all other Assets of the Debtor and its Estate as of the Effective Date, excluding Assets previously distributed and not otherwise subject to recovery. For the avoidance of doubt, the Liquidating Trust Assets exclude funds held in trust by the Liquidating Trust for the payment of certain identified Claims under the Plan. "Liquidating Trust Recoveries" means the recoveries from the Liquidating Trust on account of any proceeds from the liquidation of any Liquidating Trust Assets. "Liquidating Trust Units" means beneficial interests in the Liquidating Trust entitling each Holder thereof to receive its Pro Rata Share of Distributions of Liquidating Trust Recoveries. Attorneys to the Debtor: BAKER & HOSTETLER LLP Elizabeth A. Green, Esq. SunTrust Center, Suite 2300 200 South Orange Avenue Orlando, Florida 32801-3432 Telephone: (407) 649-4000 Facsimile: (407) 841-0168 Email: egreen@bakerlaw.com Jorian L. Rose, Esq. 45 Rockefeller Plaza New York, New York Telephone: (212) 589-4200 Facsimile: (212) 589-4201 - and - Michael T. Delaney, Esq. Key Tower, 127 Public Sq., Ste. 2000 Cleveland, Ohio 44114 Telephone: (216) 861-7874 Facsimile: (216) 696-0740 Email: mdelaney@bakerlaw.com Attorneys to the Official Committee of Unsecured Creditors: DYKEMA GOSSETT PLLC Basil A. Umari, Esq. Nicholas Zugaro, Esq. 5 Houston Center 1401 McKinney Street, Suite 1625 Houston, Texas 77010 Telephone: (713) 904-6900 Facsimile: (214) 462-6401 Email: bumari@dykema.com Email: nzugaro@dykema.com - and - Alexandria R. Rahn, Esq. 1717 Main Street, Suite 4200 Dallas, Texas 75201 Telephone: (214) 462-6400 Facsimile: (214) 462-6401 E-mail: arahn@dykema.com A copy of the Combined Plan and Disclosure Statement dated October 20, 2023, is available at https://tinyurl.ph/PmdLT from PacerMonitor.com. About Kalera Inc. Kalera Inc. is a vertical farming company in Aurora, Colo. It utilizes proprietary technology and plant and seed science to sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. Kalera sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90290) on April 4, 2023. In the petition filed by its chief restructuring officer, Mark Shapiro, the Debtor estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Judge David R. Jones oversees the case. The Debtor tapped Baker & Hostetler, LLP as bankruptcy counsel and GlassRatner Advisory & Capital Group, LLC as restructuring advisor. Mark Shapiro of GlassRatner serves as the Debtor's chief restructuring officer. BMC Group, Inc. is the Debtor's claims agent. On April 19, 2023, the Office of the United States Trustee for Region 7 appointed an official committee of unsecured creditors. The committee tapped Dykema Gossett, PLLC as bankruptcy counsel and Reid Collins & Tsai, LLP as special counsel. KALERA INC: To Seek Plan Confirmation on Nov. 21 ------------------------------------------------ Kalera Inc. sought and obtained an order approving its emergency motion for conditional approval the adequacy of the Disclosure Statement. At the behest of the Debtor, the Court set these dates in connection with the solicitation of votes on, and confirmation of, the Plan: * Voting Record Date will be on October 20, 2023. * Solicitation Deadline will be on October 27, 2023, at 11:59 p.m. CT. * Plan Supplement Date will be on November 8, 2023, at 11:59 p.m. CT. * Voting Deadline will be on November 17, 2023, at 11:59 pm. CT. * Plan and Disclosure Statement Objection Deadline will be on November 15, 2023, at 4:00 p.m. CT. * Deadline to File Voting Report will be on November 17, 2023, at 4:00 p.m. CT. * Combined Hearing on Disclosure Statement and Plan will be on November 21, 2023, at 10:00 a.m. CT (5 days after the Voting Deadline). The Plan contemplates a liquidation of Debtor and the assets of its Estate. The primary objectives of the Plan are to maximize the value of recoveries to all Holders of Allowed Claims and to distribute all property of the Estate that is or becomes available for distribution generally in accordance with the priorities established by the Bankruptcy Code. Debtor believes that the Plan accomplishes these objectives and is in the best interest of the Estate and its creditors and therefore seeks conditional approval of the Disclosure Statement and confirmation of the Plan. Pursuant to prior orders of the Bankruptcy Court, the Debtor sold substantially all its assets to Sandton Capital, via its designees, as going concerns. The Plan contemplates the creation of a liquidating trust to liquidate and administer substantially all remaining assets of Debtor, including Claims and Causes of Action, not sold, transferred, or otherwise waived or released before the Effective Date. In order to effectuate the Plan, Sandton Capital has agreed to finance the Chapter 11 Case through November 25, 2023, and provide a further $250,000 extension of credit under the DIP Facility as seed money for the Liquidating Trust. Additionally, Sandton Capital has agreed to providing funding for the continued investigation and, if merited, prosecution of claims against the former or current directors and officers of the Debtor, which funding shall be treated as an interested-free loan repayable from proceeds of the litigation. To provide additional liquidity to the Liquidating Trust, Sandton Capital and the Estate professionals have agreed to defer certain portions of their administrative claims and accept payment post-confirmation from the liquidating trust. Counsel for the Debtor: BAKER & HOSTETLER LLP Elizabeth A. Green, Esq. SunTrust Center, Suite 2300 200 South Orange Avenue Orlando, FL 32801-3432 Telephone: 407.649.4000 Facsimile: 407.841.0168 Email: egreen@bakerlaw.com Jorian L. Rose, Esq. 45 Rockefeller Plaza New York, New York Telephone: 212.589.4200 Facsimile: 212.589.4201 Email: jrose@bakerlaw.com -and- Michael T. Delaney, Esq. Key Tower, 127 Public Square Suite 2000 Cleveland, OH 44114 Telephone: 216.621.0200 Facsimile: 216.696.0740 Email: mdelaney@bakerlaw.com About Kalera Inc. Kalera Inc. is a vertical farming company in Aurora, Colo. It utilizes proprietary technology and plant and seed science to sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. Kalera sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90290) on April 4, 2023. In the petition filed by its chief restructuring officer, Mark Shapiro, the Debtor estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Judge David R. Jones oversees the case. The Debtor tapped Baker & Hostetler, LLP as bankruptcy counsel and GlassRatner Advisory & Capital Group, LLC as restructuring advisor. Mark Shapiro of GlassRatner serves as the Debtor's chief restructuring officer. BMC Group, Inc. is the Debtor's claims agent. On April 19, 2023, the Office of the United States Trustee for Region 7 appointed an official committee of unsecured creditors. The committee tapped Dykema Gossett, PLLC as bankruptcy counsel and Reid Collins & Tsai, LLP as special counsel. KEITH STRANGE: Amends Bayfirst Secured Claim Pay Details -------------------------------------------------------- Keith Strange LLC submitted a Combined Disclosure Statement and Small Business Amended Plan of Reorganization dated November 2, 2023. Since the filing of its Chapter 11 Petition February 9, 2023, Debtor's income has stabilized, and it is pleased to be filing this Amended Plan which pays 100% of its debt over the next 5 years. Debtor filed for Chapter 11 bankruptcy February 9, 2023. Since that time it has filed all its necessary schedules and supporting documents required by the Bankruptcy Code, complied with all the Untied States Trustee's document requests, attended an Initial Debtor Interview conducted by the United States Trustee, opened its Debtor-In Possession ("DIP") bank account, entered into a Stipulated Scheduling order with the United States Trustee, (which was approved by the Court in March of 2022), and attended its Section 341 First Meeting of Creditors on March 14, 2023. Additionally, Debtor entered into that certain agreed Order Granting Motion for Entry of Final Order Authorizing Debtor's Use of Cash Collateral and Granting Adequate Protection to Bayfirst Financial f/k/a First Home Bank on June 13, 2023. Debtor filed his first Plan August 31, 2023, which only received one Objection. That Objection was resolved, and it is expected that this Amended Plan will be confirmed without any objections. Debtor's Amended Plan proposes to pay creditors using cash flow from operations and/or future income. The Amended Plan provides for 9 classes of claims; 1 class of Administrative and Priority Tax Claims, 5 classes of secured claims; 2 classes of general unsecured claims; and 1 class of equity security holders. Creditors holding allowed claims will receive distributions, which the proponent of this Amended Plan has valued at approximately $1.00 on the dollar, or 100%. This Amended Plan also provides for the payment of certain administrative expenses. General unsecured creditors are classified in Classes 7-8 and will receive a total distribution of $120,207.12 or 100%, whichever is less, of their allowed unsecured claims, at 0% interest. Class 2 consists of Debtor's secured debt to Bayfirst f/ka/ First Home Bank. This class consists of Debtor’s secured debt to Bayfirst in the current approximate amount of $111,348.00, pursuant to current payoff amount provided by Bayfirst. The claim amount may be adjusted to account for adequate protection payments pursuant to that certain Order Granting Adequate Protection to Bayfirst Financial and Consent Order in the months preceding the estimated Effective Date of the Amended Plan. Bayfirst will be paid the balance of its claim in 60 equal monthly installments with interest at the contractual interest rate of 10.25% in the estimated monthly payment amount of $2,379.54. Payments shall begin the month following Amended Plan Confirmation and each successive month until paid in full. Payments and distributions under the Amended Plan will be funded by the net monthly and/or annual cash flow from business operations of the Debtor. Objections to this Disclosure Statement or to confirmation of the Amended Plan must be filed with the Court and served by December 7, 2023. Ballots must be received by December 7, 2023, or it will not be counted. The hearing at which the Court will determine whether to finally approve this Disclosure Statement and confirm the Amended Plan will take place on December 12, 2023, at 9:00 AM, in the Courtroom of the Honorable Richard D. Taylor, at the U.S. Bankruptcy Courthouse, 300 W. 2nd Street, Little Rock, AR 72201. A full-text copy of the Amended Plan dated November 2, 2023 is available at https://urlcurt.com/u?l=Y4A4s1 from PacerMonitor.com at no charge. Counsel to Debtor: DILKS LAW FIRM Lyndsey D. Dilks, Esq. Frank H. Falkner, Esq. P.O. Box 34157 Little Rock, AR 72203 (501)244-9770 phone (888)689-7626 fax Email: ldilks@dilkslawfirm.com frank@dilkslawfirm.com About Keith Strange Keith Strange LLC provides storage and virtualization consulting services for large customers throughout the US. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 23-10357) on Feb. 9, 2023. In the petition signed by Keith Strange, manager, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Richard D. Taylor oversees the case. Frank H. Falkner, Esq., at Dilks Law Firm, is the Debtor's legal counsel. LEGACY CARES: Legacy Park Bondholders Wiped Out in Prelim Deal -------------------------------------------------------------- Martin Z. Braun of Bloomberg News reports that mutual funds that purchased $280 million of municipal debt to finance a 320-acre youth-sports complex near Phoenix would be virtually wiped out under a preliminary deal struck in the bankruptcy case. Miami-based Burke Operating Partners agreed in principal to purchase Legacy Park for $25.5 million, with most of the proceeds going to building contractors for unpaid work. Bondholders would receive $2.2 million in cash and 11% of preferred equity in a new company that would own the facility according to an agreement outlined in a bankruptcy court hearing late Tuesday, October 24, 2023. About Legacy Cares Inc. Legacy Cares, Inc. is a 501c3 non-profit organization dedicated to providing athletes and non-athletes of all ages, economic backgrounds and levels of athletic proficiency the opportunity to participate in sports and e-sports while fostering the enjoyment and camaraderie of teamwork and perseverance, key components in athletic competition and lifetime success. The organization is based in Mesa, Ariz. Legacy Cares sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02832) on May 1, 2023, with $242,329,104 in assets and $366,719,676 in liabilities. Douglas Moss, president of Legacy Cares, signed the petition. Judge Daniel P. Collins oversees the case. The Debtor tapped Henk Taylor, Esq., at Warner Angle Hallam Jackson Formanek, PLC as bankruptcy counsel; Papetti Samuels Weiss McKirgan, LLP and Slania Law, PLLC as special counsels; and Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., as investment banker. Epiq Corporate Restructuring, LLC is the noticing, claims and balloting agent. The U.S. Trustee for Region 14 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. LOMA LINDA UNIVERSITY: Fitch Affirms 'BB+' IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Loma Linda University Medical Center's (LLUMC) Issuer Default Rating (IDR) at 'BB+'. Fitch has also affirmed at 'BB+' the ratings on revenue bonds issued by the California Statewide Communities Development Authority on behalf of LLUMC. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Loma Linda University Medical Center (CA) LT IDR BB+ Affirmed BB+ Loma Linda University Medical Center (CA) /General Revenues/1 LT LT BB+ Affirmed BB+ The 'BB+' ratings reflect LLUMC's expanding reach for high-acuity services anchored by its major new hospital campus, balanced against the system's high leverage position. LLUMC has a track-record of recording sound operating EBITDA margins (for a below investment grade health system). As the only academic medical center (AMC) and only children's hospital serving a large population base in the Inland Empire, LLUMC is well positioned competitively. LLUMC's debt load relative to its liquidity remains a limit on the rating in the near term. Assuming a reasonable pace of operating performance, the system's capital-related metrics should show improvement over time, even under a stress case in Fitch's forward-looking scenario analysis. Capital spending needs are limited, and much of the planned capex is expected to be funded by external sources (e.g., State of California Proposition 4 funding for children's hospitals). SECURITY The bonds are secured by a gross receivables pledge and a mortgage pledge of the obligated group (OG). There are also debt service reserve funds (DSRF) in place. The OG includes LLUMC, LLU Children's Hospital, the LLUMC - Murrieta hospital, and Loma Linda University Behavioral Medicine Center. The OG accounts for almost all of the consolidated system assets and revenues. Fitch's analysis is based on the consolidated system. KEY RATING DRIVERS Revenue Defensibility - 'bbb' High Acuity AMC and Children's Hospital with Broad Reach LLUMC's has a broad reach for tertiary and quaternary services as the only AMC and only children's hospital covering a broad geography and population base in the Inland Empire service area, which includes the population centers of San Bernardino County and northern Riverside County. While competing hospitals are present and inpatient market share is dispersed among a number of providers, LLUMC is the exclusive, or decidedly leading, provider of many high-end services. The Dennis and Carol Troesh Medical Campus, which opened in summer 2021, should allow for an expansion of LLUMC's reach and competitive position. While Medi-Cal (Medicaid) and self-pay represent a very high approximately 40% of LLUMC's gross revenue (including 40.9% in FY23), this is common for AMCs, particularly those that are designated trauma centers and include large children's hospitals (LLUMC's children's hospital represents nearly one-quarter of system total operating revenue). Demographic indicators of the service area are generally considered to be stable. Both San Bernardino and Riverside counties are experiencing population growth roughly in-line with the U.S. average. The unemployment rates in the counties are just above the national average. LLUMC's revenue defensibility is bolstered by its strong relationship with Loma Linda University (LLU, IDR: A+). LLUMC's and LLU's campuses are adjacent. The University operates eight schools, seven of which are focused on healthcare education and research, including schools of medicine, nursing, dentistry, allied health, pharmacy, public health, and behavioral health. While LLU and LLUMC are separate legal organizations and not obligated on each other's debt, they are tightly aligned and the medical system is integral to the University's teaching and research. Both LLUMC and LLU are a part of Loma Linda Health (LLUH). Operating Risk - 'a' Variable but Generally Sound Operating EBITDA Margins; Macro Pressures Persist Historically, while variable, LLUMC's operating EBITDA margins have been generally sound. Between FY19 and FY23, the operating EBITDA margin averaged 5.3% (including 4.7% in unaudited FY23, June 30 FYE) (treating transfers to LLU/LLUH as an operating expense, and moving investment income from operating revenue to non-operating). While the transfers are considered an expense, they represent an investment in physicians and clinical research that ultimately benefit LLUMC. Excluding the transfers from operating expenses results in an average operating EBITDA margin of 8.4% between FY19 and FY23 (including 6.5% in FY22 and 7.7% in FY23). Like the rest of the U.S. healthcare sector, LLUMC continues to face macro headwinds, particularly labor, resulting in the compressed operating margins in FY22 and FY23 compared to historical trend, as well as ramp up costs associated with the opening of the new medical campus in early FY22. While expense pressures persist, lack of demand is not a challenge for LLUMC. As the region's AMC and only children's hospital, demand is considerable with the opening of the new medical campus. Since opening the new hospital, most key volumes have increased noticeably, including inpatient admissions (up 6.9% in FY23 over FY22), unique patients (up 6.0%), surgeries (up 5.4%), and outpatient visits (up 4.3%). Looking forward, Fitch expects that despite ongoing macro pressures, LLUMC should generate generally sound operating EBITDA margins. Management has implemented a $90 million - $100 million improvement plan for 2024, with an emphasis on retaining key staff and reducing use of contract labor and leveraging the new medical campus to continue to drive demand. Initial strategies contributed to the improvement in operating metrics in FY23 over FY22 and per management results improved in Q1FY24 over Q1FY23. Operating margins likely will be variable as the state's Hospital Quality Assurance Fee Program is not distributed evenly (although on the whole this program provides considerable cash flow to LLUMC). Capital Spending With the opening of the new hospital, capital spending plans are limited. And much of the capex that is planned is expected to receive significant external support. For example, the planned LLUMC children's outpatient center is slated to receive as much as $135 million in voter approved state Proposition 4 funding. LLUMC (and LLU) has a history of successful fundraising. Financial Profile - 'bb' Financial Profile Remains Modest but Should Gradually Improve Over Time LLUMC's financial profile is still modest given its heavy debt load and consistent with a below investment grade rating. Key capital-related metrics should improve over time as the system benefits from cash flow generation, state support, and limited capex. At unaudited FYE23, LLUMC's unrestricted liquidity exceeded $760 million and total debt was more than $2.2 billion. This translated to cash-to-debt of 41% (including DSRFs in the numerator). LLUMC participates in the North American Division of Seventh-day Adventist multiemployer frozen defined benefit (DB) pension plan (which is exempt from ERISA). The frozen DB plan was only 50.9% funded as of the most recent measurement date (Jan. 1, 2023, per unaudited FY23 statements), although the plan was frozen in 1992 and the value of LLUMC's portion of the DB obligations should be limited and are not included as adjusted debt. Due to high leverage, LLUMC's capital-related ratios remain in keeping with a high below investment grade credit. Based on FY23 results, cash-to-adjusted debt measures about 41% while net adjusted debt-to-adjusted EBITDA remained high at nearly 9x. LLUMC's capital-related ratios should improve over time, even in a stress case of Fitch's forward-looking scenario analysis. In the stress case net adjusted debt-to-adjusted EBITDA remains unfavorably positive, although approaches a favorably less elevated 4x by year five. Cash-to-adjusted debt does not fall below 35% and reaches nearly 50% by year five. Asymmetric Additional Risk Considerations There are no asymmetric risks associated with the rating. Financial covenants in LLUMC's MTI include a minimum debt service coverage (DSC) ratio of 1.1x and minimum cash on hand of 60 days. Per management calculations, LLUMC's DSC was 1.86x in FY23 (1.05x without QAF funding). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weaker cash-to-adjusted debt that is expected to remain below 40% for a sustained period; - Sustained thinner operating EBITDA margins that would be more consistent with a midrange operating risk profile assessment (excluding transfer to LLUH). Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improved cash-to-adjusted debt above 50%, particularly if the operating EBITDA margin is sustained in the 8% - 9% range (excluding transfers). PROFILE LLUMC is part of LLUH, which also includes LLU and several other related organizations, and is affiliated with the LLU Faculty Medical Group (LLUFMG). There is one unified board for LLUH. LLUMC, located approximately 60 miles east of Los Angeles in Loma Linda, CA. The system operates 1,046 beds, including 364 Children's Hospital beds. LLUMC offers tertiary and quaternary series and has the only level I trauma center and level IV neonatal intensive care unit in its Inland Empire service area. LLU is a private university affiliated with the Seventh-Day Adventist Church. It is the flagship health sciences university for the Church and its extensive network of health systems. 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. LUCK BUCKS: Parent Ordered to Convert Chapter 11 to Chapter 7 ------------------------------------------------------------- Emily Lever of Law360 reports that a Delaware bankruptcy judge Monday, October 23, 2023, ordered that the Chapter 11 proceeding of Lucky Bucks Holdings LLC, the parent company of also-bankrupt video gaming terminal operator Lucky Bucks LLC, convert to a Chapter 7 liquidation at the behest of its noteholders. About Lucky Bucks Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital skill-based COAM operator based in and incorporated under the laws of the State of Georgia in the U.S. Its team has a combined 45 years of experience in the Georgia COAM industry. After reaching a deal for a plan to equitize substantially all of Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10758) on June 9, 2023. In the petition signed by James Boyden, executive vice president, Lucky Bucks disclosed up to $500 million in assets and up to $1 billion in liabilities. As of the petition date, the Debtors have outstanding funded debt obligations in the aggregate principal amount of $610 million. Judge Karen B. Owens oversees the case. Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A., serve as the Debtors' legal counsel. Evercore Group L.L.C. is the Debtors' investment banker while M3 Advisory Partners, L.P., is the financial advisor. Epiq Corporate Restructuring, LLC, serves as the Debtors' claims and noticing agent. LXR LUXURY: FASHIONPHILE Acquires Inventory, IP Assets ------------------------------------------------------ FASHIONPHILE, the leading resale e-commerce platform in pre-owned, ultra-luxury accessories, on Nov. 10 disclosed that it has acquired the inventory, intellectual property assets, including domains, and other intangible assets of LXR Luxury Products International Inc., Groupe Global LXR Inc., and LXR Canada Inc. (collectively, the "Subject Companies"), which are the operating subsidiaries of LXRandCO, Inc. ("LXR"), the Montreal-based omnichannel retailer of authenticated, pre-owned luxury accessories. Earlier this month, the Subject Companies filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada). Launched in 2010, LXR has curated, sourced and authenticated high-quality, pre-owned products from iconic brands, such as Hermès, Louis Vuitton, Gucci, Prada and Chanel, selling directly to customers through their website and indirectly by powering the e-commerce and other platforms of key channel partners, including wholesale activities with select retail partners across North America. This brand acquisition will facilitate FASHIONPHILE's ability to diversify its selling channels beyond direct-to-consumer, elevated circular retail experiences and clienteling and expand into B2B wholesale and new omnichannel operations. "With this acquisition, we are excited to forge a new path in wholesale and provide trusted, authenticated, branded accessories to even more sectors of the growing second-hand market," said Ben Hemminger, co-founder and CEO of FASHIONPHILE. "LXR has been a pioneer and longtime leader in B2B wholesale within the pre-owned luxury space. As we aim to maintain our position as the most sought-after brand for buying and selling pre-owned, ultra-luxury accessories, it is paramount that we participate and invest in all possible retail channels that touch re-commerce in the modern retail landscape." The transaction follows FASHIONPHILE entering a partnership with the Neiman Marcus Group in 2019 to become the luxury specialty retailer's exclusive recommerce partner. FASHIONPHILE has since opened 10 Selling Studio locations inside Neiman Marcus stores across the country to provide a unique, first-of-its-kind circular service and elevate the luxury resale-retail experience. About FASHIONPHILE Founded in 1999, FASHIONPHILE was the very first ultra-luxury re-commerce brand of its kind. More than 20 years later, the company has become the country's largest resale platform for buying and selling ultra-luxury, pre-owned accessories including Chanel, Hermès, Gucci and Louis Vuitton. Excelling in digital and omnichannel experiences as well as luxury in-person services, FASHIONPHILE is recognized for its never-ending inventory of the most coveted handbags and accessories, a direct buyout model and best-in-class authentication. Through proprietary, leading-edge technologies and the forging of strategic partnerships, FASHIONPHILE continues to accelerate the luxury lifecycle to a velocity unparalleled to anywhere else in the world. In 2019, FASHIONPHILE became the exclusive re-commerce partner of Neiman Marcus, and to date, has opened 10 FASHIONPHILE Selling Studio locations inside Neiman Marcus stores across the country, with new locations to come. For more information on FASHIONPHILE please visit: www.fashionphile.com and on Instagram @fashionphile. M AND J HOME: David Madoff Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 1 appointed David Madoff, Esq., a partner at Madoff & Khoury, LLP, as Subchapter V trustee for M AND J Home Improvement, Inc. Mr. Madoff will be compensated at $415 per hour for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. In court filings, Mr. Madoff declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: David B. Madoff Madoff & Khoury, LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Phone: (508) 543-0040 Email: madoff@mandkllp.com About M AND J Home M AND J Home Improvement, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-40874) on Oct. 20, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Elizabeth D. Katz oversees the case. Christopher L. Murray, Esq., at Murray Law Firm, P.C. represents the Debtor as bankruptcy counsel. MALLINCKRODT PLC: Irish Court Confirms Scheme of Arrangement ------------------------------------------------------------ Mallinckrodt plc (OTCMKTS: MNKTQ) (in examination under Part 10 of the Companies Act 2014 of Ireland), a global specialty pharmaceutical company, on Nov. 10 disclosed that the High Court of Ireland (the "Irish High Court") has made an Order confirming a scheme of arrangement between the Company, its creditors and shareholders (the "Scheme") as proposed by the Examiner of the Company. As previously announced, Mallinckrodt's Plan of Reorganization (the "Plan") was confirmed by the U.S. Bankruptcy Court for the District of Delaware on October 10, 2023. The Irish High Court also made an Order that the Scheme will become effective on the same date that the Plan becomes effective. This is when the Scheme will become binding on the Company, its creditors and shareholders as a matter of the laws of Ireland, the Examinership proceedings will conclude, and the Company will cease to be under the protection of the Irish High Court. The confirmation of the Scheme by the Irish High Court (and its subsequent effectiveness) satisfies a key condition to the consummation of the Plan. Confirmation of the Scheme also enables the Company to implement certain important aspects of the Plan in accordance with the laws of Ireland. Mallinckrodt intends to emerge from Chapter 11 process, and cause the Plan to become effective, in the coming days. Effectiveness of the Plan remains subject to the satisfaction or waiver of certain other conditions. Latham & Watkins LLP, Wachtell, Lipton, Rosen & Katz, Arthur Cox LLP, Richards, Layton & Finger PA, and Hogan Lovells US LLP are serving as Mallinckrodt's counsel. Guggenheim Securities, LLC is serving as investment banker, and AlixPartners LLP is serving as restructuring advisor. About Mallinckrodt plc Mallinckrodt plc is global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. Areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on August 28, 2023. Mallinckrodt plc disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Bryan M. Reasons, authorized signatory, signed the petition. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim Securities, LLC, as investment banker; and AlixPartners, LLP, as restructuring advisor. MEP INFRASTRUCTURE: Hires Colette Holt as Special Counsel --------------------------------------------------------- MEP Infrastructure Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Colette Holt & Associates as special counsel. The firm will advise the Debtor of its rights and obligations related to MBE/DBE Programs and Compliance. The firm will be paid at the rate of $500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Colette Holt, Esq., a partner at Colette Holt & Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Colette Holt, Esq. Colette Holt & Associates 16 Carriage Hills Drive San Antonio, TX 78257 Telephone: (773) 255-6844 Email: colette.holt@mwbelaw.com About MEP Infrastructure Solutions, Inc. MEP Infrastructure Solutions, Inc. is a Chicago-based company that provides architectural, engineering and related services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-08505) on June 28, 2023, with $1 million to $10 million in assets and liabilities. Santos A. Torres, president, signed the petition. Judge A. Benjamin Goldgar oversees the case. Paul M. Bauch, Esq., at Bauch & Michaels, LLC is the Debtor's counsel. MEZCLA ONE: Unsecured Creditors to Split $250K in Sale Plan ----------------------------------------------------------- Mezcla One, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement describing Plan of Reorganization dated November 6, 2023. The Debtor is a Florida limited liability company that was formed in 2016. The Debtor is a landowner/developer. The Debtor has an interest in a property located in Volusia County, Florida, which consists of 13.2 acres of land (the "Property"). The Property is subject to a Planned District Agreement with the City of Daytona Beach, which provides for the construction of 144 apartments on the site. The Debtor has received offers to purchase the Property ranging from $4.5 million to $8.5 million. There have been 2 lawsuits pending since 2017 which have prevented the Debtor from selling and/or developing the Property. In one of the lawsuits, a Judgment was entered on July 3, 2023, which awarded a money judgment of $583,000.00 to the Plaintiffs against the Debtor and five other defendants and imposed a constructive trust against the Property. The Debtor is filing a motion to sell its interest in the Property for $8,450,000.00. The proceeds from the sale of the Property will be utilized to pay Allowed Claims pursuant to the terms of the Plan. Class 2 consists of General Unsecured Claims. In full satisfaction of their claims, the Debtor shall pay the holders of Allowed Unsecured Claims a Pro Rata Share of $250,000.00. Class 2 is impaired. Class 3 consists of Interests of the Debtor. Interest holders will retain their Interests in the Debtor. The Plan does not alter the legal, equitable or contractual rights of Interest holders. The Debtor shall continue to exist after the Effective Date as a limited liability company in accordance with the laws of the State of Florida. The articles of articles of organization and the operating agreement of the Debtor shall be amended as necessary to satisfy the provisions of the Plan and Code. The Debtor is filing a motion requesting the Court to approve the sale of the Property to NYA Capital, Inc., pursuant to a Purchase Agreement dated October 23, 2023 for $8,450,000. The Debtor requests the Court to find that the making or delivery of an instrument of transfer related to the sale of the Property shall not be taxed under any law imposing a stamp tax or similar tax. Debtor shall hold sufficient funds from the sale in Debtor's attorney's trust account to pay the Class 1 and Class 2 claims, pending a determination of whether the claims are Allowed Claims. A full-text copy of the Disclosure Statement dated November 6, 2023 is available at https://urlcurt.com/u?l=OcnvS8 from PacerMonitor.com at no charge. Debtor's Counsel: Kenneth D. (Chip) Herron, Jr., Esq. Herron Hill Law Group, PLLC P.O. Box 2127 Orlando, FL 32802 Telephone: (407) 648-0058 Email: chip@herronhilllaw.com About Mezcla One Mezcla One, LLC filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-03015) on July 27, 2023, listing up to $10 million in both assets and liabilities. Judge Grace E. Robson oversees the case. Kenneth D. Herron, Jr., Esq., at Herron Hill Law Group, PLLC serves as the Debtor's counsel. MIRACLE HILL: Hires Stichter Riedel as Legal Counsel ---------------------------------------------------- Miracle Hill Nursing and Rehabilitation Center, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Stichter Riedel Blain & Postler, P.A. as its legal counsel. The firm's services include: a. rendering legal advice with respect to the Debtor's powers and duties; b. preparing legal papers; c. appearing before the court and the United States Trustee to represent and protect the interests of the Debtor; d. assisting with and participating in negotiations with creditors and other parties in interest in preparing a Chapter 11 plan and taking necessary legal steps to confirm such a plan; e. representing the Debtor in all adversary proceedings, contested matters, and matters involving administration of the Debtor's Chapter 11 case; and f. providing other necessary legal services. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $50,000. Scott Stichter, Esq., a partner at Stichter, 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: Scott A. Stichter, Esq. Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Email: sstichter@srbp.com About Miracle Hill Nursing and Rehabilitation Center, Inc. Miracle Hill Nursing and Rehabilitation Center, Inc. in Tallahassee, FL, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Fla. Case No. 23-40398) on October 12, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Dr. Chris A. Burney as president, signed the petition. STICHTER, RIEDEL, BLAIN & POSTER, P.A. serve as the Debtor's legal counsel. MP PPH: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------- Gerard Vetter, Acting U.S. Trustee for Region 4, appointed an official committee to represent unsecured creditors in the Chapter 11 case of MP PPH, LLC. The committee members are: 1. Desmond Qualey 2312 Good Hope Road SE Apt. 202 Washington, DC 20020 Phone: (202) 549-6494 2. White Glove Commercial Cleaning Services LLC c/o Charles Bunn 13804 Pine Needle Ct. Upper Marlboro, MD 20774 Phone: 301-943-1564 3. Carpet Discounter & Wholesaler Inc. c/o Mostafa Norooz, President 8807 Central Ave Capitol Heights, MD 20743 Phone: (301) 343-4666 4. Tony Murphy 2300 Good Hope Rd SE Apt. 910 Washington, DC 20020 Phone: (202) 945-3000 5. Rosemary Blackwell 2324 Good Hope Rd. SE Apt. 204 Washington, DC 20020 Phone: (202) 847-8386 Mr. Vetter had previously appointed a five-member committee of unsecured creditors. He withdrew the appointment on Nov. 6. About MP PPH MP PPH, LLC filed Chapter 11 petition (Bankr. D. D.C. Case No. 23-00246) on Aug. 31, 2023, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Michael A. Abreu, vice president of operations, signed the petition. Judge Elizabeth L. Gunn oversees the case. The Debtor tapped Marc E. Albert, Esq., at Stinson LLP as bankruptcy counsel; Lewis Brisbois Bisgaard & Smith, LLP and Nixon Peabody, LLP as special counsels; and Noble Realty Advisors, LLC as property manager. MY GEORGIA PLUMBER: Case Summary & 11 Unsecured Creditors --------------------------------------------------------- Debtor: My Georgia Plumber, Inc. f/k/a Michaels Plumbing Service, Inc. 2080 Marietta Hwy Canton, GA 30114 Chapter 11 Petition Date: November 13, 2023 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 23-61266 Debtor's Counsel: Cameron M. McCor, Esq. JONES & WALDEN, LLC 699 Piedmont Avenue NE Atlanta, GA 30308 Tel: 404-564-9300 Email: info@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Katrina Rief-Derrico as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VXJV2AQ/My_Georgia_Plumber_Inc__ganbke-23-61266__0001.0.pdf?mcid=tGE4TAMA NEPHROS INC: Incurs $182K Net Loss in Third Quarter --------------------------------------------------- Nephros, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $182,000 on $3.74 million of total net revenues for the three months ended Sept. 30, 2023, compared to a net loss of $3.15 million on $2.41 million of total net revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $921,000 on $10.98 million of total net revenues compared to a net loss of $6.26 million on $7.42 million of total net revenues for the same period in 2022. As of Sept. 30, 2023, the Company had $10.92 million in total assets, $2.30 million in total liabilities, and $8.62 million in total stockholders' equity. At Sept. 30, 2023, the Company had an accumulated deficit of $143.8 million and the Company may incur additional operating losses from operations until such time, if ever, that it is able to increase revenue to achieve profitability. Nephros said, "Based on cash that is available for our operations and projections of our future operations, as well as our significantly reduced cash burn rates over the past nine months, we believe that our cash balances will be sufficient to fund our current operating plan through at least the next 12 months from the date of issuance of the consolidated financial statements in this Quarterly Report on Form 10-Q. Additionally, our operating plans are designed to help control operating costs, to increase revenue, and to raise additional capital until such time as we generate sufficient cash flows to fund operations. If there were a decrease in the demand for our products due to either economic or competitive conditions, or if we are otherwise unable to achieve our plan or achieve our anticipated operating results, there could be a significant reduction in liquidity due to our possible inability to cut costs sufficiently. In such event, the Company may need to take further actions to reduce its discretionary expenditures, including further reducing headcount, reducing spending on R&D projects, and reducing other variable costs. "Our future liquidity sources and requirements will depend primarily on revenue growth rates and our ability to produce, market and sell our products effectively and efficiently. We expect to put our current capital resources toward the development, marketing, and sales of our water filtration products and working capital purposes." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1196298/000149315223039890/form10-q.htm About Nephros South Orange, New Jersey-based Nephros, Inc. -- www.nephros.com -- provides innovative water filtration products and services, along with water-quality education, as part of an integrated approach to water safety. Nephros Inc. reported a net loss of $7.11 million for the year ended Dec. 31, 2022, a net loss of $3.87 million for the year ended Dec. 31, 2021, a net loss of $4.53 million for the year ended Dec. 31, 2020, a net loss of $3.18 million for the year ended Dec. 31, 2019, and a net loss of $3.32 million for the year ended Dec. 31, 2018. As of Dec. 31, 2022, the Company had $11 million in total assets, $2.12 million in total liabilities, and $8.88 million in total stockholders' equity. NEUBASE THERAPEUTICS: Fails to Meet Nasdaq's Minimum Bid Price -------------------------------------------------------------- NeuBase Therapeutics, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that on November 3, 2023, the Company received a Notice from The Nasdaq Stock Market notifying the Company that, because the closing bid price for its common stock has been below $1 per share for 30 consecutive business days, it no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has no immediate effect on the listing of the Company's common stock on The Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until May 1, 2024, to regain compliance with the Minimum Bid Price Requirement. During the compliance period, the Company's shares of common stock will continue to be listed and traded on The Nasdaq Capital Market. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day grace period. In the event the Company is not in compliance with the Minimum Bid Price Requirement by May 1, 2024, the Company may be afforded a second 180-calendar day grace period. To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement. In addition, the Company would be required to provide written notice of its intention to cure the minimum bid price deficiency during this second 180-day compliance period by effecting a reverse stock split, if necessary. The Company intends to actively monitor the bid price for its common stock between now and May 1, 2024 and will consider available options to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or that the Company will otherwise be in compliance with the other listing standards for The Nasdaq Capital Market. About NeuBase Therapeutics NeuBase -- https://www.neubasetherapeutics.com/ -- is accelerating the genetic revolution by developing a new class of precision genetic medicines that Drug the Genome. The Company's therapies are built on a proprietary platform called PATrOL that encompasses a novel peptide-nucleic acid antisense oligonucleotide technology combined with novel delivery shuttles that overcome many of the hurdles to selective mutation engagement, repeat dosing, and systemic delivery of genetic medicines. With an initial focus on silencing disease-causing mutations in debilitating neurological, neuromuscular, and oncologic disorders, NeuBase is committed to redefining medicine for the millions of patients with both common and rare conditions, who currently have limited to no treatment options. NEW ORLEANS CREMATION: Unsecureds Get 100% w/ Interest in 12 Months ------------------------------------------------------------------- New Orleans Cremation Service, Inc., d/b/a New Orleans Funeral and Cremation Service, submitted an Amended Plan of Reorganization. The Plan Proponent's financial projections show that the Debtor will have projected disposable income (as defined by §1191(d) of the Bankruptcy Code) for the period described in s 1191(c)(2) of approximately $3,500.00 per month. It is further projected that the Debtor will have $24.050.93 in cash reserves as of October 1, 2023, which would provide the Debtor with sufficient cash to commence plan payment upon the Effective Date, as defined in the plan. The Debtor projects that all administrative priority and unsecured claims will be paid within 12 months. The mortgage arrears owed to First Guaranty are expected to be fully paid within 60 months or less. The final Plan payment is expected to be paid no later than December 1, 2028. Non-Priority Unsecured creditors, who have timely filed their proof(s) of claim, holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. Class 3 consists of holders of Allowed General Unsecured Claims. The aggregate amount of Allowed General Unsecured Claims is $14,750.84. Each holder of an Allowed General Unsecured Claim, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Claim, shall receive the amount of such Allowed Claim over a period of 12 months from the Effective Date, with interest at the rate of 5.25% per annum. Payments to holders of Allowed General Unsecured Claims shall be disbursed by the Disbursing Agent. Beginning on the Effective Date, Reorganized Debtor shall send the Disbursing Agent 12 monthly payments of $1,264.47. Class 3 is impaired. Counsel for New Orleans Cremation Service, Inc.: Robert L. Marrero, Esq. ROBERT L. MARRERO, LLC 401 Whitney Ave., Suite 126 Gretna, LA 70056-2577 Telephone: (504) 366-8025 Fax: (504) 366-8026 Email: office@bobmarrero.com A copy of the Plan of Reorganization dated October 20, 2023, is available at https://tinyurl.ph/EDJZf from PacerMonitor.com. About New Orleans Cremation Service New Orleans Cremation Service, Inc., is a Louisiana Domestic Corporation chartered on July 6, 2021 with its principal place of business located at 9200 I-10 Service Road, New Orleans, Louisiana 70127. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-10105) on Jan. 24, 2023. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Meredith S Grabill presides over the case. Robert Marrero, LLC, is the Debtor's legal counsel. NOBLE HOUSE: Committee Hires Thompson Coburn LLP as Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Noble House Home Furnishings LLC and its affiliate seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Thompson Coburn LLP as counsel. The firm's services include: a. rendering legal advice to the committee with respect to its duties and powers in the Debtor's Chapter 11 cases; b. assisting the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' business, the desirability of continuance of such business, and any other matters relevant to the Debtors' bankruptcy cases or business affairs; c. advising the committee with respect to any proposed sale of the Debtors' assets or business operations and any other relevant matters; d. advising the committee with respect to any proposed plan of reorganization or liquidation, the prosecution of claims against third parties, and any other matters relevant to the cases or to the plan; e. assisting the committee in requesting the appointment of a trustee or examiner, if necessary; and f. other necessary legal services. The firm will be paid at these rates: Partners $505 to $1,315 per hour Associates and Counsel $295 to $925 per hour Paralegals $205 to $430 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Power disclosed the following: (a) Thompson Coburn agreed to a variation of its standard or customary billing arrangement for this engagement. (b) None of the professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 cases. (c) Thompson Coburn did not represent the committee prior to the petition date. (d) Thompson Coburn is preparing a staffing plan and budget for approval by the committee. The Thompson Coburn attorneys and paraprofessionals staffed will be working on these cases, subject to modification depending on further development, and their current hourly rates are as follows: Rates as of 1/1/2023 Mark T. Power, Partner $1,165 per hour Janine Figueiredo, Partner $905 per hour Katharine B. Clark Partner $685 per hour Jacob T. Schwartz Associate $530 per hour Alexandra Rossetti, Associate $360 per hour Henry Thomas, Associate $400 per hour Sandra Meiners, Paraprofessional $295 per hour David Reinhart, Paraprofessional $345 per hour Mark Power, Esq., a partner at Thompson, 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: Mark T. Power, Esq. Thompson Coburn Hahn & Hessen, LLP 488 Madison Avenue New York, NY 10022 Tel: (212) 478-7350 Email: mpower@thompsoncoburn.com About Noble House Home Furnishings LLC Noble House Home Furnishing LLC and affiliates are distributors, manufacturers and retailers of indoor and outdoor home furnishings with distribution throughout e-commerce channels including partners such as Amazon, WalMart, Costco, Wayfair, Overstock, Target and Home Depot, fulfilling direct to consumer orders from its distribution centers. Family-owned since its founding in 1992, Noble House and its affiliated entities design, market and sell products under several brands including Christopher Knight Home, NobleHouse, LePouf, OkiOki, Best Selling, and GDFStudio. They also sell through wholesale channels, primarily to the Big Box retailers like TJMaxx, Home Goods, Marshalls, Ross Stores and others. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90773) on September 11, 2023. In the petition signed by Gayla Bella, chief financial officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Debtors tapped Pachulsk Stang Ziehl & Jones LLP as legal counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. Wells Fargo Bank, as DIP Lender, is represented by Marshall Stoddard, Jr., Esq. at Morgan, Lewis & Bockius LLP. NOBLE HOUSE: Seeks to Tap Province LLC as Financial Advisor ----------------------------------------------------------- Noble House Home Furnishings LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Province, LLC as financial advisor. The firm's services include: (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) 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, 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; (l) providing other activities as are approved by the Committee, the Committee's counsel, and as agreed to by Province; and (m) performing such other 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: Managing Directors and Principals $860 to $1,350 per hour Vice Presidents, Directors, and Senior Directors $580 to $950 per hour Analysts, Associates, and Senior Associates $300 to $650 per hour Other/Para-Professional $220 to $300 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sanjuro Kietlinski, 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 Tel: (702) 685-5555 Email: skietlinski@provincefirm.com About Noble House Home Furnishings LLC Noble House Home Furnishing LLC and affiliates are distributors, manufacturers and retailers of indoor and outdoor home furnishings with distribution throughout e-commerce channels including partners such as Amazon, WalMart, Costco, Wayfair, Overstock, Target and Home Depot, fulfilling direct to consumer orders from its distribution centers. Family-owned since its founding in 1992, Noble House and its affiliated entities design, market and sell products under several brands including Christopher Knight Home, NobleHouse, LePouf, OkiOki, Best Selling, and GDFStudio. They also sell through wholesale channels, primarily to the Big Box retailers like TJMaxx, Home Goods, Marshalls, Ross Stores and others. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90773) on September 11, 2023. In the petition signed by Gayla Bella, chief financial officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Debtors tapped Pachulsk Stang Ziehl & Jones LLP as legal counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. Wells Fargo Bank, as DIP Lender, is represented by Marshall Stoddard, Jr., Esq. at Morgan, Lewis & Bockius LLP. NOVABAY PHARMACEUTICALS: Incurs $1.8M Net Loss in Third Quarter --------------------------------------------------------------- Novabay Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.76 million on $3.26 million of net total sales for the three months ended Sept. 30, 2023, compared to a net loss of $136,000 on $3.83 million of net total sales for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $5.53 million on $11 million of net total sales compared to a net loss of $2.40 million on $10.76 million of net total sales for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $12.85 million in total assets, $5.81 million in total liabilities, and $7.04 million in total stockholders' equity. Novabay stated, "Based primarily on the funds available on September 30, 2023, the Company believes that the Company's existing cash and cash equivalents and cash flows generated from product sales will be sufficient to fund its existing operations, meet its planned operating expenses and to meet the Monthly Redemption of the Convertible Notes into at least the second quarter of 2024. We have sustained operating losses for the majority of our corporate history and expect that our 2023 expenses will exceed our 2023 revenues, as we continue to invest in both Avenova and DERMAdoctor commercialization efforts. Additionally, we expect to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, we have determined that our planned operations raise substantial doubt about our ability to continue as a going concern. Additionally, changing circumstances may cause us to expend cash significantly faster than currently anticipated, and we may need to spend more cash than currently expected because of circumstances beyond our control that impact the broader economy such as periods of inflation and supply chain issues." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1389545/000143774923031256/nby20230930_10q.htm About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- develops and sells scientifically created and clinically proven eyecare and skincare products. NovaBay's leading product, Avenova Antimicrobial Lid & Lash Solution, is often prescribed by eyecare professionals for blepharitis and dry-eye disease and is also available directly to eyecare consumers through online distribution channels such as Amazon. DERMAdoctor offers more than 30 OTC dermatologist-developed skincare products through the DERMAdoctor website, well-known traditional and digital beauty retailers, and international distributors. NovaBay also manufactures and sells effective, yet gentle and non-irritating wound care products. Novabay reported a net loss of $10.61 million for the year ended Dec. 31, 2022, a net loss and comprehensive loss of $5.82 million for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $11.04 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $9.66 million for the year ended Dec. 31, 2019, and a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018. San Francisco California-based WithumSmith+Brown, PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has a history of recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. NOVAVAX INC: Incurs $130.8 Million Net Loss in Third Quarter ------------------------------------------------------------ Novavax Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $130.78 million on $186.99 million of total revenue for the three months ended Sept. 30, 2023, compared to a net loss of $168.61 million on $734.58 million of total revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $366.67 million on $692.36 million of total revenue compared to a net loss of $475.69 million on $1.62 billion of total revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $1.65 billion in total assets, $2.33 billion in total liabilities, and a total stockholders' deficit of $678.35 million. At Sept. 30, 2023, the Company had $666.4 million in cash and cash equivalents and restricted cash. Management Commentary "We are proud of the progress we made over the last quarter to deliver the only protein-based non-mRNA vaccine option in the U.S. and have worked to provide broad access across retail pharmacies and healthcare offices," said John C. Jacobs, president and chief executive officer, Novavax. "With the delayed start of respiratory vaccinations, we believe we have yet to reach the midpoint of the vaccination season and, with early and encouraging signs of demand for our vaccine, we believe there remains opportunity to deliver doses and grow our share. This reinforces our belief that the long-term COVID-19 market represents a sustainable opportunity for Novavax in the years to come." "As previously stated, one of our key objectives is to strengthen the financial stability of the company. We are currently exceeding the targeted reductions announced earlier in the year and did so while launching our updated vaccine. To more efficiently scale our business, we are prepared to initiate additional cost reductions to further reduce expenses in 2024 by over $300 million, while continuing to maintain our key capabilities and our ability to bring forward a combination vaccine." Going Concern Novavax said, "While our current cash flow forecast for the one-year going concern look forward period estimates that we have sufficient capital available to fund operations, this forecast is subject to significant uncertainty, including as it relates to revenue for the next twelve months, our ability to execute on certain cost-cutting initiatives and a pending matter subject to arbitration proceedings. Our revenue projections depend on our ability to successfully manufacture, distribute, or market our COVID-19 Vaccine for the 2023-2024 vaccination season, which is inherently uncertain and subject to a number of risks, including our ability to obtain regulatory authorization, the incidence of COVID-19 during the 2023-2024 vaccination season, our ability to timely deliver doses and commercial adoption and market acceptance of our updated vaccine. "Further, failure to meet regulatory milestones, timely obtain supportive recommendations from governmental advisory committees, or achieve product volume or delivery timing obligations under the Company's advance purchase agreements may require the Company to refund portions of upfront and other payments or result in reduced future payments which could adversely affect our ability to continue as a going concern. On January 24, 2023, Gavi filed a demand for arbitration with the International Court of Arbitration regarding an alleged material breach by us of the Gavi APA. The outcome of that arbitration is inherently uncertain, and it is possible we could be required to refund all or a portion of the remaining Advance Payment Amount of $696.4 million as of September 30, 2023. Management believes that, given the significance of these uncertainties, substantial doubt exists regarding our ability to continue as a going concern through one year from the date that these financial statements are issued." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001000694/000100069423000055/nvax-20230930.htm About Novavax Headquartered in Gaithersburg, Maryland, Novavax, Inc. (www.novavax.com.), together with its wholly owned subsidiaries, is a biotechnology company that promotes improved health globally through the discovery, development, and commercialization of innovative vaccines to prevent serious infectious diseases. The Company's proprietary recombinant technology platform harnesses the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticle vaccines designed to address urgent global health needs. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 28, 2023, citing that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. OPEN COURT: Hires Rowsey Group as Real Estate Agent --------------------------------------------------- Open Court Sports Complex, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Rowsey Group as real estate agent. The firm will market and sell the Debtor's real property located at 1808 Woodcreek Bend Ln, Katy, Fort Bend County, Texas 77494-5024, further described as 0157 Jas Conner, Acres 5.4606 Reserve "A," Part IN A-385. The firm will be paid a commission of 6 percent of the gross sales price. 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: Sharon Rowsey The Rowsey Group 820 S Friendswood Dr., #102, Friendswood, Texas 77546 820 S Friendswood Dr. Friendswood, TX 77546 Tel: (632) 630-0871 About Open Court Sports Complex, LLC Open Court Sports Complex, LLC is an indoor basketball, volleyball, pickleball, and floor sports facility in Katy, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32826) on July 28, 2023, with $8,281,574 in assets and $6,208,520 in liabilities. Angela Smith-Duncan, manager, signed the petition. Judge Jeffrey P. Norman oversees the case. Kimberly A. Bartley, Esq., at Waldron & Schneider, LLP, is the Debtor's legal counsel. OSG HOLDINGS: Hires Houlihan Lokey Capital as Investment Banker --------------------------------------------------------------- OSG Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Houlihan Lokey Capital, Inc. as investment banker. The firm's services include: a. assessing the Debtors' business plans and financial projections; b. reviewing pertinent legal documents/information to evaluate the rights, objectives, and motivations of the Debtors' constituents; c. reviewing the Debtors' liquidity to determine potential financing needs; d. assisting the Debtors in the development and distribution of selected information, documents and other materials, including, if appropriate, advising the Debtors in the preparation of an offering memorandum (it being expressly understood that the Debtors will remain solely responsible for such materials and all of the information contained therein); e. assisting the Debtors in evaluating indications of interest and proposals regarding any Amendment Transaction, Extended Amendment Transaction, Restructuring Transaction or Financing Transaction, (each, a "Transaction" or, cumulatively "Transaction(s)") from current and/or potential lenders, equity investors, acquirers and/or strategic partners; f. assisting the Debtors with the negotiation of any Transaction(s), including participating in negotiations with creditors and other parties involved in any Transaction(s); g. providing expert advice and testimony regarding financial matters related to any Transaction(s), if necessary; h. attending meetings of the Debtors' (and/or its parent's) Board of Managers, creditor groups, official constituencies and other interested parties, as the Debtors and Houlihan Lokey mutually agree; and i. providing such other financial advisory and investment banking services as may be agreed upon by Houlihan Lokey and the Debtors. The firm will be paid as follows: (i) Monthly Fees: In addition to the other fees provided for herein, upon the Effective Date, and thereafter on or before the 10th day of each month (the "Monthly Fee Due Date") during the term of this Agreement, the Company shall pay Houlihan Lokey in advance, without notice or invoice, a nonrefundable fee of $175,000 ("Monthly Fee"). (ii) Transaction Fee(s): In addition to the other fees provided for herein, the Company shall pay Houlihan Lokey the following transaction fee(s): a. Amendment Transaction Fee. Upon the closing of an Amendment Transaction, a cash fee ("Amendment Transaction Fee") equal to $500,000 for the first such Amendment Transaction and $250,000 for any subsequent Amendment Transaction; provided, if such Transaction is an Extended Amendment Transaction, the Amendment Transaction Fee shall be equal to $2,000,000. 50 percent of each Amendment Transaction Fee shall be accrued and 50 percent shall be paid in cash upon the closing of an Amendment Transaction, with the cumulative accrued portion of any Amendment Transaction Fees payable upon the earlier of: (i) concurrent with the next Restructuring Transaction Fee or Financing Transaction Fee; or (iii) concurrent with the termination of this Agreement in accordance with Section 4 herein. 50 percent of any Amendment Transaction Fee, excluding any Amendment Transaction Fee related to an Extended Amendment Transaction, previously paid to Houlihan Lokey shall be credited once against the next or any simultaneous Restructuring Transaction Fee or Financing Transaction Fee that becomes payable hereunder after the accrued portion of the relevant Amendment Transaction Fee is paid, except that, in no event, shall such Transaction Fee be reduced below zero. Any Creditable Excess shall be applied against any subsequent Transaction Fee due under this Agreement. b. Restructuring Transaction Fee. Upon the date of confirmation of a plan of reorganization or liquidation under Chapter 11 or Chapter 7 of the Bankruptcy Code or pursuant to an order by the bankruptcy court, Houlihan Lokey shall earn, and the Company shall promptly pay to Houlihan Lokey, a cash fee ("Restructuring Transaction Fee") equal to $5,000,000. c. Financing Transaction Fee. Upon the closing of each Financing Transaction (as defined in the Engagement Agreement), Houlihan Lokey shall earn, and the Company shall thereupon pay to Houlihan Lokey immediately and directly from the gross proceeds of such Financing Transaction, as a cost of such Financing Transaction, a cash fee ("Financing Transaction Fee") equal to the sum of: (I) 1.5 percent of the gross proceeds of any indebtedness raised or committed that is senior to other indebtedness of the Company, secured by a first priority lien and unsubordinated, with respect to both lien priority and payment, to any other obligations of the Company, (II) 3 percent of the gross proceeds of any indebtedness raised or committed that is secured by a lien (other than a first lien), is unsecured and/or is subordinated, and (III) 5 percent of the gross proceeds of all equity or equity-linked securities (including, without limitation, convertible securities and preferred stock) placed or committed. Any warrants issued in connection with the raising of debt or equity capital shall, upon the exercise thereof, be considered equity for the purpose of calculating the Financing Transaction fee, and such portion of the Financing Transaction Fee shall be paid upon such exercise and from the gross proceeds thereof, regardless of any prior termination or expiration of this Agreement. It is understood and agreed that if the proceeds of any such Financing Transaction are to be funded in more than one stage, Houlihan Lokey shall be entitled to its applicable compensation hereunder upon the closing date of each stage. The Financing Transaction Fee(s) shall be payable in respect of any sale of securities whether such sale has been arranged by Houlihan Lokey, by another agent or directly by the Company or any of its affiliates. The first Financing Transaction Fee payable hereunder shall be subject to a $1,000,000 minimum Financing Transaction Fee payable upon the closing of such Financing Transaction. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. During the 90 days immediately preceding the Petition Date, the Debtors paid Houlihan Lokey $1,350,000 in fees and $3,995.25 in expense reimbursements. In addition, prior to the Petition Date, Houlihan Lokey received $5,000 as a pre-petition expense retainer. Ryan Sandahl, a managing director at Houlihan Lokey Capital, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan Sandahl Houlihan Lokey Capital, Inc. 111 South Wacker Drive, 37th Floor Chicago, IL 60606 Tel: (312) 456-4700 About OSG Holdings, Inc. OSG Group is a business print and digital communications provider. OSG Group runs a digital and print communications platform, serving corporate clients throughout North America and the United Kingdom. The Company provides primarily transactional, marketing, and payment solutions to various industries, including consumer services, business-to-business markets, education, retail, property management, financial services, healthcare, and the government, both through the use of its traditional print and mail businesses, as well as through its omnichannel software-as-service (SaaS) platform. The Company also provides a comprehensive suite of complementary services to its clients, such as online payment portals and accounts receivable software, real-time reporting and data analytics, and database management services. OSG Holdings Inc. and its affiliates, including OSG Group Holdings, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90799) on Oct. 15, 2023. In the petition filed by Keith A. Maib, as chief restructuring officer, OSG Holdings estimated assets and liabilities between $500 million and $1 billion each. The Honorable Bankruptcy Judge Christopher M. Lopez handles the cases. The Debtors tapped McDERMOTT WILL & EMERY LLP as general bankruptcy counsel; ACCORDION PARTNERS, LLC as financial advisor; and HOULIHAN LOKEY CAPITAL, INC., as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. OSG HOLDINGS: Hires Keith Maib of Accordion Partners as CRO ----------------------------------------------------------- OSG Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Keith Maib as Chief Restructuring Officer and Accordion Partners, LLC as Restructuring Financial Advisors. Mr. Maib and Accordion will provide such restructuring financial advisory services to the Debtors as they deem appropriate and feasible to advise the Debtors in the course of these chapter 11 cases, including, but not limited to, the following: a. assist the Debtors in managing the process of filing petitions for relief under chapter 11 of the Bankruptcy Code; b. assist with the Debtors' implementation of Court orders; c. provide analysis and reporting required to obtain and comply with the terms of the Debtors' usage of cash collateral, post-petition, and/or exit financing; d. assist in managing liquidity and developing and implementing cash management strategies, tactics, and processes, including a short-term cash flow forecasting tool and related reporting; e. review and analyze the Debtors' financial results, projections, and operational data; f. assist in developing the Debtors' business plan and related budgets and forecasts; g. assist in the development and execution of action plans for operational improvements, cost reductions and other profitability enhancements; h. based on the Debtors' underlying records, as and when produced, assist in the preparation of such financial disclosures as may be required by the Court, including the Debtors' schedules of assets and liabilities, statements of financial affairs and monthly operating reports; i. advise regarding the Debtors' accounting and operating procedures to segregate pre-petition and post-petition business transactions and implement other bankruptcy reporting and operational requirements; j. advise the Debtors on the implementation of fresh-start accounting and other technical accounting matters resulting from or related to the bankruptcy and restructuring process; k. participate in meetings and provide support to the Debtors and their other professionals in responding to information requests, communicating with and/or negotiating with lenders, official and unofficial committees of creditors, vendors, customers, the U.S. Trustee, other parties in interest, and professionals hired by the same; l. identify the Debtors' executory contracts and unexpired leases, as and when produced, and perform analyses of the financial impact of the assumption or rejection of each, as necessary; m. participate in the Debtors' claims analysis and reporting, including plan classification modeling and claim estimation; n. advise the Debtors' senior management and its board of managers in the development, negotiation, and implementation of restructuring initiatives and evaluation of strategic alternatives; o. support the Debtors' management, its investment bankers, and its other professionals in the sale or disposition of any non-debtor subsidiaries or other assets; p. prepare the Debtors' information and analysis necessary for the approval of the Debtors' disclosure statement and confirmation of the Debtors' plan of reorganization, including a liquidation analysis and projections; q. assist in implementing the Debtors' chapter 11 plan; and r. render testimony, as requested, about the matters regarding which Accordion, and its personnel are providing services. Fees for services provided by Mr. Maib, the proposed CRO, shall be billed at $155,000 per month. The firm will be paid at these rates: Senior Managing Directors $850 to $975 per hour Managing Directors $750 to $850 per hour Senior Directors $650 to $750 per hour Directors $575 to $650 per hour Vice Presidents $475 to $575 per hour Associates & Analysts $300 to $475 per hour Prior to the commencement of the Chapter 11 cases, the firm received $5,210,270 in payments from the Debtors as compensation for CRO and financial advisory services performed prepetition. The firm has received unapplied advance payments from the Debtors in excess of prepetition billings in the amount of $74,130. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Keith Maib, a senior managing director at and Accordion Partners, 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: Keith Maib Accordion Partners, LLC 1920 McKinney Ave, Suite 950 Dallas, TX 75201 About OSG Holdings, Inc. OSG Group is a business print and digital communications provider. OSG Group runs a digital and print communications platform, serving corporate clients throughout North America and the United Kingdom. The Company provides primarily transactional, marketing, and payment solutions to various industries, including consumer services, business-to-business markets, education, retail, property management, financial services, healthcare, and the government, both through the use of its traditional print and mail businesses, as well as through its omnichannel software-as-service (SaaS) platform. The Company also provides a comprehensive suite of complementary services to its clients, such as online payment portals and accounts receivable software, real-time reporting and data analytics, and database management services. OSG Holdings Inc. and its affiliates, including OSG Group Holdings, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90799) on Oct. 15, 2023. In the petition filed by Keith A. Maib, as chief restructuring officer, OSG Holdings estimated assets and liabilities between $500 million and $1 billion each. The Honorable Bankruptcy Judge Christopher M. Lopez handles the cases. The Debtors tapped McDERMOTT WILL & EMERY LLP as general bankruptcy counsel; ACCORDION PARTNERS, LLC as financial advisor; and HOULIHAN LOKEY CAPITAL, INC., as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. OSG HOLDINGS: Hires McDermott Will & Emery LLP as Counsel --------------------------------------------------------- OSG Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ McDermott Will & Emery LLP as counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of the Debtors' creditors, equity holders, and other parties-in-interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. advising the Debtors in connection with any potential sale of assets or transfer of operations; g. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; h. advising the Debtors regarding tax matters; i. assisting the Debtors in reviewing, assessing, estimating, and resolving claims asserted against the Debtors' estates; j. advising the Debtors regarding insurance and regulatory matters; k. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtors, protect assets of the Debtors' chapter 11 estates, or otherwise further the goals of the Debtors in these chapter 11 cases; l. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto, including the review and analysis of potential claims and causes of action that may be released under such a plan; and m. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including, without limitation: (i) analyzing the Debtors' leases and contracts and the potential assumption and assignment or rejection thereof; (ii) analyzing the validity of liens asserted against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. The firm will be paid at these rates: Partners $1,170 to $2,330 per hour Counsel $895 to $1,820 per hour Associates $595 to $1,190 per hour Paraprofessionals $240 to $675 per hour The firm received from the Debtors an advance retainer of $150,000. 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: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: McDermott Will's current hourly rates for matters related to the Chapter 11 cases range as follows: Partners, $1,170-$2,330; Counsel, $895 to $1,820; Associates, $595 to $1,190; Paraprofessionals, $240 to $675. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, pursuant to the DIP Order, professionals proposed to be retained by the Debtors are required to provide weekly estimates of fees and expenses incurred in these chapter 11 cases. Bradley Thomas Giordano, Esq., partner of McDermott Will & Emery 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. The firm can be reached at: Bradley Thomas Giordano, Esq. McDermott Will & Emery LLP 444 West Lake Street Chicago, IL 60606-0029 Tel: (312) 372-2000 Fax: (312) 984-7700 E-mail: bgiordano@mwe.com About OSG Holdings, Inc. OSG Group is a business print and digital communications provider. OSG Group runs a digital and print communications platform, serving corporate clients throughout North America and the United Kingdom. The Company provides primarily transactional, marketing, and payment solutions to various industries, including consumer services, business-to-business markets, education, retail, property management, financial services, healthcare, and the government, both through the use of its traditional print and mail businesses, as well as through its omnichannel software-as-service (SaaS) platform. The Company also provides a comprehensive suite of complementary services to its clients, such as online payment portals and accounts receivable software, real-time reporting and data analytics, and database management services. OSG Holdings Inc. and its affiliates, including OSG Group Holdings, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90799) on Oct. 15, 2023. In the petition filed by Keith A. Maib, as chief restructuring officer, OSG Holdings estimated assets and liabilities between $500 million and $1 billion each. The Honorable Bankruptcy Judge Christopher M. Lopez handles the cases. The Debtors tapped McDERMOTT WILL & EMERY LLP as general bankruptcy counsel; ACCORDION PARTNERS, LLC as financial advisor; and HOULIHAN LOKEY CAPITAL, INC., as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. PALASOTA CONTRACTING: Claims to be Paid From Net Operating Revenue ------------------------------------------------------------------ Palasota Contracting, LLC, filed its Fourth Amended Chapter 11 Plan of Reorganization to address claims asserted against and equity interests in the Debtor. PC is a Texas limited liability company formed in 2016. Based in Bryan, Texas, the company operates in the construction sand and gravel industry. The Debtor employ approximately 25 employees and contractors. The company filed this Chapter 11 bankruptcy case seeking to reorganize its business. PC ultimately determined that the most prudent course of action to maximize distributions to Creditors in this case was to rebalance is secured obligations and fund the payments contemplated by the Plan from its net operating revenue. Confirmation of the Plan will enable PC to provide a greater dividend for Allowed General Unsecured Claims than under a Chapter 7 proceeding. Under the Plan, Class 12 consists of the allowed general unsecured claims of the unsecured creditors in this Estate. The deadline for filing proofs of claim is August 24, 2023. The Debtor intends to meet its obligations through 20 quarterly payments in an amount equal to 5% of each Creditor's Allowed Claim. Each quarterly payment shall be made on or before the last day of the month following the end of the preceding quarter (payments made by the last day of April, July, October, and January). Payments shall begin on completion of the first calendar quarter following the Effective Date of the Plan. To the extent the Debtor's revenue provides sufficient net profits, the minimum payments in any given quarter may be supplemented by additional payments until all Allowed Claims are paid in full or the expiration of the 20th quarter following the Effective Date. Class 12 is impaired. Counsel for the Debtor: Kimberly A. Bartley, Esq. WALDRON & SCHNEIDER, PLLC 15150 Middlebrook Drive Houston, Texas 77058 Tel: 281-488-4438 / Fax: 281-488-4597 E-mail: kbartley@ws-law.com A copy of the Plan of Reorganization dated October 20, 2023, is available at https://tinyurl.ph/uOWMq from PacerMonitor.com. About Palasota Contracting Palasota Contracting, LLC owns and operates a business known as Palasota Contracting, LLC, a Bryan, Texas based company that primarily operates in the construction sand and gravel industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-31447) on April 24, 2023, with up to $50,000 in assets and up to $50 million in liabilities. Ricky Palasota, Jr., president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Kimberly A. Bartley, Esq., at Waldron and Schneider, LLP, as legal counsel and Piletere & Associates, PC, as accountant. PAULSON'S TRANSPORT: Starts Subchapter V Bankruptcy Protection -------------------------------------------------------------- Paulson's Transport Inc. filed for chapter 11 protection in the Western District of Washington. According to court filing, the Debtor reports $1,728,154 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 21, 2023, at 10:00 AM at UST-LA3, TELEPHONIC MEETING. About Paulson's Transport Inc. Paulson's Transport Inc. -- https://www.paulsonstransport.com --is a transporter of shipping containers in WA, OR, ID, MT, WY, NV and CA areas. Paulson's Transport Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wa. Case No. 23-11959) on October 14, 2023. In the petition filed by Charles Christian Carr, as president, the Debtor reports total assets of $1,293,527 and total liabilities of $1,728,154. The Debtor is represented by: Steven M Palmer, Esq. Curtis, Casteel & Palmer, PLLC 16824 44th Ave W, STE 170 Ste 170 Lynnwood, WA 98037 Phone: (425) 409-2745 Email: spalmer@curtislaw-pllc.com PERRIGO CO: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on the over-the-counter consumer health care products company, Perrigo Co. PLC, including its 'BB' issuer credit rating, 'BB+' rating on the senior secured bank credit facility (including the upsized term loan B facility), and 'BB-' rating on the senior unsecured notes. The recovery rating on the senior secured bank credit facility remains '2', indicating that lenders could expect substantial (70%-90%; rounded estimate revised to 75% from 85%) recovery in the event of a payment default. The recovery rating on the senior unsecured notes remains '5', indicating modest (10%-30%; rounded estimate revised to 25% from 20%) recovery. The stable outlook reflects S&P's confidence that Perrigo will reduce S&P Global Ratings-adjusted leverage below 5x, though likely not until 2024 following reduced profitability in its infant formula business. SI&P said, "We expect Perrigo's satisfactory year-to-date performance to resume in 2024 despite a short-term setback in infant nutrition primarily in the fourth quarter. Perrigo has improved profitability in 2023, with S&P Global Ratings' gross margin up about 350 basis points (bps) and adjusted EBITDA margin up about 200 bps. S&P Global Ratings-adjusted leverage declined to 5.1x as of Sept. 30, 2023, from 5.4x to start the year. We attribute this to prioritization of higher-margin stock-keeping units (SKU), reduced macro supply chain headwinds, productivity improvements, strategic pricing actions, and acquisitions. "However, the U.S. Food and Drug Administration issued updated guidelines for the infant formula industry following meaningful product recalls at a large competitor in 2022. We believe these will materially impact Perrigo's infant nutrition business over the near term, particularly the fourth quarter. Infant nutrition accounts for about 12% of Perrigo's total net sales. These guidelines include more frequent facility cleaning, reducing production runs. Perrigo has also implemented enhanced product testing and quality control. These changes have resulted in lost infant formula sales for Perrigo as the company has been unable to replenish safety stock, leading to lower customer in-stocks and intermittent SKU availability. We believe Perrigo has adapted to these enhanced procedures and is improving production such that it is rebuilding safety stock in its highest-volume infant formula products. We expect the company to return to normal infant formula sales and profit by mid-2024 as safety stocks are rebuilt and demand remains high. "Growth at Perrigo's other businesses should offset infant formula weakness. Its product diversity within consumer health care is a strength. We expect most of Perrigo's remaining businesses to perform well, with fourth-quarter consolidated EBITDA at least flat. Performance at the Consumer Self Care International (CSCI) business is satisfactory, holding share in expanding markets including cold, cough, and flu; pain; and skin care. We expect Héra SAS' (HRA) transition from using third-party distributors to Perrigo's in-house sales force (mainly in Europe) to lower costs about $25 million in 2024. Margin has improved in the Consumer Self Care Americas (CSCA) business as it prioritizes higher-margin products and should benefit as it laps last year's supply chain constraints. CSCA is in a better inventory position this year, particularly entering the flu season. "We believe Perrigo is committed to reducing company-defined leverage to about 3x by 2025. The proposed $300 million add-on term loan will reduce the 2024 unsecured notes maturity to about $400 million. We expect Perrigo to repay the remaining balance with $300 million excess cash already on the balance sheet, about $35 million in projected discretionary cash flow (DCF; which will be constrained by high Supply chain reinvention capital expenditure in 2024), and a modest revolver borrowing. We expect the company to maintain its dividend while refraining from acquisitions and share repurchases until it reduces leverage materially. We believe our adjusted leverage calculation is about 0.5x above the company's calculation and expect our leverage calculation to reach the low-4x area by 2025. "We believe Perrigo's strategic initiatives are working. Perrigo has transacted multiple acquisitions and divestitures over the years, which in our view have focused the company into a consumer-facing business with less volatility than the divested generic pharmaceutical segment. Now its priority is maximizing its asset base. This includes embarking on a costly but potentially profit-enhancing supply chain reinvention program designed to simplify an excessive portfolio of SKUs, improve planning, optimize sourcing, and upgrade manufacturing assets. We also believe Perrigo intends to gradually introduce more branded products into the market (including for example women's health and skin care), which should be accretive to margins. "In our view, these initiatives make sense, however several risks need to be controlled. For example, the company needs to manage SKU pruning of store brands with its large and important retail partners. While Perrigo has already reduced 750 SKUs out of a total of 13,300, we believe these were relatively uncontroversial cuts. Retailers could be more resistant to cutting more sensitive products and attributes. In addition, plans to introduce branded products could increase competition from large, financially solid branded consumer health care rivals. Moreover, Perrigo will need to avoid attrition of its store brand offerings, since these are particularly profitable to its retailer partners. "The stable outlook reflects our expectation that Perrigo will reduce S&P Global ratings adjusted leverage below 5x, although this is unlikely until 2024 following reduced profitability at the infant formula business." S&P could lower the rating if it forecasts that Perrigo will not reduce adjusted leverage below 5x in 2024, potentially due to: -- Escalating competition from branded rivals, including newly formed, pure-play consumer health companies, or if the infant nutrition business cannot resume growth. -- Demands from retailers to meaningfully reduce pricing on Perrigo's store brand products. -- Disruptions arise implementing the supply chain reinvention, including retailer resistance, operational missteps, or higher than planned expenditure. -- An inability to offset renewed currency, inflation, or supply chain headwinds. -- Unfavorable resolutions to industrywide litigation or any remaining uncertain tax positions. While unlikely over the next year, S&P could raise the rating if it believes Perrigo will: -- Sustain S&P Global Ratings-adjusted debt to EBITDA in the 3x-4x range, including after incorporating its medium-term acquisition strategy and resolution of any contingencies including litigation. -- Successfully implement its supply chain reinvention, which will require meaningful expenditure and a large reduction in SKUs. S&P said, "ESG factors are an overall neutral consideration in our credit rating analysis of Perrigo. The company settled with the Irish tax authority for EUR297 million pertaining to the tax rate applicable to the sale of, and subsequent royalties generated from Tysabri, which the company disposed of in 2017. Moreover, in 2023, Perrigo was advised by the IRS that it agreed to fully withdraw $843 million proposed adjustments to its 2011-2013 tax returns, removing a substantial tax liability overhang. In addition, we do not view Perrigo's product liability or environmental exposure (including packaging) as particularly onerous relative to other health care issuers." PGX HOLDINGS: Asks Court to Approve Chapter 11 Plan --------------------------------------------------- Yun Park of Law360 reports that bankrupt credit repair firm PGX Holdings asked a Delaware bankruptcy court to confirm its Chapter 11 plan, saying it has the support of the entire capital structure following the sales of its business units. Chad Wallace, the CEO and President of PGX Holdings, explains that the Plan is the product of extensive, good-faith, arm's-length negotiations among the Debtors, their lenders, the Purchaser, and the official committee of unsecured creditors, with all parties working towards an outcome that maximizes the value of the Debtors' estates for the benefit of their stakeholders. The Plan is designed to bring an orderly and efficient conclusion to the Chapter 11 Cases. On Aug. 24, 2023, the Debtors filed an initial version of the Plan. After discussions with various stakeholders, including the Committee, on Sept. 15, 2023, the Debtors filed the first amended version of the Plan. On Sept. 16, 2023, the Bankruptcy Court entered a disclosure statement order, approving the Disclosure Statement on an interim basis, establishing a schedule for Plan confirmation, and scheduling a combined hearing on final approval of the Disclosure Statement and confirmation of the Plan. On Sept. 20, 2023, the Debtors filed the version of the first amended Disclosure Statement and first amended Plan, each as used for purposes of solicitation. The Bankruptcy Court approved the Debtors' methods to solicit, receive, and tabulate votes to accept the Plan. On or about Sept. 22, 2023, the Debtors caused the Claims and Noticing Agent, Kurtzman Carson Consultants LLC, to begin service of the (a) Solicitation Packages to Holders of Claims entitled to vote on the Plan, as of the Voting Record Date, and (b) Non-Voting Package to Holders of Claims and Interests not entitled to vote on the Plan, each in accordance with the provisions of the Disclosure Statement Order. On Oct. 13, 2023, the Debtors filed with the Bankruptcy Court the initial version of the Plan Supplement, which included, as applicable, the (a) Rejected Executory Contracts and Unexpired Leases Schedule; (b) Assumed Executory Contracts and Unexpired Leases Schedule, (c) Schedule of Retained Causes of Action; (d) any necessary documentation related to the Sale Transactions; (e) the identity of the Creditor Trustee and the terms of the governing agreement of the Creditor Trust; (f) the Litigation Portion of the GUC Litigation Claims Settlement Cash; and (g) the initial draft of the form of PIK Notes. Also on Oct. 13, 2023, the Debtors filed with the Bankruptcy Court the Notice of Filing of Plan Supplement. The Debtors have (or will) file (or caused to be filed) with the Bankruptcy Court (a) their second amended Plan, which incorporates changes in accordance with subsequent comments the Debtors received to the Plan, including those from the Office of the United States Trustee, the United States on behalf of the CFPB, and counsel to the Debtors' surety bond provider, (b) a brief in support of confirmation, and (c) the second Plan Supplement. The Debtors have also caused KCC to file its report of plan voting. Mr. Wallace asserts that the prompt confirmation and consummation of the Plan is in the best interest of the Debtors, their creditors, and all other parties in interest, and that, accordingly, the Bankruptcy Court should confirm the Plan. Matthew Henry, a Managing Director with Alvarez & Marsal North America, LLC, says the Plan satisfies the requirements of Section 1129(a)(7) of the Bankruptcy Code. Under the Plan, Class 6A Continuing Trade Claims will recover 51% to 100%, Class 6B Other General Unsecured Claims will recover 1% to 11%, Class 6C Litigation Claims will get 1% to 4% and Class 6D CFPB Claim will get less than 1%. In contrast, in a hypothetical chapter 7 liquidation, all creditors, including those holding Continuing Trade Claims, Other General Unsecured Claims, and the CFPB Claim -- which will receive a partial recovery under the Plan -- would receive zero recovery. * * * Hearings to consider confirmation of the Plan began Oct. 27, 2023, after a Delaware judge said that claims brought by laid-off workers in their WARN Act Lawsuit should be handled in separate proceedings in December 2023. About PGX Holdings PGX Holdings, Inc. and affiliates are credit repair service providers, helping customers repair their credit and achieve their credit goals. PGX Holdings help consumers access and understand the information contained in their credit reports, ensure that the information contained in those reports is fair, accurate, and complete, and address other factors that may negatively impact their credit scores. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4, 2023. In the petition signed by Chad Wallace, chief executive officer and president, the Debtor disclosed up to $500 million in assets and up to $10 billion in liabilities. Judge Craig T. Goldblatt oversees the case. Kirkland and Ellis LLP, Kirkland and Ellis International LLP, and 300 North LaSalle represents the Debtor as bankruptcy counsel. The Debtors also tapped Klehr Harrison Harvey Branzburg LLP as local bankruptcy counsel, Alvarez & Marsal North America, LLC as financial advisor, Greenhill and Co., LLC as investment banker, Kurtzman Carson Consultants LLC as notice and claims agent, and Landis Rath and Cobb as conflicts counsel. King & Spalding, LLP, and Morris, Nichols, Arsht & Tunnell LLP, serve as counsel to Blue Torch Finance LLC, as DIP Agent and Prepetition First Lien Agent, and the Prepetition First Lien Lenders. Clyde & Co US LLP, serves as special counsel to the DIP Agent, the Prepetition First Lien Agent, and the Prepetition First Lien Lenders. Proskauer Rose LLP, is counsel to Prospect Capital Corporation, in its capacity as DIP Lender and lender under the Prepetition First Lien Credit Agreement. Morris, Nichols, Arsht & Tunnell LLP, is local counsel to Prospect Capital. PONCE BAKERY: Dec. 7 Hearing on Disclosure Statement ---------------------------------------------------- Judge Maria de Los Angeles Gonzalez has entered an order that the hearing on approval of disclosure statement of Ponce Bakery, Inc., is scheduled for December 7, 2023 at 10:00 AM at the United States Bankruptcy Court, Southwestern Divisional Office, MCS Building, Second Floor, 880 Tito Castro Avenue, Ponce, Puerto Rico. Objections to the form and content of the Disclosure Statement should be filed and served not less than 14 days prior to the hearing. The Debtor shall give notice of this order to all creditors and parties in interest and file a certificate of service within 14 days from notice of this order. About Ponce Bakery Ponce Bakery, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01719) on June 5, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. The Debtor tapped Modesto Bigas-Mendez, Esq., at Modesto Bigas Law Office as bankruptcy counsel, and Cynthia Garcia Fraticelli as accountant. PREMIER GRILLING: Amends Plan to Include 13 Horizon Claim --------------------------------------------------------- Premier Grilling LLC and Premier Grilling Outdoors LLC submitted an Amended Disclosure Statement describing Plan of Reorganization dated November 6, 2023. The Debtors' Plan generally provides for the payment in full of all Priority Claims and Secured Claims. Unsecured Claims will not receive any distribution under the Plan. The funds to be used for the payment of Claims or other Distributions to be made under the Plan will be from the proceeds of the continued operation of Premier Grilling LLC and Premier Grilling Outdoors LLC's businesses and any available funds or property which the Reorganized Debtors may otherwise possess on or after the Effective Date. The perfected liens and security interests held by any Secured Creditor will be continued, preserved and retained to secure the unpaid balance of such Secured Creditor' Allowed Secured Claim. Class 2 consists of Allowed Secured and/or Priority Claims of Taxing Authorities other than the IRS and Comptroller. Except to the extent that the holder of a Class 2 Secured or Priority Tax Claim agrees to different treatment, the Allowed Secured or Priority Claim of all Class 2 Tax Claims shall be paid in full through amortized deferred cash payments paid quarterly including applicable interest over a period not exceeding five years from the Petition Date of a value, as of the Effective Date, equal to the Allowed Claim. Notwithstanding, nothing herein shall preclude the Reorganized Debtors from paying the outstanding amount owed to a holder of a Class 2 Secured Tax Claim at any time. All Class 2 Secured and/or Priority Claims of Taxing Authorities shall remain subject to section 505 of the Bankruptcy Code. The Reorganized Debtors shall retain the right to a determination of the amount or legality of any tax pursuant to section 505 of the Bankruptcy Code as to any Class 2 Secured and/or Priority Claim of a Taxing Authority. The Reorganized Debtors may seek relief pursuant to section 505 of the Bankruptcy Code and/or title 1, subtitle F, chapter 42 of the Texas Tax Code as a part of, and in conjunction with, any objection to any Class 2 Secured and/or Priority Claims of Taxing Authorities. Like in the prior iteration of the Plan, holders of Class 10 Allowed General Unsecured Claims shall neither receive nor retain any property under this Plan. Class 12 Claim consists of Allowed Claim of 13 Horizon Point LLC. The Allowed Claim of 13 Horizon Point LLC arising under that certain debtor in possession loan authorized pursuant to that certain Final Order Authorizing the Debtors to Obtain Secured Credit and Use Cash Collateral shall be converted to 70% of the equity interests in the Reorganized PG Debtor on the Effective Date. The funds to be used for the payment of Claims or other Distributions to be made under the Plan will come from the proceeds of the continued operation of the Debtors' businesses and any available funds or property which the Reorganized Debtors may otherwise possess on or after the Effective Date. A full-text copy of the Amended Disclosure Statement dated November 6, 2023 is available at https://urlcurt.com/u?l=SoZDQ9 from PacerMonitor.com at no charge. Counsel for the Debtors: Melissa S. Hayward, Esq. HAYWARD PLLC 10501 North Central Expy., Suite 106 Dallas, TX 75231 Tel/fax: (972) 755-7100 E-mail: MHayward@HaywardFirm.com About Premier Grilling Premier Grilling, LLC is a grill store in Texas offering BBQ smokers, charcoal grills, flat- top grills and griddles, gas grills, infrared grills, kamado grills, and pellet grills. Premier Grilling and Premier Grilling Outdoors, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 22-41727) on Dec. 9, 2022. In the petitions signed by Brian Rush as CEO of Premier Grilling LLC and Dan Ferguson as president of Premier Grilling Outdoors, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the cases. Melissa S. Hayward, Esq., at Hayward PLLC, is the Debtors' legal counsel. PREMIER KINGS: Seeks to Hire Aurora Management as CRO ----------------------------------------------------- Premier Kings, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Aurora Management Partners as the chief restructuring officer. The firm's services include: a. Financial Review: 1) Review the adequacy of and assist the Debtors in the development of near term cash flow projections to achieve an accurate 13-week detail and annual cash flow. Included in this review are: i. review near-term (six month) cash liquidity, in view of current financing arrangements; ii. determine an appropriate amount for the working capital based on upcoming cash needs; iii. assess Debtors' ability to meet on-going debt service requirements; and iv. assess timeliness of billings, collections, and opportunities for improvement; and v. review A/R, A/P, and inventory reports, including but not limited to appropriate aging reports, to ensure accuracy and confirm values. 2) Based on a review of the Debtors' historical and projected monthly and annual financial statements: i. provide suggestions for improvements in timeliness and completeness; ii. review internal accounting procedures, management information, and reporting systems to support financial reporting; iii. evaluate the Debtors' financial statements regarding accuracy and completeness; iv. assist the Debtors in curing any deficits in the same; and b. Analysis of Ongoing Operations: 1) Review the Debtors' operations, including on-site visits to: i. review operating plan and historical performance; ii. identify opportunities to streamline operations; and iii. review operational reporting (daily, weekly, monthly, quarterly) and report on the same. 2) Interview and evaluate current management and provide recommendations regarding each. c. General Terms: 1) communicate regularly with the Board to update them on Aurora's findings; 2) review and provide recommendations on the operating plan of the Debtors as part of an ongoing entity; 3) receive and review weekly performance reports detailing key operating and financial performance; 4) provide an assessment of the Debtors' viability and overall financial condition with suggestions for change. In the event the Board chooses a scenario requiring a transaction, assist the Board with the same; and 5) consult on any additional matters as requested by the Debtors. The firm will be paid at these rates: Director/Managing Director/ $375 to $745 per hour Sr. Managing Director/Managing Partner Associate Director $350 to $375 per hour Consultant/Senior Consultant $250 to $350 per hour Administrative $275 per hour The firm received a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David M. Baker, a managing partner at Aurora Management Partners, 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: The firm can be reached through: David M. Baker Aurora Management Partners 112 South Tryon St., Suite 1770 Charlotte, NC 28284 Telephone: (828) 638-5744 Email: dbaker@auroramp.com About Premier Kings, Inc. Premier Kings, Inc. and affiliates are the owners and operators of 174 operating Burger King franchise locations. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 23-02871) on Oct. 25, 2023. At the time of the filing, Premier Kings reported $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Tamara O. Mitchell oversees the cases. The Debtors tapped Cole Schotz, PC as the lead counsel; Holland & Knight, LLP as local bankruptcy counsel; Raymond James & Associates, Inc. as investment banker; and Kurtzman Carson Consultants, LLC as noticing and claims agent. PREMIER KINGS: Seeks to Hire Cole Schotz as Counsel --------------------------------------------------- Premier Kings, Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Cole Schotz P.C. as counsel. The firm's services include: a) advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of the Debtors' businesses and property; b) advising and consulting on the conduct of these Chapter 11 Cases, including all of the legal and administrative requirements of operating in cases under chapter 11 of the Bankruptcy Code; c) attending meetings and negotiating with representatives of creditors and other parties in interest; d) taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action(s) commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e) preparing pleadings in connection with these Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f) representing the Debtors in connection with obtaining authority to continue using cash collateral and obtaining postpetition financing; g) advising the Debtors in connection with any potential sale of assets; h) appearing before this Court and any appellate courts to represent the interests of the Debtors' estates; i) advising the Debtors regarding tax matters; j) taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related to the foregoing; and, k) performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection of the same; (ii) analyzing the validity of liens against the Debtors or their estates; and (iii) advising the Debtors on corporate and litigation matters. The firm will be paid at these rates: Members $575 to $1,475 per hour Special Counsel $620 to $750 per hour Associates $375 to $685 per hour Paralegals $260 to $440 per hour Litigation Support Specialists $405 to $510 per hour The Debtors paid the firm $334,693.38 as advance retainer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary Leibowitz, Esq., a partner at Cole Schotz, 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: Gary H. Leibowitz, Esq. Irving E. Walker, Esq. H.C. Jones III, Esq. J. Michael Pardo, Esq. Cole Schotz, PC 1201 Wills Street, Suite 320 Baltimore, MD 21231 Tel: (410) 230-0660 Fax: (410) 230-0667 Email: gleibowitz@coleschotz.com iwalker@coleschotz.com hjones@coleschotz.com mpardoe@coleschotz.com About Premier Kings, Inc. Premier Kings, Inc. and affiliates are the owners and operators of 174 operating Burger King franchise locations. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 23-02871) on Oct. 25, 2023. At the time of the filing, Premier Kings reported $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Tamara O. Mitchell oversees the cases. The Debtors tapped Cole Schotz, PC as the lead counsel; Holland & Knight, LLP as local bankruptcy counsel; Raymond James & Associates, Inc. as investment banker; and Kurtzman Carson Consultants, LLC as noticing and claims agent. PREMIER KINGS: Seeks to Hire Holland & Knight as Legal Counsel -------------------------------------------------------------- Premier Kings, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Holland & Knight LLP as legal counsel. The firm's services include: a. advising the Debtors with respect to its powers and duties as Debtors in possession in the continued management and operation of the Debtors' business and property; b. advising and consulting on the conduct of this Chapter 11 Cases, including all of the legal and administrative requirements of operating in a case under chapter 11 of the Bankruptcy Code; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estate, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estate; e. preparing pleadings in connection with this Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estate; f. advising the Debtors in connection with any potential sale of assets; g. appearing before this Court and any appellate courts to represent the interests of the Debtors' estate; h. advising the Debtors regarding tax matters; i. taking any necessary actions on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related to the foregoing; and j. performing all other necessary legal services for the Debtors in connection with the prosecution of this Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection of the same; and (ii) advising the Debtors on corporate and litigation matters. The firm will be paid at these rates: Partner $550 to $950 per hour Counsel $480 to $805 per hour Associate $370 to $500 per hour Paralegal $250 to $350 per hour The firm received from the Debtors a retainer of $35,574.50. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jesse Vogtle, Jr., Esq., a partner at Holland & Knight, 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: Jesse S. Vogtle, Jr., Esq. Holland & Knight LLP 1901 Sixth Avenue North, Suite 1400 Birmingham, AL 35203 Telephone: (205) 226-5700 Facsimile: (205) 214-8787 Email: jesse.vogtle@hklaw.com About Premier Kings, Inc. Premier Kings, Inc. and affiliates are the owners and operators of 174 operating Burger King franchise locations. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 23-02871) on Oct. 25, 2023. At the time of the filing, Premier Kings reported $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Tamara O. Mitchell oversees the cases. The Debtors tapped Cole Schotz, PC as the lead counsel; Holland & Knight, LLP as local bankruptcy counsel; Raymond James & Associates, Inc. as investment banker; and Kurtzman Carson Consultants, LLC as noticing and claims agent. PROTERRA INC: To Seek Court Nod of Product Line Sale on Nov. 28 --------------------------------------------------------------- Proterra Inc. (OTC: PTRAQ), a leading innovator in commercial vehicle electrification technology, on Nov. 10 disclosed that the Company has successfully concluded the "Track B" auction of its Chapter 11 sales process and Volvo Battery Solutions LLC ("Volvo") is the winning bidder to acquire the Proterra Powered business line. Volvo's acquisition is subject to the bankruptcy court's approval, as well as regulatory approvals and closing conditions. "We entered into the Chapter 11 process with a mission to maximize the potential of each of our product lines. [Fri]day, we have taken an important step towards that goal for our Proterra Powered business," said Gareth Joyce, Proterra CEO. Proterra Powered leverages the Company's industry-leading battery technology and expertise to electrify commercial vehicles. The Company will seek the bankruptcy court's approval of the acquisition on November 28, 2023. The "Track A" Auction for Proterra's Transit and Energy business lines, including the Company's Valence fleet and energy management product, is scheduled to take place on Monday, November 13, 2023. Additional Information All court filings regarding the Chapter 11 sales process, as well as additional information about Proterra's Chapter 11 proceedings are available at https://www.kccllc.net/proterra or by calling call 888-251-3076 for U.S./Canadian calls or 310-751-2617 for international calls. Moelis & Company LLC is acting as the Company's investment banker, FTI Consulting is acting as the Company's financial advisor, and Paul Weiss, Rifkind, Wharton & Garrison LLP is acting as the Company's legal advisor. About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. Proterra Inc. and Proterra Operating Company, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. In the petition filed by Gareth T. Joyce, as chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $818,773,679 and total debt as of June 30, 2023 of $609,498,207. The Honorable Bankruptcy Judge Brendan Linehan Shannon handles the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP, as counsel; FTI CONSULTING, INC., as financial advisor; and MOELIS & COMPANY, LLC, as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. PUERTO RICO: Invesco, Goldentree Unite Against PREPA's Debt Plan ---------------------------------------------------------------- Michelle Kaske of Bloomberg News reports that a collection of bondholders and insurers of Puerto Rico Electric Power Authority debt are banding together in their opposition to the bankrupt utility's proposal to slash its debt by 75%. GoldenTree Asset Management, Syncora Guarantee, Assured Guaranty and certain members of an ad hoc group of the power utility's bondholders — which includes Invesco Advisers — entered a cooperation agreement where they pledge to work together against the agency's potential debt-cutting plan, according to a court document. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains the case web site https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. PURDUE PHARMA: High Court Told Chapter 11 Liability Waiver Legal ---------------------------------------------------------------- Alex Wittenberg of Law360 reports that Purdue Pharma and parties to its Chapter 11 proceedings urged the U.S. Supreme Court to uphold a deal releasing the Sacklers from civil claims in exchange for their contributing at least $5.5 billion to the bankruptcy estates for victim compensation and opioid abatement, saying the liability releases are permitted by the U.S. Bankruptcy Code. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC, is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The dealresolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. In early March 2022, Purdue Pharma reached a nationwide settlement over its role in the opioid crisis, with the Sackler family members boosting their cash contribution to as much as $6 billion. The settlement was hammered out with attorneys general from the eight states -- California, Connecticut, Delaware, Maryland, Oregon, Rhode Island, Vermont and Washington -- and D.C. who had opposed the previous settlement. PURPLE PEONY: Hires Buechler Law Office as Counsel -------------------------------------------------- Purple Peony Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Buechler Law Office, LLC as counsel. The firm will provide these services: a. preparing on behalf of the Debtor-in-Possession all necessary reports, orders and other legal papers required in this Chapter 11 proceeding; b. performing all legal services for Debtor as Debtor-in-Possession which may become necessary herein; and c. representing the Debtor in any litigation which the Debtor determines is in the best interest of the estate. The firm will be paid at these rates: K. Jamie Buechler $425 per hour David M. Rich $425 per hour Michael Lamb $300 per hour Associate Attorneys $150 per hour Paralegals $120 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. K. Jamie Buechler, Esq., a partner at Buechler Law Office, 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 through: K. Jamie Buechler, Esq. Buechler Law Office, LLC 999 18th St., Suite 1230-S Denver, CO 80202 Tel: (720) 381-0045 Fax: (720) 381-0382 Email: jamie@kjblawoffice.com About Purple Peony Inc. Purple Peony is the owner of real property located at 309 S Summit View Dr Unit 9 & 14, Fort Collins, CO 80524, having an appraised value of $490,000. Purple Peony, Inc. in Fort Collins, CO, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 23-14886) on October 24, 2023, listing $877,127 in assets and $2,755,289 in liabilities. Stefanie Mecklenburg as president, signed the petition. BUECHLER LAW OFFICE, L.L.C. serve as the Debtor's legal counsel. RACKSPACE TECHNOLOGY: Posts $227 Million Net Loss in Third Quarter ------------------------------------------------------------------ Rackspace Technology, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $226.6 million on $732.4 million of revenue for the three months ended Sept. 30, 2023, compared to a net loss of $511.7 million on $787.6 million of revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $865.8 million on $2.24 billion of revenue compared to a net loss of $590.8 million on $2.33 billion of revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $4.28 billion in total assets, $4.46 billion in total liabilities, and a total stockholders' deficit of $182.8 million. As of Sept. 30, 2023, the Company had cash and cash equivalents of $278 million with no balance outstanding on our Revolving Credit Facility ($375 million of undrawn commitments). Management Commentary Amar Maletira, chief executive officer, stated, "Fiscal third quarter 2023 results exceeded the midpoint of our revenue, operating profit, and EPS guidance. Our two-business unit operating model is now fully implemented, and our leadership teams are executing to their plans." Mr. Maletira added, "We continue to launch new offerings across all lines of business including Public Cloud, Private Cloud, and AI. We also see our industry vertical strategy generating good traction in Private Cloud." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001810019/000181001923000164/rxt-20230930.htm About Rackspace Technology Headquartered in San Antonio, Texas, Rackspace Technology, Inc. -- www.rackspace.com -- is an end-to-end multicloud technology services company. The Company designs, builds, and operates its customers' cloud environments across all major technology platforms, irrespective of technology stack or deployment model. The Company partners with its customers at every stage of their cloud journey, enabling them to modernize applications, build new products and adopt innovative technologies. Rackspace reported a net loss of $804.8 million in 2022, a net loss of $218.3 million in 2021, and a net loss of $245.8 million in 2020. As of June 30, 2023, the Company had $4.66 billion in total assets, $4.63 billion in total liabilities, and $31.9 million in total stockholders' equity. * * * As reported by the TCR on May 18, 2023, S&P Global Ratings lowered its issuer credit rating on Rackspace to 'CCC+' from 'B-' and revised the outlook to negative from stable. S&P said the negative outlook reflects the rising risk of distressed exchange by the company from further EBITDA margin degradation and free cash flows sustaining negative. RDX TECHNOLOGIES: Disclosures Hearing Deferred to Nov. 14 --------------------------------------------------------- RDX Technologies Corporation filed a motion seeking to continue the hearing on Debtor's Amended Disclosure Statement set for Oct. 24, 2023, for about two weeks. At the Debtor's behest, the Court ordered that the hearing to consider approval of the Debtor's Amended Disclosure Statement and the continued hearing on the United States Trustee's Motion to Dismiss, has been rescheduled for November 14, 2023 at 1:30 p.m In connection with the Amended Disclosure Statement, the United States Trustee has recently requested that additional supporting information be provided to its office based on Debtor's supplemental that was filed on October 6, 2023. The Debtor accordingly said it will need additional time to gather that information and provide it to the United States Trustee. Attorneys for the Debtor: Scott R. Goldberg, Esq. MOYES SELLERS & HENDRICKS 1850 North Central Avenue, Suite 1100 Phoenix, Arizona 85004 Telephone: (602) 604-2141 E-mail: sgoldberg@law-msh.com About RDX Technologies Corporation RDX Technologies Corporation, d/b/a Ridgeline Energy Services (USA), Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01373) on March 6, 2023. The petition was signed by Anthony Ker, director and CEO. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. Judge Madeleine C. Wanslee oversees the case. Scott R. Goldberg, Esq., at MOYES SELLERS & HENDRICKS LTD., serves as the Debtor's counsel. RE/MAX LLC: Moody's Affirms 'B1' CFR, Outlook Remains Negative -------------------------------------------------------------- Moody's Investors Service affirmed the B1 corporate family rating, the B1-PD probability of default rating, and the B1 senior secured first lien credit facilities ratings of RE/MAX, LLC, a franchisor of real estate brokerage and mortgage brokerage services. Concurrently, Moody's downgraded the speculative grade liquidity rating ("SGL") to SGL-2 from SGL-1. Moody's has maintained the negative outlook. The negative outlook and the affirmation of the B1 CFR reflect Moody's expectations that softening conditions in the US housing market will result in further declining home sale transaction volume and a continued decline in RE/MAX's US agent count despite its weakened liquidity profile following the $55 million settlement RE/MAX paid to settle certain industry class action lawsuits. However, the company's 100% franchised business model supports its ability to continue generating free cash flow, which will increase in 2024 from the suspension of its quarterly dividend, and provides some protection against existing home sale market downturns provided by its light and flexible cost structure. The settlement charge is not added back to covenant-calculated EBITDA, contributing to the covenant-calculated total leverage ratio increasing to 7x for the 12-month period ended September 30, 2023, from 3.2x in the previous quarter. Absent a waiver to its financial covenant or an amendment to the credit agreement, Moody's expects RE/MAX cannot draw on the revolver until the third quarter of 2024 without breaching the springing total leverage ratio covenant, which reflects the downgrade of the SGL rating to SGL-2 from SGL-1. The revolver is subject to a springing total leverage ratio covenant that cannot exceed 4.5x which comes into effect only when the revolver is drawn. As of September 30, 2023, RE/MAX Holdings, Inc. had $90 million unrestricted cash, and the company intends to use available cash to pay the $55 million settlement charge. The company deposited 25% ($13.75 million) of the settlement amount in a settlement fund during the third quarter and expects to deposit another 25% ($13.75 million) within ten business days after preliminary court approval. The remaining 50% ($27.5 million) will be deposited in the settlement fund within ten business days of final court approval, which the company anticipates to occur sometime next year. In light of the litigation settlement and the ongoing challenging housing and market conditions, RE/MAX suspended its quarterly dividend which will help offset the impact of the remaining settlement payments and the softening conditions in the US housing market on its internal liquidity. While liquidity will be diminished due to the settlement charge and RE/MAX's temporary inability to access the revolver, Moody's views the increased free cash flow resulting from the dividend suspension as the primary source to fund the settlement charge. Moody's expects the softening conditions in the US housing market, including higher interest rates, will persist and pressure home sale transaction volume in 2024. Despite RE/MAX undertaking various agent initiatives to grow its US agent count, Moody's anticipates a continued decline in RE/MAX's US agent count in 2024. The company's workforce reduction completed in the third quarter of 2023 intended to streamline RE/MAX's operations should reduce fixed costs, but Moody's expects that financial leverage, as expressed by gross debt to EBITDA, will approach 5.7x by year end 2023. The dominance of downside risks over upside potential for the company's performance over the next 12 to 18 months drives Moody's expectation that financial leverage will remain in the mid-to-high 5x range in 2024 absent any voluntary term loan repayments. Assuming RE/MAX obtains preliminary and final court approvals of its legal settlement, Moody's views the settlement as a credit positive development for the company due to reduced litigation risks despite the short-term impact to its liquidity resulting from the settlement charge. If approved, the settlement will cover any future claims on a nationwide basis. RATINGS RATIONALE RE/MAX's B1 CFR reflects high financial leverage of 5.2x as of LTM September 30, 2023 that Moody's expects to increase to the mid-to-high 5x range in 2024, small revenue scale relative to a broader set of business service peers, and intense industry competition to attract and retain agents as evidenced by its declining US agent count since 2018. Support is provided by the protections offered by its 100% franchised business model, a history of continued Canada and International agent count growth and its profitable business. The strong RE/MAX brand recognition and leading market position drive the company's fairly predictable revenues, high margins and free cash flow generation. The B1 rating on the senior secured first lien credit facility, consisting of a $450 million term loan due July 2028 and a $50 million revolver expiring July 2026, reflects the probability of default rating of B1-PD. The first lien debt represents the preponderance of the capital structure and is thus rated the same as the CFR. The facility is secured by a first lien pledge of substantially all tangible and intangible assets of the company's domestic subsidiaries and 65% of the capital stock of the first-tier foreign subsidiaries. The SGL-2 Speculative Grade Liquidity rating reflects RE/MAX's good liquidity supported by predictable free cash flow generation, substantial cash on hand and low capital investment needs that is offset by its inability to access its revolver until the third quarter of 2024 without breaching its financial covenant. Despite a challenging macro environment that includes high interest rates which will weaken RE/MAX's cash flow from operations, free cash flow generation will benefit over the next 12 months from the suspension of the quarterly dividend. RE/MAX Holdings, Inc.'s cash balance was $90 million as of September 30, 2023. In combination with cash on hand, internal cash flow is sufficient to meet the $41.25 million of remaining settlement charge deposits and basic cash needs over the next 12 months, including $4.6 million in term loan amortization per year. The company's floating rate debt with no interest rate hedges in place leave the company vulnerable to rising interest rates that could pressure cash flow from operations. The company's $50 million undrawn revolver expires in July 2026. Moody's expects the revolver will remain undrawn over the next 12 months. The size of the current commitment does not cover the company's fixed charges for a year. The revolver is subject to a springing total leverage ratio covenant that cannot exceed 4.5x which comes into effect only when the revolver is drawn. Due to the $55 million settlement charge incurred in the third quarter of 2023, the total leverage ratio was 7x as of September 30, 2023, and Moody's expects the total leverage ratio to remain above 4.5x until the third quarter of 2024. Moody's does not expect the covenant to spring, but should the covenant be tested, RE/MAX would breach its financial covenant from now until the second quarter of 2024. When the settlement charge rolls off in the third quarter of 2024, Moody's expects covenant cushion will be at least 20%. The negative outlook reflects execution risk that RE/MAX faces to improve its financial profile amidst continued declines in its US agent count and an uncertain macroeconomic environment that will impact home sale transaction volume. The outlook could return to stable if liquidity improves and Moody's expects financial leverage to fall and remain below 5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook indicates that a rating upgrade is unlikely over the next 12 to 18 months. Over the longer term, the ratings could be upgraded if RE/MAX commits to maintaining very good liquidity and conservative financial policies such that debt-to-EBITDA financial leverage is maintained below 4x and free cash flow to debt is sustained above 10%. The ratings could be downgraded if the company's financial policies become more aggressive, Moody's expects debt-to-EBITDA financial leverage to remain above 5x, free cash flow to debt is sustained below 5%, or liquidity weakens. Headquartered in Denver, Colorado, RE/MAX, LLC is an indirect subsidiary of RE/MAX Holdings, Inc. (NYSE: RMAX). RE/MAX operates as a franchisor of real estate brokerage services in the U.S., Canada, and internationally and mortgage brokerage services in the U.S. RE/MAX derives its revenue primarily from continuing franchise fees, annual dues, broker fees, new franchise sales and renewals, and other revenue. RE/MAX generated $330 million revenue as of LTM September 30, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. RIALTO BIOENERGY: Hires Jefferies LLC as Investment Banker ---------------------------------------------------------- Rialto Bioenergy Facility, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Jefferies LLC as investment banker. The firm will provide the Debtor with financial and investment banking advice and assistance in connection with a possible sale, disposition or other similar business transaction or series of related transactions involving all or a material portion of the Debtor's assets or the equity of the Debtor, whether directly or indirectly and through any form of transaction, including, without limitation, merger, reverse merger, liquidation, stock sale, asset sale, asset swap, recapitalization, reorganization, consolidation, amalgamation, spin-off, split-off, joint venture, strategic partnership, license, a sale of all or a portion of the assets under section 363 of the Bankruptcy Code, including any "credit bid" made pursuant to section 363(k) of the Bankruptcy Code and including under a prepackaged or pre-negotiated plan of reorganization or other plan pursuant to the Bankruptcy Code, or other transaction. The firm will be paid as follows: a. Monthly Fee. The Debtor shall pay to Jefferies a monthly fee (the "Monthly Fee") equal to $125,000 per month until the termination of the Engagement Letter. The first Monthly Fee (and any additional Monthly Fees that arise prior to Court approval of this Application) shall be payable promptly following the Court's approval of this Application but shall cover the Monthly Fee period(s) commencing with the date of the Engagement Letter through the approval of this Application and each subsequent Monthly Fee shall be payable on each monthly anniversary thereafter; provided that 50 percent of any Monthly Fees actually paid to Jefferies in excess of $375,000 shall be credited once, without duplication, against any M&A Transaction Fee or Restructuring Exit Fee subsequently payable to Jefferies. b. M&A Transaction Fee. Promptly upon the consummation of an M&A Transaction, a fee calculated in accordance with the following schedule (as applicable, the "M&A Transaction Fee"): i. $2.5 million; plus ii. 2.5 percent of that portion of Transaction Value (as defined in the Engagement Letter) greater than $150 million up to $225 million; plus iii. 3 percent of that portion of Transaction Value greater than $225 million. c. Restructuring Exit Fee. In the event of the consummation of a Restructuring, then promptly upon the consummation of any such Restructuring (meaning a closing following Court approval of such Restructuring), Jefferies will be paid a fee (the "Restructuring Exit Fee") in an amount equal to $2.5 million. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael O'Hara, a co-head of us and a managing director in the Debt Advisory & Restructuring Group at Jefferies 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: Michael O'Hara Jefferies LLC 520 Madison Avenue New York, NY 10022 Tel: (212) 284-2300 About Rialto Bioenergy Facility, LLC Rialto Bioenergy Facility, LLC owns and operates a multi-feedstock bioenergy facility in Rialto, Calif., which converts organic waste, such as food waste, yard waste, and biosolids into carbon-negative renewable natural gas, with capability to also generate renewable electricity and soil amendment/fertilizer. The facility, the largest in North America and valued at $196.6 million, utilizes anaerobic digestion technology to convert the organic waste received from waste haulers into renewable natural gas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 23-01467) on May 25, 2023, with $100 million to $500 million in both assets and liabilities. Yaniv Scherson, vice president, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchik, LLP as bankruptcy counsel; B. Riley Securities, Inc. as financial advisor; and GlassRatner Advisory & Capital Group, LLC as valuation consultant. UMB Bank, N.A. as Indenture Trustee is represented by Nahal Zarnighian, Esq., at Ballard Spahr, LLP. The U.S. Trustee for Region 15 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Brinkman Law Group, PC. RITE AID CORP: 47 Pennsylvania Pharmacies Closed in Chapter 11 -------------------------------------------------------------- Ash Jurberg of NewsBreak reports that 47 Pennsylvania pharmacies are slated to shut down due to Rite Aid's financial woes. Rite Aid was founded in Pennsylvania in 1965 but has struggled recently and last month filed for bankruptcy after incurring $ 3.3 billion in unpaid debt. Rite Aid operates over 2,330 stores in 17 U.S. states, but this number is rapidly declining and will soon drop below 3000. In October, as part of their bankruptcy filing, they announced that 154 locations nationwide would soon close, including thirty-nine in its home state of Pennsylvania. On November 2, 2023, Rite Aid filed a new document increasing the number of stores they wish to close across the U.S. to 179, including four more in Pennsylvania. "Rite Aid has served customers and communities across our country for more than 60 years, and the important actions we are taking today will enable us to move ahead as a stronger company. With the support of our lenders, we look forward to strengthening our financial foundation, advancing our transformation initiatives, and accelerating the execution of our turnaround strategy. In doing so, we will be even better able to deliver the healthcare products and services our customers and their families rely on – now and into the future." Jeffrey Stein, chief executive officer and chief restructuring officer of Rite Aid." However, that wasn't the end of the closures. On November 7, 2023, another store closure request was submitted, adding another fifteen stores, including four more in Pennsylvania. Rite Aid stores in Pennsylvania Closing The initial list had these thirty-nine locations. * Quakertown: 1080 S. West End Boulevard * New Kensington: 700 Stevenson Boulevard * Rochester: 351 Brighton Avenue * Bethel Park: 5235 Library Road * Moon Township: 5990 University Boulevard, Suite 30 * Pittsburgh: 2501 Saw Mill Run Boulevard * Pittsburgh: 5410 Keeport Drive * Greensburg: 6090 Route 30 * Export: 4830 William Penn Highway * New Castle: 1730 Wilmington Road * Bethlehem: 2178 W. Union Boulevard * Allentown: 1628 South Fourth Street * Philadelphia: 2401 East Venango Street * Philadelphia: 6327-43 Torresdale Avenue * Philadelphia: 5612 N. Fifth Street * Philadelphia: 4011 Cottman Avenue * Philadelphia: 11750 Bustleton Avenue * Philadelphia: 315 East Washington Lane * Philadelphia: 2801 W. Dauphin Street * Philadelphia: 8235 Stenton Avenue * Philadelphia: 7941 Oxford Avenue * Philadelphia: 136 North 63rd Street * Philadelphia: 5440 Lansdowne Avenue * Conshohocken: 200 W. Ridge Avenue, Suite 112 * Hanover: 301 Eisenhower Drive * Mechanicsburg: 7036 Wertzville Road * Erie: 2715 Parade Street * Erie: 1709 Liberty Street * Pennsburg: 350 Main Street * Abington: 1441 Old York Road * Johnstown: 300 Market Street * Levittown: 8716 New Falls Road * Ardmore: 169 West Lancaster Avenue * West Pittston: 801 Wyoming Avenue, Suite 9 * Yardley: 657 Heacock Road * Tobyhanna: 674 Route 196, Suite 14 * Yeadon: 950 East Baltimore Pike * Chester: 2722 West 9th Street * Titusville: 208 East Central Avenue The November 2 filing added these four locations in Pennsylvania. * Oxford: 55 North 3rd St * Butler: 178 Point Plaza * Lebanon: 1130 Cumberland St * Carlisle: 429 South Hanover St Another four locations were added in the November 7 filing. * Philadelphia: 810 S Broad St * Mechanicsburg: 30 Cumberland Parkway * Dresher: 1650 Limekiln Pike * Melrose Park: 1401 West Cheltenham Ave Customer Impact The Sun reports that some customers are experiencing delays in receiving their medications. Rite Aid isn't the only pharmacy chain closing stores. CVS stated in 2021, they would close 300 stores annually until 2024, while Walgreens will close 150 locations across the United States over the coming months. This vast reduction could lead to pharmacy deserts impacting communities. "Pharmacy deserts have been a longstanding issue that has gotten worse with recent closures of both independent and chain pharmacies... When pharmacies close, there are some people who stop taking their medications — especially if they live in pharmacy deserts. Others may take time off work or delay picking up their prescriptions...The mass closure of pharmacies fail vulnerable communities." Dima Qato, an associate professor at the University of Southern California School of Pharmacy. About Rite Aid Corp. 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 Oct. 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 Restructuring Administration as claims and noticing agent. RITE AID: Closes About 49 Stores in Pennsylvania Amid Chapter 11 ---------------------------------------------------------------- Ashley Adams of The Keystone reports that through its Chapter 11 bankruptcy process, Rite Aid announced it is closing more than 150 stores, including nearly 40 across the commonwealth of Pennsylvania. Rite Aid plans to close about 7% of its stores initially, including almost 40 in Pennsylvania, as the drugstore chain makes its way through its Chapter 11 bankruptcy process. The company submitted a list of 154 stores it plans to close in a court filing. Most of the chain's stores are on the East and West coasts, and the list reflects that. In addition to the locations in Pennsylvania, other states where the drugstore chain plans to close include New York, New Jersey, California, Washington, Michigan, and Ohio. The company has lost about $1.3 billion in the first half of its fiscal year. That's more than double the $441 million it lost in the same period during the previous fiscal year. Rite Aid said in its Tuesday bankruptcy court filing that it also may close additional stores. The drugstore chain said it will continue to fill prescriptions at the stores due to close and take online shopping orders, as well as honor rewards members specials. The Philadelphia company has struggled financially for years and also faces financial risk from lawsuits over opioid prescriptions like its bigger rivals, CVS and Walgreens. Closings like Rite-Aid’s can create so-called "pharmacy deserts," or neighborhoods without easy access to a drugstore. That can be poor neighborhoods where residents are less likely to own cars and a drugstore is more than half a mile away. It also refers to rural areas where drug stores may be miles away. Aside from filling prescriptions, many of these stores also have become growing sources for annual vaccines and health care in recent years. Store Closures The following Rite-Aid locations in Pennsylvania are closing: * Parade Street, Erie * North Fifth Street, Philadelphia * Main Street, Pennsburg * Cottman Avenue, Philadelphia * Old York Road, Abington * Market Street, Johnstown * New Falls Road, Levittown * Bustleton Avenue, Philadelphia * West Lancaster Avenue, Ardmore * East Washington Lane, Philadelphia * Wyoming Avenue Suite 9, West Pittston * Heacock Road, Yardley * West Dauphin Street, Philadelphia * Liberty Street, Erie * Route 196, Suite 14, Tobyhanna * West 9th Street, Chester * East Baltimore Pike, Yeadon * Stenton Avenue, Philadelphia * Oxford Avenue, Philadelphia * Lansdowne Avenue, Philadelphia * Stevenson Boulevard, New Kensington * East Central Avenue, Titusville * South West End Boulevard, Quakertown * North 63rd Street, Philadelphia * Brighton Avenue, Rochester * Library Road, Bethel Park * University Boulevard, Moon Township * Saw Mill Run Boulevard, Pittsburgh * Keeport Drive, Pittsburgh * Route 30, Greensburg * William Penn Highway, Export * Wilmington Road, New Castle * West Union Boulevard, Bethlehem * South Fourth Street, Allentown * East Venango Street, Philadelphia * Torresdale Avenue, Philadelphia * West Ridge Avenue, Conshohocken * Eisenhower Drive, Hanover * Wertzville Road, Mechanicsburg 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. ROBBIN'S NEST: Unsecured Creditors to Split $40K over 60 Months --------------------------------------------------------------- Robbin's Nest for Children, LLC, submitted a Third Amended Disclosure Statement describing Plan of Reorganization dated November 6, 2023. On the Effective Date, all property of the Debtor's bankruptcy estate will vest in the Debtor, as the Reorganized Debtor, free and clear of all liens, claims and encumbrances, except as may be provided by the Plan. The Reorganized Debtor will thereupon be authorized to conduct the liquidation of its assets and to pay all Creditors the full amounts of their Allowed Claims. The Plan does not propose to modify or supplant any federal or state laws or regulations that may be applicable to the Reorganized Debtor. As of the Effective Date of the Plan, the Reorganized Debtor will be responsible for all payments and distributions to be made under the Plan to the holders of Allowed Claims, together with any payments that become due under any executory contract or unexpired lease assumed by the Debtor or the Reorganized Debtor. Each executory contract and unexpired lease to which the Debtor is determined to be a party shall be deemed rejected unless the Debtor expressly assumes a particular executory contract or lease before the Effective Date. Class 4 consists of General Unsecured Claims. The Debtor will pay these general unsecured claims $40,000.00 on a pro rata basis over 60 months in equal monthly installments of $667.00 with the first monthly payments being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. Any payment less than $5.00 will be held until the payment equals more than $5.00 and then it will be sent to the respective general unsecured creditor. Once the $40,000.00 is paid in full, the balance owed to these general unsecured creditors will be discharged. It is noted that the liquidation analysis reflects that these general unsecured creditors would receive 5.94% of the amount they are owed which is $413,054.41 and $24,535.43 is the 5.94% is what they would get in a chapter 7 bankruptcy case. They will be receiving $40,000.00 in this chapter 11 case, which is approximately 9.68% and meets the best interest of the creditors test. This class is impaired. Robin Kemp is the only insider in this case. She is the owner and managing member of the Debtor. Insiders will not be paid any pre petition claims during the term of the Plan and their claims will be discharged upon confirmation of the Plan. The equity interest holder and managing member is Robbin Kemp. Robbin Kemp will retainer 100% of her interest in Robbin's Nest for Children, LLC. Ms. Kemp will not be reimbursed for any debt the Debtor may owe her. The Debtor believes that it will have sufficient disposable income to fund the Plan. Pursuant to the provisions of Sections 1141(b) and 1141(c) of the Bankruptcy Code, all assets of the Debtor that remain will vest in the Reorganized Debtor on the Effective Date free and clear of all Claims, Liens, encumbrances, charges and other interests of the holders of Claims and Equity Interests, except as otherwise provided in the Plan. A full-text copy of the Third Amended Disclosure Statement dated November 6, 2023 is available at https://urlcurt.com/u?l=DX4AQR from PacerMonitor.com at no charge. Attorneys for Debtor: Margaret M. McClure 25420 Kuykendahl, Suite B300-1043 The Woodlands, Texas 77375 (713) 659-1333; (713) 658-0334 (fax) Email: Margaret@mmmcclurelaw.com About Robbin's Nest for Children Robbin's Nest for Children, LLC, was established in 2017 by Robbin Kemp, which did well in housing youths while giving them the servicesthat were needed to create normalcy. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 23-30735) on March 3, 2023, with as much as $1 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Margaret M. McClure, Esq., as legal counsel and Karyn Andersen of Total Sum, LLC as bookkeeper. ROCKING M MEDIA: Hires Tideline Partners as Real Estate Broker -------------------------------------------------------------- Rocking M Media, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Gregory J. Guy of Tideline Partners, LLC as real estate broker. The firm will advertise and sell all of the Debtors' remaining radio stations and related assets. The firm will charge a buyer's premium of 5 percent up to $3,000,000 plus 2 percent of any consideration in excess of $3,000,000 of the total consideration received for each of the Radio Stations. The firm will seek reimbursement for any costs or expenses in addition to its commission. 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: Gregory J. Guy Tideline Partners, LLC 2148 Jimmy Durante Blvd Suite B Del Mar, CA 92014 Tel: (760) 295-9111 About Rocking M Media, LLC Rocking M Media, LLC and its affiliates own and operate radio stations, radio networks, and digital media platforms that provide music, news, sports, and weather to its listeners and viewers. Rocking M Media supports local, regional, and national businesses and organizations across the State of Kansas as well as Nebraska, Colorado, Oklahoma, and Texas. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-20242) on March 26, 2022. In the petition signed by Monte M. Miller, chief executive officer, the Debtors disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Dale L. Somers oversees the case. Sharon L. Stolte, Esq., at Sandberg Phoenix & von Gontard PC is the Debtors' counsel. Kansas State Bank of Manhattan, as creditor, is represented by Nicholas J. Zluticky, Esq., at Stinson LLP. Belate, LLC, as creditor, is represented by Andrea Chase, Esq., at Spencer Fane LLP. Farmers and Merchants Bank of Colby, as creditor, is represented by Scott M. Hill, Esq. at Hite, Fanning & Honeyman L.L.P. SCUNGIO BORST: Unsecureds to Get Remaining SBA Plan Trust Assets ---------------------------------------------------------------- Scungio Borst & Associates, LLC and the Official Committee Of Unsecured Creditors of the Estate of Debtor submitted a Modified Joint Plan of Liquidation (With Technical Modifications). Under the Plan, Class 2 consists of General Unsecured Claims. As soon as reasonably practicable after the Effective Date, (a) after full payment of Allowed Administrative Expense Claims including the Professional Fee Claims, (b) after full payment of Allowed Class 1 Priority Non-Tax Claims and Priority Tax Claims, and (c) after full payment of all the professional fees and expenses incurred by the SBA Plan Trust, including the fees and expenses of SBA Plan Administrator, the SBA Plan Trust Administrator in accordance with the Plan and the SBA Plan Trust Agreement shall Distribute the remaining SBA Plan Trust Assets on a Pro-Rata basis to holders of Allowed Class 2 Claims, as and when funds are available for such purpose. After all the SBA Plan Trust Assets have been fully liquidated or abandoned, and the proceeds distributed in accordance with the Plan and SBA Plan Trust Agreement, the SBA Plan Trust shall be closed. No interest will be paid on account of Class 2 Claims. No portion of any Class 2 Claim shall be Allowed to the extent that it is for post-petition interest or other similar post-Petition charges. Any Allowed Class 2 Claim as to which insurance coverage exists shall not receive a distribution hereunder, but shall be paid exclusively as provided under the applicable policy or policies of insurance. Class 2 is impaired. On the Effective Date, the SBA Plan Trust shall be formed pursuant to this Plan and the SBA Plan Trust Agreement. Except for the Professional Fee Reserve, all other Assets of the Debtor, including Causes of Action, Avoidance Actions and the 418 Federal Receivable, shall be assigned to and vest in the SBA Plan Trust free and clear of Liens, Claims and Encumbrances, subject to the provisions of the Plan. Except as set forth in Article VIII. §8.3 below with respect to the KPG-MCG Litigation, the SBA Plan Trust Administrator shall administer the Assets in possession of the Debtor's estate from and after the Effective Date and the SBA Plan Trust Administrator shall be deemed the judicial substitute for the Debtor as the party-in-interest in the Chapter 11 Case or any judicial proceeding or appeal to which the Debtor is a party, consistent with §1123(b)(3)(B) of the Bankruptcy Code. Distributions from the SBA Plan Trust assets shall be made as set forth in the Plan and the SBA Plan Trust Agreement. "SBA Plan Trust" means the trust established pursuant to the Plan and the SBA Plan Trust Agreement to administer the SBA Plan Trust Assets for the benefit of the holders of Allowed Administrative Expense Claims, Priority Tax Claims, Class 1 Priority Non-Tax Claims and Class 2 Allowed General Unsecured Claims against the Debtor. "SBA Plan Trust Administrator" means the SBA Plan Trust Administrator disclosed in a notice filed on the docket of the Chapter 11 Case no less than seven (7) days prior to the commencement of the Confirmation Hearing and approved by the Bankruptcy Court in the Confirmation Order, or any successor administrator who may subsequently be appointed jointly by the Debtor and the Committee, pursuant to the terms of the SBA Plan Trust Agreement. "SBA Plan Trust Advisory Board" means one or more beneficiaries of the SBA Plan Trust including, Aris J. Karalis, Esquire, Karalis PC ("Karalis"), and Edmond M. George, Esquire, Obermayer Rebmann Maxwell and Hippel ("George"), on behalf of the holders of administrative claims, and two additional members selected by the Committee on behalf of the holders of unsecured claims, each of which will be identified in the SBA Plan Trust Agreement, and which board shall have the authority as set forth in the SBA Plan Trust Agreement. Upon the Allowed Professional Fee Claims, Administrative Expense Claims, Priority Non-Tax Claims and Priority Claims being paid as provided by the provisions of the Plan, Karalis and George shall resign from the SBA Plan Trust Advisory Board. "SBA Plan Trust Agreement" means the SBA Plan Trust Agreement attached to this Plan as Exhibit 1.65 and made a part hereof. Attorneys for the Debtor: Aris j. Karalis, Esq. Robert W. Seitzer, Esq. Robert M. Greenbaum, Esq. KARALIS PC 1900 Spruce Street Philadelphia, PA 19103 (215) 546-4500 Attorneys for the Official Committee of Unsecured Creditors: Edmond M. George, Esq. Michael D. Vagnoni, Esq. OBERMAYER REBMANN MAXWELL & HIPPEL LLP Centre Square West 1500 Market Street, Suite 3400 Philadelphia PA 19102 (215) 665-3140 A copy of the Modified Joint Plan of Liquidation dated October 20, 2023, is available at https://tinyurl.ph/fODgy from PacerMonitor.com. About Scungio Borst & Associates Scungio Borst & Associates, LLC, is a worldwide construction services firm specializing in general construction, consulting and project management. It is based in Camden, N.J. Scungio Borst & Associates filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 22-10609) on March 11, 2022, with $10 million to $50 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. The Debtor tapped Karalis, PC, led by Aris J. Karalis, Esq., as legal counsel; MillerSearles, LLC as tax services provider; and Harlyn Consulting, LLC as financial support consultant. SDPBC ACQUISITION: Hires Law Offices of Kit J. Gardner as Counsel ----------------------------------------------------------------- SDPBC Acquisition LP seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Law Offices of Kit J. Gardners as counsel. The firm's services include: a. assisting and rendering advice concerning the rights and remedies of the Debtor with respect to the property and liabilities of the estate; b. representing the Debtor on behalf of the estate before this Court, including assisting in the preparation of pleadings, reports and orders as the Debtor, on behalf of the estate, shall require in order to protect the interests of the estate; c. assisting in the preparation of applications of employment and preparation and review of fee applications and, where appropriate, filing objections to the fee applications of other professional; d. providing advice with respect to the Debtor's reorganization, including the evaluation and, if appropriate, the development and preparation of a subchapter V plan of Reorganization to effectuate the Debtor's reorganization; and e. providing such other reasonable and related services within the scope of engagement as may be requested by the Debtor from time to time. The firm will be paid at these rates: Kit J. Gardners $480 per hour Clerk, paralegals and other lawyers $90 to 480 per hour The firm received a retainer in the amount of $41,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kit J. Gardners, a partner at Law Offices of Kit J. Gardners, 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: Kit James Gardner, Esq. Law Offices of Kit J. Gardner 501 West Broadway, Suite 800 San Diego, CA 92101 Telephone: (619) 525-9900 Facsimile: (619) 374-2241 Email: kgardner@gardnerlegal.com About SDPBC Acquisition LP The Debtor provides optimized design and manufacturing of retail and specialty packaging. Its capabilities include custom print and finishes, as well as fulfillment services providing box assembly, product packaging, product storage, and kitting. SDPBC Acquisition LP in San Diego, CA, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Cal. Case No. 23-03065) on October 5, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Paul E. Mayer as manager of SDPBC Holdings LLC, General Partner of the Debtor, signed the petition. LAW OFFICES OF KIT J. GARDNER serve as the Debtor's legal counsel. SDS COLCON OWNER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: SDS Colcon Owner LLC 132 Remsen Street Brooklyn, NY 11201 Business Description: The Debtor owns a condominium development project located at 63 Columbia Street, Brooklyn, NY 11201, which is approximately 75%-80% complete. The Property is being built to house 11 residential condominium units having a total sale close out value of approximately $25 million. Chapter 11 Petition Date: November 13, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-44130 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Kevin Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave New York, NY 10017-5690 Email: knash@gwfglaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Louis V. Greco, Jr., as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IN4FNDI/SDS_Colcon_Owner_LLC__nyebke-23-44130__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Townsend Ventures LLC Lender $5,805,000 1336 Bolton Road Pelham, NY, 10803 2. Romspen Lender $3,633,349 162 Cumberland Street Suite 300 Toronton, Ontario M5R 3N5 3. Consolidated Edison Goods & $9,395 PO Box 1702 Services New York, NY 10116-1702 4. Webster-Schippers LLC Lender $889,520 10 Pierrepont Street Brooklyn, NY 11201 5. Samuel Eldad Lender $827,000 196 Columbia Heights Brooklyn, NY 11201 6. Hal Friedman Lender $662,900 140 Remsen Street Brooklyn, NY 11201 7. Wagner, Ferber, Fine & Lender $3,954 Ackerman 66 South Tyson Avenue Floral Park, NY 11001 8. Jay M. Schippers Realty Lender $196,960 10 Pierrepont Street Brooklyn, NY 11201 9. Colcon Preferred LLC Lender $195,000 132 Remsen Street Brooklyn, NY 11201 10. Jay M. Schippers Realty Lender $8,100 10 Pierrepont Street Brooklyn, NY 11201 11. William Lewis Wexler Professional $4,329 395 East 4th Street Services Brooklyn, NY 11218 12. Shahram David Behin Broker $86,500 130 Washington Avenue Commisssion Brooklyn, NY 11205 13. David Yassky Lender $75,150 63 Joralemon Street Brooklyn, NY 11201 14. Scott Heffler Lender $37,575 235 West Hobart Gap Rd Livingston, NJ 07039 15. Robert Dietz Lender $37,575 464 Hartung Drive Wyckoff, NJ 07481 16. Stephen Dietz Lender $37,575 96 State Street Brooklyn, NY 11201 17. Charles Henry/ Lender $37,575 Deborarh Buell 221 Congress Street Brooklyn, NY 11201 18. Robert Bo Rodgers Lender $37,575 8 Ramsen Street, Apt 6 Brooklyn, NY 11201 19. Warren L. Forman Lender $37,575 40 West Beech Street Long Beach, NY 11561 20. Townsend Ventures LLC Lender $32,000 1336 Bolton Road Pelham, NY 10803 SHIFT TECHNOLOGIES: Seeks to Hire Daniel Clar Auctioneers --------------------------------------------------------- Shift Technologies, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Daniel Clar Auctioneers & Appraisers as auctioneer and appraiser. The firm's services include: (a) cataloging and appraising the Debtors' remaining equipment and other personal property ("Assets"); (b) photographing the Assets and uploading those images to the Auctioneer's website; (c) assisting with, among other things, the solicitation of potential buyers of the Assets; (d) marketing efforts related to the auction of the Assets, including, but not limited to, direct mail and social media campaigns to its database of known industry contacts; (e) in connection with the solicitation of potential buyers, handling requests for information regarding the Debtors' equipment including providing potential buyers with images and descriptions of each individual Asset; (f) managing and coordinating any distributions upon the Asset Sales including reporting and paying to the California State Board of Equalization all collected sales tax; (g) managing and maintaining the website and/or mobile application for the purpose of managing the online auction; and (h) providing such other auction services as may be requested by the Debtors from time to time. The firm will be paid a flat fee of $5,000 for the appraisal of the Assets. The firm will be paid a 10 percent commission fee, which will be paid from the auction proceeds. Additionally, online buyers will pay a 15 percent premium. The firm's expenses associated with the auction and sale of the Debtors' Assets, which are capped at $15,000, will be collected and paid from the auction proceeds. 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: Daniel Clar Daniel Clar Auctioneers & Appraisers 1390 Broadway Suite B #373 Placerville, CA 95667 Tel: (619) 247-8782 About Shift Technologies, Inc. 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. SHROQ REALTY: Dives Into Chapter 11 Bankruptcy ---------------------------------------------- Shrog Realty Partners LLC filed for Chapter 11 protection in the Eastern District of New York. According to court filing, the Debtor reports $1 million and $10 million. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 3, 2023, at 10:00 A.M. About Shrog Realty Partners Shrog Realty Partners LLC Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Shroq Realty Partners LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43617) on October 5, 2023. In its petition, the Debtor reports estimated assets between $500,000 and $1 million and $1 million and $10 million. The Honorable Bankruptcy Judge Jil Mazer-Marino handles the case. SIGNATURE DELIVERY: Hires McClure O'Farell LP as Legal Counsel -------------------------------------------------------------- Signature Delivery & Moving LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ McClure O'Farell LP as counsel. The firm will provide these services: a. give the Debtor legal advice with regard to the powers and duties of a Debtor in Possession in the continued operation and management of the property of the Debtor; b. give the Debtor legal advice and assistance in the preparation of a Plan of Reorganization and other issues that may arise during the Chapter 11 case; and c. represent the Debtor in Possession in other legal matters that may arise during the course of the case. The firm will be paid $350 per hour, plus reasonable out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $5,000. Mr. O'Farrell 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: Thomas B. O'Farrell, Esq. 691 S 1100 E Zionsville, IN 46077 Tel: (317) 867-4130 E-mail: ecf@mcclureofarrell.net About Signature Delivery & Moving LLC Signature Delivery & Moving LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ind. Case No. 23-40270) on October 26, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by McCLURE O'FARRELL LP. SKILLZ INC: Incurs $33.6 Million Net Loss in Third Quarter ---------------------------------------------------------- Skillz Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $33.55 million on $36.43 million of revenue for the three months ended Sept. 30, 2023, compared to a net loss of $83.23 million on $59.22 million of revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $85.85 million on $120.97 million of revenue compared to a net loss of $295.4 million on $222.84 million of revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $428.12 million in total assets, $200.38 million in total liabilities, and $227.73 million in total stockholders' equity. Since inception, the Company has financed its operations primarily from the sales of capital stock. As of Sept. 30, 2023, the Company's principal sources of liquidity were its cash and cash equivalents in the amount of $330.2 million, which are primarily invested in money market funds and marketable securities with maturities of less than three months, and marketable securities in the amount of $6.9 million. Skillz said, "Our existing liquidity resources are sufficient to continue operating activities for at least one year past the issuance date of the condensed consolidated financial statements. Our future cash requirements will depend on many factors, including our rate of revenue growth and the expansion of our sales and marketing activities. We also may invest in or acquire complementary businesses, applications or technologies." Management Commentary "We continue to make progress on our initiatives to improve the business, though our third quarter results highlight the fact that the Company still needs to improve its execution to be positioned to deliver consistent top line growth and positive cash flow," said Andrew Paradise, Skillz' CEO. "Our unit economics are demonstrating improvement due in part to the introduction of new features that increase player engagement and monetization. Notwithstanding this progress, our traffic continues to hinder our operating performance. Given our return to attractive user economics, we will now begin to transition toward scaling the business. We expect our continued progress will position us to generate quarterly sequential profitable revenue growth beginning next year and to achieve positive Adjusted EBITDA on a run rate basis in the fourth quarter of 2024." Jason Roswig, president and CFO, added, "The third quarter performance clearly demonstrates our prudent management of the business as reflected in the improvement of our operating expenses. This, alongside our strong cash position at quarter end of approximately $339.9 million, provides us with the flexibility to deploy capital across value enhancing initiatives including the development and introduction of new product features on a consistent basis." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1801661/000162828023037874/sklz-20230930.htm About Skillz Inc. Headquartered in San Francisco, California, Skillz Inc. -- www.skillz.com -- is a mobile games platform dedicated to bringing out the best in everyone through competition. The Skillz platform helps developers create multi-million dollar franchises by enabling social competition in their games. Leveraging its patented technology, Skillz hosts billions of casual eSports tournaments for millions of mobile players worldwide, with the goal of building the home of competition for all. Skillz reported a net loss of $438.87 million in 2022, a net loss of $187.92 million in 2021, and a net loss of $149.08 million in 2020. As of March 31, 2023, the Company had $612.16 million in total assets, $357.77 million in total liabilities, and $254.38 million in total stockholders' equity. * * * As reported by the TCR on April 28, 2023, Moody's Investors Service downgraded Skillz Inc.'s corporate family rating to Caa2 from Caa1 following the company's recent repurchase of more than 50% of its outstanding debt at sizable discount to par, reducing available liquidity to fund projected cash flow deficits. Moody's said the Caa2 CFR reflects the increased risk that Skillz's debt capital structure is unsustainable due to reduced liquidity to fund projected cash flow deficits. Also in April 2023, S&P Global Ratings raised its issuer credit rating to 'CCC+' from 'SD' (selective default). The negative outlook reflects uncertainty around the Company's ability to turn its substantially negative cash flow positive over the next three years given ongoing challenges in right-sizing its operations and its unproven business model. SOILOGIC INC: Seeks to Hire Foundation Financial as Accountant -------------------------------------------------------------- Soilogic, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Foundation Financial and Accounting Services, LLC as accountant. The firm will perform accounting services such as monthly bank reconciliation and preparation of financial statements, accounts receivable, accounts payable, payroll and quarterly payroll returns. The firm will be paid $2,000 per month. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kelsey Smith, a partner at Foundation Financial and Accounting Services, 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: Kelsey Smith Foundation Financial and Accounting Services, LLC 1821 56th Avenue Ste A4 Greeley, CO 80634 Tel: (970) 786-0220 About Soilogic, Inc. Soilogic, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 23-14217-KHT) on September 19, 2023. The Debtor hires Allen Vellone Wolf Helfrich & Factor P.C. as counsel. SOUTH BROADWAY: Case Summary & Six Unsecured Creditors ------------------------------------------------------ Debtor: South Broadway Realty Enterprise, Inc. 640 South Broadway Hicksville, NY 11801 Business Description: South Broadway owns a commercial building located at 640 South Broadway Hicksville, New York 11801 valued at $2.5 million. Chapter 11 Petition Date: November 13, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-74237 Judge: Hon. Alan S. Trust Debtor's Counsel: Avrum J. Rosen, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New St Huntington, NY 11743-3327 Tel: 631-423-8527 Fax: 631-423-4536 Email: arosen@ajrlawny.com Total Assets: $2,500,013 Total Liabilities: $2,080,067 The petition was signed by Francesco Guerrieri as president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/74I4LJQ/South_Broadway_Realty_Enterprise__nyebke-23-74237__0001.0.pdf?mcid=tGE4TAMA STULTZ & STEPHAN: Amends Huntington Bank Secured Claim Details -------------------------------------------------------------- Stultz & Stephan, Ltd., submitted a First Amended Plan of Reorganization dated November 2, 2023. The purpose of this amended Plan is to incorporate revised payment terms with The Huntington National Bank ("HNB") which the Debtor and HNB have agreed upon. These amendments do not affect the treatment of any other claims. The Debtor continues to operate its business successfully after the filing of this case. Shortly after filing, the Debtor was able to reach an agreement with HNB regarding the extent of HNB's lien on the Debtor's assets. This resulted in an agreed order concerning the use of cash collateral. No changes in management have occurred, and Mr. Stultz continues as the sole member and president of the Debtor. Mr. Stultz will continue as the sole member and president following the confirmation of a plan of reorganization. The final Plan payment is expected to be paid on or about October 1, 2028, unless there are sufficient funds to pay the claims of creditors earlier. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from future income. Non-priority unsecured creditors holding allowed claims will receive distributions which the Debtor has valued at 100 cents on the dollar. This Plan also provides for the payment in full of all administrative and priority claims. Class 2 consists of the Secured Claim of The Huntington National Bank. The Huntington National Bank ("HNB") elected to be treated under section 1111(b) of the Bankruptcy Code; therefore, HNB's secured claim will be valued under this Plan at $1,236,813.03. This Secured Claim will be paid over twelve years from the Effective Date in 144 equal monthly installments of $8,588.98. The present value of these payments, with a discount factor of 10.5%, is approximately $701,000.00, which exceeds the value of HNB's collateral per HNB's filed proof of claim. Payments will commence on the first day of the month following the month in which the Effective Date occurs. HNB will retain any lien or interest it may have in the assets of the Debtor to secure its allowed secured claim under this Plan. There will be no penalty for pre-payment of HNB's secured claim. Like in the prior iteration of the Plan, holders of allowed non priority unsecured claims in Class 3 will receive payment in full on the Effective Date. Payments to be made under this Plan will be made from the funds of the Debtor existing on the Effective Date, as well as funds generated subsequent to the Effective Date from the Debtor's operations. A full-text copy of the First Amended Plan dated November 2, 2023 is available at https://urlcurt.com/u?l=LOlmXz from PacerMonitor.com at no charge. Attorneys for Debtor: John W. Kennedy, Esq. Myron N. Terlecky, Esq. Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA 575 South Third Street Columbus, OH 43215 Telephone: (614) 228-6345 Facsimile: (614) 228-6369 Email: jwk@columbuslawyer.net About Stultz & Stephan Stultz & Stephan, Ltd., is an Ohio limited liability company which operates a law firm with offices located in Tiffin and Columbus, Ohio. Stultz & Stephan sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-52039) on June 16, 2023, with up to $1 million in assets and up to $10 million in liabilities. Michael D. Stultz, member of Stultz & Stephan, signed the petition. Judge C. Kathryn Preston oversees the case. John W. Kennedy, Esq., at Strip Hoppers Leithart McGrath & Terlecky Co., LPA, is the Debtor's legal counsel. SUPOR PROPERTIES: Unsecureds Will Get 100 Cents on Dollar in Plan ----------------------------------------------------------------- Supor Properties Bergen Avenue, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey an Original Disclosure Statement describing Plan of Reorganization dated November 6, 2023. The Debtor is in the business of a multifaceted, unique technical industrial support facility provider in addition to its real estate, landlord business. This is a Reorganizing Plan. In other words, the Proponent seeks to accomplish payment under the plan by paying the creditors of the Debtor in equity refinance proceeds, cash flow operations, and future income by January 30, 2024 from closing proceeds as per the Plan of Reorganization terms proposed. The Plan would allow all administrative and secured, if not all creditors, full satisfaction and accord, and does not prejudice or detriment to any class of creditor, but resolves all litigation discontinuance of this and all related actions, while avoiding the hardships and prejudices and unwarranted and unnecessary, nor adequate for liquidation, change of control. In summary, the Plan proposes to pay Creditors 100% paid in full. The final Plan payment is expected to be paid on refinance closing. The Plan proponent contends that Debtor's financial projections are feasible in light of the financial records maintained by the Debtor prior to and during the case. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. The Plan also provides for the payment of administrative and priority claims. Class 3 consists of all non-priority unsecured claims of TeamDream, Inc. ($100,000); TeamDream, Inc. c/o AD3D-ADND Corp. ($283,000); and Global International Advisors, LLC ($496,000). Paid in full in cash on same basis as secured creditor. The Plan will be funded by a refinance of the Debtor's Property by replacement mortgage. A full-text copy of the Disclosure Statement dated November 6, 2023 is available at https://urlcurt.com/u?l=5vRY6I from PacerMonitor.com at no charge. Counsel for Debtor: Tomei & Tomei, PLLC Jeffrey E. Tomei, Esq. 963 Post Avenue State Island, NY 10302 Telephone: 718-815-0700 Fax: 866-358-2589 Email: jtomeilaw@gmail.com About Supor Properties Supor Properties Bergen Avenue LLC is in the business of a multifaceted, unique technical industrial support facility provider in addition to its real estate, landlord business. The Debtor filed Chapter 11 Petition (Bankr. D.N.J. Case No. 23-15758) on July 5, 2023, with $0 to $50,000 in assets and $10 million to $50 million in liabilities. Joseph Supor III, authorized member, co-trustee of Marital Trust, signed the petition. Jay Meyers, Esq. of J. MEYERS PLLC represents the Debtor as legal counsel. SYSTEM1 INC: Posts $163.3 Million Net Loss in Third Quarter ----------------------------------------------------------- System1, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $163.33 million on $87.82 million of revenue for the three months ended Sept. 30, 2023, compared to a net loss of $313.70 million on $156.89 million of revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $250.63 million on $305.85 million of revenue compared to a net loss of $390.92 million on $472.16 million of revenue for the period from Jan. 27, 2022 through Sept. 30, 2022. As of Sept. 30, 2023, the Company had $927.54 million in total assets, $687.07 million in total liabilities, and $240.48 million in total stockholders' equity. System1 said, "The declining cash flows and financial performance raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year following the date that these condensed consolidated financial statements are issued. The Company has both developed and implemented plans to improve its liquidity." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1805833/000180583323000174/sst-20230930.htm About System1 Headquartered in Marina Del Rey, CA, System1, Inc. operates an omnichannel customer acquisition platform, delivering high-intent customers to advertisers and marketing antivirus software packages to end user customers. Los Angeles, California-based PricewaterhouseCoopers LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 5, 2023, citing that the Company has violated a covenant which resulted in the outstanding principal balances under the Company's Term Loan and Revolving Facility with Bank of America being callable at the request of, or with the consent of, the required majority lenders and has insufficient liquidity to settle the outstanding principal balances of the Term Loan and Revolving Facility that raise substantial doubt about its ability to continue as a going concern. TACORA RESOURCES: Commences Sale Solicitation Process ----------------------------------------------------- Tacora Resources Inc. with the assistance of Greenhill & Co. Canada Ltd., and under the supervision of FTI Consulting Canada Inc., the company's monitor, has initiated a solicitation process to solicit interest in, and opportunities for (a) sale of all, substantially all, or certain portions of the property or the business of the Company; or (b) an investment in, restructuring, recapitalization, refinancing or other form of reorganization of the Company or its business as a going concern, or a combination thereof. The solicitation process is a two-phased process. Qualified interested parties who wish to submit a bid in the solicitation process must deliver a non-binding letter of interest to Greenhill with a copy to the Monitor in accordance with the solicitation order, by no later than 12:00 p.m. (Eastern Time) on Dec. 1, 2023. Binding offers must be submitted by no later than Jan. 19, 2024, at 12:00 p.m. (Eastern Time) in accordance with the solicitation order. Any party interested in receiving additional information about, or in participating in the solicitation process should contact Greenhill at ProjectElement2023@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. TELESAT CANADA: S&P Cuts ICR to 'SD' on Distressed Debt Repurchase ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating (ICR) on Telesat Canada to 'SD' (selective default) from 'CCC+'. At the same time, S&P lowered its issue-level rating on the company's term loan and senior secured term loan to 'D' (default) from 'CCC+'. S&P Global Ratings also affirmed its issue-level ratings on the company's senior secured and unsecured notes at 'D' (default) as we believe additional near-term repurchases of the notes is likely. From July 31, to Nov. 3, 2023, Telesat repurchased a portion of its term loan B loans with a principal amount of C$177.2 million (US$131 million) for retirement in exchange for C$133.6 million (US$98.8 million) through open market purchases. S&P views the repurchase of the term loans as distressed because the debtholders received materially less value (about 75 cents per dollar on average) than originally promised. Telesat's management has mentioned that from time to time they will continue to seek and repurchase existing debt in open market transactions. Therefore, S&P expects the company will make further debt repurchases through open market and privately negotiated transactions. S&P said, "We view the transaction as distressed and tantamount to a default under our criteria because the participating lenders received less value than they were initially promised under the original securities. Although the debt repurchases modestly reduced Telesat's interest expense and balance-sheet debt, we still believe the company's existing capital structure is vulnerable. Moreover, the limited growth opportunities from Telesat's legacy geosynchronous earth orbit (GEO) operations as well as still higher investments (which Telesat has recently reduced with an MDA contract) and the time to launch the company's next-generation low-earth orbit (LEO) satellite network (Lightspeed) increase the risk that cash flow and liquidity could weaken through Telesat's 2026 and 2027 debt maturities. "We plan to reassess our ICR on Telesat in the next couple of weeks incorporating both the long-term sustainability of the company's capital structure and the potential risk of further distressed exchange transactions." TOPSECRET RESORT: Case Summary & Nine Unsecured Creditors --------------------------------------------------------- Debtor: TopSecret Resort of Orlando, LLC 3155 S. John Young Parkway Orlando, FL 32805 Chapter 11 Petition Date: November 13, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-04773 Debtor's Counsel: R.Scott Shuker, Esq. SHUKER & DORRIS, P.A. 121 S. Orange Avenue Suite 1120 Orlando, FL 32801 Tel: (407) 337-2060 Email: rshuker@shukerdorris.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Michael R. Spielvogel as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LN5N6XA/TopSecret_Resort_of_Orlando_LLC__flmbke-23-04773__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Nine Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Bishman Surveying & Mapping Surveying $5,000 32 W. Plant St. Winter Garden, FL 34787 Aron D. Bishman Phone: 407-905-8877 Email: aron@bishmansurveying.com 2. Deb Rutledge Accounting $15,000 227 Flamingo Dr. Services Sanford, FL 32773 3. Jim Harrison Trade Debt $550,000 c/o Barrett Chapman & Ruta 18 Wall Street Orlando, FL 32801 4. Lowndes Legal Services $7,913 P.O. Box 2809 Orlando, FL 32802 Tel: 407-843-4600 5. Scott South Legal Services $35,000 4312 Down Point Lane Windermere, FL 34786 6. Secrets Enterprises Trade Debt $1,000,000 1635 E Hwy 50 Clermont, FL 34711 James Callahan 7. Spectrum Internet Services $100,000 4104 Millenia Blvd. Orlando, FL 32839 Tel: 866-874-2389 8. Whynot Law Firm Legal Services $21,557 2003 Longwood Lake Mary Road Suite 1007 Longwood, FL 32750 Eric Whynot 9. Wyrenet Technologies, Inc. Information $28,310 315 E. Robinson Technology Street Services Suite 107 Orlando, FL 32801 Christian Paez TREEIUM INC: Hires Law Offices of Michael Jay Berger as Counsel --------------------------------------------------------------- Treeium Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger as counsel. The firm's services include: a. communicating with creditors of the debtors; b. reviewing the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; c. advising the Debtor of its legal rights and obligations in a bankruptcy proceedings; d. working to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee; e. preparing status reports as required by the Court; f. responding to any motions filed in the Debtor's bankruptcy proceedings; and g. preparing a Chapter 11 Plan of Reorganization for the Debtor. The firm will be paid at these rates: Michael Jay Berger $595 per hour Sofya Davtyan, Partner $545 per hour Carolyn M. Afari/Robert Poteete $435 per hour Senior Paralegals and Law Clerks $250 per hour Paralegals $200 per hour The retainer is $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jay Berger, a partner at Law Offices of Michael Jay Berger, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Boulevard, 6th Floor, Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com About Treeium Inc. Treeium Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 23-11515) on October 20, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICES OF MICHAEL JAY BERGER. TRIMONT ENERGY: Hires Mr. Ryals of RCO Capital as CRO ----------------------------------------------------- Trimont Energy (NOW), LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Christopher O. Ryals of RCO Capital, LLC as chief operating officer. The firm's services include: a) Officers. Mr. Ryals to serve in the role of Chief Restructuring Officer (the "CRO") for the Debtors. The CRO shall devote such time to the performance of his services hereunder, including onsite involvement at the Debtors' office, as he determines appropriate in his sole discretion. b) Duties. Subject to his business judgment and fiduciary responsibilities and with the assistance of the Chief Executive Officer (the "CEO"), J. Hunter Coates, and the Chief Financial Officer ("the CFO"), Erik Bernal, the CRO shall have all the duties set forth in the resolutions adopted by the Debtors entitled "Appointment of Christopher O. Ryals as Chief Restructuring Officer and Related Matters" dated October 16, 2023 (collectively, the "Resolutions"). c) Responsibilities. Subject to the Resolutions, applicable bylaws, corporate governance processes, required outside approval and with the assistance of the CEO and other executive officers, the CRO will have primary responsibility for any efforts related to the Restructuring (as defined in the Resolution). Access to Information. In connection with this Engagement, RCO Capital shall have open and unfettered access to all the Debtors information that the CRO has reasonably deemed appropriate. Additionally, the Debtors will provide reasonable access to the Debtors' managers, employees, accountants, counsel, and other representatives (collectively the "Representatives") necessary to perform the services. e) Projections: Reliance: Limitation of Duties. The Debtors understands that the services to be rendered by the CRO may include the preparation of projections and other forward- looking statements, and that numerous factors can affect the actual results of the Debtors' operations, which may materially and adversely differ from those projections and other forward-looking statements. Mr. Ryals, as CRO, will be paid the hourly rate of $550. The firm will be entitled to the following incentive compensation fees: i) The firm will earn $200,000 upon the confirmation of a Chapter 11 plan of reorganization of one or more of the filing entities, and ii) Based on the amount of the aggregate consideration from the sale, transfer, or other disposition of the Debtors in one or more transactions, the firm will earn the following incentive compensation fees a) $50,000 if the aggregate consideration is $1,000,000 or less; or b) $100,000 if the aggregate consideration is less than $3,000,000 and greater than $1,000,000; or c) $150,000 if the aggregate consideration is greater than $3,000,000 but less than $5,000,000; or d) $200,000 if the aggregate consideration is greater than $5,000,000 but less than $7,000,000; or e) $300,000 if the aggregate consideration is greater than $7,000,000 but less than $9,000,000; or f) $400,000 if the aggregate consideration is greater than $9,000,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher O. Ryals of RCO Capital, 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: Christopher O. Ryals RCO Capital, LLC 141 W. Jackson Ste 3315 Chicago, IL 60604 Tel: (312) 929-2546 About Trimont Energy (NOW), LLC Trimont Energy (NOW) LLC in Houston, TX, filed its voluntary petition for Chapter 11 protection (Bankr. E.D. La. Case No. 23-11868) on October 25, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Christopher O. Ryals as chief restructuring officer, signed the petition. Judge Meredith S. Grabill oversees the case. HELLER, DRAPER & HORN, LLC serve as the Debtor's legal counsel. Christopher O. Ryals of RCO Capital, LLC as chief operating officer. TWENTY FIFTY: Hires Armory Consulting Co. as Financial Advisor -------------------------------------------------------------- Twenty Fifty LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Armory Consulting Co. as financial advisor. The firm will provide these services: a. providing strategic guidance to prepare and assist the Debtor through its bankruptcy; b. managing reporting requirements pertaining to the Bankruptcy Court and the U.S. Trustee's office, including (as applicable) Schedules and Statement of Financial Affairs, monthly operating reports, and cash flow projections; c. assisting with negotiating and serving as a liaison between the Debtor and its creditors or their representatives; d. providing testimony, including deposition testimony, before the Bankruptcy Court on matters within Armory's expertise and consistent with Armory's scope of services herein; e. assisting with the development of a plan of reorganization; f. preparing long-term projections and liquidation analysis; g. evaluating the possible rejection of any executory contracts and unexpired leases; h. assisting in the evaluation and analysis of avoidance actions and causes of action; i. overseeing analysis of creditors' claims; and j. providing additional services as may be mutually agreed upon in writing between Debtor and Armory. The firm will be paid at these rates: James Wong $575 per hour Armory's staff $375 to $475 per hour 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 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. UNITED BRANDS: Hires CliftonLarsonAllen LLP as Tax Accountant ------------------------------------------------------------- United Brands Products Design Development & Marketing, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ CliftonLarsonAllen LLP as tax accountant. The firm will assist in the preparation of the Debtor's state and federal tax returns for the year 2022. The firm will be paid at these rates: National Tax Office $600 to $700 per hour Principal/Signing Director $450 to $600 per hour Managers/Directors $350 to $450 per hour Seniors $250 to $350 per hour Associates $150 to $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Reed Matthews, a principal at CliftonLarsonAllen 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: Reed Matthews CliftonLarsonAllen LLP 915 Highland Pointe Drive Suite 300 Roseville, CA 95678 Telephone: (916) 784-7800 Facsimile: (916) 266-8448 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 BRANDS: Seeks to Hire AJ Park Law 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 AJ Park Law Limited as special trademark counsel. The firm will assist the Debtor to assert and protect the "Whip-It" trademark in New Zealand. This includes handling a pending dispute with Actron Industries Inc., a Philippines company, that has made application in New Zealand to trademark "Whippit" for use with instant non-dairy whipping cream. The firm will be paid at these rates: Principal $640 per hour Senior Associates $490 to $610 per hour Associates $390 to $490 per hour Executives (Senior) $290 to $360 per hour Executives (Intermediate) $220 to $290 per hour Executives (Under 18 months) $165 to $220 per hour Paralegals $165 to $235 per hour The firm is owed $1,888 by Verso Law Group, the Debtor's trademark counsel, for pre petition fees and costs. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Huthwaite, a partner at AJ Park Law Limited, 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: Thomas Huthwaite AJ Park Law Limited 1 Willis Street, Level 22, Wellington 6011, New Zealand Tel: +64 4 473-8278 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. Verso Law Group, and AJ Park Law Limited, as trademark counsels. USUGA MANAGEMENT: Unsecureds to Get 100% Under Plan --------------------------------------------------- Usuga Management, LLC, submitted a First Amended Disclosure Statement for Debtor's Plan of Reorganization. The Plan is a Plan of Reorganization. The Debtor will continue its business after Confirmation of this Plan. The Debtor is the owner of the real property located at 8100 Lakeview Parkway, Rowlett, Texas 75088 (the "Property"). Under the Plan the Debtor will make installment payments with interest to all Creditors pending the sale of the Property, and once the property is sold the Debtor will pay all Claims in full. The owner of the Equity Interests in the Debtor (the "Owner") will provide the funds to make the Plan payments called for by this Plan. The Debtor's scheduled aggregate assets in the amount of $1,620,000.00 as of the Petition Date, consisting of the Property. The Debtor scheduled aggregate liabilities in the amount of $422,000.00 as of the Petition Date. The Debtor scheduled a Secured Claim of $410,000.00 held by 8100 Lakeview, LLC in its original Schedules of Assets and Liabilities, which was superseded by a proof of claim filed by 8100 Lakeview, LLC in the amount of $439,328.75. The Debtor also scheduled an Unsecured Claim of $12,000.00 held by KC Capital Group, LLC in an amendment to the Schedules. Secured Tax Claims were filed by Garland ISD and Dallas County in the amounts of $9,319.60 and $8,145.72, respectively. Under the Plan, Class 4 consists of Allowed General Unsecured Claims other than Insider Claims. Class 4 Claimants shall be paid 100% of their claims over 36 months from the Effective Date. Equal payments of principal and interest at 2% per annum shall commence on the first day of the first month following the Effective Date and continue on the first day of each month thereafter for a total of 36 months. In the event the Reorganized Debtor sells, conveys, or transfers the Property before the expiration of 36 months from the Effective Date, these Claims shall be paid in full at the closing of the sale or transfer. These Claims are impaired. The Reorganized Debtor will promptly market the Property for sale and use the proceeds of sale to pay all Claims in full. Until the sale occurs the Plan payments described above will be funded by the Owner of the Debtor. The Owner of the Debtor operates a medical practice and the medical practice will make the payments called for by the Plan. Debtor's owner, Maria Usuga, will provide funds to make payments to Allowed Claimants in the event the Debtor does not have sufficient operating income to make such payments. ATTORNEYS FOR DEBTOR: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 A copy of the Disclosure Statement dated October 20, 2023, is available at https://tinyurl.ph/aakxR from PacerMonitor.com. About Usuga Management Usuga Management LLC is the owner of the real property located at 8100 Lakeview Parkway, Rowlett, Texas 75088. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 23-31165) on June 5, 2023. In the petition signed by Maria Usuga, manager, the Debtor disclosed up to $10 million in assets and up to $500,000 in liabilities. Judge Stacey G. Jernigan oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is the Debtor's legal counsel. VANSHI L.L.C.: Case Summary & Four Unsecured Creditors ------------------------------------------------------ Debtor: Vanshi, L.L.C. d/b/a Quality Inn 3 North New Warrington Road Pensacola, FL 32506 Business Description: Vanshi is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: November 13, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-30803 Debtor's Counsel: Byron W. Wright III, Esq. BRUNER WRIGHT, P.A. 2810 Remington Green Circle Tallahassee, FL 32308 Tel: (850) 385-0342 Fax: (850) 270-2441 Email: twright@brunerwright.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Priteshkumar M. Patel as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZENRG6A/Vanshi_LLC__flnbke-23-30803__0001.0.pdf?mcid=tGE4TAMA VELSICOL CHEMICAL: Hires Much Shelist PC as Counsel --------------------------------------------------- Velsicol Chemical LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Much Shelist, P.C. as counsel. The firm will provide these services: a. provide legal advice with respect to the Debtors' powers and duties as a debtor-in-possession under the Bankruptcy Code; b. provide legal advice with respect to any plan filed in the Cases and the approval or disapproval of and confirming or denying of a plan; c. prepare applications to employ attorneys, accountants or other professional persons, motions for turnover, for the use, sale or lease of property, to assume or reject executory contracts, and other necessary actions within this Cases, plans, notices, complaints, answers, orders, reports, objections to claims or to motions filed by participants in the Cases other than the Debtors, legal documents and any other necessary documents or pleadings, all in furtherance of the goal of achieving the reorganization of Debtors' business; d. negotiate with creditors and other parties-in-interest, appearing in Court to present necessary motions, applications, and pleadings and otherwise protecting the interests of the Debtors, including the objection or estimating of claims asserted against the estate, as appropriate; e. investigate the basis for possible avoidance actions; and f. perform all of the legal services for the Debtors that may be necessary and proper in these proceedings. The firm will be paid at these rates: Jonathan Friedland, Principal $685 per hour Jeffrey Schwartz, Principal $685 per hour Robert Glantz, Principal $670 per hour Hajar Jouglaf, Associate $410 per hour Anthony Hernandez, Paralegal $290 per hour The firm received from the Debtors an advance retainer of $254,214. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey M. Schwartz, Esq., a partner at Much Shelist, 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: Jonathan Friedland, Esq. Robert W. Glantz, Esq. Jeffrey M. Schwartz, Esq. MUCH SHELIST, P.C. 191 N. Wacker Drive, Suite 1800 Chicago, IL 60606 Tel: (312) 521-2000 Fax: (312) 521-3000 Email: jfriedland@muchlaw.com rglantz@muchlaw.com jschwartz@muchlaw.com About Velsicol Chemical LLC Velsicol is a technology company in the industrial intermediate chemicals industry serving the global polymer additives as well as flame retardant markets. Velsicol Chemical LLC and its affiliates files their voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. N.D. Ill. Lead Case No. 23-12544) on Sep. 21, 2023. The petitions were signed by Timothy Horn as authorized representative of the Debtors. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge David D. Cleary oversees the case. Jeffrey M. Schwartz, Esq. at MUCH SHELIST PC represents the Debtors as counsel. GlassRatner Advisory & Capital Group, LLC d/b/a B. Riley Advisory Services as financial advisors. VIRGINIA REAL ESTATE: Starts Subchapter V Bankruptcy ---------------------------------------------------- Virginia Real Estate Services and Rentals LLC filed for chapter 11 protection in the Western District of Virginia. According to court filings, the Debtor reported between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Nov. 13, 2023, at 1:00 PM at UST-LA3, TELEPHONIC MEETING. CONFERENCE LINE: 1-877-451-9313, PARTICIPANT CODE:9499523. About Virginia Real Estate Services Virginia Real Estate Services and Rentals LLC is primarily engaged in renting and leasing real estate properties. Virginia Real Estate Services and Rentals LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 23-50486) on October 16, 2023. In the petition signed by Dale King, as manager and sole member, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. The Debtor is represented by: H. David Cox, Esq. Cox Law Group, PLLC 296 Stickley St. Strasburg, VA 22657 Email: david@coxlawgroup.com VTV THERAPEUTICS: Incurs $6.7 Million Net Loss in Third Quarter --------------------------------------------------------------- vTv Therapeutics Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to the company of $6.65 million on $0 of revenue for the three months ended Sept. 30, 2023, compared to a net loss attributable to the company of $4.26 million on $0 of revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss attributable to the company of $16.77 million on $0 of revenue compared to a net loss attributable to the company of $14.42 million on $2.01 million of revenue for the same period last year. As of Sept. 30, 2023, the Company had $14.92 million in total assets, $29.43 million in total liabilities, $10.72 million in redeemable noncontrolling interest, and a total stockholders' deficit of $25.23 million. "Our newly appointed Chief Medical Officer, Dr. Thomas Strack, who has been working with us on a consulting basis for several months, is now leading our work on the cadisegliatin Phase 3 program with the goal of initiating studies as soon as possible," said Paul Sekhri, chief executive officer of vTv. "Additionally, our partnered programs including azeliragon, licensed to Cantex Pharmaceuticals and mavodelpar, licensed to Reneo Pharmaceuticals, are advancing in the clinic and have the potential, if successful, to generate incremental value for vTv. As we approach the end of the year, we believe that 2024 could be a transformational year for our company and look forward to providing additional updates along the way." Going Concern vTv Therapeutics said, "To date, the Company has not generated any product revenue and has not achieved profitable operations. The continuing development of our drug candidates will require additional financing. From its inception through September 30, 2023, the Company has funded its operations primarily through a combination of private placements of common and preferred equity, research collaboration agreements, upfront and milestone payments for license agreements, debt and equity financings and the completion of its IPO in August 2015. As of September 30, 2023, the Company had an accumulated deficit of $281.2 million and has generated net losses in each year of its existence. "As of September 30, 2023, the Company's liquidity sources included cash and cash equivalents of $8.2 million. Based on our current operating plan, we believe that our current cash and cash equivalents will allow us to meet our liquidity requirements into the first quarter of 2024. To meet our future funding requirements into the third quarter of 2024, including funding the ongoing and future clinical trials of cadisegliatin (TTP399), we are evaluating several financing strategies, including direct equity investments and the potential licensing and monetization of other Company programs. "The Company may also use its remaining availability of $37.3 million under its Sales Agreement with Cantor Fitzgerald pursuant to which the Company may offer and sell, from time to time shares of the Company's Class A common stock and the ability to sell an additional 9,437,376 shares of Class A common stock under the LPC Purchase Agreement based on the remaining number of registered shares. However, the ability to use these sources of capital is dependent on a number of factors, including the prevailing market price of and the volume of trading in the Company's Class A common stock. "If we are unable to raise additional capital as and when needed, or upon acceptable terms, such failure would have a significant negative impact on our financial condition. As such, these conditions raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001641489/000164148923000070/vtvt-20230930.htm About vTv Therapeutics vTv Therapeutics Inc. is a clinical stage biopharmaceutical company focused on developing oral, small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by cadisegliatin (TTP399), a potential adjunctive therapy to insulin for the treatment of type 1 diabetes. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease, renal disease, primary mitochondrial myopathy, and glioblastoma and other cancers and cancer treatment-related conditions. vTv Therapeutics reported a net loss attributable to the Company of $19.16 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company of $12.98 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $28.83 million in total assets, $28.42 million in total liabilities, $19.60 million in redeemable noncontrolling interest, and a total stockholders' deficit of $19.19 million. Raleigh, North Carolina-based Ernst & Young LLP, the Company's auditor since 2000, issued a "going concern" qualification in its report dated March 6, 2023, citing that the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. WAITS R.V. CENTER: Hits Chapter 11 Bankruptcy Protection -------------------------------------------------------- Waits R.V. Center Inc. filed for chapter 11 protection in the Southern District of Florida. According to court filings, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to Unsecured Creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 15, 2023, at 3:30 PM at UST-LA3, TELEPHONIC MEETING. About Waits R.V. Center Inc. Waits R.V. Center Inc. -- https://www.waitsrvcenter.com -- is an RV dealership serving the West Palm Beach area offering a selection of new and pre-owned RVs. Waits R.V. Center Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18437) on Oct. 16, 2023. In the petition filed by William Waits, as president, the Debtor reported assets and liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Mindy A. Mora oversees the case. The Debtor is represented by: Craig I Kelley, Esq. 3954 Byron Drive West Palm Beach, FL 33404 Tel: 561-491-1200 Email: craig@kelleylawoffice.com WAYFORTH LLC: Seeks to Hire Dudley Auctions as Auctioneer --------------------------------------------------------- Wayforth, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Dudley Auctions, Inc. as auctioneer. The firm will market and auction the Debtors' furniture, fixtures, and equipment (FF&E) used in the ordinary course of their business. The firm will receive compensation in the amount of 18 percent in the form of a buyers premium on all FF&E sold. 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: Ronald Dean Jones, Jr. Dudley Auctions, Inc. 4000 S Florida Ave. Inverness, FL 34450 Tel: (352) 637-9588 Email: info@dudleysauction.com About Wayforth, LLC WayForth, LLC delivers personalized moving and move management services for life and business in Central Virginia. The Debtor filed Chapter 11 petition (Bankr. E.D. Va. Case No. 23-33000) on Sept. 1, 2023, with up to $10 million in both assets and liabilities. Craig Shealy, manager, signed the petition. Judge Kevin R. Huennekens oversees the case. Kutak Rock, LLP represents the Debtor as legal counsel. WELCOME GROUP: Hires Contemporary Business as Accountant -------------------------------------------------------- Welcome Group 2, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Contemporary Business Solutions, Inc. as accountant. The firm will provide these services: (a) assisting the Debtors with preparation of tax returns; (b) assisting the Debtors with prepared financial statements; and (c) assisting the Debtors in preparation of monthly operating reports or other financial reporting required by the Bankruptcy Court. The firm will be paid at the rate of $150 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven J. Covert, a partner at Contemporary Business Solutions, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven J. Covert Contemporary Business Solutions, Inc. 3791 Attucks Drive Powell, OH 43065 Tel: (614) 846-3600 Email: Scovert@cbscpa.com About Welcome Group 2, LLC Welcome Group 2, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S. D. Ohio Case No. 23-53044) on September 1, 2023. In the petition signed by Abhijit Vasani, as president, InnVite Opco, Inc., sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge C. Kathryn Preston oversees the case. Denis E. Blasius, Esq., at Thomsen Law Group, LLC, represents the Debtor as legal counsel. WINDSOR TERRACE: Court OKs $6.5MM DIP Loan from RT Lending ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized Windsor Terrace Healthcare, LLC and affiliates to use cash collateral and obtain post-petition financing, on an interim basis. The Debtor is permitted to obtain post-petition financing in the aggregate principal amount not to exceed $6.5 million from RT Lending, LLC. On June 30, 2023, the Debtors entered into credit and security agreements with MidCap Funding IV Trust, as agent and as a Prepetition Non-HUD Lender. The Prepetition Non-HUD Lenders provided the Prepetition Non-HUD Borrowers with a secured revolving credit facility in the maximum principal amount of $16.7 million and a secured term loan facility in the maximum principal amount of $4.5 million, and a secured revolving credit facility in the maximum principal amount of $12 million. As of the Petition Date, the total indebtedness owed under MidCap Loan Agreements was approximately $13.5 million. As adequate protection for the Debtors' use of cash collateral, the Secured Creditors are granted Adequate Protection Liens. The Secured Creditors include Popular Bank, a New York State chartered commercial bank, which is a creditor to debtor Windsor Terrace Healthcare, LLC, and a non-debtor party, Windsor Healthcare Sepulveda, LLC, the landlord of the affected facility. Windsor Healthcare Sepulveda is not a debtor in the proceedings. To the extent of the Diminution in Value of the interests of the Agent, the Prepetition Lenders and the other Secured Creditors in the Prepetition Collateral, the Agent, for its own benefit and for the benefit of the Prepetition Lenders, and the other Secured Creditors are granted allowed superpriority administrative expense claims in the same priority as the Replacement Liens, to the extent provided by 11 U.S.C. sections 503(b) and 507(b), in the Chapter 11 Cases and any Successor Case against the Debtors' estates against which the Agent, the Prepetition Lenders and the Secured Creditors have allowed secured claims. The events that constitute an "Event of Default" include: (a) If (i) any of the Chapter 11 Cases is converted to a case under Chapter 7 of the Bankruptcy Code, (ii) any of the Chapter 11 Cases is dismissed, or (iii) any Debtor will file any pleading requesting any such relief; (b) The entry of an order appointing a trustee or an examiner with expanded powers for any of the Debtors' estates or with respect to any of the Debtors' property; (c) The entry of an order reversing, vacating, or otherwise amending, supplementing, or modifying the Third Interim Order; (d) The entry of an order granting relief from the automatic stay to any creditor that asserts a claim larger than $250,000, unless the relief granted applies solely to the pursuit of the Debtors' applicable insurance policies or pending lawsuits, administrative or other legal proceedings; (e) The seeking by the Debtors of entry of an order for relief under 11 U.S.C. section 506(c) of the Bankruptcy Code with respect to the Prepetition Collateral, except as consistent with the Carve-Out; and (f) The filing by the Debtors of any motion in any of the Chapter 11 Cases to (i) obtain financing under section 364 of the Bankruptcy Code (A) from any person other than the Agent or Prepetition Lenders unless such financing would result in payment in full of the amount owed to the Prepetition Lenders, or (B) other than the DIP Loan as described in the Motion, or (ii) with the exception of the Replacement Liens granted hereunder, grant any lien or offering any collateral to any person or entity other than the Agent or Prepetition Lenders. The Debtors are required to comply with these milestones: (a) Failure of the Debtors to file, on or before February 29, 2024, a plan of reorganization or liquidation and an accompanying disclosure statement; (b) Failure of the Debtors to obtain Court approval of the disclosure statement on or before April 30, 2024; and (c) Failure of the Debtor to obtain Court confirmation of a Plan on or before June 30, 2024. A final hearing on the matter is set for March 7, 2024 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=eNWX4m from Stretto, the claims agent. About Windsor Terrace Healthcare, LLC Windsor Terrace Healthcare LLC and its affiliates own and operate 16 skilled nursing facilities throughout the State of California, which provide 24-hour, 7-days-a-week and 365-days-a-year care to patients who reside at those facilities. Windsor Terrace Healthcare et al. also own and operate an 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). They 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 August 23, 2023. In the petition signed by Avrohom Tress, manager, Windsor Terrace Healthcare LLC 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 Debtors as legal counsel. Stretto, Inc. is the Debtors' claims, noticing and solicitation agent. WINDSOR TERRACE: Hires Levene Neale Bender as Counsel ----------------------------------------------------- Windsor Terrace Healthcare, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Levene, Neale, Bender, Yoo & Golubchik L.L.P. as bankruptcy counsel. The firm will render these services: a. advising the Debtors with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee ("OUST") as they pertain to the New Windsor Debtors' bankruptcy estates; b. advising the New Windsor Debtors with regard to certain rights and remedies of the New Windsor Debtors' bankruptcy estates and the rights, claims and interests of creditors; c. representing the New Windsor Debtors in any proceeding or hearing in the Bankruptcy Court involving the New Windsor Debtors' bankruptcy estates unless the New Windsor Debtors are represented in such proceeding or hearing by other special counsel; d. conducting examinations of witnesses, claimants or adverse parties and representing the New Windsor Debtors in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of the firm's expertise or which is beyond the firm's staffing capabilities; e. preparing and assisting the New Windsor Debtors in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, pleadings with respect to the use, sale or lease of property outside the ordinary course of business, objections to claims, settlements and other matters relating to the New Windsor Debtors' bankruptcy cases; f. representing the New Windsor Debtors with regard to negotiating, documenting, seeking Bankruptcy Court approval of, implementing and enforcing any transactions outside the ordinary course of business; g. assisting the New Windsor Debtors in any asset recovery, sale or liquidation process; h. assisting the New Windsor Debtors in the negotiation, formulation, preparation and confirmation of a plan of reorganization or liquidation and the preparation and approval of a disclosure statement in respect of the plan; i. investigating, evaluating, and prosecuting objections to claims as may be appropriate; and j. performing any other services which may be appropriate in the firm's representation of the New Windsor Debtors during their bankruptcy cases. The firm will be paid at these rates: Attorneys $450 to $690 per hour Paraprofessionals $295 per hour During the one-year period prior to the Petition Date, the Debtors each paid the total sum of $15,000 to the firm plus their respective chapter 1 filing fees of $1,738. Ron Bender, Esq., a partner at Levene, 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: Ron Bender, Esq. Monica Y. Kim, Esq. Juliet Y. Oh, Esq. Robert M. Carrasco, Esq. Levene, Neale, Bender, Yoo & Golubchik, LLP 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyg.com myk@lnbyg.com jyo@lnbyg.com rmc@lnbyg.com About Windsor Terrace Healthcare, LLC Windsor Terrace Healthcare, LLC and its affiliates 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, seven days a week and 365 days a year care to patients who reside at those facilities. In addition to the 16 skilled nursing facilities, the Debtors own and operate one assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). The Debtors do not own any of the real property upon which the facilities are located. Windsor Terrace Healthcare and 18 affiliates filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 23-11200) on Aug. 23, 2023. Two more affiliates, Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept. 29. At the time of the filing, Windsor Terrace Healthcare disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the cases. The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson Bridgett, LLP as special counsels; and Province, LLC as financial advisor. Stretto, Inc. is the Debtor's claims, noticing and solicitation agent. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal counsel. Jacob Nathan Rubin, the patient care ombudsman, is represented by RHM Law, LLP. WYTHE BERRY: Hires Eastdil Secured LLC and A&G Realty as Brokers ---------------------------------------------------------------- Wythe Berry Fee Owner LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Eastdil Secured, L.L.C. and A&G Realty Partners, LLC as real estate broker. The firms will market and sell the Debtor's real property, known as The William Vale Hotel, office, retail, and parking located at 55 Wythe Avenue, Brooklyn, New York. The firms will be paid in an amount equal to 0.75 percent of the first $160,000,000 of the gross sale price of the Real Property, plus 2 percent of that portion of the gross sale price that exceeds $160,000,000 but is less than $170,000,000, plus 3 percent of that portion of the gross sale price of the Real Property that exceeds $170,000,000 but is less than $180,000,000, plus 4 percent of that portion of the gross sale price that equals or exceeds $180,000,000. As disclosed in a court filings, the firms are "disinterested persons" as the term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached at: Scott Ellman Eastdil Secured, L.L.C. 40 West 75th Street 23rd Floor New York, NY 10019 Tel: (212) 315-7200 - and - Emilio Amendola A&G Realty Partners 445 Broadhollow Road, Suite 410 Melville, NY 11747 Phone: (631) 420-0044 Email: emilio@agrep.com About Wythe Berry Fee Owner LLC Wythe Berry Fee Owner LLC is the titular owner of a commercial real property complex located in Brooklyn, New York, that includes The William Vale Hotel, one of Brooklyn's few luxury hotels. Wythe Berry Fee Owner is co-owned, indirectly, by Zelig Weiss and YGWV LLC, a wholly owned, direct subsidiary of All Year Holdings Limited, which is a debtor in a chapter 11 case also pending before Judge Martin Glenn. Weiss and YGWV each hold 50% of the membership interests in Member LLC, which, in turn, is the direct parent, and sole member, of Wythe Berry Fee Owner. YGWV purports to be the designated managing member of Member LLC and, thus, purports to control Wythe Berry Fee Owner. A group of noteholders, Mishmeret Trust Company Ltd., solely in its capacity as Trustee for the Series C Notes; Yelin Lapidot Provident Funds Management Ltd.; The Phoenix Insurance Company Limited; and Klirmark Opportunity Fund III L.P., filed an involuntary Chapter 11 bankruptcy petition against Wythe Berry Fee Owner LLC (Bankr. S.D.N.Y. Case No. 22-11340) on Oct. 6, 2022. The creditors are represented by Michael Friedman, Esq.,. at Chapman and Cutler LLP. Bankruptcy Judge Martin Glenn, who presides over the case, entered an Order for Relief in January 2023, allowing the bankruptcy proceedings against Wythe Berry Fee Owner LLC to proceed. Judge Glenn denied a request by hotel operator Zelig Weiss to dismiss the involuntary petition. Wythe Berry Fee Owner LLC is represented by law firm Herrick, Feinstein LLP. All Year Holdings Limited filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021, and is represented by Matthew Paul Goren, Esq., at Weil, Gotshal & Manges LLP. Weiss is represented by lawyers at Paul Hastings LLP. ZYMERGEN INC: U.S. Trustee Opposes 5% Breakup Fee Bid ----------------------------------------------------- Ben Zigterman of Law360 reports that the the Office of the U.S. Trustee objected to the proposed bidding procedures in Zymergen Inc.'s Chapter 11 case, telling a Delaware bankruptcy court that the 5% breakup fee to be paid to the biotech's parent company and stalking horse bidder isn't justified. 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. [*] Lawsuits Against Judge Jones Referred Out of Houston Court -------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that lawsuits filed against recently resigned bankruptcy judge David R. Jones are being referred out of Houston's federal district to the US District Court for the Western District of Texas. Judge Jones resigned from the bench amid an ethics inquiry following his admission to being in a multi-year relationship with attorney Elizabeth Freeman, whose former law firm Jackson Walker LLP filed dozens of large corporate bankruptcies in Jones' court. According to reports mid-October, U.S. bankruptcy Judge David Jones in Houston resigned after a federal appeals court opened an ethics probe spurred by a previously undisclosed romantic relationship with an attorney whose firm had cases before his court, ending his tenure as the busiest bankruptcy judge in the U.S. Jones resigned effective Nov. 15, 2023, and had already stepped back from overseeing large bankruptcy cases and began reassigning them to two other judges on the court. Reuters recounts that the New Orleans-based 5th U.S. Circuit Court of Appeals issued a formal misconduct complaint against Jones early October 2023, after the judge revealed he has been in a years-long romantic relationship and shared a home with bankruptcy attorney Elizabeth Freeman. Until December 2022, Freeman had been a partner at Jackson Walker, a local law firm that filed many cases in Jones' Houston courthouse. Dec. 4 Deadline for Applications The U.S. Court of Appeals for the Fifth Circuit said it is seeking applications from all highly qualified candidates for a 14-year appointment as a United States Bankruptcy Judge for the Southern District of Texas at Houston. The current annual salary is $213,992. Only those persons with a law degree whose character, experience, ability, and impartiality qualify them to serve in the Judicial Branch should apply. The qualification standards and the application form are available at www.ca5.uscourts.gov. THE DEADLINE FOR FILING THE DEADLINE FOR FILING A COMPLETED APPLICATION IS MONDAY, DECEMBER 4, 2023. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ACCELERATE DIAGN AXDX* MM 49.9 (38.7) (11.5) AEMETIS INC AMTX US 277.4 (200.0) (35.9) AEMETIS INC DW51 GR 277.4 (200.0) (35.9) AEMETIS INC AMTXGEUR EZ 277.4 (200.0) (35.9) AEMETIS INC AMTXGEUR EU 277.4 (200.0) (35.9) AEMETIS INC DW51 GZ 277.4 (200.0) (35.9) AEMETIS INC DW51 TH 277.4 (200.0) (35.9) AEMETIS INC DW51 QT 277.4 (200.0) (35.9) ALNYLAM PHAR-BDR A1LN34 BZ 3,839.1 (165.9) 2,035.7 ALNYLAM PHARMACE ALNY US 3,839.1 (165.9) 2,035.7 ALNYLAM PHARMACE DUL GR 3,839.1 (165.9) 2,035.7 ALNYLAM PHARMACE DUL QT 3,839.1 (165.9) 2,035.7 ALNYLAM PHARMACE ALNYEUR EU 3,839.1 (165.9) 2,035.7 ALNYLAM PHARMACE DUL TH 3,839.1 (165.9) 2,035.7 ALNYLAM PHARMACE DUL SW 3,839.1 (165.9) 2,035.7 ALNYLAM PHARMACE DUL GZ 3,839.1 (165.9) 2,035.7 ALNYLAM PHARMACE ALNYEUR EZ 3,839.1 (165.9) 2,035.7 ALPHATEC HOLDING L1Z1 GR 670.2 (20.6) 185.5 ALPHATEC HOLDING ATEC US 670.2 (20.6) 185.5 ALPHATEC HOLDING ATECEUR EU 670.2 (20.6) 185.5 ALPHATEC HOLDING L1Z1 GZ 670.2 (20.6) 185.5 ALTICE USA INC-A ATUS* MM 32,208.5 (321.3) (2,327.3) ALTICE USA INC-A ATUS-RM RM 32,208.5 (321.3) (2,327.3) ALTIRA GP-CEDEAR MOC AR 36,469.0 (3,357.0) (6,991.0) ALTIRA GP-CEDEAR MOD AR 36,469.0 (3,357.0) (6,991.0) ALTIRA GP-CEDEAR MO AR 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC PHM7 GR 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC MO* MM 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC MO US 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC MO SW 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC MOEUR EU 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC 4MO TE 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC PHM7 TH 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC MO CI 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC PHM7 QT 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC MOUSD SW 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC PHM7 GZ 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC 0R31 LI 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC ALTR AV 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC MOEUR EZ 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC MO-RM RM 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC PHM7 BU 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC PHM7D EB 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC PHM7D IX 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP INC PHM7D I2 36,469.0 (3,357.0) (6,991.0) ALTRIA GROUP-BDR MOOO34 BZ 36,469.0 (3,357.0) (6,991.0) AMC ENTERTAINMEN AMC US 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AH91 GR 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AMC4EUR EU 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AH91 TH 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AH91 QT 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AMC* MM 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AH91 GZ 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AH91 SW 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AMC-RM RM 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AH9 BU 8,793.1 (2,138.0) (548.7) AMC ENTERTAINMEN AMCE AV 8,793.1 (2,138.0) (548.7) AMERICAN AIR-BDR AALL34 BZ 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE AAL US 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE A1G GR 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE AAL* MM 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE A1G TH 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE A1G QT 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE A1G GZ 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE AAL11EUR EU 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE AAL AV 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE 4AAL TE 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE A1G SW 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE 0HE6 LI 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE AAL11EUR EZ 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE AAL-RM RM 65,711.0 (5,136.0) (7,672.0) AMERICAN AIRLINE AAL_KZ KZ 65,711.0 (5,136.0) (7,672.0) AON PLC-BDR A1ON34 BZ 33,112.0 (486.0) 403.0 AON PLC-CLASS A AON US 33,112.0 (486.0) 403.0 AON PLC-CLASS A 4VK GR 33,112.0 (486.0) 403.0 AON PLC-CLASS A 4VK QT 33,112.0 (486.0) 403.0 AON PLC-CLASS A 4VK TH 33,112.0 (486.0) 403.0 AON PLC-CLASS A AON1EUR EZ 33,112.0 (486.0) 403.0 AON PLC-CLASS A AON1EUR EU 33,112.0 (486.0) 403.0 AON PLC-CLASS A AONN MM 33,112.0 (486.0) 403.0 AON PLC-CLASS A 4VK GZ 33,112.0 (486.0) 403.0 AULT DISRUPTIVE ADRT/U US 2.9 (3.0) (1.7) AUTOZONE INC AZO US 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC AZ5 TH 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC AZ5 GR 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC AZOEUR EU 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC AZ5 QT 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC AZO AV 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC 4AZO TE 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC AZO* MM 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC AZOEUR EZ 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC AZ5 GZ 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC AZO-RM RM 15,985.9 (4,349.9) (1,732.4) AUTOZONE INC-BDR AZOI34 BZ 15,985.9 (4,349.9) (1,732.4) AVID TECHNOLOGY AVID US 273.7 (123.2) 10.7 AVID TECHNOLOGY AVD GR 273.7 (123.2) 10.7 AVID TECHNOLOGY AVD TH 273.7 (123.2) 10.7 AVID TECHNOLOGY AVD GZ 273.7 (123.2) 10.7 AVIS BUD-CEDEAR CAR AR 32,304.0 (28.0) (537.0) AVIS BUDGET GROU CUCA GR 32,304.0 (28.0) (537.0) AVIS BUDGET GROU CAR US 32,304.0 (28.0) (537.0) AVIS BUDGET GROU CUCA QT 32,304.0 (28.0) (537.0) AVIS BUDGET GROU CAR2EUR EU 32,304.0 (28.0) (537.0) AVIS BUDGET GROU CAR* MM 32,304.0 (28.0) (537.0) AVIS BUDGET GROU CAR2EUR EZ 32,304.0 (28.0) (537.0) AVIS BUDGET GROU CUCA TH 32,304.0 (28.0) (537.0) AVIS BUDGET GROU CUCA GZ 32,304.0 (28.0) (537.0) BATH & BODY WORK LTD0 GR 5,195.0 (2,154.0) 680.0 BATH & BODY WORK LTD0 TH 5,195.0 (2,154.0) 680.0 BATH & BODY WORK BBWI US 5,195.0 (2,154.0) 680.0 BATH & BODY WORK LBEUR EU 5,195.0 (2,154.0) 680.0 BATH & BODY WORK BBWI* MM 5,195.0 (2,154.0) 680.0 BATH & BODY WORK LTD0 QT 5,195.0 (2,154.0) 680.0 BATH & BODY WORK BBWI AV 5,195.0 (2,154.0) 680.0 BATH & BODY WORK LBEUR EZ 5,195.0 (2,154.0) 680.0 BATH & BODY WORK LTD0 GZ 5,195.0 (2,154.0) 680.0 BATH & BODY WORK BBWI-RM RM 5,195.0 (2,154.0) 680.0 BAUSCH HEALTH CO BVF GR 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO BHC US 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO BHC CN 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO BVF TH 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO VRX SW 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO BHCN MM 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO VRX1EUR EU 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO BVF QT 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO BVF GZ 27,064.0 (235.0) 824.0 BAUSCH HEALTH CO VRX1EUR EZ 27,064.0 (235.0) 824.0 BELLRING BRANDS BRBR US 722.4 (364.7) 282.4 BELLRING BRANDS D51 TH 722.4 (364.7) 282.4 BELLRING BRANDS BRBR2EUR EU 722.4 (364.7) 282.4 BELLRING BRANDS D51 GR 722.4 (364.7) 282.4 BELLRING BRANDS D51 QT 722.4 (364.7) 282.4 BEYOND MEAT INC BYND US 929.2 (362.9) 392.8 BEYOND MEAT INC 0Q3 GR 929.2 (362.9) 392.8 BEYOND MEAT INC 0Q3 GZ 929.2 (362.9) 392.8 BEYOND MEAT INC BYNDEUR EU 929.2 (362.9) 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11,012.0 (589.0) 1,559.0 ORGANON & CO 7XP GR 11,012.0 (589.0) 1,559.0 ORGANON & CO OGN* MM 11,012.0 (589.0) 1,559.0 ORGANON & CO 7XP GZ 11,012.0 (589.0) 1,559.0 ORGANON & CO 7XP QT 11,012.0 (589.0) 1,559.0 ORGANON & CO OGN-RM RM 11,012.0 (589.0) 1,559.0 ORGANON & CO 4OGN TE 11,012.0 (589.0) 1,559.0 OTIS WORLDWI OTIS US 10,390.0 (4,610.0) - OTIS WORLDWI 4PG GR 10,390.0 (4,610.0) - OTIS WORLDWI 4PG GZ 10,390.0 (4,610.0) - OTIS WORLDWI OTISEUR EZ 10,390.0 (4,610.0) - OTIS WORLDWI OTISEUR EU 10,390.0 (4,610.0) - OTIS WORLDWI OTIS* MM 10,390.0 (4,610.0) - OTIS WORLDWI 4PG TH 10,390.0 (4,610.0) - OTIS WORLDWI 4PG QT 10,390.0 (4,610.0) - OTIS WORLDWI OTIS AV 10,390.0 (4,610.0) - OTIS WORLDWI OTIS-RM RM 10,390.0 (4,610.0) - OTIS WORLDWI-BDR O1TI34 BZ 10,390.0 (4,610.0) - PAPA JOHN'S INTL PZZA US 877.6 (459.0) (54.8) PAPA JOHN'S INTL PP1 GR 877.6 (459.0) (54.8) PAPA JOHN'S INTL PZZAEUR EU 877.6 (459.0) (54.8) PAPA JOHN'S INTL PP1 GZ 877.6 (459.0) (54.8) PAPA JOHN'S INTL PP1 TH 877.6 (459.0) (54.8) PAPA JOHN'S INTL PP1 QT 877.6 (459.0) (54.8) PAPA JOHN'S INTL PZZAEUR EZ 877.6 (459.0) (54.8) PELOTON INTERA-A PTON US 2,672.8 (371.0) 837.5 PELOTON INTERA-A 2ON GR 2,672.8 (371.0) 837.5 PELOTON INTERA-A 2ON GZ 2,672.8 (371.0) 837.5 PELOTON INTERA-A PTONEUR EZ 2,672.8 (371.0) 837.5 PELOTON INTERA-A PTONEUR EU 2,672.8 (371.0) 837.5 PELOTON INTERA-A 2ON QT 2,672.8 (371.0) 837.5 PELOTON INTERA-A 2ON TH 2,672.8 (371.0) 837.5 PELOTON INTERA-A PTON* MM 2,672.8 (371.0) 837.5 PELOTON INTERA-A 0A46 LI 2,672.8 (371.0) 837.5 PELOTON INTERA-A PTON AV 2,672.8 (371.0) 837.5 PELOTON INTERA-A 2ON SW 2,672.8 (371.0) 837.5 PELOTON INTERA-A PTON-RM RM 2,672.8 (371.0) 837.5 PELOTON INTERACT 4PTON TE 2,672.8 (371.0) 837.5 PETRO USA INC PBAJ US 0.0 (0.1) (0.1) PHILIP MORRI-BDR PHMO34 BZ 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PM1EUR EU 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PMI SW 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN 4PM TE 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN 4I1 TH 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PM1CHF EU 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN 4I1 GR 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PM US 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PMIZ IX 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PMIZ EB 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN 4I1 QT 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN 4I1 GZ 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN 0M8V LN 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PMOR AV 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PM* MM 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PM1CHF EZ 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PM1EUR EZ 62,927.0 (7,706.0) (2,354.0) PHILIP MORRIS IN PM-RM RM 62,927.0 (7,706.0) (2,354.0) PITNEY BOW-CED PBI AR 4,422.7 (125.1) (23.0) PITNEY BOWES INC PBW GR 4,422.7 (125.1) (23.0) PITNEY BOWES INC PBI US 4,422.7 (125.1) (23.0) PITNEY BOWES INC PBW TH 4,422.7 (125.1) (23.0) PITNEY BOWES INC PBIEUR EU 4,422.7 (125.1) (23.0) PITNEY BOWES INC PBW QT 4,422.7 (125.1) (23.0) PITNEY BOWES INC PBW GZ 4,422.7 (125.1) (23.0) PITNEY BOWES INC PBI-RM RM 4,422.7 (125.1) (23.0) PLANET FITNESS I P2LN34 BZ 2,944.8 (164.9) 267.3 PLANET FITNESS I PLNT* MM 2,944.8 (164.9) 267.3 PLANET FITNESS-A PLNT US 2,944.8 (164.9) 267.3 PLANET FITNESS-A 3PL TH 2,944.8 (164.9) 267.3 PLANET FITNESS-A 3PL GR 2,944.8 (164.9) 267.3 PLANET FITNESS-A 3PL QT 2,944.8 (164.9) 267.3 PLANET FITNESS-A PLNT1EUR EU 2,944.8 (164.9) 267.3 PLANET FITNESS-A PLNT1EUR EZ 2,944.8 (164.9) 267.3 PLANET FITNESS-A 3PL GZ 2,944.8 (164.9) 267.3 PROS HOLDINGS IN PH2 GR 431.9 (54.9) 42.5 PROS HOLDINGS IN PRO US 431.9 (54.9) 42.5 PROS HOLDINGS IN PRO1EUR EU 431.9 (54.9) 42.5 PTC THERAPEUTICS PTCT US 1,259.9 (670.8) 48.2 PTC THERAPEUTICS BH3 GR 1,259.9 (670.8) 48.2 PTC THERAPEUTICS P91 TH 1,259.9 (670.8) 48.2 PTC THERAPEUTICS P91 QT 1,259.9 (670.8) 48.2 RAPID7 INC RPD US 1,399.3 (161.6) 28.3 RAPID7 INC R7D GR 1,399.3 (161.6) 28.3 RAPID7 INC RPDEUR EU 1,399.3 (161.6) 28.3 RAPID7 INC R7D SW 1,399.3 (161.6) 28.3 RAPID7 INC R7D TH 1,399.3 (161.6) 28.3 RAPID7 INC RPD* MM 1,399.3 (161.6) 28.3 RAPID7 INC R7D GZ 1,399.3 (161.6) 28.3 RAPID7 INC R7D QT 1,399.3 (161.6) 28.3 RAPID7 INC-BDR R2PD34 BZ 1,399.3 (161.6) 28.3 RE/MAX HOLDINGS RMAX US 597.9 (63.3) 21.3 RE/MAX HOLDINGS 2RM GR 597.9 (63.3) 21.3 RE/MAX HOLDINGS RMAXEUR EU 597.9 (63.3) 21.3 REVANCE THERAPEU RVNC US 532.5 (106.2) 306.4 REVANCE THERAPEU RTI GR 532.5 (106.2) 306.4 REVANCE THERAPEU RTI QT 532.5 (106.2) 306.4 REVANCE THERAPEU RVNCEUR EU 532.5 (106.2) 306.4 REVANCE THERAPEU RVNCEUR EZ 532.5 (106.2) 306.4 REVANCE THERAPEU RTI TH 532.5 (106.2) 306.4 REVANCE THERAPEU RTI GZ 532.5 (106.2) 306.4 RH RH US 4,212.8 (284.6) 483.9 RH RS1 GR 4,212.8 (284.6) 483.9 RH RH* MM 4,212.8 (284.6) 483.9 RH RHEUR EU 4,212.8 (284.6) 483.9 RH RS1 TH 4,212.8 (284.6) 483.9 RH RS1 GZ 4,212.8 (284.6) 483.9 RH RHEUR EZ 4,212.8 (284.6) 483.9 RH RS1 QT 4,212.8 (284.6) 483.9 RH - BDR R2HH34 BZ 4,212.8 (284.6) 483.9 RINGCENTRAL IN-A RNG US 2,182.5 (285.0) 447.0 RINGCENTRAL IN-A 3RCA GR 2,182.5 (285.0) 447.0 RINGCENTRAL IN-A RNGEUR EU 2,182.5 (285.0) 447.0 RINGCENTRAL IN-A 3RCA TH 2,182.5 (285.0) 447.0 RINGCENTRAL IN-A 3RCA QT 2,182.5 (285.0) 447.0 RINGCENTRAL IN-A RNGEUR EZ 2,182.5 (285.0) 447.0 RINGCENTRAL IN-A RNG* MM 2,182.5 (285.0) 447.0 RINGCENTRAL IN-A 3RCA GZ 2,182.5 (285.0) 447.0 RINGCENTRAL-BDR R2NG34 BZ 2,182.5 (285.0) 447.0 SABRE CORP SABR US 4,741.7 (1,267.9) 288.1 SABRE CORP 19S GR 4,741.7 (1,267.9) 288.1 SABRE CORP 19S TH 4,741.7 (1,267.9) 288.1 SABRE CORP 19S QT 4,741.7 (1,267.9) 288.1 SABRE CORP SABREUR EU 4,741.7 (1,267.9) 288.1 SABRE CORP SABREUR EZ 4,741.7 (1,267.9) 288.1 SABRE CORP 19S GZ 4,741.7 (1,267.9) 288.1 SAVERS VALUE VIL SVV US 1,783.2 (12.6) (23.8) SBA COMM CORP 4SB GR 10,334.2 (5,131.4) (203.2) SBA COMM CORP SBAC US 10,334.2 (5,131.4) (203.2) SBA COMM CORP 4SB TH 10,334.2 (5,131.4) (203.2) SBA COMM CORP 4SB QT 10,334.2 (5,131.4) (203.2) SBA COMM CORP SBACEUR EU 10,334.2 (5,131.4) (203.2) SBA COMM CORP 4SB GZ 10,334.2 (5,131.4) (203.2) SBA COMM CORP SBAC* MM 10,334.2 (5,131.4) (203.2) SBA COMM CORP SBACEUR EZ 10,334.2 (5,131.4) (203.2) SBA COMMUN - BDR S1BA34 BZ 10,334.2 (5,131.4) (203.2) SCOTTS MIRACLE SCQA GR 3,413.7 (267.3) 624.1 SCOTTS MIRACLE SMG US 3,413.7 (267.3) 624.1 SCOTTS MIRACLE SCQA QT 3,413.7 (267.3) 624.1 SCOTTS MIRACLE SCQA TH 3,413.7 (267.3) 624.1 SCOTTS MIRACLE SCQA GZ 3,413.7 (267.3) 624.1 SEAGATE TECHNOLO STXN MM 7,196.0 (1,702.0) 163.0 SEAGATE TECHNOLO STX US 7,196.0 (1,702.0) 163.0 SEAGATE TECHNOLO 847 GR 7,196.0 (1,702.0) 163.0 SEAGATE TECHNOLO 847 GZ 7,196.0 (1,702.0) 163.0 SEAGATE TECHNOLO STX4EUR EU 7,196.0 (1,702.0) 163.0 SEAGATE TECHNOLO 847 TH 7,196.0 (1,702.0) 163.0 SEAGATE TECHNOLO STXH AV 7,196.0 (1,702.0) 163.0 SEAGATE TECHNOLO 847 QT 7,196.0 (1,702.0) 163.0 SEAGATE TECHNOLO 4STX TE 7,196.0 (1,702.0) 163.0 SEAWORLD ENTERTA SEAS US 2,575.5 (252.4) (30.6) SEAWORLD ENTERTA W2L GR 2,575.5 (252.4) (30.6) SEAWORLD ENTERTA W2L TH 2,575.5 (252.4) (30.6) SEAWORLD ENTERTA SEASEUR EU 2,575.5 (252.4) (30.6) SEAWORLD ENTERTA W2L QT 2,575.5 (252.4) (30.6) SEAWORLD ENTERTA W2L GZ 2,575.5 (252.4) (30.6) SIRIUS XM HO-BDR SRXM34 BZ 10,129.0 (2,893.0) (2,117.0) SIRIUS XM HOLDIN SIRI US 10,129.0 (2,893.0) (2,117.0) SIRIUS XM HOLDIN RDO TH 10,129.0 (2,893.0) (2,117.0) SIRIUS XM HOLDIN RDO GR 10,129.0 (2,893.0) (2,117.0) SIRIUS XM HOLDIN RDO QT 10,129.0 (2,893.0) (2,117.0) SIRIUS XM HOLDIN SIRIEUR EU 10,129.0 (2,893.0) (2,117.0) SIRIUS XM HOLDIN RDO GZ 10,129.0 (2,893.0) (2,117.0) SIRIUS XM HOLDIN SIRI AV 10,129.0 (2,893.0) (2,117.0) SIRIUS XM HOLDIN SIRIEUR EZ 10,129.0 (2,893.0) (2,117.0) SIRIUS XM HOLDIN SIRI* MM 10,129.0 (2,893.0) (2,117.0) SIX FLAGS ENTERT SIX US 2,717.1 (335.3) (280.1) SIX FLAGS ENTERT 6FE GR 2,717.1 (335.3) (280.1) SIX FLAGS ENTERT SIXEUR EU 2,717.1 (335.3) (280.1) SIX FLAGS ENTERT 6FE TH 2,717.1 (335.3) (280.1) SIX FLAGS ENTERT 6FE QT 2,717.1 (335.3) (280.1) SIX FLAGS ENTERT S2IX34 BZ 2,717.1 (335.3) (280.1) SLEEP NUMBER COR SNBR US 961.0 (420.7) (721.3) SLEEP NUMBER COR SL2 GR 961.0 (420.7) (721.3) SLEEP NUMBER COR SNBREUR EU 961.0 (420.7) (721.3) SLEEP NUMBER COR SL2 TH 961.0 (420.7) (721.3) SLEEP NUMBER COR SL2 QT 961.0 (420.7) (721.3) SLEEP NUMBER COR SL2 GZ 961.0 (420.7) (721.3) SONDER HOLDINGS SOND* MM 1,607.9 (136.6) (43.4) SPIRIT AEROSYS-A S9Q GR 6,538.1 (855.7) 971.2 SPIRIT AEROSYS-A SPR US 6,538.1 (855.7) 971.2 SPIRIT AEROSYS-A S9Q TH 6,538.1 (855.7) 971.2 SPIRIT AEROSYS-A SPREUR EU 6,538.1 (855.7) 971.2 SPIRIT AEROSYS-A S9Q QT 6,538.1 (855.7) 971.2 SPIRIT AEROSYS-A SPREUR EZ 6,538.1 (855.7) 971.2 SPIRIT AEROSYS-A S9Q GZ 6,538.1 (855.7) 971.2 SPIRIT AEROSYS-A SPR-RM RM 6,538.1 (855.7) 971.2 SPLUNK INC SPLK US 6,076.9 (39.0) 1,040.2 SPLUNK INC S0U GR 6,076.9 (39.0) 1,040.2 SPLUNK INC S0U TH 6,076.9 (39.0) 1,040.2 SPLUNK INC S0U QT 6,076.9 (39.0) 1,040.2 SPLUNK INC SPLK SW 6,076.9 (39.0) 1,040.2 SPLUNK INC SPLKEUR EU 6,076.9 (39.0) 1,040.2 SPLUNK INC SPLK* MM 6,076.9 (39.0) 1,040.2 SPLUNK INC SPLKEUR EZ 6,076.9 (39.0) 1,040.2 SPLUNK INC S0U GZ 6,076.9 (39.0) 1,040.2 SPLUNK INC SPLK-RM RM 6,076.9 (39.0) 1,040.2 SPLUNK INC - BDR S1PL34 BZ 6,076.9 (39.0) 1,040.2 SQUARESPACE -BDR S2QS34 BZ 904.9 (288.0) (204.6) SQUARESPACE IN-A SQSP US 904.9 (288.0) (204.6) SQUARESPACE IN-A 8DT GR 904.9 (288.0) (204.6) SQUARESPACE IN-A 8DT GZ 904.9 (288.0) (204.6) SQUARESPACE IN-A SQSPEUR EU 904.9 (288.0) (204.6) SQUARESPACE IN-A 8DT TH 904.9 (288.0) (204.6) SQUARESPACE IN-A 8DT QT 904.9 (288.0) (204.6) STARBUCKS CORP SBUX US 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUX* MM 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SRB TH 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SRB GR 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUX CI 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUX SW 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SRB QT 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUX PE 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUXUSD SW 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SRB GZ 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUX AV 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP 4SBUX TE 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUXEUR EU 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP 1SBUX IM 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUXEUR EZ 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP 0QZH LI 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUX-RM RM 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUXCL CI 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SBUX_KZ KZ 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SRBD BQ 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SRBD EB 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SRBD IX 29,445.5 (7,987.8) (2,041.9) STARBUCKS CORP SRBD I2 29,445.5 (7,987.8) (2,041.9) STARBUCKS-BDR SBUB34 BZ 29,445.5 (7,987.8) (2,041.9) STARBUCKS-CEDEAR SBUX AR 29,445.5 (7,987.8) (2,041.9) STARBUCKS-CEDEAR SBUXD AR 29,445.5 (7,987.8) (2,041.9) TABULA RASA HEAL TRHC US 355.9 (78.1) 53.0 TABULA RASA HEAL 43T GR 355.9 (78.1) 53.0 TABULA RASA HEAL TRHCEUR EU 355.9 (78.1) 53.0 TABULA RASA HEAL 43T TH 355.9 (78.1) 53.0 TABULA RASA HEAL 43T GZ 355.9 (78.1) 53.0 TORRID HOLDINGS CURV US 492.4 (207.7) (31.6) TRANSDIGM - BDR T1DG34 BZ 19,970.0 (1,978.0) 5,159.0 TRANSDIGM GROUP T7D GR 19,970.0 (1,978.0) 5,159.0 TRANSDIGM GROUP TDG US 19,970.0 (1,978.0) 5,159.0 TRANSDIGM GROUP T7D QT 19,970.0 (1,978.0) 5,159.0 TRANSDIGM GROUP TDGEUR EU 19,970.0 (1,978.0) 5,159.0 TRANSDIGM GROUP T7D TH 19,970.0 (1,978.0) 5,159.0 TRANSDIGM GROUP TDG* MM 19,970.0 (1,978.0) 5,159.0 TRANSDIGM GROUP TDGEUR EZ 19,970.0 (1,978.0) 5,159.0 TRANSDIGM GROUP TDG-RM RM 19,970.0 (1,978.0) 5,159.0 TRAVEL + LEISURE WD5A GR 6,655.0 (997.0) 648.0 TRAVEL + LEISURE TNL US 6,655.0 (997.0) 648.0 TRAVEL + LEISURE WD5A TH 6,655.0 (997.0) 648.0 TRAVEL + LEISURE WD5A QT 6,655.0 (997.0) 648.0 TRAVEL + LEISURE WYNEUR EU 6,655.0 (997.0) 648.0 TRAVEL + LEISURE 0M1K LI 6,655.0 (997.0) 648.0 TRAVEL + LEISURE WD5A GZ 6,655.0 (997.0) 648.0 TRAVEL + LEISURE TNL* MM 6,655.0 (997.0) 648.0 TRINSEO PLC TSE US 3,271.2 (21.4) 614.8 TRINSEO PLC 3XD GR 3,271.2 (21.4) 614.8 TRINSEO PLC TSE3EUR EU 3,271.2 (21.4) 614.8 TRIUMPH GROUP TG7 GR 1,673.1 (668.2) 582.6 TRIUMPH GROUP TGI US 1,673.1 (668.2) 582.6 TRIUMPH GROUP TGIEUR EU 1,673.1 (668.2) 582.6 TRIUMPH GROUP TG7 TH 1,673.1 (668.2) 582.6 TRIUMPH GROUP TG7 GZ 1,673.1 (668.2) 582.6 UBIQUITI INC 3UB GR 1,388.1 (63.1) 815.6 UBIQUITI INC UI US 1,388.1 (63.1) 815.6 UBIQUITI INC UBNTEUR EU 1,388.1 (63.1) 815.6 UBIQUITI INC 3UB TH 1,388.1 (63.1) 815.6 UNITED HOMES GRO UHG US 246.9 (117.1) 200.1 UNITED HOMES GRO 6PO GR 246.9 (117.1) 200.1 UNITED HOMES GRO DHHCEUR EU 246.9 (117.1) 200.1 UNITI GROUP INC UNIT US 4,981.3 (2,444.4) - UNITI GROUP INC 8XC GR 4,981.3 (2,444.4) - UNITI GROUP INC 8XC TH 4,981.3 (2,444.4) - UNITI GROUP INC 8XC GZ 4,981.3 (2,444.4) - UROGEN PHARMA LT URGN US 95.4 (138.4) 54.6 UROGEN PHARMA LT UR8 GR 95.4 (138.4) 54.6 UROGEN PHARMA LT URGNEUR EU 95.4 (138.4) 54.6 VECTOR GROUP LTD VGR GR 1,101.0 (773.4) 356.4 VECTOR GROUP LTD VGR US 1,101.0 (773.4) 356.4 VECTOR GROUP LTD VGR QT 1,101.0 (773.4) 356.4 VECTOR GROUP LTD VGREUR EU 1,101.0 (773.4) 356.4 VECTOR GROUP LTD VGR SW 1,101.0 (773.4) 356.4 VECTOR GROUP LTD VGREUR EZ 1,101.0 (773.4) 356.4 VECTOR GROUP LTD VGR TH 1,101.0 (773.4) 356.4 VECTOR GROUP LTD VGR GZ 1,101.0 (773.4) 356.4 VERISIGN INC VRS TH 1,695.9 (1,633.4) (166.6) VERISIGN INC VRS GR 1,695.9 (1,633.4) (166.6) VERISIGN INC VRSN US 1,695.9 (1,633.4) (166.6) VERISIGN INC VRS QT 1,695.9 (1,633.4) (166.6) VERISIGN INC VRSNEUR EU 1,695.9 (1,633.4) (166.6) VERISIGN INC VRS GZ 1,695.9 (1,633.4) (166.6) VERISIGN INC VRSN* MM 1,695.9 (1,633.4) (166.6) VERISIGN INC VRSNEUR EZ 1,695.9 (1,633.4) (166.6) VERISIGN INC VRSN-RM RM 1,695.9 (1,633.4) (166.6) VERISIGN INC-BDR VRSN34 BZ 1,695.9 (1,633.4) (166.6) VERISIGN-CEDEAR VRSN AR 1,695.9 (1,633.4) (166.6) WAVE LIFE SCIENC WVE US 199.9 (32.6) 58.6 WAVE LIFE SCIENC WVEEUR EU 199.9 (32.6) 58.6 WAVE LIFE SCIENC 1U5 GR 199.9 (32.6) 58.6 WAVE LIFE SCIENC 1U5 TH 199.9 (32.6) 58.6 WAVE LIFE SCIENC 1U5 GZ 199.9 (32.6) 58.6 WAYFAIR INC- A W US 3,360.0 (2,708.0) (212.0) WAYFAIR INC- A 1WF GR 3,360.0 (2,708.0) (212.0) WAYFAIR INC- A 1WF TH 3,360.0 (2,708.0) (212.0) WAYFAIR INC- A WEUR EU 3,360.0 (2,708.0) (212.0) WAYFAIR INC- A 1WF QT 3,360.0 (2,708.0) (212.0) WAYFAIR INC- A WEUR EZ 3,360.0 (2,708.0) (212.0) WAYFAIR INC- A 1WF GZ 3,360.0 (2,708.0) (212.0) WAYFAIR INC- A W* MM 3,360.0 (2,708.0) (212.0) WAYFAIR INC- BDR W2YF34 BZ 3,360.0 (2,708.0) (212.0) WEWORK INC-CL A WE* MM 15,063.0 (3,593.0) (1,445.0) WINGSTOP INC WING US 351.7 (475.4) 65.5 WINGSTOP INC EWG GR 351.7 (475.4) 65.5 WINGSTOP INC WING1EUR EU 351.7 (475.4) 65.5 WINGSTOP INC EWG GZ 351.7 (475.4) 65.5 WINGSTOP INC EWG TH 351.7 (475.4) 65.5 WINMARK CORP WINA US 55.5 (34.6) 32.2 WINMARK CORP GBZ GR 55.5 (34.6) 32.2 WORKIVA INC WK US 1,149.1 (113.7) 509.1 WORKIVA INC 0WKA GR 1,149.1 (113.7) 509.1 WORKIVA INC WKEUR EU 1,149.1 (113.7) 509.1 WORKIVA INC 0WKA TH 1,149.1 (113.7) 509.1 WORKIVA INC 0WKA QT 1,149.1 (113.7) 509.1 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WW INTERNATIONAL WW US 1,032.3 (675.2) 24.8 WW INTERNATIONAL WW6 GR 1,032.3 (675.2) 24.8 WW INTERNATIONAL WW6 TH 1,032.3 (675.2) 24.8 WW INTERNATIONAL WTWEUR EU 1,032.3 (675.2) 24.8 WW INTERNATIONAL WW6 QT 1,032.3 (675.2) 24.8 WW INTERNATIONAL WW6 GZ 1,032.3 (675.2) 24.8 WW INTERNATIONAL WW6 SW 1,032.3 (675.2) 24.8 WW INTERNATIONAL WTW AV 1,032.3 (675.2) 24.8 WW INTERNATIONAL WTWEUR EZ 1,032.3 (675.2) 24.8 WW INTERNATIONAL WW-RM RM 1,032.3 (675.2) 24.8 WYNN RESORTS LTD WYR GR 13,336.3 (1,709.0) 2,517.1 WYNN RESORTS LTD WYNN* MM 13,336.3 (1,709.0) 2,517.1 WYNN RESORTS LTD WYNN US 13,336.3 (1,709.0) 2,517.1 WYNN RESORTS LTD WYR TH 13,336.3 (1,709.0) 2,517.1 WYNN RESORTS LTD WYR QT 13,336.3 (1,709.0) 2,517.1 WYNN RESORTS LTD WYNNEUR EU 13,336.3 (1,709.0) 2,517.1 WYNN RESORTS LTD WYR GZ 13,336.3 (1,709.0) 2,517.1 WYNN RESORTS LTD WYNNEUR EZ 13,336.3 (1,709.0) 2,517.1 WYNN RESORTS LTD WYNN-RM RM 13,336.3 (1,709.0) 2,517.1 WYNN RESORTS-BDR W1YN34 BZ 13,336.3 (1,709.0) 2,517.1 YUM! BRANDS -BDR YUMR34 BZ 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC YUM US 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC TGR GR 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC TGR TH 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC YUMEUR EU 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC TGR QT 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC YUM SW 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC YUMUSD SW 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC TGR GZ 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC YUM* MM 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC YUM AV 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC YUMEUR EZ 6,071.0 (8,190.0) 201.0 YUM! BRANDS INC YUM-RM RM 6,071.0 (8,190.0) 201.0 ********* 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 ***