/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231121.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 21, 2023, Vol. 27, No. 324 Headlines 155 CHAMBERSFOOD: Seeks to Hire Aleinik Law as Special Counsel 217 NORTH WASHINGTON: Unsecureds Will Get 67% Over 120 Months 511 SEAWARD: Valdezes Say Plan Disclosures Inadequate 57-36 MYRTLE AVE: Court OKs Interim Cash Collateral Access ADVENTURE ENVIRONMENTAL: Files Emergency Bid to Use Cash Collateral ADVOCATE HEALTH: Wins Interim Cash Collateral Access AFTERSHOCK COMICS: Court OKs Deal on Cash Collateral Access AGILETHOUGHT INC: Cancels Auction, Chooses Stalking Horse Bid AI DESIGN: Court OKs Cash Collateral Access Thru Dec 5 AIR METHODS: General Unsecured Claims Are Unimpaired in Plan ALPACKA GROUP: Court OKs Interim Cash Collateral Access ALROD LOGISTICS: Wins Interim Cash Collateral Access AMAG ENTERPRISES: Wins Interim Cash Collateral Access AMERICAN LAND: Unsecureds Will Get 100% of Claims over 5 Years AMERICAN PHYSICIAN: Dec. 14 Combined Hearing on Plan & Disclosures AMERICANAS S.A.: Asks Permission to Hold Creditor Meeting Dec. 19 AMERICANAS: Releases Delayed Earnings Report as Step in Debt Deal AMPIO PHARMACEUTICALS: Posts $1.2 Million Net Loss in Third Quarter AMYRIS INC: Insurer Says Plan Lacks Information on $800K Bonds ANKORY CONSTRUCTION: Unsecureds to Split $60K in Quarterly Payments ARA MACAO: Trustee and Committee Submit Liquidating Plan ARTERA SERVICES: S&P Alters Outlook to Neg., Affirms 'CCC+' ICR ATS CORP: Moody's Alters Outlook on 'Ba3' CFR to Positive ATTASHIAN ENTERPRISES: Nathan Smith Named Subchapter V Trustee AULT ALLIANCE: Inks $50MM Financing Agreement with Affiliate AYTU BIOPHARMA: Incurs $8.1 Million Net Loss in First Quarter B&B 4365 OHIO ST: Case Summary & Largest Unsecured Creditors BIOSTEEL SPORTS: Court Approves Two Asset Sale Transactions BLANK LABEL: Gen. Unsecureds Get Share of Litigation Trust Assets BLINK CHARGING: Incurs $112.7 Million Net Loss in Third Quarter BRIGHT MOUNTAIN: Incurs $19.8 Million Net Loss in Third Quarter CAPITAL KCS: Court Approves Disclosure Statement CELSIUS NETWORK: Transformation Depends on SEC's Blessing CENTRAL OKLAHOMA: Updates Restructuring Plan Disclosures CHEFS' WAREHOUSE: S&P Upgrades ICR to 'B+', Outlook Stable CHISHOLM TRUCK: Case Summary & 11 Unsecured Creditors CHRISHULSERSELLSHOMES: Unsecureds Get Share of 90% of Plan Profit CIAOBABYONMAIN LLC: Neema Varghese Named Subchapter V Trustee CLAUSEN OYSTERS: Unsecureds to Get 100% of Claims COMMSCOPE HOLDING: Creditors Tap Ducera After Earnings Dip CONTINENTAL AMERICAN: Hires Allen Gibbs & Houlik as Accountant COUNTY INVESTMENT: Seeks Cash Collateral Access CPI LUXURY: Deal on Cash Collateral Access OK'd CREATING SCHOLARS: Disposable Income to Fund Plan CROSSED INDUSTRIES: Case Summary & 17 Unsecured Creditors CYXTERA TECHNOLOGIES: Court Approves Sale of Assets to Brookfield DEPETRIS FAMILY: Seeks Cash Collateral Access DIAMOND SPORTS: More Likely to Close in 2024, Sinclair Says DIAMOND SPORTS: One-Year NBA Deal in Chapter 11 Cleared DIGITAL MEDIA: Announces Changes to Board Committee Assignments DIGITAL MEDIA: Posts $17.1 Million Net Loss in Third Quarter DMCC 450: Seeks to Hire Fisher Auction Company as Broker DMK PHARMACEUTICALS: Posts $1.4 Million Net Loss in Third Quarter E.R. BAKEY: Wins Cash Collateral Access Thru Nov 30 EAGLE LEDGE: Seeks Approval of Disclosure Statement EAGLE LEDGE: Unsecureds Owed $4M to Get $350K in Plan ECLIPZ.IO INC: Christopher Hayes Named Subchapter V Trustee EGAE LLC: Wins Cash Collateral Access Thru Dec 14 ELENAROSE CAPITAL: Court OKs Cash Collateral Access Thru Dec 19 EMERGENT BIOSOLUTIONS: BlackRock Reports 18.1% Equity Stake EMINENCE CORPORATION: Hires Modesto Bigas Law Office as Counsel EMPOWER CENTRAL: Amends Unsecured Claims Pay Details ESCALON MEDICAL: Incurs $21K Net Loss in First Quarter FAIRPORT BAPTIST: PCO Says Patient Care Remains Stable FGH LLC: Case Summary & 20 Largest Unsecured Creditors FREE SPEECH: Alex Jones Asks Court to Reverse Sandy Hook Verdict FREE SPEECH: Jones Seeks to Sell Cars, Boat and Guns FREELAND PAINTING: Case Summary & Five Unsecured Creditors FREEMAN TRANSIT: Seeks to Hire Caddell Reynolds as Attorney FUSION GALAXY: Court OKs Cash Collateral Access on Final Basis GALLUS DETOX: Seeks Cash Collateral Access GENESIS CARE: No Decline in Patient Care at EFM, PCO Report Says GENESIS CARE: No Decline in Patient Care at EWUS, PCO Report Says GENESIS CARE: No Decline in Patient Care at WFCM, PCO Report Says GLOBAL CANCER: Court OKs Interim Cash Collateral Access GOLDEN SEAHORSE: Unsecureds Owed $1.2M to be Paid in Full in Plan GRAFTECH INTERNATIONAL: S&P Downgrades ICR to 'B+', Outlook Neg. GUZZINO COMMERCIAL: Lucy Sikes Named Subchapter V Trustee HALF LION BREWING: Seeks Cash Collateral Access HARRISBURG UNIVERSITY: S&P Lowers LT Revenue Bond Rating to 'BB-' HAWAIIAN HOLDINGS: BlackRock Reports 9.7% Equity Stake HOLLEY INC: Moody's Affirms 'B3' CFR & Alters Outlook to Stable HOMEZONE IMPROVEMENTS: Seeks Cash Collateral Access HUBBARD RADIO: S&P Downgrades ICR to 'CCC+', Outlook Negative INDUSTRIAL AUTHORITY: Hires Tranzon Asset Advisors as Broker INSTANT BRANDS: Centre Lane Completes Appliances Unit Acquisition INTEGRATED VENTURES: Incurs $9 Million Net Loss in First Quarter JAWED DEVELOPMENT: Lawrence Katz Named Subchapter V Trustee KARPATIA TRUCKS: John Whaley Named Subchapter V Trustee KRISTI'S GROOMING: Court OKs Interim Cash Collateral Access L.O.L. COUNSELING: No Patient Care Concern, 1st PCO Report Says LIFTUP COMMUNITIES: Robert Handler Named Subchapter V Trustee LIGADO NETWORKS: Gets $4.2-Bil. Debt Maturity Forbearance Extension LIMETREE BAY: S&P Lowers Senior Secured Term Loan Rating to 'CCC-' MALLINCKRODT PLC: Completes Financial Restructuring, Exits Ch. 11 MALLINCKRODT PLC: Releases Third Quarter 2023 Financial Results MATCON CONSTRUCTION: Wins Cash Collateral Access Thru Jan 2024 MATTAMY GROUP: S&P Upgrades ICR to 'BB+', Outlook Stable MEDIAMATH HOLDINGS: Reaches $14-Mil. Settlement with PR Firm MISSISSIPPI CENTER: Seeks to Hire Alexander CPA as Expert Witness MISSISSIPPI CENTER: Seeks to Hire Whitley Penn as Expert Witness MISSISSIPPI CENTER: Seeks to Tap Matthews Cutrer as Expert Witness MRS. BUSY BEE: Amends Unsecured Claims Pay Details NAB HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B+' ICR NASHVILLE SENIOR: No Resident Complaints, PCO Report Says NATHAN'S FAMOUS: S&P Affirms 'B' ICR, Alters Outlook to Positive NESV ICE: Court OKs Interim Cash Collateral Access NEXT BIG THING: Case Summary & 20 Largest Unsecured Creditors NEXTPLAY TECHNOLOGIES: Fail to Meet Nasdaq's Minimum Bid Price NMN HOLDINGS III: Moody's Affirms B3 CFR & Alters Outlook to Stable NORTHERN DELIGHT: Steven Rayman of CBH Named Subchapter V Trustee OLYMPIC HOLDINGS: Trustee Taps LA Luxuries as Real Estate Broker PERSONALIZED HEALTH: Court OKs Interim Cash Collateral Access PJ TRANS: Court OKs Cash Collateral Access Thru Dec 19 PPWC ENTERPRISES: Frederic Schwieg Named Subchapter V Trustee PREMIER KING: Court OKs Cash Collateral Access on a Final Basis PREMIER KINGS: Committee Seeks to Tap Christian & Small as Counsel PREMIER MEDICAL: Wins Cash Collateral Access Thru Dec 22 PROFESSIONAL DIVERSITY: Posts $1.3 Million Net Loss in 3rd Quarter PROFRAC HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR PROTERRA INC: Phoenix Named Winning Bidder for Transit Business RAGING BULL: Jan. 19 Hearing on Amended Disclosures RELIABLE CASTINGS: Amends Spectrum & OBWC Claims Pay RENNOVA HEALTH: Incurs $548K Net Loss in Third Quarter RESCOM LTD: Unsecureds Will Get 100% of Claims over 5 Years RITE AID CORP: $575-Million Bid from MedImpact Faces Funding Issue RODA EXPRESS: Unsecureds Get $8K Per Month for 48 Months SADIE ROSE: Wins Cash Collateral Access Thru Jan 2024 SCUNGIO BORST: To Seek Plan Confirmation on Jan. 11, 2024 SERVICE PROPERTIES: S&P Alters Outlook to Stable, Affirms 'BB' ICR SINTX TECHNOLOGIES: Incurs $3.2 Million Net Loss in Third Quarter SOFT SURROUNDINGS: Court Approves Liquidating Plan ST. CHARLES: S&P Affirms 'B+' Long-Term Rating on GO Parity Debt STARBOARD GROUP: Wendy's Operator Hits Chapter 11 Bankruptcy STARR CLEANING: Ted Burr Named Subchapter V Trustee STERETT COMPANIES: Hires Seiller Waterman as Bankruptcy Counsel SUMMIT MIDSTREAM: Moody's Rates New Unsec. Notes Due 2026 'Caa2' SUPERIOR SEPTIC: Amends Citizens Bank & Capital One Secured Claims SURGERY CENTER: Moody's Hikes CFR to B2 & Alters Outlook to Stable TEGNA INC: Reports Q3 2023 Results and Provides Q4 Guidance TELESAT CANADA: S&P Upgrades ICR to 'CCC+', Outlook Negative TEXARKANA ARKANSAS: Court OKs Interim Cash Collateral Access TGC SYSTEMS: Seeks Cash Collateral Access THORCO INC: Seeks to Hire Johnson May as Bankruptcy Counsel TOTAL AUTO: Seeks Cash Collateral Access TRIMAX MEDICAL: Case Summary & Nine Unsecured Creditors UNITED SITE SERVICES: Sees Bond Loan Drop as Revenue Dipped VBI VACCINES: Incurs $20.4 Million Net Loss in Third Quarter VENUS CONCEPT: Incurs $8.96 Million Net Loss in Third Quarter VERDE BUILDING: Court OKs Interim Cash Collateral Access VETERANS MFG: Deborah Caruso Named Subchapter V Trustee WEWORK INC: Premier Workspaces Mulls Acquisition of Locations WORKSITE LABS: Late Model Equipment to Be Sold at Nov. 30 Auction YEP COMMERCE: Court OKs Interim Cash Collateral Access ZYMERGEN INC: Comm. Hires Berkeley Research as Financial Advisor ZYMERGEN INC: Committee Hires Landis Rath & Cobb as Co-Counsel ZYMERGEN INC: Committee Taps Simpson Thacher as Lead Counsel [*] Lucy Kweskin Joins Katten's Insolvency & Restructuring Team [*] Three Cohn & Dussi Attorneys Named to 2023 Super Lawyers List [] Pompano Beach Development Site Auction Set for Dec. 14 [] Trump Royal Condo Up for Sale on Dec. 20 [^] Large Companies with Insolvent Balance Sheet ********* 155 CHAMBERSFOOD: Seeks to Hire Aleinik Law as Special Counsel -------------------------------------------------------------- 155 Chambersfood, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Aleinik Law Firm PLLC as its special counsel. The Debtor taps Aleinik Law in connection with the legal claim against Manhattan Realty Company 1 LP, in connection with the lease agreement to the premises located at 155 Chamber Street, New York, NY 10007. The firm will draft and file summons for breach of the lease agreement and other related claims in order to obtain compensation for the breach of contract and related claims including lack of access to perform necessary repairs and interference with the Debtor's business. The firm will charge $300 per hour for its services. Olga Aleinik, Esq., an attorney at Aleinik Law Firm, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Olga Aleinik, Esq. Aleinik Law Firm PLLC 42 West 28 St. Ste 1002 New York, NY 10018 Phone: (718) 909-1989 Email: oaleinik@aleiniklaw.com About 155 Chambersfood, Inc. 155 Chambersfood, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42937) on August 16, 2023, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Nancy Hershey Lord oversees the case. Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C. represents the Debtor as counsel. 217 NORTH WASHINGTON: Unsecureds Will Get 67% Over 120 Months ------------------------------------------------------------- 217 North Washington Street LLC filed with the U.S. Bankruptcy Court for the Northern District of New York a Plan of Reorganization dated November 13, 2023. This Plan of Reorganization proposes to pay creditors of the Debtor from the operations of the debtor's business. This plan provides for one class of secured claims; one class of administrative creditors; one class of unsecured claims; and one class of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 67 cents on the dollar. This Plan also provides for the payment of administrative and priority claims in full. Class 1 consists of Secured Claims. Class I shall be impaired, but paid in full, at statutory interest in 120 equal monthly installments. Class 2 cnsists of Administrative Claims. Class 2 is unimpaired by this Plan, and each holder of a Class 2 Priority Claim will be paid, in cash, commencing upon the later of the effective date of this Plan or the date on which such claim is allowed by a final non-appealable order. Class 3 consists of General Unsecured Creditors. Class 3 is unimpaired and shall be paid 67% of the allowed claims in 120 equal monthly installments. Class 4 consists of Equity Security Holders of the Debtor. Class 4 shall retain ownership of the Debtor but shall be required in consideration of such retention to make additional capital contributions in cash, when and to the extent necessary to carry out the terms of this Plan. The Plan shall be funded from the operation of the Debtor's residential real estate business. As with the operations prior to the filing of the Petition herein and during the administration of this case, management of the Debtor shall be by the President, sole director and sole shareholder, Michele Wilson. Ms. Wilson shall be responsible for the Debtor's ongoing operations and shall be the disbursing agent of the Debtor responsible for making all payments to or on behalf of creditors required by this Plan and by the Order approving it. A full-text copy of the Plan of Reorganization dated November 13, 2023 is available at https://urlcurt.com/u?l=YcPfSK from PacerMonitor.com at no charge. Attorney for the Debtor: Michael L. Boyle, Esq. BOYLE LEGAL, LLC 64 2nd Street Troy, NY 12180 Telephone: (518) 407-3121 Email: mike@boylebankruptcy.com About 217 North Washington Street 217 North Washington Street LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60503) on July 14, 2023, listing $100,001 to $500,000 in both assets and liabilities. Michael Leo Boyle, Esq., at Boyle Legal, LLC, is the Debtor's counsel. 511 SEAWARD: Valdezes Say Plan Disclosures Inadequate ----------------------------------------------------- The Amended Disclosure Statement filed by debtor 511 Seward, LLC fails to sufficiently address deficiencies in Debtor's original disclosure statement that Creditors Brandy Valdez and Arnold Valdez, as Trustees of the Arnold and Brandy Valdez Family Trust (together, the "Valdezes") identified in their objection filed Doc. 50 (Valdezes' "Objection"), the Valdezes claim in a further objection pursuant to 11 USC s 1125 and Fed. R. Bankr. P. 3017(a). This "Further Objection" is intended to supplement the Valdezes' previously filed Objection and to join and supplement objections to the Amended Disclosure Statement filed by Creditors Shayla Melamed and West Coast Servicing, Inc. The Valdezes agree with WCS and Melamed that disclosures in the Amended Disclosure Statement regarding the Insider Deeds of Trusts are inadequate. Debtors vague statement that funds received from these loans were used to make "mortgage payments" and fund "construction" is insufficient. This is especially true given that, as Melamed points out, there seems to be little value received from the estate as a result of funds allegedly received from Seaward given the state of the property and the foreclosure. It therefore appears, as Melamed notes, that insiders received $647,899.30 while the estate received little to no value. It has been over five months since Debtor filed its bankruptcy, and yet, in its Amended Disclosure Statement Debtor states it is still "negotiating a carve-out" with secured creditors without providing an estimate as to the amount or terms of the carve-out. Debtor, however, adds language clarifying that if there is no carve-out "it is anticipated that Class 8 Claims will receive nothing under the Plan." Debtor then clarifies in its Reply that it cannot in good faith provide further disclosures as to the estimated recovery by unsecured creditors. It is not clear why Debtor has been unable to negotiate any details regarding the carve-out in five months. However, it is clear that unless Debtor is able to somehow finalize the carve-out unsecured creditors will receive nothing, and the plan is not confirmable. If unsecured creditors receive nothing, impaired creditors, like Melamed and the Valdezes, will object and the plan, which pays them no more than they would receive in a Chapter 7 liquidation will not pass the best interests of creditors test. Therefore, without a negotiated and finalized carve-out, the disclosure statement should not be approved and the plan should not go out for a vote. Attorneys for the Creditors, Brandy Valdez and Arnold Valdez as Trustees of the Arnold and Brandy Valdez Family Trust: Paul J. Leeds, Esq. Meredith King, Esq. FRANKLIN SOTO LEEDS LLP 444 West C Street, Suite 300 San Diego, CA 92101 Tel: (619) 872-2520 Fax: (619) 566-0221 E-mail: pleeds@fsl.law mking@fsl.law About 511 Seaward 511 Seaward, LLC, which is engaged in activities related to real estate, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-10994) on May 12, 2023. The company is based in Newport Beach, Calif. with as much as $1 million to $10 million in both assets and liabilities. Robert Montgomery as managing member, signed the petition. Golden Goodrich, LLP, serves as the Debtor's legal counsel. 57-36 MYRTLE AVE: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized 57-36 Myrtle Ave, LLC to use cash collateral on an interim basis in accordance with the budget. Effective as of September 15, 2023, and continuing through January 12, 2024, the Debtor is permitted to use cash collateral to make adequate protection payments to the Secured Lender in the amount of $6,684 for October, November, and December, 2023, and January, 2024, and $250 for UST fees due for the fourth quarter. In addition, the Debtor will pay any outstanding post-petition real property tax obligation on or before November 30, 2023. As previously reported by the Troubled Company Reporter, TD Bank, N.A. entered into a loan agreement with the Debtor loaning $1.120 million to the Debtor. The Debtor defaulted on the Secured Loan due to a loss of its tenant and inability to lease the Property due to the COVID-19 pandemic. The Debtor now has a quality lessee paying approximately $11,000 per month rent. Further, the Debtor estimates that the value of the Property is $1.5 million which exceeds the Secured Lender's claimed amount due, providing further assurance of payment. The Debtor will pay the Secured Lender the monthly amount set forth in the proposed monthly budget, and its operating expenses which consist mainly of insurance and property tax and any additional proceeds will be utilized as a reserve. In addition to the proposed payments to the Secured Lender it will also receive replacement liens in all of the Debtor's pre-petition and post-petition assets and proceeds, only to the extent that Secured Lender has a valid security interests in the pre-petition assets on the Petition Date and in the continuing order of priority that existed as of the Petition Date. The Replacement Liens will be subject and subordinate only to: (a) United States Trustee fees payable under 28 U.S.C. section 1930 and 31 U.S.C. section 3717; (b) professional fees of duly retained professionals in the Chapter 11 case as may be awarded pursuant to 11 U.S.C. Sections 330 or 331 or pursuant to any fee order entered in the Debtor's Chapter 11 case; (c) the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $10,000; and (d) the recovery of funds or proceeds from the successful prosecution of avoidance actions of the Bankruptcy Code. A final hearing on the matter is set for January 10, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=dQ43Jx from PacerMonitor.com. About 57-36 Myrtle Ave, LLC 57-36 Myrtle Ave, LLC is a lessor of non-residential building. The Debtor owns a property located at 5736 Myrtle Ave, Ridgewood, NY 11385-4940 valued at $1.5 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-40482) on February 13, 2023. In the petition signed by Paul Amato, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. H. Bruce Bronson, Esq., at Bronson Law Office, P.C., represents the Debtor as legal counsel. ADVENTURE ENVIRONMENTAL: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------------- Adventure Environmental, Inc. asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for authority to use cash collateral and provide adequate protection. The Debtor will need to use the cash collateral to conduct its operation, including, but not limited to, payment of insurance, utilities, supplies, and outside services. The Debtor's primary assets consist of automobiles, boats, trailers, and barges, as well as miscellaneous tools, salvage gear, pumps, chain saws, and a welder. The Debtor also had nine bank accounts on the Petition Date, with a combined balance of $8.5 million. Pursuant to the UCC-1 Financing Agreement(s) filed by City National Bank of Florida, the Secured Lender may claim to have a security interest in certain personal property owned by the Debtor, including all goods, equipment, furniture, fixtures, inventory, accounts, accounts receivable, chattel paper and general intangibles. As adequate protection to City, the Debtor proposes to pay an adequate protection payment of $50,000 per month, with the first payment commencing on or before 7 days after an Order granting the Motion becomes final, with subsequent payments due on the same day each subsequent month, and a first priority post-petition lien on all cash generated by the Debtor's services post-petition and a first priority replacement lien on all assets of the Debtor, to the extent it has a lien on cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=uk3cL0 from PacerMonitor.com. About Adventure Environmental, Inc. Adventure Environmental, Inc. 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. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19328) on November 13, 2023. In the petition signed by J. Gregory Tolpin, vice president and secretary, the Debtor disclosed $10,582,122 in assets and $13,253,968 in liabilities. Timothy S. Kingcade, Esq., at KINGCADE, GARCIA & MCMAKEN, P.A., represents the Debtor as legal counsel. ADVOCATE HEALTH: Wins Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorized Advocate Health Partners, LLC to use cash collateral on an interim basis in accordance with the budget. Specifically, the Debtor is permitted to use cash collateral to pay: (a) the amounts expressly authorized by the Court, including payments to the Sub V Trustee for its monthly retainer; (b) the current and necessary expenses set forth in the budget, plus 10% for each line item; and (c) the additional amounts as may expressly approved in writing by counsel for secured creditor, Margaret Ehrgott. In July 2019, Debtor borrowed funds in the amount of $600,000 from Margaret Ehrgott. In exchange for the funds, Ms. Ehrgott was granted a lien on substantially all of its assets, which is indicated in its UCC filing dated February 4, 2021. Prior to the petition date, Ms. Ehrgott obtained a final judgment in the amount of $800,000. The court said each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditor. A continued hearing on the matter is set for December 11, 2023 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=TzWJdT from PacerMonitor.com. About Advocate Health Partners Advocate Health Partners, LLC is family owned and operates as a health-care service provider in Palm Harbor, Florida. The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03307) on Aug. 1, 2023, with up to $10 million in both assets and liabilities. Judge Catherine Peek McEwen oversees the case. Jake C. Blanchard, Esq., at Blanchard Law, PA serves as the Debtor's counsel. AFTERSHOCK COMICS: Court OKs Deal on Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Division, authorized Aftershock Comics, LLC and Rive Gauche Television to use cash collateral on an interim basis to in accordance with their agreement with Access Road Capital, LLC, through November 30, 2023. Specifically, because the value of the Debtors' businesses derives substantially from certain intellectual property rights - such as the RGTV Library, and Aftershock's comic IP Rights that need to be marketed, licensed, and/or developed for production - the Employees and Contractors are critical to the preservation and/or continuance of the Debtors' business operations and value. The Debtors believe that significantly all of the Employees and Contractors will quit if they are not paid their Owed Wages and Commissions. The Debtor requires the use of cash collateral to pay the Owed Wages and Commissions on an emergency basis. ARC is the Debtors' senior secured lender. The Debtors originally borrowed $11.090 million from ARC in March 2020. The Debtors are jointly liable to repay the Loan. ARC and the Debtors entered into a subsequent agreement that provided the Debtors with a $2.392 million line of credit. The Debtors are jointly liable to repay the Loan, and the Lender asserts the Loan is secured by all, or substantially all, of the Debtors' assets. The court said Pursuant to the Agreement, the Debtors are authorized to make an adequate protection payment to the Lender in the amount of $25,000. A copy of the stipulation is available at https://urlcurt.com/u?l=d3dm53 from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=cGga2t from PacerMonitor.com. About AfterShock Comics AfterShock Comics, LLC -- https://Aftershockcomics.com -- is an American comic book publisher launched in 2015. The company is based in Sherman Oaks, Calif. AfterShock Comics and affiliate Rive Gauche Television filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 22-11456) on Dec. 19, 2022. Judge Martin R. Barash oversees the cases. At the time of filing, AfterShock Comics reported $10 million to $50 million in both assets and liabilities while Rive Gauche reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtors are represented by David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P. The U.S. Trustee for Region 16 appointed two separate committees to represent unsecured creditors in the Chapter 11 cases of AfterShock Comics, LLC and Rive Gauche Television. AGILETHOUGHT INC: Cancels Auction, Chooses Stalking Horse Bid ------------------------------------------------------------- Ben Zigterman of Law360 reports that a secured lender of AgileThought won't face any competition in its $75 million stalking horse credit bid for the IT services company, prompting the technology company to cancel its bankruptcy auction scheduled for Wednesday, November 15, 2023. As reported in the TCR, the Debtor has reached an asset purchase agreement with affiliates of Blue Torch Finance, LLC, the Company's senior secured lenders. To support the restructuring process, Blue Torch has agreed to provide approximately $22 million in new-money financing (subject to court approval). A Blue Torch affiliate has agreed to serve as the stalking-horse buyer of substantially all of AgileThought's assets, subject to several factors, including higher or better offers. The Stalking Horse APA contemplates the Stalking Horse Bidder credit bidding the entire outstanding amount of its secured debt, assuming certain liabilities, and providing additional consideration for the estates. The proposed transaction is subject to court approval, and other customary conditions. About AgileThought AN Global, LLC and affiliates are global providers of agile-first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. AgileThought is a pure play leading provider of agile software development at scale, end-to-end digital transformation and technology consulting services with diversity across markets and industries. For years, Fortune 1000 companies have trusted AgileThought to solve their digital challenges and optimize mission-critical systems to drive business value. AN Global, LLC, and its affiliates, including AgileThought Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on Aug. 28, 2023. In the petitions signed by their chief restructuring officer, James S. Feltman, the Debtors disclosed $100 million to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Potter Anderson & Corron LLP and Hughes Hubbard & Reed LLP as bankruptcy counsels; Garrigues Mexico, S.C. as general Mexican restructuring counsel; Teneo Capital, LLC as financial advisor; Guggenheim Securities, LLC as investment banker; and BDO USA, PC as tax advisor. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Blue Torch Finance LLC is the administrative agent and collateral agent under the DIP Agreement and under a pre-bankruptcy first lien facility. It is represented by Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Pachulski Stang Ziehl & Jones, LLP and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. AI DESIGN: Court OKs Cash Collateral Access Thru Dec 5 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized AI Design LLC dba Custom Metal Glass dba CMG and Custom Metal Fabrication LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through the final hearing set for December 5, 2023 at 10 a.m. Based upon a UCC search obtained by the Debtors, AI Design has five creditors that have asserted liens on AI Design's cash collateral. These creditors are J.P Morgan Chase, Unknown UCC filed by Corporation Service Comp, U.S Small Business Administration, Unknown UCC filed by Secured Lender Solutions, and Stenson Tamaddon. On October 12, 2018, AI Design entered into a secured commercial loan with JP Morgan Chase Bank, N.A., backed by the U.S. Small Business Administration having a principal amount of $251,300 with a fixed interest rate of 6.75%. with monthly principal and interest payments in the amount of $4,946 and a maturity date of October 12, 2023. As of the Petition Date, the amount owed by AI Design under the Chase Term Loan is approximately $76,713. On October 15, 2018, AI Design entered into a Note Modification Agreement with Chase, which provided for a principal loan amount of $250,000 with an interest rate of 3.25% per annum above the prime rate. As of the Petition Date, the amount owed by AI Design under the Chase Credit Line is approximately $227,288. In May 2020, AI Design entered into an Economic Injury Disaster Business Loan with the SBA. As of the Petition Date, the amount owed by AI Design under the EID Loan is approximately $1.520 million. On May 5, 2022, AI Design and Stenson Tamaddon LLC entered into a client services agreement whereby Stenson would provide certain accounting and tax-related services in connection with AI Design's application to the Department of Treasurer for employee retention tax credits, with Stenson receiving a commission-based fee of 15% percent of the total ERC credit refunds. As of the Petition Date, the amount owed by AI Design to Stenson is unliquidated, contingent, and disputed. As adequate protection, AI Design is granted replacement liens in all of the Debtor's pre-petition and post-petition assets and proceeds. The Replacement Liens will be subject and subordinate only to: (a) U.S. Trustee fees payable under 28 U.S.C. Section 1930 and 31 U.S.C Section 3717, if applicable, or alternatively, the allowed administrative claim of the Subchapter V Trustee, and any fees payable to the Clerk of the Court; (b) professional fees of duly retained professionals in the Chapter 11 case as may be awarded pursuant to Sections 330 or 331 of the Code; and (c) the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $10,000. As additional adequate protection for the use of cash collateral, the Debtors will pay to Chase and the SBA monthly adequate protection payments in the following amounts: 1. Chase Term Loan: $5,000; 2. Chase Credit Line: $2,000; and 3. SBA EID Loan: $2,000 A copy of the order is available at https://urlcurt.com/u?l=3KqHWr from PacerMonitor.com. About AI Design LLC AI Design LLC is an architectural metal and glass designer, fabricator and installer. CMG creates canopies, building facades, stairs, railings, entrances, lobbies, foyers, and greenhouses. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-18795) on October 7, 2023. In the petition signed by Leeron Mosayov, member, the Debtor disclosed $500,000 in assets and $10 million in liabilities. Judge Stacey L. Meisel oversees the case. Rosemarie E. Matera, Esq., at Kirby Aisner & Curley LLP, represents the Debtor as legal counsel. AIR METHODS: General Unsecured Claims Are Unimpaired in Plan ------------------------------------------------------------ Air Methods Corporation, et al. submitted a Revised Disclosure Statement for Joint Prepackaged Chapter 11 Plan. During these chapter 11 cases, the Debtors intend to operate their businesses in the ordinary course and will seek authorization from the Bankruptcy Court to make payment in full on a timely basis to trade creditors, customers, and employees of amounts due prior to and during these chapter 11 cases. As a result of extensive negotiations, on October 23, 2023, the Debtors entered into that certain Restructuring Support Agreement (as amended, modified, and supplemented from time to time and including all exhibits thereto, the "Restructuring Support Agreement") with: * certain holders, or investment advisors, sub-advisors, or managers of discretionary accounts or funds acting on behalf of holders, of (a) loans or commitments (the "Prepetition Secured Loans" and the claims arising thereunder, the "Prepetition Secured Loan Claims") under that certain Credit Agreement, dated as of April 21, 2017 (as may be amended, supplemented, or otherwise modified from time to time, including by that certain Incremental Facility Agreement No. 1, dated April 6, 2021, and that certain Amendment No. 2 to Credit Agreement, dated as of September 29, 2023, the "Prepetition Credit Agreement" and the lenders party thereto, the "Prepetition Secured Parties"), by and among Air Methods Parent, as borrower, ASP AMC Intermediate Holdings, Inc., a Delaware corporation ("Intermediate Holdings"), as parent guarantor, certain subsidiaries of Air Methods Parent, as Subsidiary Guarantors (as defined therein), Royal Bank of Canada, as administrative agent, and the lenders from time to time party thereto (together with their respective successors and permitted assigns, and any subsequent Prepetition Secured Party that becomes party to the Restructuring Support Agreement by executing a Joinder Agreement (as defined in the Restructuring Support Agreement) in accordance with the terms of the Restructuring Support Agreement, the "Consenting Prepetition Secured Parties") and (b) senior unsecured notes (the "Prepetition Unsecured Notes," the claims arising thereunder, the "Prepetition Unsecured Note Claims," and the holders thereof, the "Prepetition Unsecured Noteholders") under that certain Indenture, dated as of April 21, 2017 (as may be amended, supplemented, or otherwise modified from time to time, the "Indenture" and, together with the Prepetition Credit Agreement, the "Prepetition Credit Documents"), by and among Air Methods Parent (as successor to ASP AMC Merger Sub Inc.), as issuer, certain subsidiaries of Air Methods Parent, as Guarantors (as defined in the Indenture), and Wilmington Trust National Association, as trustee thereunder (each, on behalf of itself and/or certain funds managed by it or its affiliates, together with their respective successors and permitted assigns, and any subsequent Prepetition Unsecured Noteholder that becomes party the Restructuring Support Agreement by executing a Joinder Agreement (as defined in the Restructuring Support Agreement) in accordance with the terms of the Restructuring Support Agreement, the "Consenting Prepetition Unsecured Noteholders" and, together with the Consenting Prepetition Secured Parties, the "Consenting Creditors"); and * American Securities Associates VII Alternative, LLC, on behalf of ASP VII Alternative Investments I(A), LP, ASP VII Alternative Investments I(C), LP, ASP VII Alternative Investments II(A), LP, and ASP VII Alternative Investments II(C), LP, American Securities Associates VII, LLC, on behalf of American Securities Partners VII (B) LP, and ASP Manager Corp., on behalf of ASP AMC Co-Invest I, LP, AS/ASP VII Co-Investor LLC, ASP AMC Co-Invest II, LP, AMC Cayman Investors LP, ASP AMC Investco I LP, and ASP AMC Investco II LP (collectively, in their capacity as direct or indirect record or beneficial holders of Interests in ASP AMC Holdings, Inc. ("Holdings"), the "Consenting Sponsor" and, together with the Consenting Creditors, the "Consenting Parties"). The Consenting Creditors represent approximately (i) 71.6% of the aggregate outstanding principal amount of Prepetition Secured Loans, and (ii) 66.8% of the aggregate outstanding principal amount of Prepetition Unsecured Notes. The Consenting Sponsor holds approximately 94.7% of the outstanding common stock Interests in Holdings (on a fully diluted basis). The Debtors are commencing this Solicitation to implement a comprehensive financial restructuring to deleverage the Debtors' balance sheet to ensure the Debtors' long-term viability. The Restructuring (as defined below) will meaningfully deleverage the Debtors' capital structure and provide the Debtors with sufficient liquidity to support and position their go-forward business for future growth. The Debtors' balance sheet liabilities will be reduced from approximately $2.2 billion in funded indebtedness to approximately $563 million in funded indebtedness, which represents a reduction of debt on the Plan Effective Date of over 74% relative to the Petition Date. The Debtors have worked closely and in coordination with their key stakeholders, including the Consenting Parties. Indeed, the Consenting Parties have played a critical role in formulating the proposed restructuring described in this Disclosure Statement. Prior to the Petition Date, the Debtors discussed a possible restructuring with an ad hoc group of certain key lenders and noteholders (the "Ad Hoc Group"). These parties actively and constructively participated in the development and negotiation of the Plan and support confirmation of the Plan. Following arm's-length, good-faith negotiations among the Debtors, the Ad Hoc Group, and Consenting Sponsor, the Consenting Parties have agreed to consummate, support, and consent to (as applicable) a restructuring of the Debtors' capital structure (the "Restructuring"), subject to the terms and conditions of the Restructuring Support Agreement and the Plan. The Plan is consistent with the objectives of chapter 11. This Disclosure Statement provides holders of Claims and Interests entitled to vote to accept or reject the Plan with adequate information about (i) the Debtors' business and certain historical events, (ii) these chapter 11 cases, (iii) the Plan, (iv) the rights of holders of Claims and Interests under the Plan, and (v) other information necessary to enable each holder of a Claim and Interest entitled to vote on the Plan to make an informed judgment as to whether to vote to accept or reject the Plan. This Disclosure Statement also assists the Bankruptcy Court in determining whether the Plan complies with the provisions of the Bankruptcy Code and should be confirmed. Under the Plan, Class 7 Prepetition Unsecured Note Claims will recover 1% of their claims. Each holder of an Allowed Prepetition Unsecured Note Claim shall receive from Reorganized AMC, its Pro Rata share of: (i) the Prepetition Unsecured Note Claims Recovery Pool; (ii) the New Tranche 1 Warrants; and (iii) the New Tranche 2 Warrants; provided that each holder of an Allowed Prepetition Unsecured Note Claim shall have the option to elect to exercise the Equity Cash-Out Option, in accordance with the Plan. Class 7 is impaired. Class 8 General Unsecured Claims will recover 100% of their claims. The legal, equitable, and contractual rights of the holders of Allowed General Unsecured Claims are unaltered by the Plan. The Debtors or Reorganized Debtors shall pay the Allowed Consenting Sponsor Claim in full in Cash on the Plan Effective Date, and on and after the Plan Effective Date, the Reorganized Debtors shall continue to pay each other Allowed General Unsecured Claim or dispute each General Unsecured Claim in the ordinary course of business. Class 8 is unimpaired. The Debtors and Reorganized Debtors will fund Cash distributions under the Plan with Cash proceeds available from: (a) Cash available on or after the Plan Effective Date; (b) the DRO; (c) the ERO; (d) the Private Placement; and (e) the Exit Securitization Program. The Voting Deadline to accept or reject the Plan is 5:00 p.m. (prevailing central time) on November 27, 2023. Proposed Attorneys for the Debtors: Gabriel A. Morgan, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, TX 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 - and - Ray C. Schrock, Esq. Kelly DiBlasi, Esq. Kevin Bostel, Esq. Alexander P. Cohen, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 A copy of the Disclosure Statement dated October 28, 2023, is available at https://tinyurl.ph/FjpMU from PacerMonitor.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. ALPACKA GROUP: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Jose Division, authorized Alpacka Group, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. As adequate protection, Heritage Bank of Commerce, the U.S. Small Business Administration, and Bluevine Capital Inc. are granted, replacement liens on all property of the Debtor acquired after the commencement of this case, except for claims arising under chapter 5 of the Bankruptcy Code, of the same priority, validity, and extent as their pre-petition liens but subordinate to claims for compensation and reimbursement of expenses of professionals employed by the estate and fees payable to the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a)(6); Said replacement liens will be deemed perfected by operation of law upon entry of the order. The Debtor will pay to the SBA monthly payments of interest in the amounts provided in the Budget, which payments shall be due on the 20th day of each month, except that the first payment will be due on the later of (i) the 20th day of the month in which the order is entered or (ii) 10 calendar days after entry of the order. The Debtor will pay principal and interest payments to Heritage Bank each month in the amounts and by the deadline required by the loan documents. A continued hearing on the matter is set for November 21 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=9mXTk0 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $144,715 for the week starting November 27, 2023; $10,391 for the week starting December 4, 2023; $45,391 for the week starting December 11, 2023; $10,391 for the week starting December 18, 2023; and $144,720 for the week starting December 25, 2023. About Alpacka Group, LLC Alpacka Group, LLC is engaged in the warehousing/storage business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal . Case No. 23-51312) on November 8, 2023. In the petition signed by Michael Applebaum, member, the Debtor disclosed $385,984 in assets and $1,837,435 in liabilities. Judge Elaine Hammond oversees the case. Michael W. Malter, Esq., at Binder & Malter, LLP, represents the Debtor as legal counsel. ALROD LOGISTICS: Wins Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Alrod Logistics, Inc. to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to continue operating the business and pay salaries. As of the Petition Date, the Debtor was indebted to U.S. Small Business Administration in the approximate amount of $88,000 and Amerifactors Financial Group, LLC pursuant to a factoring agreement. The Debtor's obligation is evidenced by a Promissory Note, Security Agreement, Financing Statement, and Chattel Mortgage executed on or about July 29, 2020 to the SBA and April 11, 2022 to Amerifactors, pursuant to which the Lender provided funds to the Debtor. The Court said that the Debtor will pay only expenses necessary for the operation of the business and not any pre-petition expenses, officer salaries, professional fees, or insiders without further order of the Court. As additional adequate protection of the Lender's interest and the estate's interest in cash collateral, the Lender is granted a replacement lien to the same nature, priority, and extent that the Lender may have had immediately prior to the date that the case was commenced nunc pro tunc to the Petition Date. Further, the Lender is granted a replacement lien and security interest on property of the bankruptcy estate to the same extent and priority as that which existed pre-petition on all of the cash accounts, accounts receivable and other assets and property acquired by the Debtor's estate or by the Debtor on or after the Petition. The Debtor is Ordered to pay Adequate Protection payments as follows: a. $401 per month to SBA commencing September 1, 2023 and on the 1st of the month thereafter or further Order of the Court; b. Normal Factoring payment per Account Receivable value per month to AMERIFACTORS FINANCIAL GROUP, LLC; c. All other UCC-1 receivable Lenders including E Advance, Fox Capital, Kapitus Funding, Libertas Funding and Liquidbee will receive no adequate protection at this time. This order is without prejudice to a later finding that such Lenders may be secured by receivables, personal property, inventory and/or equipment. As additional adequate protection of the Lender's interest in the cash collateral, the Debtor will (a) maintain all necessary insurance coverage on the Lender's collateral and under no circumstances will the Debtor allow its insurance coverage to lapse, (b) continue to pay monthly insurance payment in a timely manner, and (c) within two days of the request of the Lender, the Debtor will provide to the Lender's counsel a written statement supported by evidence of the Debtor's compliance with the foregoing. The Debtor's authority to use the cash collateral will terminate immediately and upon the earlier of (a) order of the Court; (b) the conversion of the case to a Chapter 7 case; (c) the entry of an Order that alters the validity or priority of the replacement liens granted therein to the Bank; (d) the Debtor ceasing to operate all or substantially all of its business; (e) the entry of an order granting relief from the automatic stay that allows any entity to proceed against any material assets of the Debtor that constitute cash collateral; (f) the entry of an Order authorizing a security interest under 11 U.S.C. Sections 364(c) or 364(d) of the Bankruptcy Code in the collateral to secure any credit obtained or debt incurred that would be senior to or equal to the replacement lien; or (g) the dismissal of the Chapter 11 case. A continued hearing on the matter is set for December 20, 2023 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=wt9UAP from PacerMonitor.com. About Alrod Logistics, Inc. Alrod Logistics, Inc. offers pipe lining services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01820) on August 3, 2023. In the petition signed by Alejandro Echeverria, president, the Debtor disclosed $922,927 in assets and $3,732,863 in liabilities. Judge Jason A. Burgess oversees the case. Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP, represents the Debtor as legal counsel. AMAG ENTERPRISES: Wins Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Georgia, Albany Division, authorized Amag Enterprises to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. As of the Petition Date, the Magnolia State Bank f/k/a Bank of Eastman's claim totaled approximately $965,512 including principal and interest with interest continuing to accrue at a rate of $262.313 per day as evidenced by claim No. 9 pursuant to the U.S. Small Business Administration Note dated August 27, 2015, and executed by AMAG in favor of the Bank in the original principal amount of $1.1 million. These events constitute an "Event of Default": a. Failure of Debtor to abide by the terms, covenants, and conditions of the Order or the Budget; b. The use of Bank Cash Collateral for any purpose not authorized by the Order; or c. Conversion of the case to Chapter 7 or any other chapter of the Bankruptcy Code. As further adequate protection, the Debtor will make monthly payments to the Bank in the amount of $3,000, with the amount of $1,632 to be paid on or before October 25, 2023, and the remainder of the October payment and the November payment to be due on December 15, 2023. As a condition of Debtor's use of Bank Cash Collateral and to the same extent of the validity and priority of the pre-petition liens granted to the Bank, the Bank is granted a continuing, additional first-priority replacement lien and security interest in and to all of the now existing or hereafter arising or after-acquired assets of the Debtor relating to Bank Cash Collateral, such that the amount of the Bank Cash Collateral will at all times equal but not exceed $54,400, the total sum of the prepetition cash collateral, to secure the Debtor's obligations to the Bank in accordance with 11 U.S.C. section 361. A continued hearing on the matter is set for December 19, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=ZUgyOq from PacerMonitor.com. About AMAG Enterprises AMAG Enterprises, LLC provides support activities for crop production. The company is based in Sycamore, Ga. The Debtor filed Chapter 11 petition (Bankr. M.D. Ga. Case No. 23-10627) on July 31, 2023, with $513,250 in assets and $1,970,991 in liabilities. Amanda G. Brock, sole member, signed the petition. Judge Austin E. Carter oversees the case. Daniel L. Wilder, Esq., at Emmett L. Goodman Jr, LLC is the Debtor's legal counsel. AMERICAN LAND: Unsecureds Will Get 100% of Claims over 5 Years -------------------------------------------------------------- American Land Investments Ltd. filed with the U.S. Bankruptcy Court for the Southern District of Ohio an Amended Subchapter V Plan of Reorganization dated November 9, 2023. American Land Investments, Ltd., was formed as an Ohio limited liability company on November 25, 1997 by Duaine Liette. Debtor’s headquarters are located in Sidney, Ohio and have been since its inception. Prior to 2021, Debtor was operated by Duaine Liette and his wife Angela Liette who was primarily responsible for Debtor's bookkeeping prior to her initiating the State Court Litigation. In 2021 Angela Liette initiated the State Court Litigation by filing for divorce. During the State Court Litigation Debtor became aware that Angela Liette had absconded with significant amounts of money from Debtor's accounts. In conjunction with this case, Rescom, Ltd., also filed for relief under Chapter 11 on April 7, 2023, in Case Number 3:23 bk-20540. Rescom is also an Ohio limited company and Duaine Liette is the sole member of Rescom. Like ALI, Rescom's business is owning residential properties that it leases and it also rehabilitates properties to sell. Following the initiation of the State Court Litigation, Angela Liette sought the appointment of a Receiver for both Debtor and ALI. Debtor did not believe that the receivership was sustainable, and would not lead to an actual reorganization of the Debtor. As a result, Debtor elected to file its bankruptcy petition in order to reorganize under the Bankruptcy Code. The Plan provides for a reorganization and restructuring of the Debtor's financial obligations. The Plan provides for a distribution to creditors in accordance with the terms of the Plan from the Debtor over the course of the Term, which is 5 years from the Debtor's Confirmation Date. Classes 1 and 2, which consist of Allowed Administrative Expense Claims and Allowed Priority Tax Claims, shall be paid in full or provided with other treatment consistent with Section 1129(a)(9) of the Bankruptcy Code. These financial projections for December 1, 2023 to November 30, reflect disposable income of $88,320.00 which is sufficient to fund the Plan during the first year. Additionally, the financial projections for the Term show its ability to fund the Plan over the Term based on income from rental properties and anticipated sales of real estate. Class 4 consists of General Unsecured Claims. Allowed Class 4 Claims shall be paid the pro rata Net Excess Funds. Debtor estimates a distribution of approximately 100% over the term of the Plan beginning on the First Class 4 Distribution Date and continuing on each Subsequent Calls 4 Distribution Date until the Last Class 4 Distribution Date. To the extent that Edwin Liette's claims are also obligations of ALI, Edwin Liette will only be entitle to a single satisfaction of the whole amount owed to him by Debtor and ALI regardless of which entity makes the payment. Class 4 is impaired under the Plan. Class 5 consists of the ownership interest of Duaine Liette. Class 5 shall retain its ownership interest in the Debtor. Class 5 is not impaired under the Plan and shall not vote to accept or reject the Plan. Debtor anticipates the continued operations of the business will be adequate to fund the Plan over the next five years. A full-text copy of the Amended Subchapter V Plan dated November 9, 2023 is available at https://urlcurt.com/u?l=cPqdWp from PacerMonitor.com at no charge. Attorney for Debtor: Paul H. Shaneyfelt, Esq. Shaneyfelt & Associates, LLC 315 Public Square, Suite 204 Troy, OH 45373 Telephone: (937) 216-7727 Facsimile: (937) 552-9954 Email: paulshaneyfeltlaw@gmail.com About American Land Investments American Land Investments, LTD., was formed as an Ohio limited liability company on November 25, 1997 by Duaine Liette. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-30539) on April 7, 2023, with as much as $1 million in both assets and liabilities. Duaine Liette, sole member, signed the petition. Judge Guy R. Humphrey oversees the case. The Debtor tapped Paul H. Shaneyfelt, Esq., at Shaneyfelt & Associates, LLC as legal counsel and FocusCFO as accountant. AMERICAN PHYSICIAN: Dec. 14 Combined Hearing on Plan & Disclosures ------------------------------------------------------------------ Judge Brendan L. Shannon has entered an order that the Disclosures of American Physician Partners, LLC, et al. are approved on an interim, conditional basis as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code. Any objections to the adequacy of the information contained in the Disclosures are expressly reserved for consideration at the Combined Hearing. A hearing will be held before the Court on Dec. 14, at 10:00 a.m. (Eastern Time) to consider confirmation of the Combined Plan at the United States Bankruptcy Court for the District of Delaware, before the Honorable Judge Brendan L. Shannon in the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Courtroom No. 1, Wilmington, DE 19801. The Solicitation Package and Non-Voting Notices must be sent for distribution not later than November 6, 2023. Any Plan Supplement must be filed with this Court not later than November 30, 2023. Ballots must be received on or before December 7, 2023 at 4:00 p.m. (Eastern Time) in accordance with the instructions on the Ballot, unless extended by the Debtors in writing. If any claimant seeks to have a claim temporarily allowed for purposes of voting to accept or reject the Combined Plan pursuant to Bankruptcy Rule 3018(a), such claimant is required to file a motion (the "3018 Motion") for such relief no later than November 30, 2023 at 4:00 p.m. (Eastern Time). The deadline for any party in interest to object to any 3018 Motion is December 7, 2023. The deadline for any reply to any such objection to a 3018 Motion is December 11, 2023 at 4:00 p.m. (Eastern Time). Any such 3018 Motion may be resolved by agreement between the Debtors and the movant without the requirement for further order or approval of the Court. Objections, if any, to final approval of the Disclosures or confirmation of the Combined Plan must be filed and served on or before December 7, 2023 at 4:00 p.m. (Eastern Time). Any party supporting the Combined Plan may file a statement in support or a reply to any objection to confirmation of the Combined Plan by December 11, 2023 at 4:00 p.m. (Eastern Time). The Combined Plan voting certification must be filed by December 11, 2023 at 4:00 p.m. (Eastern Time). About American Physician Partners American Physician Partners, LLC, is an emergency medicine management company in Brentwood, Tenn. American Physician Partners and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11469) on Sept. 18, 2023. In the petition signed by CRO John DiDonato, American Physician Partners disclosed $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge Brendan L. Shannon oversees the cases. Pachulski Stang Ziehl & Jones LLP, led by Laura Davis Jones, is the Debtors' legal counsel. Huron Consulting Services LLC is the Debtors' financial advisor. Epiq is the claims agent. AMERICANAS S.A.: Asks Permission to Hold Creditor Meeting Dec. 19 ----------------------------------------------------------------- Alex Vasquez of Bloomberg New reports that Americanas said it filed a request to call a creditors general meeting to be held, on first call, on December 19, 2023 for deliberation on the company's judicial reorganization plan, according to a filing published Thursday, November 16, 2023. The company also filed a request to call a creditors general meeting to be held, on second call, on January 22, 2024. About Americanas SA Americanas was one of the largest diversified retail chains in Brazil, with a wide platform of physical stores, robust e-commerce, fintech, and has just entered into the niche food retail. It is listed on B3, being indirectly controlled by billionaire Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles. The retailer nosedived in January 2023 after becoming mired in an accounting scandal. The firm filed for bankruptcy at a court in Rio de Janeiro on Jan. 19, 2023. Americanas sought protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White & Case LLP, led by John K. Cunningham, is the U.S. counsel. AMERICANAS: Releases Delayed Earnings Report as Step in Debt Deal ----------------------------------------------------------------- Daniel Cancel of Bloomberg News reports that troubled Brazilian retailer Americanas SA released long-delayed financial reports, a key step toward reaching a debt restructuring deal and resolving one of the country's biggest corporate blow-ups. Americanas, which sank into bankruptcy protection early this year due to a massive accounting fraud, posted a loss of 12.9 billion reais ($2.7 billion) in 2022, according to a filing. Filing the old earnings allows the company to move closer to negotiating a deal with creditors to rework more than 40 billion reais ($8 billion) of loans and bonds. About Americanas SA Americanas was one of the largest diversified retail chains in Brazil, with a wide platform of physical stores, robust e-commerce, fintech, and has just entered into the niche food retail. It is listed on B3, being indirectly controlled by billionaire Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles. The retailer nosedived in January 2023 after becoming mired in an accounting scandal. The firm filed for bankruptcy at a court in Rio de Janeiro on Jan. 19, 2023. Americanas sought protection under Chapter 15 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White & Case LLP, led by John K. Cunningham, is the U.S. counsel. AMPIO PHARMACEUTICALS: Posts $1.2 Million Net Loss in Third Quarter ------------------------------------------------------------------- Ampio Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.23 million for the three months ended Sept. 30, 2023, compared to a net loss of $6.41 million for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company recorded a net loss of $6.58 million compared to a net loss of $14.12 million for the same period in 2022. As of Sept. 30, 2023, the Company had $7.65 million in total assets, $2.27 million in total liabilities, and $5.37 million in total stockholders' equity. Ampio said, "Our lack of operating revenue or cash inflows and our cash resources at September 30, 2023 raise substantial doubt as to our ability to continue as a going concern. Management's plans to address the doubt regarding the Company's ability to continue as a going concern include the continued aggressive monitoring of our operating expenses and use of our outsourcing philosophy to minimize expenses and increase operating efficiencies associated with the OA-201 program. Management expects to manage future expenses associated with the OA-201 program to align with the timing and amount of expenses with future capital raising activities. As a result, development of the OA-201 program may experience delays or reductions in planned activities due to timing or shortfalls in funding. If our available cash resources are insufficient to fund our expenses (including those expenses relating to legal proceedings) and the development of the OA-201 program and/or completion of a strategic transaction, we may implement further cost reduction and other cash-focused measures to manage liquidity and we may pursue a plan of liquidation or dissolution of Ampio or seek bankruptcy protection. If we decided to cease operations and dissolve and liquidate our assets, it is unclear to what extent we would be able to pay our obligations. In such a circumstance and in light of the Company's current liquidity position and pending legal matters, it is unlikely that cash would be available for distributions to stockholders." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1411906/000155837023019022/ampe-20230930x10q.htm About Ampio Pharmaceuticals Headquartered in Englewood, Colorado, Ampio Pharmaceuticals, Inc. -- http://www.ampiopharma.com-- is a pre-revenue stage biopharmaceutical company. Until May 2022 the Company was focused on the clinical development of Ampion and preclinical development of AR-300, a novel, proprietary, small molecule formulation that has (i) demonstrated anti-inflammatory properties in vitro and (ii) protection of cartilage in preclinical rat meniscal tear studies. Subsequently, the Company has shifted nearly all of its focus towards the preclinical development of AR-300 and it is currently conducting studies to evaluate the efficacy of AR-300 in osteoarthritis-related pain. Denver, Colorado-based Moss Adams LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has suffered recurring losses from operations and cash used in operations that raise substantial doubt about its ability to continue as a going concern. AMYRIS INC: Insurer Says Plan Lacks Information on $800K Bonds -------------------------------------------------------------- An insurer for Amyris Inc. is asking a Delaware judge to reject the biotech's Chapter 11 plan disclosure statement, saying that the proposed reorganization plan does not account for $800,000 in surety bonds that can't be transferred without the insurer's approval. Lexon Insurance Company by and through its undersigned counsel, Harris Beach PLLC and The Powell Firm, LLC, filed an objection to approval of the Disclosure Statement, noting that nowhere in the Disclosure Statement or Plan is there any reference to Lexon or the Bonds. The Debtors have obtained two surety bonds from Lexon listing the Department of Homeland Security U.S. Customs and Border Protection as obligee under the Bonds with a total penal sum of $800,000. Lexon is also the beneficiary to two Irrevocable Letters of Credit Nos. NUSGS044123 and NUSCGS041862, which serve as collateral for the Bonds in the total sum of $800,000. The issuing bank of the Letters of Credit is JP Morgan Chase Bank, N.A Lexon will be timely submitting proofs of claim in the amount of $800,000 representing the penal sum of the Bonds. Lexon will be expressly reserving its right to file amended Proofs of Claim while it reviews its books and records to determine if it paid any claims under the Bonds, incurred any loss adjustment expenses, and if there were any unpaid premiums. Notably, there have been numerous claims made under the Bonds and Lexon anticipates that additional claims will be made in the future. The Debtors' Plan is a plan of reorganization which is intended to, among other things, (a) preserve the Debtors' Technology Access businesses (comprising revenue from ingredient product sales, R&D collaboration programs, and technology licensing) as a going concern, (b) implement a partial debt-to-equity conversion that will result in the DIP Lender and the Foris Prepetition Lenders holding the new Interests of the reorganized company, (c) distribute in tranches to various Classes of creditors the proceeds of the sale of the Debtors' Consumer Brands Businesses, made available by the DIP Lender and the Foris Prepetition Lenders and (d) establish, in connection with the releases provided for in the Plan, an Excluded Party Litigation Trust for the benefit of holders of Direct Claims and Reorganized Amyris, to hold and distribute certain funding and the proceeds from the Direct Claim Recovery Pool. "In this case, neither the Disclosure Statement nor Plan reference how the Bonds are to be treated. Neither the Disclosure Statement nor Plan reference whether the Bonds will be replaced or reaffirmed and ratified by the Reorganized Amyris or any other reorganized company. To the extent the Bonds are not needed going forward, there is no reference in the Disclosure Statement to, nor does Lexon have, releases from the various obligees relating to the Bonds. In fact, Lexon has already received various Bond Claims and anticipates that more claims will be filed under the Bonds. The Disclosure Statements fails to address the Debtors' intent regarding the Bond Claims," Lexon tells the Court. Counsel to Lexon: Jason C. Powell, Esq. THE POWELL FIRM, LLC 1813 N. Franklin Street P.O. Box 289 Wilmington, DE 19899 Tel: (302) 650-1572 E-mail: jpowell@delawarefirm.com - and - Lee E. Woodard, Esq. Brian D. Roy, Esq. HARRIS BEACH PLLC 333 W. Washington Street, Suite 200 Syracuse, New York 13202 Telephone: (315) 423-7100 E-mail: bkemail@harrisbeach.com broy@harrisbeach.com About Amyris Inc. Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-Market(TM) technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the world's top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective and accessible products. Amyris, Inc, et al., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. The petitions were signed by Han Kieftenbeld as interim chief executive officer & chief financial officer. In the petition, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Pachulski Stang Ziehl & Jones LLp serves as the Debtors' bankruptcy counsel. Fenwick & West, LLP is the Debtorps corporate counsel. The Debtors tapped PricewaterhouseCoopers LLP as their financial advisor, while Intrepid Investment Bankers LLC serves as the Debtors' investment banker. Stretto, Inc., is the Debtors' claims, noticing, solicitation agent and administrative adviser. ANKORY CONSTRUCTION: Unsecureds to Split $60K in Quarterly Payments ------------------------------------------------------------------- Ankory Construction Company, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization under Subchapter V dated November 9, 2023. The Debtor is a contractor that specializes in new build residential construction and has operated since 1996. The owner and operator of the Debtor is Andy Morgan. The Debtor employs Mr. Morgan as its managing member. Mr. Morgan will earn a salary of $225,000.00 annually. The Debtor also employs Mr. Morgan's wife, June Morgan, as office manager. Mrs. Morgan's salary is $24,000.00 annually. The Debtor also employs Mr. Morgan's son, Stephon Morgan, as a job foreman for a salary $47,600.00 annually. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 1 shall consist of General Unsecured Claims including any potential deficiency claims. If the Plan is confirmed under Section 1191(a) of the Bankruptcy Code, the Debtor shall pay the General Unsecured Creditors $60,000.00 pro rata in quarterly installments commencing on the first day of the full quarter immediately following the Effective Date and continuing on the 1st day of each quarter through and including the 12th quarter following the Effective Date. General Unsecured Creditors will receive 12 distributions of $5,000.00. In addition, the Debtor is the plaintiff in an action against a former customer whom the Debtor alleges owes it $115,000.00 styled Ankory Construction Company, Inc. v. Darryl Allen Jefferson, Case Number 2022-CV-1508, in the Superior Court of Rockdale County. The litigation is being removed to bankruptcy court. The Debtor will pay all net recovery from the litigation to Class 1 creditors, pro rata. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, Class 1 shall be treated the same as if the Plan was confirmed under Section 1191(a) of the Bankruptcy Code. The Claims of the Class 1 Creditors are Impaired by the Plan, and the holders of Class 1 Claims are entitled to vote to accept or reject the Plan. Class 2 consists of the Equity Holder of the Debtor. Each equity security holder will retain his interest in the reorganized Debtor as such Interest existed as of the Petition Date. This class is not impaired and is not eligible to vote on the Plan. Upon confirmation, Debtor will be charged with administration of the Plan. Debtor will be authorized and empowered to take such actions as are required to effectuate the Plan. Debtor will file all post-confirmation reports required by the United States Trustee's office or by the Subchapter V Trustee. The source of funds for the payments pursuant to the Plan is the Debtor's continued business operations. A full-text copy of the Plan of Reorganization dated November 9, 2023 is available at https://urlcurt.com/u?l=1jqINd from PacerMonitor.com at no charge. Attorney for Debtor: William A. Rountree, Esq. Elizabeth A. Childers, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com echilders@rlkglaw.com About Ankory Construction Company Ankory Construction Company, Inc., is a contractor that specializes in new build residential construction and has operated since 1996. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-20898) on Aug. 11, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge James R. Sacca oversees the case. Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the Debtor's legal counsel. ARA MACAO: Trustee and Committee Submit Liquidating Plan -------------------------------------------------------- The First Amended Joint Plan of Liquidation for debtor Ara Macao Holdings, L.P., is proposed by the Chapter 11 Trustee, S. Cary Forrester and the Official Committee of Unsecured Creditors for the purpose of liquidating the Debtor's remaining assets and winding up its business affairs. Under the Plan, Class 3 General Unsecured Creditors will be paid its pro rata share of the funds available for distribution after payment of all Class 1 and 2 Claimants. Before distributing the available funds, the Trustee will provide notice to all creditors who appear on the Master Mailing List maintained by the Court. The notice will state the amount to be distributed to each Holder of an Allowed Class 3 Claim and the Holder's pro rata share of the total amount to be distributed. Each such Holder will have 21 calendar days from the date of the notice to object in writing to the amount to be distributed to such Holder and to such Holder's pro rata share of the total amount to be distributed. If no objection is made, such Holder will be deemed to have forever waived its right to object to the amount of such final distribution or the amount of the interim distribution approved by the Court on June 8, 2023. Alternatively, if the amount ultimately distributed by the Trustee differs from the amount stated in the notice, each Holder will be deemed to have forever waived its right to object to its pro rata share of the total amount distributed. If an objection is timely interposed, the Trustee will promptly address the objection and seek appropriate relief from the Court resolving such objection prior to making any distributions to the Holders of Allowed Class 3 Claims. Class 3 is impaired. Class 4 Subordinated General Unsecured Creditors. All monetary claims arising from the purchase of a limited partnership unit in Debtor, including, without limitation, the following: The general unsecured Claims held by: (a) KB Partners 1, LP, as evidenced by Proof of Claim No. 11-2, in the amount of $197,926.27; (b) Gary Nitsche, as evidenced by Proof of Claim No. 8-1, in the amount of $531,000.00; (c) Richard Brown, as evidenced by Proof of Claim No. 10-1, in the amount of $120,784.42, Proof of Claim No. 62-1, in the amount of $81,677.00 and Proof of Claim No. 51-1, in the amount of $5,000.00; and (d) Eugene Ingles, as evidenced by Claim No. 65-1. These claims have been determined to be subject to mandatory subordination under 11 U.S.C. s 510(b). Holders of Allowed Class 4 Claims will receive no distribution under the Plan. Class 4 is impaired. In accordance with 11 u.S.C. Section 1123(b)(3), the estate will own and retain, and the Trustee may prosecute, enforce, compromise, settle, release, or otherwise dispose of, any and all claims, defenses, counterclaims, setoffs, and recoupments belonging to the Debtor or the Estate, without further order of the Court. Although the Trustee does not anticipate prosecuting any such claims, if he does, the net proceeds will be distributed to holders of Allowed Claims on a pro rata basis. Counsel for Chapter 11 Trustee : S. Cary Forrester, Esq. FORRESTER & WORTH, PLLC 2800 North Central Avenue, Ste. 1200 Phoenix, AZ 85004 Tel: (602) 271-4250 E-mail: scf@forresterandworth.com Counsel for the Official Committee Of Unsecured Creditors: Patrick A. Clisham, Esq. Scott B. Cohen, Esq. ENGELMAN BERGER, PC 2800 North Central Avenue, Ste. 1200 Phoenix, AZ 85004 Tel: (602) 271-4250 E-mail: pac@eblawyers.com sbc@eblawyers.com A copy of the Plan of Liquidation dated November 1, 2023, is available at https://tinyurl.ph/mOadX from PacerMonitor.com. About Ara Macao Holdings Ara Macao Holdings, L.P., is a provider of real estate development services based in Sedona, Ariz. On April 6, 2018, an involuntary Chapter 11 petition was filed against Ara Macao Holdings (Bankr. D. Ariz. Case No. 18-03615). The petitioning creditors are KB Partners, Inc., Christopher de Sibert, Gary Nitsche, Daniel Dorgan, Richard Umbach and Edgewater Resources, LLC. They are represented by Patrick A Clisham, Esq., at Engelman Berger, P.C. On May 8, 2018, the involuntary proceeding was converted to a voluntary Chapter 11 case (Bankr. D. Ariz. Case No. 18-03615). Judge Paul Sala oversees the case. Ara Macao Holdings hired Burch & Cracchiolo, P.A., as its bankruptcy counsel. The U.S. Trustee for Region 14 appointed an official committee of unsecured creditors in Ara Macao Holdings' bankruptcy case. The committee is represented by Engelman Berger, P.C. S. Cary Forrester is the Chapter 11 trustee appointed for Ara Macao Holdings. The trustee hired Forrester & Worth, PLLC as bankruptcy counsel; Snell & Wilmer, LLP as special counsel; and REDW, LLC as tax accountant. ARTERA SERVICES: S&P Alters Outlook to Neg., Affirms 'CCC+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'CCC+' issuer credit rating on Artera Services LLC, a provider of infrastructure solutions. S&P said, "We affirmed our 'CCC+' issue-level ratings on its first-lien term loan, revolving line of credit, and senior secured notes. The recovery ratings remain '3', indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. "We also affirmed our 'CCC-' issue-level rating on the company's second-lien term loan. The '6' recovery rating indicates our expectation of negligible recovery (0%-10%; rounded estimate: 0%). "The negative outlook reflects its diminished liquidity position due to sustained cash flow deficits and upcoming debt maturities, which we believe heightens refinancing risk over the next 12 months. We could lower our ratings if we believe the company may not successfully refinance its capital structure. "The negative outlook reflects the increasing refinancing risk given its upcoming maturities. Artera's revolving facility becomes current on Dec. 6, 2023, and accounts receivable securitization facility on Dec. 20, 2023, and we do not expect the company to extend or refinance prior to that. The company had about $73 million of borrowings outstanding under its accounts receivable securitization facility as of September. Although we anticipate the business will continue to expand due to revenue growth in the gas distribution business and cost optimization, we anticipate cash flow deficits will limit the company's ability to repay upcoming maturities and believe the company will require a comprehensive refinancing of its capital structure. We view liquidity as insufficient to cover projected uses over the next 12 months. This includes $73 million borrowings under its accounts receivable securitization facility as of September 2023, $13.7 million mandatory debt amortization and maintenance capital spending. Additionally, its $1.3 billion first-lien term loan will become current in March 2024, increasing the risk of a downgrade if we lose confidence in its ability to refinance its maturities. "We project a free operating cash flow (FOCF) deficit this year. We expect elevated interest expense due to higher rates on Artera's debt balance of about $2.5 billion as of Sept. 30, 2023, will continue to pressure FOCF. In our base case, we assume earnings growth and about $20 million of working capital inflow due to improved payment terms will partially cover capital expenditure (capex) excluding capital leases of about 2% of revenue. As a result, we forecast a $22 million reported FOCF deficit in 2023 and about $25 million in 2024. "We believe liquidity could be impaired if cash flow from operations were to become significantly negative, forcing the company to draw sooner than anticipated from its revolving facility. The revolving facility contains a springing first lien leverage ratio covenant of 7.3x which is tested quarterly if the company has revolving loans (together with certain letters of credit) outstanding under the revolving facility in excess of $100.0 million. Its first-lien net leverage ratio was about 8.09x as of Sept. 30, 2023. "We anticipate Artera's operating performance will improve due to better profit margins. Its top line benefits from sector tailwinds of aging infrastructure driving higher volumes and price realization in the gas distribution segment. Following a shift in strategy in 2022, Artera refocused its gas transmission business to recurring repair and maintenance work from new installation work. As it works through its backlog, Artera needs to win numerous maintenance jobs to replace the declining revenue from the new installation jobs. We believe this could take longer than we anticipated given that the gas transmission market is fragmented and highly competitive. We note that the transmission segment represents 14% of its 2022 revenues. "Although we lowered our margin expectations for the transmission business, we believe the tailwinds in its core business, the gas distribution segment and its cost-out initiatives will continue to improve its overall margins. Additionally, acquisition of Team Construction completed in October 2023 is accretive to the EBITDA margins. As a result, our S&P Global Ratings-adjusted EBITDA margin expectation remains consistent with our previous forecast. Under our base case, we anticipate debt to adjusted EBITDA will improve toward the low- to mid-9x area in 2023 from 12.2x in 2022. "The negative outlook reflects its diminished liquidity due to sustained cash flow deficits and upcoming debt maturities, which we believe heightens refinancing risk over the next 12 months. We could lower our ratings if we believe the company may not successfully refinance its capital structure. "We could lower our ratings on Artera by one notch if the company does not reach a refinancing agreement before its term loan becomes current in March 2024. We could also lower the ratings if is likely to default within the next 12 months without an unforeseen positive development." This could occur through: -- A near-term liquidity crisis; -- Violation of financial covenants; or -- Engages in a refinancing that we view as distressed. S&P could revise the outlook to stable if Artera: -- refinances its maturities. ATS CORP: Moody's Alters Outlook on 'Ba3' CFR to Positive --------------------------------------------------------- Moody's Investors Service affirmed ATS Corporation's corporate family rating at Ba3, the company's probability of default rating at Ba3-PD and its senior unsecured rating at B2. The speculative grade liquidity score was maintained at SGL-2. The ratings outlook was changed to positive from stable. "Moody's positive outlook reflects a faster pace of deleveraging compared to Moody's previous expectation." said Jason Mercer, Vice President. "It also reflects recent revenue growth and the successful integration of its acquisitions over the past several years." RATINGS RATIONALE ATS' CFR benefits from: (1) a track record of post acquisition deleveraging with debt to EBITDA remaining between 3.5x and 4.0x in fiscal 2024 and trending toward 2.5x in fiscal 2025 as working capital unwinds, and good interest coverage (4.8x in fiscal 2024); (2) good geographical and end market diversification for its automated industrial solutions; (3) significant and growing revenue concentration in tightly regulated, high precision markets characterized by favorable long-term demand trends, such as life sciences (48% of revenues) and transportation (21%); and (4) a good acquisition track record. The company is constrained by: (1) small scale among large players in a competitive environment; (2) the volatile nature of order bookings and cyclical manufacturing industry; and (3) an active acquisition strategy involving releveraging and execution risks. ATS is expected to maintain good liquidity (SGL-2) over the next 12 months. Sources total about C$650 million, consisting of cash on hand of close to C$187 million as of September 30, 2023, expected free cash flow of around C$200 million over the next four quarters to September 2024 and about C$270 million available under the C$750 million revolver expiring November 2026, after including the Avidity acquisition. Moody's expect some excess free cash flow to be allocated towards a combination of acquisitions and share buybacks. ATS' revolver is subject to leverage and coverage covenants with which the company will remain in compliance. The company has some flexibility to boost liquidity from asset sales. ATS has two classes of debt; (1) a secured credit facility with a C$750 revolver and $300 million non-amortizing secured loan maturing in 2026 (both unrated) and; (2) US$350 million unsecured notes due 2028 (rated B2). The unsecured notes, which are guaranteed by certain material subsidiaries, are rated two notches below the corporate family rating to reflect their junior position relative to the secured revolver and term loan ranking ahead of them. The positive outlook reflects Moody's expectations that ATS will continue to demonstrate strong operational performance, solid free cash flow generation and good liquidity over the next 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if ATS maintains (1) sustained positive free cash flow generation; (2) stable organic revenue growth; (3) debt to EBITDA sustained below 3.0x. The ratings could be downgraded if ATS' (1) debt to EBITDA sustainably rises above 4.0x; (2) liquidity deteriorates. The principal methodology used in these ratings was Manufacturing published in September 2021. ATS Corporation, headquartered in Cambridge, Ontario, Canada, designs, engineers, builds and services automated manufacturing systems and production lines for multinational companies. Revenue for the twelve months ended March 2023 was about C$2.6 billion. ATTASHIAN ENTERPRISES: Nathan Smith Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Nathan Smith, Esq., as Subchapter V trustee for Attashian Enterprises, LLC. Mr. Smith is a partner at Malcolm & Cisneros. He will be paid an hourly fee of $505 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Smith declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nathan F. Smith, Esq. Malcolm & Cisneros 2112 Business Center Drive Irvine, CA 92612 Phone: (949) 252-9400 Email: nathan@mclaw.org About Attashian Enterprises Attashian Enterprises, LLC operates a transmission and auto repair business in Reno, Nev. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-50818) on Nov. 1, 2023, with up to $500,000 in assets and up to $1 million in liabilities. Pezant Peter Attashian, managing member, signed the petition. Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor as bankruptcy counsel. AULT ALLIANCE: Inks $50MM Financing Agreement with Affiliate ------------------------------------------------------------ Ault Alliance, Inc., disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the Company has entered into a Securities Purchase Agreement with Ault & Company, Inc., pursuant to which the Company agreed to sell to the Purchaser up to 50,000 shares of Series C convertible preferred stock, and warrants to purchase shares of the Company's common stock, par value $0.001 per share for a total purchase price of up to $50,000,000.00. The Purchaser is an affiliate of the Company. The consummation of the transactions contemplated by the Agreement, specifically the conversion of the Series C Convertible Preferred Stock and the exercise of the Series C Warrants in an aggregate number in excess of 19.99% on the execution date of the Agreement, are subject to various customary closing conditions as well as regulatory and Stockholder Approval. In addition to customary closing conditions, the closing of the Financing is also conditioned upon the receipt by the Purchaser of financing to consummate the transaction. The Agreement contains customary termination provisions for the Purchaser under certain circumstances. The Agreement shall automatically terminate if the closing has not occurred prior to December 29, 2023, though such date may be extended by the Purchaser as set forth in the Agreement. The Agreement provides that the Financing may be conducted through one or more closings. The material terms of the Agreement, Series C Convertible Preferred Stock, and the Series C Warrants are summarized below: Description of the Series C Convertible Preferred Stock Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Common Stock at a conversion price equal to the greater of (i) $0.10 per share, and (ii) the lesser of (A) $0.2098, which represents 105% of the volume weighted average price of the Common Stock during the ten trading days immediately prior to the Execution Date, or (B) 105% of the volume weighted average price of the Common Stock during the ten trading days immediately prior to the date of conversion. The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The Floor Price, however, shall not be adjusted for stock dividends, stock splits, stock combinations or other similar transactions. The holders of the Series C Convertible Preferred Stock are entitled to vote with the Common Stock as a single class on an as-converted basis, subject to applicable law provisions of the Delaware General Company Law and the NYSE American, provided however, that for purposes of complying with Exchange regulations, the conversion price, for purposes of determining the number of votes the holder of Series C Convertible Preferred Stock is entitled to cast, shall not be lower than $0.123, which represents the closing sale price of the Common Stock on the trading day immediately prior to the Execution Date. The Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions. In addition, after Stockholder Approval has been obtained, the Purchaser will be entitled to elect such number of directors to the Company's Board of Directors as shall be equal to a percentage determined by dividing (i) the number of shares of Common Stock issuable upon conversion of the Series C Convertible Preferred Stock then owned by the Purchaser, by (ii) the sum of the number of shares of Common Stock then outstanding plus the number of Conversion Shares. The holders of Series C Convertible Preferred Stock are entitled to cumulative cash dividends at an annual rate of 9.5%, or $95.00 per share, based on the stated value per share. Dividends shall accrue from the date of closing of the Agreement, until the 10-year anniversary of the Closing Date and are payable quarterly in arrears. For the first two years, the Company may elect to pay the dividend amount in Common Stock rather than cash, with the number of shares of Common Stock issued at the Conversion Price at the date that the dividend payment is due. Dividends will accrue regardless of the Company's earnings or funds availability and will not exceed the full cumulative dividends. If dividends are in arrears for one or more periods where dividends are to be paid and the Purchaser is contractually required to pay any penalties or damages as a result of the failure of the Company to pay such dividend, the dividend rate will increase to 12% per annum (equivalent to $120.00 per annum per share) and will be paid either in cash or additional shares of Series C Convertible Preferred Stock (if the Common Stock is then listed on a national securities exchange) or if not, freely tradeable Common Stock. In the event of liquidation, dissolution, or winding up of the Company, the holders of Series C Convertible Preferred Stock have a preferential right to receive an amount equal to the stated value per share of Series C Convertible Preferred Stock before any distribution to other classes of capital stock. If the assets are insufficient, the distribution will be prorated among the holders of Series C Convertible Preferred Stock. The remaining assets will be distributed pro rata to the holders of outstanding Common Stock and all holders of Series C Convertible Preferred Stock as if they had converted their Series C Convertible Preferred Stock into Common Stock. The Series C Convertible Preferred Stock rank senior over other classes of preferred stock, including the Series A, B and D Preferred Stock. Additionally, any transaction that constitutes a change of control transaction shall be deemed to be a liquidation under the Certificate of Designation of the Preferences, Rights and Limitations of Series C Convertible Preferred Stock. Description of the Series C Warrants At closing, the Company will issue the Purchaser the Series C Warrants, which grant the Purchaser the right to purchase a specified number of Common Stock. The exercise price of the Warrants is $0.1353 and the number of Warrant Shares is determined by dividing the actual investment amount by the Exercise Price. The Exercise Price is subject to adjustment in the event of customary stock splits, stock dividends, combinations or similar events. The Series C Warrants have a five-year term, expiring on the fifth anniversary of the Closing Date, and become exercisable on the first business day after the six-month anniversary of the Closing Date. Holders of Series C Convertible Preferred Stock are entitled to written notice of stockholder meetings or written consents, along with related materials and information, in accordance with the Company's Bylaws and the DGCL. Additionally, until the earlier of (i) four years from the Closing Date, or (ii) the date when Purchaser holds fewer than 10,000 shares of Series C Convertible Preferred Stock, the Company is prohibited from (A) entering into any financing, whether debt or equity, other than conventional loans from a commercial bank, at a price per share less than the Conversion Price or (B) entering into a variable rate financing transaction. Further, so long as the Purchaser holds at least 10,000 shares of Series C Convertible Preferred Stock, the Purchaser shall have a right to participate in any subsequent financing allowing the Purchaser to purchase such number of securities in the Subsequent Financing to allow the Purchaser to maintain its percentage beneficial ownership of the Company the Purchaser held immediately prior to the Subsequent Financing. In addition, the Company must establish a reserve account to be funded with no less than 12.5% of the gross proceeds received from the sale of the Series C Convertible Preferred Stock, which shall be maintained for a period of at least nine months from the Closing Date. The Company may not issue Conversion Shares and/or Warrant Shares to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding 19.99% of the total shares of Common Stock issued and outstanding as of the Execution Date, in accordance with the rules and regulations of the Exchange unless the Company first obtains stockholder approval. Pursuant to the Agreement and as required by the Exchange, the Company agreed to file a proxy statement to obtain the Stockholder Approval. Commenting on the Agreement, Milton "Todd" Ault III, Executive Chairman of Ault Alliance and Chairman & CEO of A&C said, "The conversion price of the Preferred Shares is nearly a 100% premium over the current market price. That A&C is willing to invest up to $50 million on those terms should be a clear indicator of our belief that the market has been undervaluing the Company, which I've been highlighting for years. This transaction is more than a number-it's a declaration of my steadfast confidence in our data centers, the crane company, the lending firm, and the exceptional portfolio companies we've nurtured over the past six years. Each is a vital component of our collective success." About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AYTU BIOPHARMA: Incurs $8.1 Million Net Loss in First Quarter ------------------------------------------------------------- Aytu Biopharma, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $8.12 million on $22.10 million of net product revenue for the three months ended Sept. 30, 2023, compared to a net loss of $701,000 on $27.65 million of net product revenue for the three months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $132.89 million in total assets, $100.72 million in total liabilities, and $32.17 million in total stockholders' equity. As of Sept. 30, 2023, the Company had $20.0 million of cash and cash equivalents and $29.9 million in accounts receivable. The Company's operations have historically consumed cash and may continue to consume cash in the future. The Company had an accumulated deficit of $312.2 million and $304.1 million as of Sept. 30, 2023 and June 30, 2023, respectively. Cash used in operations was $0.2 million and $9.1 million during the three months ended Sept. 30, 2023 and 2022, respectively. In addition, the Company has non-operating liabilities that are scheduled to, or may become, current in the fifteen months following the filing of this Quarterly Report on Form 10-Q, most notably the maturity of the $15 million Avenue Capital term note. The Company expects to refinance the Avenue Note in the event it does not have sufficient cash on hand to retire it at maturity. As a result of this, the Company said there exists substantial doubt about its ability to continue as a going concern. Management Discussion "The initiatives we have undertaken to position Aytu as a specialty pharmaceutical company focused on commercializing novel prescription therapeutics continues to show positive results, as highlighted by our second consecutive quarter of companywide positive Adjusted EBITDA, and fifth of the last six quarters of positive Adjusted EBITDA when looking specifically at our Rx segment," commented Josh Disbrow, chief executive officer of Aytu BioPharma. "Within the Rx segment, our ADHD brands' prescription and revenue growth is a testament to the commercial team's strong execution and our ability to effectively leverage our innovative Aytu RxConnect platform. Further, the recent FDA approvals of the Cotempla XR-ODT and Adzenys XR-ODT manufacturing site transfer prior approval supplements are allowing us to ramp-up manufacturing at our contract manufacturer. This is expected to be a key driver of our margin improvement initiatives. We believe more growth is in store for the ADHD brands on the basis of the ongoing ADHD stimulant supply disruptions, strong sales force execution, and the continued refinement of our commercial tactics." Mr. Disbrow continued, "Within Pediatrics, as communicated last quarter, we were impacted by payor changes that impacted both net revenues and scripts. Specifically this quarter, Pediatrics revenues were impacted by timing of customer ordering in response to the payor change, and we expect unit shipments to normalize and more closely align with prescription levels as we move forward. We've implemented numerous strategies to deepen Pediatrics prescriptions from current writers and broaden our overall prescriber base in both new and existing geographies, with an expectation for script and revenue improvement in the Pediatrics business to occur in the coming quarters." "Our efforts to drive long-term shareholder value by focusing on our Rx segment and planned wind down of our Consumer Health segment is moving according to plan. During the quarter, we reduced our Consumer Health segment Adjusted EBITDA from a negative $0.5 million in the year-ago quarter to virtually breakeven during the most recent quarter. We expect to sell through the remaining inventory resulting in approximately neutral Adjusted EBITDA for the segment in fiscal 2024, while also looking at possible monetization opportunities for the consumer health brands." "Our balance sheet remains strong with $20.0 million in cash at the end of September 2023, and with a keen focus on driving growth and profitability in our Rx segment, I believe we are well positioned for success going forward," Disbrow concluded. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1385818/000155837023019015/aytu-20230930x10q.htm About Aytu BioPharma Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as Aytu BioScience, Inc. -- http://www.aytubio.com-- is a pharmaceutical company focused on commercializing novel therapeutics and consumer healthcare products. The Company operates through two business segments (i) the Rx Segment, consisting of prescription pharmaceutical products and (ii) the Consumer Health Segment, which consists of various consumer healthcare products. Aytu Biopharma reported a net loss of $17.05 million for the year ended June 30, 2023, compared to a net loss of $108.78 million for the year ended June 30, 2022. As of June 30, 2023, the Company had $136.46 million in total assets, $97.11 million in total liabilities, and $39.36 million in total stockholders' equity. Denver, Colorado-based Grant Thornton LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Oct. 12, 2023, citing that the Company's net loss was $17.1 million and cash used in operating activities was $5.1 million for the year ended June 30, 2023, and as of that date, the Company's accumulated deficit was $304.1 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. B&B 4365 OHIO ST: Case Summary & Largest Unsecured Creditors ------------------------------------------------------------ Debtor: B&B 4365 Ohio St., LLC Chapter 11 Petition Date: November 6, 2023 Court: United States Bankruptcy Court Southern District of California Case No.: 23-03488 Judge: Hon. Margaret M. Mann Debtor's Counsel: Breton Peace, Esq. PEACE & SHEA LLP 2835 Camino Del Rio So #220 San Diego, CA 92108-3825 Tel: 619-504-2424 Email: bret@peaceshea.com Estimated Assets: $__________ Estimated Liabilities: $________ The petition was signed by __________. A full-text copy of the petition containing, among other items, a possible list of the Debtor's 20 largest unsecured creditors is now available for download at PacerMonitor.com. BIOSTEEL SPORTS: Court Approves Two Asset Sale Transactions ----------------------------------------------------------- Canopy Growth Corporation (TSX: WEED) (NASDAQ: CGC) on Nov. 17 provided an update that pursuant to the proceedings under the Companies' Creditors Arrangement Act (the "CCAA") involving BioSteel Sports Nutrition Inc. ("BioSteel Canada"), the Ontario Superior Court of Justice (Commercial List) ("CCAA Court") has approved two transactions to sell all or substantially all of the assets of BioSteel Canada and BioSteel Manufacturing, LLC ("BioSteel Manufacturing") and that pending the closing of the transactions, Canopy Growth expects to realize proceeds which will improve the Company's balance sheet. On September 21, 2023, the CCAA Court granted an order (the "SISP Order") authorizing BioSteel Canada to conduct, under the oversight of KSV Restructuring Inc., in its capacity as court-appointed monitor of BioSteel Canada, a sale and investment solicitation process (the "SISP") in accordance with the terms and conditions relating thereto (the "SISP Procedures"). Pursuant to the SISP, two transactions were identified as the Successful Bids (as defined in the SISP): a) a sale of substantially all of the assets of BioSteel Canada (the "BioSteel Canada Transaction") as contemplated by an asset purchase agreement dated November 9, 2023 (the "BioSteel Canada Asset Purchase Agreement"); and b) a sale of all or substantially all of the assets (the "BioSteel Manufacturing Transaction" and together with the BioSteel Canada Transaction, the "Sale Transactions") of BioSteel Canada's U.S. affiliate, BioSteel Manufacturing as contemplated by an asset purchase agreement dated November 9, 2023 (the "BioSteel Manufacturing Purchase Agreement"). The CCAA Court has approved the Successful Bids and granted authority to consummate the transactions contemplated therein pursuant to the terms of approval and vestings order issued by the CCAA Court in respect of each of the Sale Transactions. "We are pleased that this process has identified two qualified buyers for the BioSteel brand and assets. The elimination of the operating loss and cash burn as a result of ceasing to fund BioSteel has already significantly enhanced Canopy Growth's financial position, and the anticipated proceeds of the Sale Transactions are expected to improve Canopy Growth's balance sheet upon completion," said Judy Hong, Chief Financial Officer, Canopy Growth. Overview of BioSteel Canada Transaction -- Pursuant to the BioSteel Canada Asset Purchase Agreement, BioSteel Canada has agreed to sell substantially all of the assets of BioSteel Canada (other than certain inventory, accounts receivable and contracts), including: (a) all intangible assets and intellectual property; (b) all of BioSteel Canada's formulas and recipes; (c) all inventory of BioSteel Canada, other than Excluded Inventory (as defined in the BioSteel Canada Purchase Agreement); and (d) certain specified fixed assets, furniture and fixtures. -- The closing of the BioSteel Canada Transaction is subject to customary closing conditions and an order of the US Bankruptcy Court recognizing the approval of the BioSteel Canada Transaction. Overview of BioSteel Manufacturing Transaction -- Pursuant to the BioSteel Manufacturing Purchase Agreement, BioSteel Manufacturing has agreed to sell substantially all of the assets of BioSteel Manufacturing, including: (a) the property, plant and equipment and other fixed assets listed in the exhibits to the BioSteel Manufacturing Purchase Agreement; (b) all inventories of BioSteel Manufacturing, including spare parts located at the leased facility located in Verona, Virginia (the "Property"); and (c) all production reports and records, equipment logs, operating guides and manuals relating to the foregoing assets. -- The closing of the BioSteel Manufacturing Transaction is conditional upon, among other things, (i) an assignment of the lease agreement in respect of the Property (to the extent that another resolution is not reached with the landlord), and (ii) orders of the US Bankruptcy Court recognizing, inter alia, the CCAA proceedings of BioSteel Manufacturing and the approval of the BioSteel Manufacturing Transaction by the CCAA Court. Canopy Growth remains as BioSteel Canada's largest creditor and shareholder. About Canopy Growth Canopy Growth is a leading North American cannabis and consumer packaged goods ("CPG") company dedicated to unleashing the power of cannabis to improve lives. Through an unwavering commitment to our consumers, Canopy Growth delivers innovative products with a focus on premium and mainstream cannabis brands including Doja, 7ACRES, Tweed, and Deep Space. Canopy Growth's CPG portfolio features targeted 24-hour skincare and wellness solutions from This Works, gourmet wellness products by Martha Stewart CBD, and category defining vaporizer technology made in Germany by Storz & Bickel. Canopy Growth has also established a comprehensive ecosystem to realize the opportunities presented by the U.S. THC market through its rights to Acreage Holdings, Inc., a vertically integrated multi-state cannabis operator with principal operations in densely populated states across the Northeast, as well as Wana Brands, a leading cannabis edible brand in North America, and Jetty Extracts, a California-based producer of high-quality cannabis extracts and pioneer of clean vape technology. About Biosteel Sports Nutrition Biosteel Sports Nutrition Inc. produces and distributes nutrition products. The Company offers healthy sports drinks for athletes and exercise enthusiasts. Biosteel Sports Nutrition serves customers worldwide. Biosteel Sports Nutrition sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90777) on Sept. 17, 2023. The Chapter 15 case is overseen by Honorable Bankruptcy Judge David R Jones. Marty L Brimmage of Akin Gump Strauss Hauer & Feld LLP serve as the Debtor's counsel in the U.S. BLANK LABEL: Gen. Unsecureds Get Share of Litigation Trust Assets ----------------------------------------------------------------- Blank Label Group, Inc., et al., submitted a First Amended Plan of Liquidation. The Plan provides for the creation of a Litigation Trust. As of the Effective Date of the Plan, all of the Debtors' Assets, including the Estate Causes of Action, will be transferred to the Litigation Trust. A Litigation Trustee shall be appointed, who shall be the fiduciary responsible for administering the Litigation Trust, including, among other things, pursuing potentially significant litigation claims of the Estate against third parties, and objecting to any disputed Claims or Equity Interests. All Assets of the Estate shall be placed in the Litigation Trust on or after the Effective Date in accordance with the terms hereof. The Plan also provides for substantive consolidation of the Debtors for all purposes related to the Plan, including, without limitation, for purposes of voting, confirmation, and distributions. Under the Plan, Class 3 Priority Unsecured Claims total $55,000 and unimpaired. All Allowed Priority Unsecured Claims shall be paid in full from the Debtor's Assets, in Cash on or after the Effective Date. Class 4 General Unsecured Claims total $7,376,822. Creditors will receive a pro rata payment of the Litigation Trust Assets, to be distributed by the Litigation Trust, after all Administrative Claims, Priority Tax Claims, Priority Unsecured Claims, Secured Claims, and Purported Secured Claims at Blank Label and have been paid in full. Class 4 is impaired. "Litigation Trust Assets" means the assets held in the Litigation Trust comprised of all of the Debtors' Assets on the Effective Date, including but not limited to the Causes of Action. The Debtors and Litigation Trustee will implement the Plan through distribution of the Litigation Trust Assets, and prosecution of Estate Causes of Action. Counsel to the Debtors: Joseph C. Barsalona II, Esq. PASHMAN STEIN WALDER HAYDEN, P.C. 1007 North Orange Street 4th Floor #183 Wilmington, DE 19801-1242 Telephone: (302) 592-6496 - and - Richard C. Solow, Esq. The Woolworth Building 233 Broadway, Suite 820 New York, NY 10279 E-mail: rsolow@pashmanstein.com A copy of the Plan of Liquidation dated November 1, 2023, is available at https://tinyurl.ph/brJTy from PacerMonitor.com. About Blank Label Group Boston-based Blank Label Group, Inc., and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10286) on March 8, 2023. In the petition signed by its managing chairman, Fan Bi, Blank Label Group reported $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge John T. Dorsey oversees the cases. Pashman Stein Walder Hayden, P.C., serves as the Debtors' legal counsel. BLINK CHARGING: Incurs $112.7 Million Net Loss in Third Quarter --------------------------------------------------------------- Blink Charging Co. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $112.72 million on $43.38 million of total revenues for the three months ended Sept. 30, 2023, compared to a net loss of $25.65 million on $17.25 million of total revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $184 million on $97.89 million of total revenues compared to a net loss of $63.41 million on $38.53 million of total revenues for the same period last year. As of Sept. 30, 2023, the Company had $365.60 million in total assets, $145.93 million in total liabilities, and $219.66 million in total stockholders' equity. Blink Charging said, "We have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We incurred net losses of approximately $113 million for the quarter ended September 30, 2023. As of September 30, 2023, we had net working capital of approximately $94 million and an accumulated deficit of approximately $518 million. We have not yet achieved profitability. "If our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability and our financial condition could suffer. We can give no assurance that we will ever achieve profitable operations. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. We may need to borrow additional funds or sell our debt or equity securities, or some combination of both, to provide funding for our operations in the future. Such additional funding may not be available on commercially reasonable terms, or at all." Management Comments "We delivered our second consecutive quarter of record-breaking performance with third quarter revenue of $43.4 million, demonstrating growth of more than 150% as compared to the third quarter of 2022, and enhanced gross margin of 29.5%. Our third quarter results reflect a continuation of the momentum and growth that we've driven throughout this fiscal year, as we've seen strong demand for both equipment and services, as well as increased network fees. Notably, in the first nine months of 2023, Blink has generated $98 million in revenue, putting the Company significantly ahead of our full year 2022 revenue of $61.1 million, with another quarter of 2023 revenue still to be recorded. We are driving operational excellence across all aspects of our business. From the design and manufacturing of our chargers, to our network services and our innovative sales strategy, Blink is equipped to meet the charging needs of virtually any customer. Our success is rooted in our global team's experience and capabilities who are intently focused on capturing market share and growing our customer base. Blink is the only U.S.-based vertically integrated EV charging company - our capabilities, which include manufacturing and selling our charging equipment while also owning and operating our own chargers and network, are driving consistent and sustainable growth," commented Brendan Jones, president and chief executive officer. "EV adoption continues to grow as Blink builds a best-in-class charging infrastructure and provides equipment and services to an underserved market. Blink chargers work with all OEMs, and we incorporate both NACS and CCS into our full line of charging products to further expand our charger compatibility. We are essentially EV agnostic, with a portfolio of universally accessible EV chargers to meet all charging needs. We remain focused on capitalizing on the many opportunities we're seeing in the market as individual consumers and fleets transition to EV alternatives, and federal, state, and local legislation continue to incentivize transition to EVs. Moving forward, we believe we are well positioned with our growing footprint, increased brand recognition, innovative products, and advanced technology to strengthen our leadership role in the rapidly expanding EV charging marketplace." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1429764/000149315223040631/form10q.htm About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is a global electric vehicle (EV) charging equipment company which has contracted, sold, or deployed nearly 85,000 charging ports worldwide, many of which are networked EV charging stations, enabling EV drivers to easily charge at any of Blink’s charging locations. Blink's principal line of products and services includes the Blink EV charging network, EV charging equipment, EV charging services, and the products and services of recent acquisitions, including SemaConnect, Blue Corner, BlueLA and Envoy. The Blink Network uses proprietary, cloud-based software that operates, maintains, and tracks the EV charging stations connected to the network and the associated charging data. With global EV purchases forecasted to half of passenger cars sold in the US by 2030, Blink has established key strategic partnerships for rolling out adoption across numerous location types, including parking facilities, multifamily residences and condos, workplace locations, health care/medical facilities, schools and universities, airports, auto dealers, hotels, mixed-use municipal locations, parks and recreation areas, religious institutions, restaurants, retailers, stadiums, supermarkets, and transportation hubs. Blink Charging reported a net loss of $91.56 million in 2022, a net loss of $55.12 million in 2021, a net loss of $17.85 million in 2020, a net loss of $9.65 million in 2019, and a net loss of $3.42 million in 2018. BRIGHT MOUNTAIN: Incurs $19.8 Million Net Loss in Third Quarter --------------------------------------------------------------- Bright Mountain Media, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $19.77 million on $15.29 million of revenue for the three months ended Sept. 30, 2023, compared to a net loss of $2.23 million on $5.24 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 $29.63 million on $29.40 million of revenue compared to a net loss of $5.80 million on $14.42 million of revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $44.98 million in total assets, $85.75 million in total liabilities, and a total shareholders' deficit of $40.77 million. Bright Mountain stated, "Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $143.9 million as of September 30, 2023. Cash flows used in operating activities were $5.9 million and $3.2 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the Company had approximately a $8.6 million working capital deficit, inclusive of $2.8 million in cash and cash equivalents. "The Company's ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring all strategic alternatives, including restructuring or refinancing its debts, seeking additional debt, such as borrowings under the Centre Lane Senior Secured Credit Agreement or raising equity capital. The ability to access the capital market is also dependent on the stock volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed. "The Company's current cash and working capital, as of the filing of this Quarterly Report on Form 10-Q, is not expected to be sufficient to fund its anticipated level of operations over the next twelve months. As a result, such matters create a substantial doubt regarding the Company's ability to meet its financial needs and continue as a going concern." Management Comments Mr. Drinkwater concluded: "We are very excited to welcome Deep Focus Agency and Big Village Insights to the Bright Mountain Media family of brands. We are highly encouraged by the addition of these businesses into our portfolio and have started to work together in ways to use our existing ad-tech and owned and operated web properties for our new customers. These are established high margin businesses that will aid in continued creative content creation, help unearth a new generation of data products to bring to market and bring a fresh, innovative perspective to how advertising technology, creative agencies, digital insights, and content publishing can work together. We will continue to work together as one organization to source new opportunities, both organic and inorganic, to inspire our customers and continue to drive growth in this challenged environment." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1568385/000162828023038877/bmtm-20230930.htm About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is engaged in operating a proprietary, end-to-end digital media and advertising services platform designed to connect brand advertisers with demographically-targeted consumers -- both large audiences and more granular segments -- across digital, social and connected television publishing formats. The Company defines "end-to-end" as its process for taking ad buying from beginning to end, delivering a complete functional solution, usually without requiring any involvement from a third party. Bright Mountain reported a net loss of $8.13 million for the year ended Dec. 31, 2022, compared to a net loss of $12 million for the year ended Dec. 31, 2021. For the three months ended Dec. 31, 2022, the Company reported a net loss of $2.32 million. As of Dec. 31, 2022, the Company had $29.20 million in total assets, $43.27 million in total liabilities, and a total stockholders' deficit of $14.07 million. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CAPITAL KCS: Court Approves Disclosure Statement ------------------------------------------------ Judge Deborah J. Saltzman has entered an order the Debtor's proposed "Disclosure Statement Describing Capital KCS, LLC's First Modified Chapter 11 Plan of Reorganization Dated August 17, 2023" contains adequate information regarding the Debtor's proposed "First Modified Chapter 11 Plan of Reorganization Dated August 17, 2023", and the Debtor is authorized to solicit acceptances of its proposed Plan from creditors entitled to vote on the Plan once the Disclosure Statement is transmitted. The Court will hold a hearing on confirmation of the Plan on January 25, 2024 at 1:30 p.m. The Debtor must serve the Disclosure Statement, the Plan, ballots, and notice of the Confirmation Hearing with associated deadlines to all parties entitled to receive such documents, no later than December 7, 2023. The Debtor must file and serve a motion in support of plan confirmation, along with supporting declarations, no later than December 28, 2023. Votes to accept or reject the Plan must be submitted (as specified in the Disclosure Statement) no later than January 4, 2024 at 5:00 p.m. Objections to Plan confirmation must be filed and served no later than January 4, 2024. Any reply to objections must be filed and served no later than January 18, 2024. Attorneys for Capital KCS, LLC: Matthew A. Lesnick, Esq. Lisa R. Patel, Esq. LESNICK PRINCE & PAPPAS LLP 315 W. Ninth Street, Suite 705 Los Angeles, CA 90015 Telephone: (213) 493-6496 Facsimile: (213) 493-6596 E-mail: matt@lesnickprince.com lpatel@lesnickprince.com About Capital KCS Capital KCS, LLC, is a California limited liability company owned 100% by KCS Family Holdings LLC. Capital KCS filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 23-13029) on May 17, 2023. LESNICK PRINCE & PAPPAS LLP is the Debtor's legal counsel. CELSIUS NETWORK: Transformation Depends on SEC's Blessing --------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that as Celsius Network LLC nears the end of its bankruptcy, it may find the US Securities and Exchange Commission eyeing a key business element of its restructuring plan similar to those the regulator has targeted at other companies. Celsius recently secured court approval to emerge from Chapter 11 as Fahrenheit LLC, a public crypto mining company that would include a crypto "staking" division. But before it can implement the plan, it needs a green light from the SEC as well. Without the regulator's blessing, Celsius says it may be forced to liquidate, which would hurt creditors’ recoveries. In crypto staking, holders of cryptocurrency give their assets to a company to hold, which in turn pays them some reward on the holding. The SEC has previously raised issues with staking-as-a-service businesses at Coinbase and Kraken. Celsius says the Fahrenheit entity intends to operate a self-staking business. Though the staking issue could prove problematic for the SEC down the road, multiple lawyers said they expected the agency to allow Celsius to emerge from bankruptcy. The full nature of Fahrenheit's staking operation may emerge over time, Yuliya Guseva, a professor at Rutgers Law School, said. "As every lawyer knows by now, crypto asset classifications are a thorny issue," she said in an email. "To conclude, the successor company will need to tread very carefully because we may expect additional and considerable regulatory scrutiny, particularly from the SEC." Celsius' successful restructuring would be a major development in the crypto landscape, which cascaded into chaos late last year with a series of bankruptcies and criminal proceedings. BlockFi Inc. and Voyager Digital Holdings both liquidated, while FTX remains in Chapter 11 as its co-founder Sam Bankman-Fried faces life in prison for fraud. The SEC's pending decision on Celsius comes as it seeks to get a hold on a young and complicated industry. The agency has said some staking operations function as unregistered securities exchanges. It also has a contentious past with Celsius itself, having accused its founder of fraud and settling related allegations against the company. Mining & Staking Fahrenheit's business will consist of two main parts, one of which raises more securities issues than the other. The company said it will invest in growing its existing mining business, which will be operated by US Bitcoin Corp. Publicly traded crypto mining companies like Riot Platforms Inc. and Marathon Digital Holdings Inc. have previously received SEC clearance. The bigger issue for Fahrenheit will be its staking business. The SEC will likely scrutinize whether the company is offering unregistered tokens as part of the staking business, said Keith Blackman, a Bracewell LLP partner who advises clients on crypto and blockchain. The SEC has "made it clear that it considers all cryptocurrency to be securities," he said. Judge Martin Glenn of the US Bankruptcy Court for the Southern District of New York declined to weigh in on whether certain tokens were securities when he approved the Celsius plan on November 9, 2023. "If the SEC approves the proposed cryptocurrency mining operation but rejects the staking business, will that be sufficient to keep the new company afloat?" Blackman said in an email. Still, he said, it's "likely the SEC will approve Celsius's plan in some form." The SEC will also consider whether token sales create a conflict of interest with the mining business, Blackman said. In examining that question, the regulator’s actions against Celsius will likely be relevant, he said. "Given the SEC's ongoing enforcement action against Celsius's former CEO (and settled action against Celsius itself), it's unlikely to give Celsius the benefit of the doubt," Blackman said. The SEC said in a September filing that it was concerned Celsius" plan raises similar issues to those it settled with the firm previously, namely that it was acting as an unregistered broker. Celsius in a later filing appeared to address the SEC's concern and said it had “met frequently' with the SEC and other regulators. Future Intervention If the SEC clears the way for Celsius to emerge from bankruptcy, it could still intervene later on. Celsius' plan limits the options for the SEC to step in now, said Stephen Rutenberg of Polsinelli PC, who focuses on crypto and blockchain. That's because the plan issues common stock under an exemption in the bankruptcy code that allows it to "get around the SEC at least for the initial issuance," he said. "I do think it's possible there will be points for the SEC to be involved, but I don't expect that prior to emergence" from bankruptcy, he said. The SEC may yet intervene on the staking business, based on its prior actions involving other companies. The regulator has accused Kraken and Coinbase of failing to register their staking business as required by securities law. Some of the issues related to staking will likely clear up as the new company begins operating, Guseva, who co-authored a textbook on crypto regulation, said. If Fahrenheit invests a significant amount of its crypto through staking, it may have to register with the SEC as an investment company, she said. 'Under Pressure' Celsius wouldn’t be the first crypto company to be forced into liquidation following SEC opposition. Binance.US earlier this year backed out of a deal to purchase Voyager Digital Holdings out of bankruptcy. A judge rejected claims by the SEC that part of the proposed sale violated securities laws. The SEC eventually reached an agreement with Voyager and dropped its opposition, but Binance.US canceled the deal days later. "The hostile and uncertain regulatory climate in the United States has introduced an unpredictable operating environment impacting the entire American business community," Binance.US said at the time. The Voyager case could be relevant in guiding the SEC's actions on Celsius, Yesha Yadav, a securities regulation researcher at Vanderbilt University Law School, said. "This is something that happened before," Yadav said. "This is something that could happen again." Both Celsius and Voyager said their proposed restructuring plans would provide creditors with greater recovery than liquidation. The Celsius plan, which would pay customers through a combination of crypto and stock in the new company, says it provides creditors recoveries from 67% to 85.6%, depending on the type of claim they hold. If the SEC topples Celsius' plan, it could be the second time it has caused creditors to accept lower recoveries, and that "could make the SEC look bad ultimately in the public's eye," Yadav said. "The SEC is under pressure here," Yadav said. The case is Celsius Network LLC, Bankr. S.D.N.Y., No. 22-10964, 11/9/23. 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. 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 OKLAHOMA: Updates Restructuring Plan Disclosures -------------------------------------------------------- Central Oklahoma United Methodist Retirement Facility, Inc., d/b/a Epworth Villa, submitted a Third Proposed Disclosure Statement to accompany Plan of Reorganization dated November 13, 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. The Plan provides for the continued operation of Epworth Villa's business. The Debtor has submitted a reorganization Plan because it believes that its proposed financial restructuring will provide more value to creditors than a liquidation of the assets of Epworth Villa. To achieve such optimal value, the Plan contemplates treatment of the Debtor's secured and unsecured creditors in accordance with the classifications and treatments set forth more fully in the Plan. On November 10, 2023, the Patient Care Ombudsman filed their Report, which reflected favorably upon Epworth Villa's resident care during the pendency of this Case. The centerpiece of the Debtor's reorganization is a restructuring of the Existing Bonds. That Restructuring Transaction, including the issuance of new bonds to provide new funding to the Debtor after the Effective Date. The Restructuring Transaction will both ease the debt service terms prevailing under the Existing Bonds, and also provide fresh working capital through the issuance of a new series of bonds. Pursuant to the Restructuring Transaction, the Series 2023A Bonds will be issued in order to provide the Debtor with funding for capital expenditures. In addition, 85% of the Existing Bonds plus accrued and unpaid interest through June 30, 2023 shall be exchanged for the Series 2023B Bonds, and the remaining 15% of the outstanding principal of the Existing Bonds plus accrued and unpaid interest on the Existing Bonds through the Petition Date shall be exchanged for the Series 2023C Bonds. The Series 2023A Bonds shall be senior in priority to the Series 2023B and Series 2023C Bonds. The Plan has the support of the Consenting Holders, who have participated in the negotiations which have culminated in the Plan and this Disclosure Statement, and, with the Debtor, have entered into the Plan Support Agreement under which they have committed to support the confirmation and implementation of the Plan. 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 Claims, in each case subject to all defenses or disputes the Debtor may assert as to the validity or amount of such claims. Class 5 consists of all Interests in Epworth Villa. The sole Interest Holder in Epworth Villa is Epworth Living. The fate of the equity Interest in Epworth Villa, held by Epworth Living, will be determined by the actions of the Impaired classes of Claims, to-wit: If any Class of Impaired Claims does not accept the Plan, then the Class 5 Interests shall be cancelled and extinguished under the Plan; if all Classes of Impaired Claims accept the Plan, then the Class 5 Interest Holder shall retain its Interests. Accordingly, Class 5 Interests are Impaired. 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. The Bankruptcy Court has scheduled December 18, 2023 at 9:30 a.m. as the hearing to consider confirmation of the Plan. A full-text copy of the Third Proposed Disclosure Statement dated November 13, 2023 is available at https://urlcurt.com/u?l=RwAagK from PacerMonitor.com at no charge. 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 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. CHEFS' WAREHOUSE: S&P Upgrades ICR to 'B+', Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based foodservice distributor Chefs' Warehouse Inc. to 'B+' from 'B' and its issue-level rating on its senior secured term loan to 'BB-' from 'B+'. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a default. The stable outlook reflects S&P's expectation that a modest expansion in the company's EBITDA margin over the next 12 months, coupled with steady capital expenditure (capex), will support positive free operating cash flow (FOCF) generation and leverage in the low-4x area. The upgrade reflects Chefs' improving credit metrics and financial policy, which now includes a formal leverage target. The company reduced its S&P Global Ratings-adjusted leverage to 4.6x as of the third quarter of 2023, from 4.8x as of the end of fiscal year 2022, as organic growth and the contributions from its acquired businesses offset its slightly higher debt balances. During the most recent quarter, Chefs' prepaid $20 million of its first-lien term loan, leaving it with about $277 million outstanding. The company recently announced it plans to reduce its leverage to the 2.5x-3.0x range by the end of 2025 from 3.6x. Chefs' previously lacked a public leverage target; however, management had expected to operate with leverage in the 3x-4x range. S&P views the establishment of a formal target positively and expect the company will achieve this improvement largely by increasing its EBITDA. As such, S&P revised its assessment of Chefs' financial risk profile to aggressive from highly leveraged. Chefs' has been highly acquisitive over the last two years, acquiring 12 companies, which it mostly funded with debt. The fast pace of the company's expansion has enabled it to increase its scale, though its acquisitive strategy also entails heightened integration risks. S&P anticipates Chefs' will limit its acquisitions to smaller and more selective opportunities throughout the next 12-24 months as it focuses on integrating and enhancing the operating performance of its new portfolio of businesses. The company recently amended its credit agreement to enable share repurchases of up to $100 million over the next two years, subject to its compliance with the $100 million minimum liquidity and 3x maximum secured net leverage ratio covenants. S&P anticipates management will fund its share repurchases with free cash flow. Additionally, S&P views management's establishment of a leverage target as somewhat reducing its financial policy risks. Chef's increased its net sales by 36.3% during the third fiscal quarter (ended Sept. 29, 2023), primarily due to its acquisitions of Chef Middle East (CME) and Greenleaf and Hardie's Fresh Foods. The company's purchases of Greenleaf (for roughly $82.5 million) and Hardie's Fresh Foods (for approximately $48 million) have bolstered its produce category offerings, while its acquisition of CME (for roughly $100 million) in 2022 expanded its international presence. During the quarter, organic growth contributed roughly 7.1% of the rise in the company's sales while acquisition contributions provided the remaining 26%. Chefs' also increased the organic case count in its specialty category by roughly 9.1% during the quarter. However, elevated insurance renewals in states such as Florida and California led to higher-than-expected growth-related expenses despite the reduction in its net inflation to roughly 2.3% in the quarter. S&P said, "We forecast Chefs will expand its revenue by roughly 30% in fiscal year 2023 before its improvement moderates toward the mid- to high-single-digit percent area in 2024 as it slows its acquisition pace and prioritizes its organic sales. As such, we forecast the company's S&P Global Ratings-adjusted EBITDA margins will improve modestly in 2024 toward the mid-6% area, which is in-line with those of its similarly rated peers." S&P said, "We expect Chefs' S&P Global Ratings-adjusted leverage will improve toward the low-4x area in 2024 supported by increasing EBITDA. We forecast the company will generate S&P Global Ratings-adjusted EBITDA of $209 million and $233 million in 2023 and 2024, respectively, as it continues to integrate its newly acquired businesses and focuses on improving its profitability by streamlining efficiencies, leveraging its enhanced foodservice distribution capabilities, and increasing its cross-selling initiatives to support margin expansion. As such, we forecast Chefs' S&P Global Ratings-adjusted leverage will improve to 4.3x for fiscal year 2023 and 4.0x for fiscal year 2024 due to our expectation for a mid- to high-single digit percent expansion in its revenue, moderating cost pressures, and healthy EBITDA generation. "We expect Chefs' higher profitability, working capital efficiencies, and slowing capex will strengthen its FOCF generation in fiscal year 2024. The company's year-to-date FOCF generation has been constrained by higher the capex associated with its increasing scale and elevated working capital needs to meet its growing demand and related to acquisitions. We forecast Chefs' will generate FOCF of roughly $50 million in 2024 due to its improving volumes and profitability, a reduction in its working capital usage, and roughly flat capex. We expect the company will maintain capex of roughly $50 million per year because it plans to reduce its capex to between 1.0% and 1.5% of its total sales over the next 12-24 months. Notwithstanding the expected improvement in its FOCF, we anticipate Chefs' will use the majority of its FOCF to fund share repurchases under its recently authorized $100 million authorization over the next two years. The company has roughly $40 million of convertible notes maturing in December 2024, which we believe it will repay with cash on hand and borrowings from its asset-based lending (ABL) facility. "The stable outlook reflects our expectation that Chefs' modest EBITDA margin expansion over the next 12 months, coupled with its steady capex, will support positive FOCF generation and leverage in the low-4x area." S&P could lower its ratings on Chefs' if: -- Its credit metrics deteriorate, including S&P Global Ratings-adjusted leverage approaching 5x; or -- Its operating performance is pressured, possibly due to a weaker economic environment that leads to reduced restaurant spending, heightened competition, or integration challenges that weaken its FOCF generation. Although unlikely over the next 12 months, S&P could raise its ratings on Chefs' Warehouse if: -- Its operating performance improves more than we expect, leading to higher profitability and substantial FOCF generation; -- It continues to expand its scale and diversity; and -- The company demonstrates a track record of more conservative financial policies such that S&P expects it will sustain S&P Global Ratings-adjusted leverage of about 3.5x. CHISHOLM TRUCK: Case Summary & 11 Unsecured Creditors ----------------------------------------------------- Debtor: Chisholm Truck Lines, Inc. 113-69 Springfield Blvd, Suite 1 Queens Village NY 11429 Business Description: The Debtor is part of the general freight trucking industry. Chapter 11 Petition Date: November 20, 2023 Court: United States BankruptcY Court Eastern District of New York Case No.: 23-44228 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Jjais Forde, Esq. LAW OFFICES OF JJAIS A. FORDE, PLLC 814 W Merrick Road Valley Stream, NY 11580-4829 Tel: 516-350-8325 Email: bankruptcy@fordelawoffices.com Total Assets: $166,000 Total Liabilities: $1,501,281 The petition was signed by Greg Anthony Chisholm as owner. 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/CD7QFGY/Chisholm_Truck_Lines_Inc__nyebke-23-44228__0001.0.pdf?mcid=tGE4TAMA CHRISHULSERSELLSHOMES: Unsecureds Get Share of 90% of Plan Profit ----------------------------------------------------------------- ChrisHulserSellsHomes, Inc., submitted a Second Amended Chapter 11, Subchapter V Plan of Reorganization. The Debtor submits all of its future disposable income to the extent necessary to consummate this Chapter 11, Subchapter V Plan by paying priority, secured and unsecured claims pursuant to the terms set out herein. The Debtor specifically reserves all future income necessary for living and operating expenses and for direct, long-term payment of secured claims. Under the Plan, Class 5 Unsecured Claims consists of any pre-petition unsecured claims concerning Debtor's business which are timely filed and subsequently allowed by the Court. They include claims of every kind and nature including claims arising from the rejection of executory contracts, unexpired lease claims, deficiencies on secured claims, contract damage claims or open account claims and damages arising from or related to any liquidated or contingent claim. It also includes any debt which is filed as a secured claim but, which is Allowed as an unsecured claim by the Bankruptcy Court. The Debtor anticipates that this sum will be approximately $300,000.00 Pursuant to 11 U.S.C. s 1122(b){2), the Debtor elects to modify the rights of the holder of unsecured claims as follows: 1. Allowed Unsecured claimants shall receive a pro-rata distribution from 90% of the Net Plan Profits of the Debtor in consecutive quarterly payments for 5 years. Quarterly payments shall commence and be paid on or before the 15th day of the month following the end of the quarter in which the Effective Date occurs and shall continue for 20 consecutive quarters or until all Allowed Unsecured Claims are paid in full. For example, assuming the Plan is confirmed during the 4th quarter 2023, payments due this Class shall commence on or before January, 15 2024 and shall continue on or before April 14, July 15, September 15 an December 15, of 2028,. . This payment will be made through the Subchapter V Trustee. The Subchapter V Trustee shall then make a pro-rata distribution to creditors who have an allowed unsecured claim from the Net Plan Profits. The Subchapter V Trustee shall have no obligation to make any disbursements to creditors whose claim is not allowed or in the event the Debtor fails to pay his Net Plan Profits to the Subchapter V trustee. Furthermore, the Subchapter V Trustee shall not have any responsibility to audit the Debtor's financial records or otherwise verify that the Debtor has complied with the terms of his Plan. 2. "True Up" payments will be distributed pro rata to Allowed Unsecured Claims. The Debtor contends this represents the entire disposable income of the Debtor. 3. No interest accrued after the date of filing of the Petition shall be allowed on any unsecured claim, and interest unmatured as of that date shall be disallowed, as provided for in 11 U.S.C. s 502(b)(2). 4. Pursuant to 11 U.S.C. Sec. 1191, the value of the property as of the effective date of the Plan to be distributed under the Plan on account of each unsecured claim is described above, equals or exceeds the amount that would be paid on such claim in a liquidation claim under Chapter 7. For purposes of this Plan, "Net Plan Profits" shall mean , Gross Income from the business operations of the Debtor, less costs of business operations, and allowed administrative, secured and priority Plan payments. The costs of business operations are detailed in Exhibit "A" to the Plan, which is incorporated herein by reference. The remaining 10% will be used to pay taxes and the capital needs of the business. Any surplus from the remaining 10% of Net Plan Profits shall be paid as a "True Up" payment annually. This amount shall be determined from the Debtor's annual federal income tax return and reported to the Trustee on or before September 30 of each year of the Plan. These will be yearly installments made by February of the following year, beginning February 1, 2024. "True Up" payments, if any, shall be made by October of the following year, beginning October 1, 2024. Distribution to Allowed Unsecured Claims shall be pro rata pursuant to a claims analysis prepared by the Debtor and submitted to the Trustee for comment and approval. Should the Debtor and the Trustee be unable to agree on such claims analysis, either party may submit competing claims analysis to the Court for consideration, comment and approval. In the event of default, the Trustee or an Allowed Claimant may request the Court to convert this case to one under Chapter 7 or dismissal of this case. Counsel for the Debtor: Stuart M. Maples, Esq. MAPLES LAW FIRM, PC 200 Clinton Avenue West, Suite 1000 Huntsville, AL 35801 Telephone: (256) 489-9779 Facsimile: (256) 489-9720 E-mail: smaples@mapleslawfirmpc.com A copy of the Plan of Reorganization dated November 1, 2023, is available at https://tinyurl.ph/cmfgE from PacerMonitor.com. About ChrisHulserSellsHomes ChrisHulserSellsHomes, Inc., is an Alabama corporation with its principal place of business at 1896 Slaughter Road, Suite F, Madison, Ala. It provides real estate brokerage services in the North Alabama area. ChrisHulserSellsHomes sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-80858) on May 10, 2023, with up to $50,000 in assets and up to $1 million in liabilities. Christopher W. Hulser, president and owner, signed the petition. Judge Clifton R. Jessup, Jr. oversees the case. Stuart M. Maples, Esq., at Maples Law Firm, P.C., is the Debtor's bankruptcy counsel. CIAOBABYONMAIN LLC: Neema Varghese Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for CiaoBabyOnMain, LLC. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel: (630) 697-4402 Email: nvarghese@nvconsultingservices.com About CiaoBabyOnMain LLC CiaoBabyOnMain, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-14640) on Oct. 31, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Deborah L. Thorne oversees the case. Richard N. Golding, Esq., at the Law Offices of Richard N. Golding, P.C. represents the Debtor as bankruptcy counsel. CLAUSEN OYSTERS: Unsecureds to Get 100% of Claims ------------------------------------------------- Clausen Oysters LLC submitted a First Amended Plan of Reorganization dated November 1, 2023. Non-priority unsecured creditors holding allowed claims will receive distributions of 100% of the amount of their allowed claims, without interest. This Plan also provides for the payment of administrative and priority claims. Under the Plan, Class 2 All Nonpriority Unsecured Creditors holding allowed claims will be paid in full, without interest, in one lump-sum payment within 180 days from the Effective Date of the Plan. Class 2 is impaired. The Debtor intends to implement the Plan by continuing the operation of its oyster farming and wholesale business, the operation of its deli and restaurant, and using funds contributed by Debtor's member. The net disposable income to be generated through Debtor's continued operation of USOH. A confirmation hearing on the Amended Plan will be held on December 14, 2023 at 10:00 AM thru video hearing. To connect, see www.orb.uscourts.gov/video-hearings Counsel for the Debtor: Nicholas J. Henderson, Esq. MOTSCHENBACHER & BLATTNER LLP 117 SW Taylor Street, Suite 300 Portland, OR 97204 Tel: (503) 417-0500 Fax: (503) 417-0501 E-mail: www.portlaw.com A copy of the Plan of Reorganization dated November 1, 2023, is available at https://tinyurl.ph/soQUy from PacerMonitor.com. About Clausen Oysters Clausen Oysters, LLC, owns an oyster farm in the State of Oregon. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-60847) on May 18, 2023. In the petition signed by Seth Silverman, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Thomas M. Renn oversees the case. Nicholas J. Henderson, Esq., at MOTSCHENBACHER & BLATTNER, LLP, is the Debtor's legal counsel. COMMSCOPE HOLDING: Creditors Tap Ducera After Earnings Dip ---------------------------------------------------------- Reshmi Basu of Bloomberg News reports that a group of CommScope Holding Co.'s creditors, whose debt holdings are weighted toward unsecured notes, has added Ducera Partners to its advisory roster, according to people familiar with the matter, who asked not to be named discussing a private matter. The mandate follows the earlier retention of Akin Gump Strauss Hauer & Feld as legal counsel, Bloomberg previously reported, on the heels of a steep earnings miss. Moody's Investors Service this week lowered the company's corporate rating to B3 from B2, citing continuing revenue and earnings declines in the third quarter. About Commscope Holding Commscope Holding Co. operates as a holding company. The Company, through its subsidiaries, provides end-to-end solutions connecting technology and wireless and wired networks. CommScope Holding serves customers worldwide. * * * As reported in the TCR, Moody's Investors Service downgraded CommScope Holding's ratings including its Corporate Family Rating to B3 from B2, its senior secured debt to B2 from B1 and its senior unsecured debt to Caa2 from Caa1. The downgrade reflects the continued weak performance and uncertainty around timing of a recovery in various operating segments and challenges addressing significant debt maturities in 2025 and 2026. The outlook is negative. Bloomberg report that CommScope and its creditors are assessing options after a steep earnings miss plunged the company into financial distress, according to people with knowledge of the matter. The company is reportedly getting advice from Evercore Inc. and Latham & Watkins, among other advisers, on ways to shore up its balance sheet. CONTINENTAL AMERICAN: Hires Allen Gibbs & Houlik as Accountant -------------------------------------------------------------- Continental American Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Kansas to employ Allen, Gibbs & Houlik, L.C. as its accountants. The firm will audit the Debtors' tax returns and books. The firm will receive hourly fees for its services in the amounts of $345/hour for Adrian Webb, and fees that vary between $160-390/hour for other associates. Adrian D. Webb, CPA, vice president at Allen, Gibbs & Houlik, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Adrian D. Webb, CPA Allen, Gibbs & Houlik, L.C. 301 N. Main St. Ste. 1700 Wichita, KA 67202-4868 Phone: (844) 577-1122 About Continental American Corporation Continental American Corporation operates a balloon manufacturing business in Wichita, Kan. Continental American and its affiliate, Pioneer National Latex, Inc., filed Chapter 11 petitions (Bankr. D. Kan. Lead Case No. 23-10938) on Sept. 22, 2023. Judge Mitchell L. Herren oversees the cases. At the time of the filing, Continental American reported $50 million to $100 million in assets and $10 million to $50 million in liabilities while Pioneer National Latex reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A. represents the Debtors as legal counsel. COUNTY INVESTMENT: Seeks Cash Collateral Access ----------------------------------------------- County Investment L.P. and 2017 Partners, LLC ask the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral and provide adequate protection. CILP previously filed a Chapter 11, Subchapter V, proceeding in the District and Division, which was jointly administered with two other proceedings. The prior cases resulted in a confirmed consensual Plan confirmation in January 2022. However, in March 2023, four promissory notes went into default. The debtors were unaware of this until notices were received from Texas Capital Loans, LLC. The new Chief Restructuring Officer, Brendon Singh, was appointed to secure the DIP account. The debtors decided to institute a new Chapter 11 proceeding for CILP and one of its subsidiaries, 2017 Partners. Brendon Singh was installed as the CRO in the new bankruptcy proceedings. The Huffmeister Shopping Plaza and four tracts of land should be auctioned in January 2024 to satisfy TCL's secured claims. Debtors are in negotiations with TCL regarding an agreed order allowing cash collateral, auction deadlines, and other relief. TCL claims that it is the successor in interest to Community Bank of Texas, N.A. TCL claims that it is the owner and holder of four promissory notes, as follows: 1. Huffmeister First Lien Note. A promissory note dated January 16, 2019, executed by CILP, as maker, in favor of CBOT, as payee, in the original principal amount of $2.3 million. The balance of the Huffmeister First Lien Note as of February 15, 2022, was $2.1 million. The due date on the Huffmeister First Lien Note is February 15, 2026. Monthly installments under the Huffmeister First Lien Note are past due for the months of March through September 2023, in the total amount of $111,350. One additional payment is due for October 2023. 2. Huffmeister Second Lien Note. A promissory note dated August 4, 2020, executed by CILP, as maker, in favor of CBOT, as payee, in the original principal amount of $215,000. TCL claims that CBOT assigned the Huffmeister First Lien Note to TCL. The balance of the Huffmeister Second Lien Note as of February 15, 2022, was $34,801. The due date on the Huffmeister Second Lien Note is February 15, 2026. Monthly installments under the Huffmeister Second Lien Note are past due for the months of March through September 2023, in the total amount of $1,860. One additional payment is due for October 2023. 3. Northpoint First Lien Note. A promissory note dated July 14, 2016, executed by CILP, as maker, in favor of CBOT, as payee, in the original principal amount of $251,550. The balance of the Northpoint First Lien Note as of February 15, 2022, was $142,601. The due date on the Northpoint Lien Note is February 15, 2026. Monthly installments under the Northpoint First Lien Note are past due for the months of March through September 2023, in the total amount of $7,141. One additional payment is due for October 2023. 4. Rankin Road First Lien Note. A promissory note dated July 14, 2016, executed by 2017 Partners, as maker, in favor of CBOT, as payee, in the original principal amount of $975,000. TCL claims that CBOT assigned the Rankin Road First Lien Note to TCL. The balance of the Rankin Road First Lien Note as of February 15, 2022, was $257,483. The due date on the Rankin Road First Lien Note is February 15, 2026. One additional payment is due for October 2023. TCL is adequately protected by the equity cushion it enjoys with respect to the Huffmeister Shopping Plaza, the 100 Northpoint Property, and the Rankin/Northborough Property. The Debtors require the use of cash collateral to pay interest on the TCL loans and pay expenses of the Debtors as well as all such further relief. A hearing on the matter is set for November 20, 2023 at 1:30 p.m. A copy of the motion is available at https://urlcurt.com/u?l=bdwlqX from PacerMonitor.com. About County Investment L.P. County Investment L.P. is primarily engaged in renting and leasing real estate properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34374) on November 6, 2023. In the petition signed by Danesh Pajooh, managing member, the Debtor disclosed up to $10 million in assets and up to $10 million in liabilities. Leonard Simon, Esq., at Pendergraft & Simon LLP, represents the Debtor as legal counsel. CPI LUXURY: Deal on Cash Collateral Access OK'd ----------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized CPI Luxury Group to use cash collateral on an interim basis in accordance with its agreement with East West Bank from November 10, 2023 through and including (i) January 26, 2024 or as further agreed upon in writing by the Lender, or (ii) the date of the occurrence of an Event of Default. As previously reported by the Troubled Company Reporter, on June 30, 2016, the Lender and the Debtor executed a Loan and Security Agreement pursuant to which the Lender provided Debtor a secured revolving credit facility. To secure repayment and performance by Debtor of its obligations under the Loan Agreement, the Debtor granted to Lender a security interest in certain described personal property assets. Lender perfected its security interest in the Prepetition Collateral by filing a UCC Financing Statement with the California Secretary of State on June 30, 2016, filing number 167533695580. Events of Default occurred under the terms of the Loan Documents and, as a result, the Debtor executed a Forbearance Agreement dated September 9, 2021, which was amended from time to time, culminating in the execution of an Amended and Restated Forbearance Agreement dated as of May 31, 2022. Continuing Events of Default occurred and on July 3, 2023, the Lender sent and delivered to the Debtor a Notice of Continuation of Events of Default, Day to Day Forbearance and Reservation of Rights letter. On July 24, 2023, the Lender notified the Debtor that the Day to Day Forbearance was terminated, the Indebtedness owed to the Lender was accelerated and immediately due and payable, and Lender would exercise its rights and remedies under the Loan Documents. The Debtor is obligated to Lender for the amounts owing under the Loan Documents. As of the Petition Date, Debtor is indebted to Lender under the Loan Documents for the sum of no less than $14 million plus all additional interest, fees, costs and charges, including attorney's fees, recoverable under the Loan Documents or by law. These events constitute an "Event of Default": (i) a breach or failure to comply with any term, reporting test, covenant, representation, warranty or requirement of the Stipulation or any other order of the Court; (ii) the Debtor exceeds authorized expenditures or fails to meet projections contained in the Budget by more than the permitted variances, (iii) the granting in favor of any party other than Lender of a security interest in or lien upon any property of the Debtor or the Debtor's estate or a claim against the Debtor having priority senior or pari passu with the security interests, liens or claims in favor of Lender, except to the extent that such party had a security interest in or lien upon property of the Debtor on the Petition Date which had priority senior or pari passu with the security interests, liens or claims of Lender existing on the Petition Date; (iv) entry of an order dismissing or converting the Case to a case under chapter 7 of the Bankruptcy Code; (v) entry of an order appointing a trustee in the Case; (vi) entry of an order granting relief in favor of any other party (including lessors and landlords) that includes enabling such party to exercise state law or contractual rights and remedies with respect to certain asset or assets of the Debtor that could have a material adverse effect on the Debtor, its business and/or other assets, or (vii) any stay, reversal, vacation or rescission of the terms of the Stipulation, or any modification of any terms of the Stipulation that is not reasonably acceptable to Lender. As adequate protection, the Lender was granted a replacement lien in all assets in which and to the extent the Debtor holds an interest. The Postpetition Lien in favor of Lender will be senior in priority to any and all prepetition and postpetition claims, rights, liens and interests, but subject and immediately junior only to any lien or security interest in the Prepetition Collateral that is valid, perfected and senior to the interest of Lender effective as of the Petition Date and not otherwise avoided or subordinated. The Lender will have an allowed super priority administrative claim of the kind and priority, to the extent applicable, under 11 U.S.C. Sections 503(b) and 507(b). The Debtor will make monthly cash payments to the Lender in the amount of $35,000 no later than Monday of the week such payment is scheduled under the Budget. A copy of the order is available at https://urlcurt.com/u?l=Lmm0rH from PacerMonitor.com. About CPI Luxury Group CPI Luxury Group is a producer of cultured pearls. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11059) on July 30, 2023. In the petition signed by Harold Jabarian, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. M. Douglas Flahaut, Esq., at Arentfox Schiff LLP, represents the Debtor as legal counsel. CREATING SCHOLARS: Disposable Income to Fund Plan ------------------------------------------------- Creating Scholars Through Therapy Corporation ("CSTT") filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Plan of Reorganization for Small Business dated November 9, 2023. The Debtor is a Virginia corporation which began as a limited liability company in 2012 by Nabila S. White whose business is providing mental health counseling to clients served by the Commonwealth of Virginia Medicaid program. CSTT borrowed a total of $300,000 from the United States Small Business Administration during the COVID19 pandemic and granted a blanket lien on CSTT's assets and proceeds to secured repayment of the SBA loan. CSTT subsequently borrowed money by selling future receivables encumbered by SBA's lien to several merchant cash advance lenders. CSTT defaulted on several agreements to sell future receivables. The counterparties to the sale of the future receivable agreement issued lien notices to CSTT's MCOs and to financial institutions with CSTT's deposits instituted litigation to recover funds owed. These collection actions had the cumulative effect of cutting off CSTT's access to its funds and accounts receivables, prompting the filing of the chapter 11 case. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of approximately $750,000. The last Plan payment is expected to be paid on or about February 1, 2026. The Plan proposes to pay the SBA loan according to its terms with slight modification, assume executory contract with counseling providers and with a copier provider, assume the lease of the company's business location, paying all according to prepetition terms, and use CSTT's disposable income to pay allowed administrative claims, priority claims, and then noninsider unsecured claims, pro rata of their interests, from cash on hand and monthly installments. This Plan of Reorganization proposes to pay the creditors of CSDS from future disposable income. Class 3 consists of unsecured, non priority claims. This Class will receive monthly disbursements of Debtor's Plan payments, pro rata of their interests, following payment of unclassified administrative claims and priority claims. This class is impaired. Class 4 consists of unsecured insider claims. This Class consists of the unsecured claims of Nabila S. White for unpaid compensation for services rendered before the filing of the chapter 11 case and for funds loaned CSTT before the case was filed. This class will receive no payments until administrative claim, priority claims, and general unsecured claims are paid. This class is impaired. CSTT's sole shareholder, Nabila S. White, will retain her shareholder interest in the debtor. The sole shareholder will not receive dividends on account of her interests while Plan payments remain outstanding to the unsecured class. Plan payments will be made from cash on hand on the effective date and from post-confirmation net income. A full-text copy of the Plan of Reorganization dated November 9, 2023 is available at https://urlcurt.com/u?l=aBQV08 from PacerMonitor.com at no charge. Counsel for Debtor: Paul A. Driscoll, Esq. ZEMANIAN LAW GROUP 223 East City Hall Avenue, Suite 201 Norfolk, VA 23510 Telephone: (757) 622-0090 E-mail: paul@zemanianlaw.com About Creating Scholars Through Therapy Corporation Creating Scholars Through Therapy Corporation is a community based behavioral health provider dedicated to reshaping individuals' mental state through mental health services in the form of individual, group, family, and outpatient counseling. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-50562) on Aug. 10, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Nabila S. White, president and chief executive officer, signed the petition. Paul Driscoll, Esq., at Zemanian Law Group, is the Debtor's bankruptcy counsel. CROSSED INDUSTRIES: Case Summary & 17 Unsecured Creditors --------------------------------------------------------- Debtor: Crossed Industries, L.L.C. DBA Hoppy's by Crossed Industries 31499 US-27 Haines City, FL 33844 Business Description: The Debtor offers accessories for fishing, boating, hunting, and outdoor industries. Chapter 11 Petition Date: November 20, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-05249 Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Email: jeff@bransonlaw.com Total Assets: $338,530 Total Liabilities: $1,436,832 The petition was signed by Charles B. Hickcox III as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6P4OQGA/Crossed_Industries_LLC__flmbke-23-05249__0001.0.pdf?mcid=tGE4TAMA CYXTERA TECHNOLOGIES: Court Approves Sale of Assets to Brookfield ----------------------------------------------------------------- Cyxtera (OTC: CYXTQ), a global leader in data center colocation, interconnection services, and digital infrastructure, on Nov. 16 disclosed that the U.S. Bankruptcy Court for the District of New Jersey has approved the sale of substantially all of the Company's assets to Brookfield Infrastructure Partners L.P. (NYSE: BIP, TSX: BIP.UN) and its institutional partners (collectively "Brookfield") and will confirm Cyxtera's Plan of Reorganization. "We are pleased to be moving forward with our sale to Brookfield, which will provide Cyxtera with additional financial flexibility and enable us to benefit from Brookfield's global infrastructure expertise," said Nelson Fonseca, Cyxtera's Chief Executive Officer. "Demand for our innovative data center services remains high, and we see significant opportunities ahead with our customers as we enter this next phase of growth." As previously announced on November 1, 2023, Cyxtera entered into an asset purchase agreement ("APA") with Brookfield for a sale of substantially all of the Company's assets. In connection with the APA, Brookfield entered agreements with certain of the Company's landlords to purchase the real estate underlying seven of Cyxtera's U.S. data centers. Additionally, Cyxtera amended the terms of its leases at three U.S. sites and three international sites to allow it to exit those sites in 2024. Collectively, these transactions will strengthen and optimize Cyxtera's data center portfolio, better positioning it for the long term. Fonseca continued, "Our partnership with Brookfield will strengthen our business, and we remain committed to ensuring the transition is as seamless as possible for all our stakeholders. We appreciate the continued support of our customers and partners throughout this process, and we thank our employees for their unwavering commitment to serving our customers." Cyxtera expects to complete the transaction with Brookfield, subject to regulatory approval and the satisfaction of customary closing conditions, and emerge from the court-supervised process in the first quarter of 2024. Additional Information Additional information regarding the Company's court-supervised process is available at www.CyxteraRestructuring.com. Court filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, KCC, at www.kccllc.net/cyxtera; by calling KCC toll-free at (877) 726-6510, or (424) 236-7250 for calls originating outside of the U.S. or Canada; or by emailing KCC at cyxterainfo@kccllc.com. Kirkland & Ellis LLP is serving as legal counsel to Cyxtera, Guggenheim Securities, LLC is serving as financial advisor, and AlixPartners, LLP is serving as restructuring advisor. Moelis & Co. is serving as exclusive financial advisor to Brookfield on the acquisition of Cyxtera. Wells Fargo and TD Securities are serving as joint financial advisors to Brookfield on the acquisition of the real estate underlying seven Cyxtera data centers and the pro forma combined entity, and are providing committed debt financing for the broader transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as Brookfield's legal counsel. About Cyxtera Technologies Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. -- https://www.cyxtera.com/ -- is a global data center company providing retail colocation and interconnection services. The Company provides a suite of connected and automated infrastructure and interconnection solutions to more than 2,300 enterprises, service providers and government agencies around the world -- enabling them to scale faster, meet rising consumer expectations and gain a competitive edge. Cyxtera and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on June 4, 2023. In the petition signed by Eric Koza, chief restructuring officer, the Debtor disclosed up to $131 million in assets and up to $2.679 billion in liabilities. Judge John K. Sherwood oversees the case. The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Cole Schotz P.C. as co-bankruptcy counsel, Guggenheim Securities, LLC as investment banker, AlixPartners LLP as restructuring advisor, and Kurtzman Carson Consultants LLC as noticing and claims agent. An ad hoc group of first lien lenders is represented by Gibson, Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. On June 20, 2023, the U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors. The committee tapped Pachulski Stang Ziehl & Jones, LLP, as its legal counsel and Alvarez & Marsal North America, LLC, as financial advisor. DEPETRIS FAMILY: Seeks Cash Collateral Access --------------------------------------------- DePetris Family, LLC asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for authority to use cash collateral and provide adequate protection. The Debtor requires the use of ash collateral to pay essential operating costs and capital expenditures, in accordance with the budget, with a 10% variance. The Debtor owns and operates a shopping center located at 200 Tuckerton Road, Medford, NJ 08053. The shopping center consists of two separate parcels of land, each financed with separate banks. One parcel of land comprises an occupied RiteAid Pharmacy, and said parcel bears a mortgage in favor of People's Security Bank, with an outstanding balance of approximately $3.799 million as of the Petition Date. Apart from the mortgage, the credit facility is secured with an Assignment of Rents of the RiteAid tenant. The other parcel of land comprises the remaining units of the shopping center, and said parcel bears a mortgage in favor of First Commonwealth Bank (formerly, Centric Bank), with an outstanding balance of approximately $9.733 million as of the Petition Date, inclusive of a cash reserve held by First Commonwealth Bank of approximately $442,607. Apart from the mortgage, the credit facility is secured with an Assignment of Rents from the tenants in the shopping center. The shopping center is active and substantially occupied. As adequate protection, the Debtor proposes that the banks receive post-petition replacement liens to the same extent, validity, priority, and nature as their pre-petition liens, to the extent that they are ultimately determined to hold valid liens on the Debtor's assets. Banks will also continue to receive interest payments in accordance with the Budgets, as the Debtor paid Banks prior to the Petition Date. Therefore, Banks will suffer no diminution in value, and use of cash collateral is appropriate. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=UZICDa from PacerMonitor.com. The Debtor projects $129,043 in total income and $101,050 in total operating expenses for November 2023. About DePetris Family LLC DePetris Family LLC owns and operates a shopping center located at 200 Tuckerton Road, Medford, NJ 08053. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-12542) on August 25, 2023. In the petition signed by James DePetris, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. Allen B. Dubroff, Esq., at Allen B. Dubroff Esq. & Associates, LLC, represents the Debtor as legal counsel. DIAMOND SPORTS: More Likely to Close in 2024, Sinclair Says ----------------------------------------------------------- Jonathan Randles and Steven Church of Bloomberg News report that Sinclair Inc. said its bankrupt local sports unit Diamond Sports Group will probably shut down after the end of Major League Baseball's 2024 regular season under a new proposal between the subsidiary and its creditors. The liquidation of Diamond would represent the end of a relationship that has been fraught and short. Sinclair acquired Diamond from Walt Disney Co.in 2019. The deal, valued at around $10.6 billion according to court papers, was designed to turn Sinclair into a cable sports powerhouse. About Diamond Sports Group Diamond Sports Group, LLC and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP as tax advisor; Deloitte Financial Advisory Services, LLP as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. DIAMOND SPORTS: One-Year NBA Deal in Chapter 11 Cleared ------------------------------------------------------- The owner of Bally Sports-branded regional sports networks received court approval Nov. 15, 2023, in Texas bankruptcy court for a one-year deal to continue broadcasting local coverage of games for 15 teams of the National Basketball Association. The Debtors sought approval to (a) enter into and perform their obligations under a term sheet with the National Basketball Association that modifies the terms of the Debtors' rights agreements with the NBA and its teams, and (b) assume all rights agreements (as modified by the Term Sheet) to which they are parties with the NBA and NBA teams. The Debtors -- the leading provider of regional sports network ("RSN") programming in the United States -- commenced chapter 11 cases due in large part to dramatic shifts in the cable industry caused, in large part, by subscriber churn -- that is, subscribers "cutting the cord" and migrating away from traditional cable and satellite multichannel video distributors to streaming services. This unprecedented subscriber loss and concomitant decrease in distribution revenue caused many of the Debtors' existing rights deals with their sports league and team partners to become uneconomical and the Debtors' business to become unsustainable in the form it existed as of the Petition Date. After months of negotiations, and with the help of the Court-appointed judicial mediators, the Debtors have made significant progress towards addressing that issue, at least in the short term. From the outset of these cases, the Debtors have had numerous discussions from time to time on a path forward with key parties in interest in these cases, including their funded debt creditors, the official committee of unsecured creditors, their league and team partners, as well as their content distributors, and each of their respective advisors. Beginning in June 2023, members of each of the Debtors' three ad hoc funded debt creditor groups entered into non-disclosure agreements with the Debtors for the purpose of negotiating a consensual chapter 11 plan. On Aug. 17, 2023, the Court appointed the Mediators, and mediation discussions began in earnest soon after. On Sept. 26 and 27, 2023, the Mediators presided over two days of in-person mediation with the Debtors, the UCC, each of the three funded debt creditor ad hoc groups, the NBA, Major League Baseball, the National Hockey League, and Sinclair. Those mediated negotiations have culminated in an agreement around a framework for an orderly transition of the Debtors' businesses in chapter 11 through the end of the 2023-2024 NBA and National Hockey League seasons and the 2024 Major League Baseball season. This transition framework is embodied in a Cooperation Agreement among the Debtors, the UCC, and the ad hoc group of the Debtors' first lien lenders (the "First Lien Group"). The Cooperation Agreement also resolves a host of intercreditor issues, including the allowance and treatment of the first lien lenders' claims as well as an allocation of value and administrative expenses among the Debtors' first lien creditors, on the one hand, and their unsecured and undersecured creditors, on the other hand, that will pave the way for the Debtors to propose a chapter 11 plan. In support of the transition contemplated by the Cooperation Agreement, the NBA has agreed, pursuant to the Term Sheet, to grant the Debtors certain modifications to their rights agreements that, together with other agreements and transactions contemplated as part of the Cooperation Agreement, the Debtors project will allow them to operate profitably through the end of the 2023-2024 NBA and National Hockey League seasons and the end of the 2024 Major League Baseball season, which will allow the Debtors to fund an orderly transition in chapter 11, culminating in a chapter 11 plan. This plan also leaves the door open to potential transactions that could offer a higher recovery or otherwise better path forward for the Debtors and their estates. The Term Sheet (and the transition plan generally) will also provide clarity to the NBA and its teams, and allow them to transition operations after the 2023-2024 season, while minimizing potential disruption for sports fans. The NBA is fully supportive of this path forward. The transition plan will maximize value for the Debtors, their estates, and their creditor constituencies. The Term Sheet, which is a central part of the Debtors' transition plan, reflects a significant achievement in these chapter 11 cases. Key terms of the Term Sheet include: a. Certain rights fee modifications that, together with the other elements of the Debtors' transition plan, are projected to allow the Debtors to operate through the end of the 2024 MLB season. b. Grants to the Debtors DTC and extended market rights through the 2023-2024 NBA season. c. Modification of the terms of all NBA Agreements such that each NBA Agreement will expire at the end of the 2023-2024 NBA season, thus eliminating potential rejection damage claims (or administrative expense claims) for fees that would otherwise have been due under such agreements beyond the 2023-2024 NBA season. In exchange for these modifications, the Debtors have agreed to assume all of the NBA Agreements (as modified by the Term Sheet) and, following approval of the Term Sheet, pay the amounts due thereunder in accordance with the modifications under the Term Sheet and in the ordinary course as allowed administrative expenses pursuant to Section 503 of the Bankruptcy Code. The NBA teams are also entitled to elect to retain certain regular season games for local over-the-air distribution. The NBA and its teams have the right to terminate the Term Sheet, without seeking further relief from the Court, in the event the Debtors breach the Term Sheet or fail to satisfy certain performance conditions. Finally, the Debtors, on the one hand, and the NBA and its teams, on the other, have agreed to grant mutual releases of all potential claims (other than claims relating to breach of the Term Sheet or the NBA Agreements after approval of the Term Sheet and assumption of the NBA Agreements). Critically, the Term Sheet provides the NBA and its teams with clarity through the 2023-2024 NBA season and allows them to transition operations, with the Debtors' cooperation, before the start of the 2024-2025 NBA season, thus minimizing potential disruption to fans. About Diamond Sports Group Diamond Sports Group, LLC and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsels; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP, as special counsels; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP as tax advisor; Deloitte Financial Advisory Services, LLP as accountant; and Deloitte Consulting, LLP, as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. DIGITAL MEDIA: Announces Changes to Board Committee Assignments --------------------------------------------------------------- Digital Media Solutions, Inc. filed with the Securities and Exchange Commission an Amendment No. 1 on Form 8-K/A which amends the Current Reports on Form 8-K filed on Sept. 5, 2023 and on Form 8-K filed on Sept. 19, 2023 by the Company. The Original Filings reported the appointment of Mr. Neil Nguyen and Ms. Elizabeth LaPuma to the Company's Board of Directors. At the time of the Original Filings, the Board had not made any determinations regarding committee assignments for Mr. Neil Nguyen and Ms. Elizabeth LaPuma. On Nov. 13, 2023, the Board determined the committee assignments for Mr. Neil Nguyen and Ms. Elizabeth LaPuma. In conjunction with these assignments, the Board also made certain other changes to the committee assignments of directors Robert Darwent, Scott Flanders and Lyndon Lea. In addition, the Board established a new Strategy Committee, the purpose of which is to assist the Board in its oversight of the Company's cost-savings initiatives, liquidity, potential strategic transactions, and any potential conflicts of interest. Effective as of Nov. 13, 2023, the committees of the Board are comprised as follows: * Audit Committee - Elizabeth LaPuma (Chairperson), Robert Darwent and Neil Nguyen * Compensation Committee - Neil Nguyen (Chairperson), Scott Flanders and Elizabeth LaPuma * Strategy Committee - Elizabeth LaPuma (Chairperson) and Scott Flanders About Digital Media Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. (NYSE: DMS) -- @ digitalmediasolutions.com -- is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. Digital Media reported a net loss of $52.50 million for the year ended Dec. 31, 2022. As of June 30, 2023, the Company had $177.91 million in total assets, $322.59 million in total liabilities, $16.33 million in preferred stock, and a total deficit of $161.01 million. The New York Stock Exchange LLC filed a Form 25-NSE with the Securities and Exchange Commission on Oct. 10, 2023, which removed Digital Media Solutions, Inc.'s Class A common stock from listing on NYSE. * * * As reported by the Troubled Company Reporter on Sept. 1, 2023, S&P Global Ratings raised its issuer credit rating on U.S.-based digital advertising solutions provider Digital Media Solutions Inc. (DMS) to 'CCC' from 'SD' (selective default). S&P said the negative outlook reflects limited visibility into the company's recovery and the potential of a debt restructuring in 2024 following the expiration of the company's PIK option period, absent significant cash flow improvement. DIGITAL MEDIA: Posts $17.1 Million Net Loss in Third Quarter ------------------------------------------------------------ Digital Media Solutions, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $17.11 million on $76.03 million of net revenue for the three months ended Sept. 30, 2023, compared to a net loss of $10.12 million on $90.07 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 $85.30 million on $248.90 million of net revenue, compared to a net loss of $27.36 million on $290.37 million of net revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $168.97 million in total assets, $330.17 million in total liabilities, $16.49 million in preferred stock, and a total deficit of $177.69 million. Management Comments "In Q3, we continued our disciplined focus to execute our restructuring initiatives, while at the same time leaning into our key demand and supply side partnerships and strengthening our foundational building blocks to execute towards our future state of DMS as a more operationally streamlined and vertically integrated business, powered by people, product and technology," said Joe Marinucci, CEO of DMS. "In our Marketplace Segment, while there are still headwinds in our property & casualty (P&C) insurance business, several key strategic customers are growing with DMS. Beyond P&C, we have diversified our insurance business by vertically integrating in the Under 65 market with the continued development of our owned-and-operated marketplace, www.HealthMarketAdvisor.com, along with the launch of our Protect Health Insurance Agency. In our Brand Direct Segment, we have consolidated several business units and are completing the final integration phases of our team, systems and technology. The result of this will create stronger partnerships with both advertisers and publishers, providing them with a single point of entry to work with DMS across all of our performance media solutions to scale customer acquisition campaigns," continued Marinucci. "In the third quarter, we diligently focused on building a solid foundation that can support our efforts to return to growth in the fourth quarter. We are pleased to exceed our revenue guidance for Q3 and view our accomplishments as a strategic investment in our future success. As we enter Q4, we remain enthusiastic, as this quarter traditionally showcases our strength during the open enrollment and e-commerce holiday shopping seasons. We remain steadfast in our commitment to managing operating expenses, recognizing them as a crucial financial performance lever under our complete control," added Vanessa Guzmán-Clark, CFO. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1725134/000162828023038985/dms-20230930.htm About Digital Media Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. (NYSE: DMS) -- @ digitalmediasolutions.com -- is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. Digital Media reported a net loss of $52.50 million for the year ended Dec. 31, 2022. As of June 30, 2023, the Company had $177.91 million in total assets, $322.59 million in total liabilities, $16.33 million in preferred stock, and a total deficit of $161.01 million. The New York Stock Exchange LLC filed a Form 25-NSE with the Securities and Exchange Commission on Oct. 10, 2023, which removed Digital Media Solutions, Inc.'s Class A common stock from listing on NYSE. * * * As reported by the Troubled Company Reporter on Sept. 1, 2023, S&P Global Ratings raised its issuer credit rating on U.S.-based digital advertising solutions provider Digital Media Solutions Inc. (DMS) to 'CCC' from 'SD' (selective default). S&P said the negative outlook reflects limited visibility into the company's recovery and the potential of a debt restructuring in 2024 following the expiration of the company's PIK option period, absent significant cash flow improvement. DMCC 450: Seeks to Hire Fisher Auction Company as Broker -------------------------------------------------------- DMCC 450 Charles Court, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Fisher Auction Company as its broker/auctioneer. The firm will market and sell the Debtor's real property located at 450 St. Charles, Lake Mary, Florida 32746. Compensation to the broker will be based on a 6 percent buyer's premium. Lamar P. Fisher, a chief executive officer at Fisher Auction Co., 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: Lamar P. Fisher FISHER AUCTION CO., INC. 2112 E Atlantic Blvd. Pompano Beach, FL Tel: (954) 942-0917 Fax: (954) 782-8143 About DMCC 450 Charles DMCC 450 Charles Court, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01977) on May 23, 2023, with $1 million to $10 million in both assets and liabilities. Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., has been appointed as Subchapter V trustee. Judge Grace E. Robson oversees the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP is the Debtor's legal counsel. DMK PHARMACEUTICALS: Posts $1.4 Million Net Loss in Third Quarter ----------------------------------------------------------------- DMK Pharmaceuticals Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss applicable to common stock of $1.39 million on $9,062 of net revenue for the three months ended Sept. 30, 2023, compared to a net loss applicable to common stock of $4.40 million on $1.51 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 applicable to common stock of $18.91 million on $1.47 million of net revenue compared to a net loss applicable to common stock of $23.15 million on $2.61 million of net revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $8.96 million in total assets, $13.92 million in total liabilities, $330,000 in mezzanine equity, and a total stockholders' deficit of $5.29 million. The Company's cash and cash equivalents were approximately $6.7 million and $1.1 million at Sept. 30, 2023 and Dec. 31, 2022, respectively. DMK stated, "The Company has incurred substantial recurring losses from continuing operations, negative cash flows from operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of approximately $1.4 million and $18.9 million for the three months and nine months ended September 30, 2023, respectively. As of September 30, 2023, the Company had an accumulated deficit of approximately $323.5 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued." "Over the last several months, DMK has developed a holistic company growth strategy, focused on identifying and removing historic operational barriers to position the company for long-term, sustained growth," said Eboo Versi, M.D., Ph.D., CEO of DMK Pharmaceuticals. "The change in the company name to DMK Pharmaceuticals Corporation and the new executive team are the first steps in this process. To that end, our newly appointed executives are highly skilled and passionate, bringing together a unique combination of expertise in drug development, medical marketing, fiscal prudence and sound legal oversight. We are now in a position to implement a series of changes that are designed to increase revenues and to break through the boundaries of currently available therapies that are inadequate for today's substance use disorder challenges." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000887247/000199937123000197/dmk-10q_093023.htm About DMK Pharmaceuticals DMK Pharmaceuticals (formerly known as Adamis Pharmaceuticals Corporation) is a commercial stage neuro-biotech company primarily focused on developing and commercializing products for the treatment of opioid overdose and substance use disorders. DMK's commercial products approved by the FDA include ZIMHI (naloxone) Injection for the treatment of opioid overdose, and SYMJEPI (epinephrine) Injection for use in the emergency treatment of acute allergic reactions, including anaphylaxis. The Company is focused on developing novel therapies for opioid use disorder (OUD) and other important neuro-based conditions where patients are currently underserved. DMK believes its technologies are at the forefront of endorphin-inspired drug design with its mono, bi- and tri-functional small molecules that simultaneously modulate critical networks in the nervous system. DMK has a library of approximately 750 small molecule neuropeptide analogues and a differentiated pipeline that could address unmet medical needs by taking the novel approach to integrate with the body's own efforts to regain balance of disrupted physiology. The Company's lead clinical stage product candidate, DPI-125, is being studied as a potential novel treatment for OUD. DMK also plans to develop the compound for the treatment of moderate to severe pain. The Company's other development stage product candidates include DPI-221 for bladder control problems and DPI-289 for severe end stage Parkinson's disease. San Diego, California-based BDO USA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. E.R. BAKEY: Wins Cash Collateral Access Thru Nov 30 --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized E.R. Bakey, Inc. to use cash collateral on an interim basis in accordance with the budget, through November 30, 2023. Barrington Bank & Trust Company has a valid blanket lien on the Debtor's assets as of the bankruptcy filing date and the cash proceeds thereof. The Prepetition Secured Lender holds a security interest in all of the Debtor's assets by way of a valid lien duly filed. The Bank asserts the amount due and owing totals no less than $40,268. Other potential lien holders are: a) Ace Funding Source b) U.S Small Business Administration c) On Deck Capital d) Pay Pal Credit e) WebBank As adequate protection for its interest in the collateral, the Debtor will make monthly payments commencing on July 31, 2023 to these secured creditors in the following amount: i) Barrington Bank and Trust Company - $1,461 ii) Pay Pal - $500 In return for the Debtor's continued interim use of cash collateral, and for any diminution in value of lien holders' interest in the cash collateral from and after the petition date, the Prepetition Secured Lender and all Additional Lien Holders will receive an administrative expense claim pursuant to 11 U.S.C. Section 507(b). In further return for the Debtor's continued interim use of cash collateral, the Prepetition Secured Lender and all Additional Lien Holders are granted a replacement lien in substantially all of the Debtor's assets, including cash collateral equivalents and the Debtor's cash and accounts receivable, among other collateral to the extent and validity as held pre-petition. The Debtor must maintain and pay premiums for insurance to cover the Collateral from fire, theft, and water damage, and the Prepetition Secured Lender and Additional Lien Holders consent to the payment of such premiums from their cash collateral. The Prepetition Secured Lender and all other Additional Lien Holders are granted replacement liens, attaching to the Collateral, but only to the extent of their pre-petition liens and only to the extent of priority that existed on the date of filing. This order is without prejudice to any future avoidance of any of the liens. A further hearing on the matter is set for November 28, 2023 at 1:30 p.m. A copy of the Court's order is available at https://urlcurt.com/u?l=5rtm1w from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=4c9dKc from PacerMonitor.com. The Debtor projects $40,000 in income and $32,683 in total expenses for November 2023. About E.R. Bakey, Inc. E.R. Bakey, Inc. is a subcontractor involved in material hauling for road projects involving the Illinois toll way system. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06297) on May 12, 2023. In the petition signed by Eric Bakey, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Jacqueline Cox oversees the case. Richard G Larsen, Esq., at SpringerLarsenGreene, LLC, represents the Debtor as legal counsel. EAGLE LEDGE: Seeks Approval of Disclosure Statement --------------------------------------------------- Eagle Ledge Foundation, Inc., seeks the entry of an order (a) approving the adequacy of the information contained in the Amended Disclosure Statement, (b) establishing solicitation and voting procedures, (c) scheduling a Confirmation Hearing, and (d) establishing deadlines and procedures for filing objections to confirmation of the Amended Plan and other deadlines related to the Confirmation Hearing. A hearing on the Debtor's Motion is scheduled for Dec. 7, 2023 at 2:00 p.m. at Modesto Courtroom, Department E. ELF is a California not-for-profit religious corporation. ELF launched a loan fund focused on serving the small local church, which often lacked financing options with commercial lenders. ELF issued bond certificates to individuals who made, either directly or through their retirement accounts, contributions to ELF and manages an investment portfolio comprised of loans, securities, cash, and cash equivalents. The Debtor contends the Amended Disclosure Statement contains adequate information to satisfy the requirements of 11 U.S.C. Section 1125. The Amended Disclosure Statement includes appropriate disclaimers and identifies the source of the information contained in the Amended Disclosure Statement. The Amended Disclosure Statement describes the pre- and post-petition financial performance of ELF and the Debtor in Possession, the reasons for filing chapter 11, the steps taken by the Debtor in Possession since the filing of the Petition to facilitate reorganization, projections reflecting how the Amended Plan will be feasibly consummated, a liquidation analysis, a description of the federal tax consequences to the Debtor in Possession, and an estimate of the total administrative expenses and explanation as to how such expenses will be paid. The Amended Disclosure Statement describes the assets and liabilities of the Debtor in Possession, describes causes of action and anticipated litigation recoveries, summarizes the Amended Plan, and identifies future management. The amended disclosure statement and amended plan address the issue noted by the Court at the prior hearing to approve the disclosure statement, which is are the Certificate Holders unsecured/secured/secured but with unperfected security interests. Local Counsel for the Debtor: Dennis D. Miller, Esq. LUBIN OLSON & NIEWIADOMSKI LLP The Transamerica Pyramid 600 Montgomery Street, 14th Floor San Francisco, CA 94111 Telephone: (415) 981-0550 Facsimile: (415) 981-4343 E-mail: dmiller@lubinolson.com Counsel for the Debtor: Kathleen L. DiSanto, Esq. BUSH ROSS, P.A. PO Box 3913 Tampa, FL 33601-3913 Tel: (813)224-9255 Fax: (813)223-9620 E-mail: kdisanto@bushross.com About Eagle Ledge Foundation Formed in 2009, Eagle Ledge Foundation, Inc., is a California not-for-profit religious corporation. ELF launched a loan fund focused on serving the small local church, which often lacked financing options with commercial lenders. It issued bond certificates to individuals who made, either directly or through their retirement accounts, contributions to ELF. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-90160) on May 18, 2022, with $1 million to $10 million in both assets and liabilities. Chester L. Reid, president, signed the petition. Judge Ronald H. Sargis oversees the case. Lubin Olson & Niewiadomski, LLP and Bush Ross, P.A., serve as the Debtor's counsel. EAGLE LEDGE: Unsecureds Owed $4M to Get $350K in Plan ----------------------------------------------------- Eagle Ledge Foundation, Inc., submitted an Amended Disclosure Statement. The Debtor in Possession has continued to operate post-petition and to manage its loan portfolio and other assets. Shortly after the Petition Date, one of the Debtor in Possession's borrowers refinanced its loan and paid off the entire loan balance owed to the Debtor in Possession. As reflected in the most recent monthly operating report, Appendix, Exhibit 5, the Debtor in Possession has cash on hand of $674,370 as of Sept. 30, 2023. Under the Plan, Class 3 General Unsecured Claims total $4,051,845. Creditors will receive pro rata distributions of $350,000 on the Effective Date, followed by annual distributions of Available Cash to commence on April 1, 2025 and continue for four consecutive years. Final distribution of all remaining Cash shall be made April 1, 2028, and distributed Pro Rata as soon as practicable thereafter. Class 3 is impaired. ELF and the Debtor in Possession have ceased making new mortgage loans, and the Reorganized Debtor intends to limit its business activities to managing the mortgage loan investments and liquidating the Mortgage Loan Assets and the Real Estate Assets. The Reorganized Debtor will make the payments contemplated under the Amended Plan from the net proceeds resulting from the sale or liquidation of the Mortgage Loan Assets and Real Estate Assets, the liquidation or maturity of the TMI Bond Portfolio, and from Cash on hand. From and after the Effective Date, the Reorganized Debtor shall exist after the Effective Date as a corporate entity, with all of the rights and powers of a not-for-profit corporation under applicable law in the State of California and under its certificate(s) of incorporation and bylaws in effect before the Effective Date, as such documents may be amended by or pursuant to the Amended Plan, or pursuant to any amended certificates of incorporation or amended bylaws. The Reorganized Debtor shall have all of the powers of such legal entity under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger, conversion, dissolution, or otherwise) under applicable law. On and after the Effective Date, the Reorganized Debtor may freely enter into contracts, operate its business and may use, acquire, and dispose of property and compromise or settle any post-Effective Date claims without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Amended Plan or the Confirmation Order. All matters provided for under the Amended Plan involving the organizational structure of the Debtor in Possession or the Reorganized Debtor or action to be taken by or required of the Debtor in Possession or the Reorganized Debtor, shall be deemed to have occurred and be effective as provided herein, and shall be authorized and approved in all respects without any requirement for further action by the officers or directors of such entity. On the Effective Date, the board of directors of the Reorganized Debtor shall be comprised of the two individuals who currently serve on the board of directors: Chester L. Reid and Thomas H. Fontana. The officers of the Debtor shall continue as officers of the Reorganized Debtor. Mr. Reid will continue to serve as President and Chairman, and Mr. Fontana will serve as the Chief Executive Officer and Director. The Reorganized Debtor's directors and officers will receive compensation consistent with the Reorganized Debtor's policies and practices. Mr. Reid will be paid a monthly management fee of $1,000.00 for the initial eighteenth months following the Effective Date. Mr. Fontana will be paid a monthly management fee of $5,000.00 for the initial twelve months following the Effective Date, and a reduced monthly management fee of $3,500.00 for the thirteenth through eighteenth months after the Effective Date. Mr. Reid presently intends to remain as the President and Chairman of the Reorganized Debtor for the duration of the Amended Plan, even after his compensation terminates. Local Counsel for the Debtor: Dennis D. Miller, Esq. LUBIN OLSON & NIEWIADOMSKI LLP The Transamerica Pyramid 600 Montgomery Street, 14th Floor San Francisco, CA 94111 Telephone: (415) 981-0550 Facsimile: (415) 981-4343 E-mail: dmiller@lubinolson.com Counsel for the Debtor: Kathleen L. DiSanto, Esq. BUSH ROSS, P.A. Post Office Box 3913 Tampa, FL 33601-3913 Telephone: (813)224-9255 Facsimile: (813) 223-9620 E-mail: kdisanto@bushross.com A copy of the Disclosure Statement dated November 1, 2023, is available at https://tinyurl.ph/DMRMu from PacerMonitor.com. About Eagle Ledge Foundation Formed in 2009, Eagle Ledge Foundation, Inc., is a California not-for-profit religious corporation. ELF launched a loan fund focused on serving the small local church, which often lacked financing options with commercial lenders. It issued bond certificates to individuals who made, either directly or through their retirement accounts, contributions to ELF. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-90160) on May 18, 2022, with $1 million to $10 million in both assets and liabilities. Chester L. Reid, president, signed the petition. Judge Ronald H. Sargis oversees the case. Lubin Olson & Niewiadomski, LLP and Bush Ross, P.A., serve as the Debtor's counsel. ECLIPZ.IO INC: Christopher Hayes Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 17 appointed Christopher Hayes as Subchapter V trustee for Eclipz.io, Inc. Mr. Hayes will be paid an hourly fee of $440 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hayes declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christopher Hayes 23 Railroad Avenue, #1238 Danville, CA 94526 Phone: (925) 725-4323 Email: chayestrustee@gmail.com About Eclipz.io Inc. Eclipz.io, Inc., a company in Los Gatos, Calif., filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-51253) on Oct. 30, 2023, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. James Bailey, president, signed the petition. Judge Stephen L. Johnson oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP, represents the Debtor as legal counsel. EGAE LLC: Wins Cash Collateral Access Thru Dec 14 ------------------------------------------------- The U.S. Bankruptcy Court for the District of Alaska authorized EGAE, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through December 14, 2023. The Debtor requires the use of cash collateral to continue its ongoing operations in the ordinary course of business, and in order to avoid disruption of such operations. MidCap Funding Investment X LLC contends the Debtor is currently indebted to MidCap as of the petition date in the amount of $10.8 million. As partial adequate protection for the diminution of any interest that MidCap holds in prepetition Collateral as a result of the Debtor's use of cash collateral, MidCap is granted replacement liens in the Debtor's postpetition assets of the same kind, type, and nature as the Prepetition Collateral in which MidCap held any lien. Any Postpetition Lien in Postpetition Collateral granted will be in the same order, priority, validity and enforceability as any prepetition lien in Prepetition Collateral securing the claim of MidCap in the same type of assets. To the extent of any diminution in value of MidCap's interest in the Prepetition Collateral due to cash collateral use which is not otherwise protected by the Postpetition Lien granted, MidCap will retain its rights under Section 11 U.S.C. 507(b). During the cash collateral period the Debtor will pay to MidCap a payment of $36,250, payable on or before December 10, 2023, to be applied to accrued post-petition interest. The payment will not affect or waive the rights of MidCap to assert in any future proceeding before the Court the right to additional adequate protection payments or seek recovery of all default interest, fees, costs or other charges set forth in any Loan documents. A second interim hearing on the matter is set for December 14 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=yEBIJ6 from PacerMonitor.com. About EGAE, LLC EGAE, LLC owns and operates an apartment building in Anchorage, Alaska. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ala. Case No. 23-00169) on October 5, 2023. In the petition signed by Marc Marlow, manager, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Gary Spraker oversees the case. John C. Smith, Esq., at Gerald K. Smith and John C. Smith Law Offices, PLLC, represents the Debtor as legal counsel. ELENAROSE CAPITAL: Court OKs Cash Collateral Access Thru Dec 19 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Evansville Division, authorized ElenaRose Capital LLC and affiliates to use cash collateral on an interim basis in accordance with the budget, through the date of the final hearing set for December 19, 2023 at 1:30 p.m. The Debtors require the use of cash collateral for payment of their ordinary and necessary operating expenses through the date of a final hearing on the matter. KTB Equity, Inc. asserts that it holds valid, binding, perfected, non-avoidable, enforceable prepetition liens on, and security interests in, all of the Debtors' assets. Peapack Capital asserts that it holds valid, binding, perfected, non-avoidable, enforceable prepetition liens on, and security interests in, substantially all of the Debtors' equipment consisting of tractors, trailers and other motor vehicles and all accessions and accessories thereto and all proceeds thereof. The Debtor's authorization to use cash collateral will immediately terminate on the earlier of: a. An order is entered in any of the Debtor's respective cases (i) dismissing a Debtor's case; (ii) converting a Debtor's case to a Chapter 7 proceeding, or (iii) the appointment of a Chapter 11 trustee for Debtor; b. Any Debtor's failure to (i) comply with any material provision of this order (including the failure to comply with a budget) or (ii) comply with any other covenant or agreement specified in the order, which such failure will have continued unremedied for three days following receipt of written notice to such Debtor from KTB or Peapack Capital; or c. A Debtor engages in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, sale of assets or other transaction outside the ordinary course of business without the prior consent of KTB and Peapack Capital or an order of the Court. As adequate protection for the use of cash collateral, KTB and Peapack are granted post-petition replacement liens in the cash of Debtors in the total aggregate amount of the value of the cash collateral that existed as of the Petition Date to the same extent and priority as its properly perfected, prepetition security interest. Pursuant to the Budget, on the week beginning December 17, 2023, the Debtors will make an adequate protection payment of $10,701 to KTB, which payment will be made directly to Peapack Capital. Pursuant to the Budget, on the week beginning December 17, 2023, the Debtors will make an adequate protection payment of $300,000 to Peapack, which amount will be applied to principal. A copy of the order is available at https://urlcurt.com/u?l=41L84p from PacerMonitor.com. About ElenaRose Capital LLC ElenaRose Capital LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on September 8, 2023. In the petition signed by Louis Capolino, president/manager, the Debtor disclosed up to $50,000 in assets and up to $10 million. Judge Andrea K. McCord oversees the case. Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, represents the Debtor as legal counsel. EMERGENT BIOSOLUTIONS: BlackRock Reports 18.1% Equity Stake ----------------------------------------------------------- BlackRock Inc. filed Amendment No. 16 to its Schedule 13G to report its ownership of Emergent Biosolutions Inc.'s Common Stock as of October 31, 2023, pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934. BlackRock Inc. said it may be deemed to beneficially own an aggregate of 9,381,892 shares, equivalent to 18.1% of Emergent Biosolutions' Common Stock. BlackRock, Inc. may be reached at: Spencer Fleming BlackRock, Inc. 50 Hudson Yards New York, NY 10001 Tel: (212) 810-5800 A full-text copy of BlackRock's Report is available at https://tinyurl.com/yck4rwbe About Emergent Biosolutions Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring public health threat. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 1, 2023, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Credit Agreement, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. EMINENCE CORPORATION: Hires Modesto Bigas Law Office as Counsel --------------------------------------------------------------- Eminence Corporation seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Modesto Bigas Law Office as its counsel. The firm will provide legal services and represent the Debtor in the Chapter 11 bankruptcy proceedings. Modesto Bigas Law will be paid at the hourly rate of $250, and will also be reimbursed for reasonable out-of-pocket expenses incurred. Modesto Bigas Law will be paid a retainer in the amount of $3,000. Modesto Bigas Mendez, Esq., partner of Modesto Bigas Law Office, 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. Modesto Bigas Law can be reached at: Modesto Bigas Mendez, Esq. Modesto Bigas Law Office PO Box 7462 Ponce, PR 00732 Tel: (787) 844-1444 Fax: (787) 842-4090 E-mail: modestobigas@yahoo.com About Eminence Corporation Eminence Corporation filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-03714) on Nov. 10, 2023. The petition was signed by Irmgard A. Pagan Rivera as president. At the time of filing, the Debtor estimated $1,777,391 in assets and $1,537,640 in liabilities. Modesto Bigas Mendez, Esq. at MODESTO BIGAS LAW OFFICE represents the Debtor as counsel. EMPOWER CENTRAL: Amends Unsecured Claims Pay Details ---------------------------------------------------- Empower Central Michigan, Inc., submitted an Amended Plan of Reorganization under Subchapter V dated November 9, 2023. The Debtor files its Chapter 11 Plan, likely the most significant event post-petition. The Debtor is hopeful that this Plan will lead to a quick, efficient, and effective restructuring of the Debtor's business. In an effort to share with creditors the proceeds of any retained Avoidance Actions, the Debtor under this Plan will distribute 50% of the net proceeds obtained from Avoidance Actions Pro Rata to unsecured creditors. All costs and expenses of litigation shall be deducted first from the gross Avoidance Action proceeds in order to arrive at the net amount. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $8,886.00. The final Plan payment is expected to be paid on or about December 31, 2028. 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 $444.32, to be divided Pro Rata. At the end of each calendar year during the term of the Plan, the Debtor will determine if its actual net income has exceeded the Projected Disposable Income for that calendar year. If the Debtor's actual net income has exceeded its Projected Disposable Income by $10,000.00 or more during the calendar year at issue, the Debtor will by February 1 of the following calendar year make an additional distribution of 50% of the excess amount, less $10,000.00, to the Holders of Allowed Unsecured Claims, with the distribution to be divided Pro Rata. The total amount of this additional distribution shall be calculated by subtracting $10,000.00 from the net amount earned by the Debtor in excess of its Projected Disposable Income during the calendar year at issue and reducing that amount by 50%. In addition, if Avoidance Actions are successfully pursued by the Debtor, the Debtor will distribute 50% of the net proceeds obtained from Avoidance Actions, Pro Rata, to the Holders of Allowed Unsecured Claims. All costs and expenses of litigation shall be deducted first from the gross Avoidance Action proceeds in order to arrive at the net amount. Any required distribution of Avoidance Action proceeds shall be made within 60 days of the date upon which the Debtor collects the funds owed in connection with the Avoidance Action from the defendant or after expiration of any applicable appeal period, whichever comes later. If an appeal is filed, the Debtor shall hold any amounts recovered in escrow until the appellate proceedings have concluded. 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 above 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. Class I also includes the amount of any tax claim that is not entitled to priority pursuant to Section 507(a)(8) of the Bankruptcy Code. This Class is Impaired. This Plan proposes to pay Creditors of the Debtor from the Debtor's cash flow from operations and future income. A full-text copy of the Amended Subchapter V Plan dated November 9, 2023 is available at https://urlcurt.com/u?l=l93ORd 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, is the Debtor's legal counsel. ESCALON MEDICAL: Incurs $21K Net Loss in First Quarter ------------------------------------------------------ Escalon Medical Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $21,197 on $2.95 million of net revenues for the three months ended Sept. 30, 2023, compared to a net loss of $320,724 on $2.60 million of net revenues for the three months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $4.93 million in total assets, $3.01 million in total liabilities, and $1.91 million in total shareholders' equity. Escalon said, "To date, the Company's operations have not generated sufficient revenues to enable consistent profitability. Through September 30, 2023, the Company had incurred historical recurring losses from operations and incurred negative cash flows from operating activities. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for the next 12 months following the issuance of these unaudited condensed consolidated financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/862668/000086266823000027/esmc-20230930.htm About Escalon Headquartered in Wayne, Pennsylvania, Escalon Medical Corp. operates in the healthcare market, specializing in the development, manufacture, marketing and distribution of medical devices for ophthalmic applications. Marlton, New Jersey-based Marcum LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company's historical recurring losses from operations and negative cash flows from operating activities raise substantial doubt about the Company's ability to continue as a going concern. FAIRPORT BAPTIST: PCO Says Patient Care Remains Stable ------------------------------------------------------ Eric Huebscher, the court-appointed patient care ombudsman, filed his ninth report regarding the quality of patient care provided at the nursing home operated by Fairport Baptist Homes and its affiliates. During the period from Sept. 7 to Nov. 6, the PCO visited the site once and met with key employees. The PCO continued with bi-weekly phone calls with Fairport's senior leadership. During these calls, Fairport informed the PCO of any material changes, which may have had an impact on patient care. He updated, for the most part, on the sale and financing process by both the seller and the buyer's representative. In his report, the PCO noted that Fairport continued to maintain stable and uninterrupted health services to its residents. The resident census has materially increased. Further, Fairport's decision to explore expanding services will inure to the benefit of the residents and surrounding community, according to the PCO. The PCO and Fairport's senior management and personnel have continued to work in a professional and cordial manner. This has enabled the PCO to efficiently discharge his responsibilities and ensure that patient care is monitored in an appropriate fashion. The PCO encourages the healthcare provider to be timelier and more transparent in its disclosures of information to the PCO, especially related to staffing issue. As of Nov. 6, patient care has not been compromised and remains stable. A copy of the ninth PCO report is available for free at https://urlcurt.com/u?l=XdQPA0 from PacerMonitor.com. About Fairport Baptist Homes Fairport Baptist Homes and its affiliates, Fairport Baptist Homes Adult Care Facility, Inc., FBH Community Ministries and FBH Distinctive Living Communities, Inc., operate skilled nursing care facilities. Fairport Baptist Homes owns a New York-licensed 142-bed residential health care facility at the FBH campus in Fairport, N.Y., and 42 independent living units known as Deland Acres. On May 6, 2022, Fairport Baptist Homes and its affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Lead Case No. 22-20220). In the petition filed by Fairport President Thomas H. Poelma, Fairport Baptist Homes listed $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped John A. Mueller, Esq., at Lippes Mathias, LLP as bankruptcy counsel and Pullano & Farrow, PLLC as special counsel. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 2, 2022. Dentons US, LLP and ToneyKorf Partners, LLC serve as the committee's legal counsel and financial advisor, respectively. Eric M. Huebscher, the patient care ombudsman appointed in the Debtors' cases, is represented by Kelly C. Griffith, Esq., at Harris Beach, PLLC. FGH LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: FGH, LLC 1650 East Gonzales Road #296 Oxnard, CA 93036 Business Description: FGH, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of real property located at 2320 North Rose Avenue, Oxnard, California having an appraised value of $5 million. Chapter 11 Petition Date: November 20, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-11095 Judge: Hon. Ronald A. Clifford III Debtor's Counsel: William C. Beall, Esq. BEALL & BURKHARDT, APC 1114 State Street, Suite 200 Santa Barbara, CA 93101-6722 Tel: 805-966-6774 Email: will@beallandburkhardt.com Total Assets: $5,000,000 Total Liabilities: $5,999,889 The petition was signed by Vanessa Hernandez of FGH Investors, LLC, managing member of the Debtor. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YEHABAA/FGH_LLC__cacbke-23-11095__0001.0.pdf?mcid=tGE4TAMA FREE SPEECH: Alex Jones Asks Court to Reverse Sandy Hook Verdict ---------------------------------------------------------------- Aaron Keller of Law360 reports that arguing that a default liability ruling was a "disproportionate response to a discovery violation," Alex Jones has again asked the Connecticut Appellate Court to reverse a $1.44 billion jury verdict involving the Infowars host's erroneous Sandy Hook Elementary School massacre broadcasts. 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. FREE SPEECH: Jones Seeks to Sell Cars, Boat and Guns ---------------------------------------------------- James Nani of Bloomberg Law reports that right-wing conspiracy theorist Alex Jones has asked a court for permission to sell a cache of firearms, jewelry, cars, boats, and a cryogenic chamber to help pay for costs of his personal bankruptcy. Jones is also looking to conduct part of the sales on his Infowars radio and video talk shows to increase the value of the items, according to a filing Tuesday, November 14, 2023, in the US Bankruptcy Court for the Southern District of Texas. The talk show host filed for bankruptcy protection last year after he was ordered to pay more than $1 billion in judgments related to his lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Promoting the sales on his shows could increase the items' value "because supporters' demand for items attributable to Debtor will increase value—much like memorabilia sales," Jones said. Jones has previously disclosed that he has almost 50 firearms that include shotguns, rifles, pistols, and revolvers. He also previously said he’s holding a stash of guns for people who participated in the Jan. 6 attack at the US Capitol. Other items Jones aims to sell include household goods, including furnishings, golf carts, and gym equipment, according to court papers. Jones has previously estimated his firearms are worth at least $72,000. He's also said he owns 19 watches, including a Rolex worth nearly $25,000, and a cryogenic chamber valued at $4,000, according to court records. Proceeds from the sales would go into an escrow to pay for legal fees related to his bankruptcy, according to the filing. Whatever money is left over at the end of his bankruptcy would be used for payments as part of a Chapter 11 plan, Jones said. The request to sell some personal items comes amid criticisms by Sandy Hook victim families of Jones' "opulent" spending habits during his bankruptcy. A committee of his tort creditors in late August told the bankruptcy court that Jones' spending has accelerated in recent months—growing to more than $93,000 in expenses in July 2023. Jones has defended himself in court papers, arguing that his creditors have cherry-picked a recent high-spending month to "distort the public's perception" of his actions. The sale request comes after Jones lost a key bankruptcy court ruling last month. Judge Christopher M. Lopez found that despite Jones’ bankruptcy, about $1.1 billion of the $1.4 billion in debt he owes from Connecticut and Texas defamation judgments can't be discharged under the bankruptcy code. Lopez said the debt can't be tossed because the Texas and Connecticut state courts made findings that Jones' conduct was intentional and malicious. Jones said he intends to appeal. Jones is represented by Crowe & Dunlevy PC and Jordan & Ortiz PC. The unsecured creditors' committee is represented by Akin Gump Strauss Hauer & Feld LLP. 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. FREELAND PAINTING: Case Summary & Five Unsecured Creditors ---------------------------------------------------------- Debtor: Freeland Painting & Construction, Inc. 671 Main Street, Suite 100C Suwanee, GA 30024 Business Description: Freeland Painting is a local, family-owned business in Suwanee providing professional painting services to the Atlanta area. Chapter 11 Petition Date: November 18, 2023 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 23-61480 Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 6075 Barfield Road Suite 213 Sandy Springs, GA 30328-4402 Tel: (770) 984-2255 Fax: (678) 623-5109 Email: paul.marr@marrlegal.com Total Assets: $436,313 Total Liabilities: $1,171,379 The petition was signed by Douglas D. Ireland II as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K3H74XY/Freeland_Painting__Construction__ganbke-23-61480__0001.0.pdf?mcid=tGE4TAMA FREEMAN TRANSIT: Seeks to Hire Caddell Reynolds as Attorney ----------------------------------------------------------- Freeman Transit, LLC filed a corrected application seeking approval from the U.S. Bankruptcy Court for the Western District of Arkansas to hire Caddell Reynolds Law Firm as its attorney. The firm will render these services: a) give Debtor legal advice with respect to their powers and duties as Debtor in Possession of their business and management of their property; and b) prepare on behalf of Debtor, as Debtor in Possession, any Petition, Schedules, Statement of Financial Affairs, any necessary deficient schedules and other documents, applications, answers, orders, reports, complaints, motions, etc., file such required documents, and appear before this Court and any other court in reference thereto; and c) perform all other legal services for Debtor in Possession that may be necessary to effectuate a reorganization of Debtor's financial affairs. The firm charges $325 per hour for attorney's services and $125 per hour for paralegal services. Joel Hargis, Esq., an attorney at Caddell Reynolds, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joel G. Hargis, Esq. CADDELL REYNOLDS LAW FIRM P.O. Box 184 Fort Smith, AR 72902 Telephone: (501) 214-0814 Facsimile: (501) 222-8824 Email: jhargis@caddellreynolds.com About Freeman Transit, LLC Freeman Transit, LLC is a freight delivery service provider. Freeman Transit, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 23-71571) on Oct. 26, 2023. The petition was signed by Christopher Ray Freeman as owner/president. At the time of filing, the Debtor estimated $927,793 in assets and $2,666,103 in liabilities. Judge Bianca M. Rucker presides over the case. Joel G. Hargis, Esq. at Caddell Reynolds Law Firm represents the Debtor as counsel. FUSION GALAXY: Court OKs Cash Collateral Access on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized Fusion Galaxy LLC to use cash collateral on a final basis in accordance with the budget, with a 20% variance. The Debtor is permitted to use cash collateral to pay for its post-petition operating expenses in the ordinary course of its business as set forth in the budget. As previously reported by the Troubled Company Reporter, the Debtor believes the following Lenders may claim an interest in the Debtor's cash collateral: a. First Savings Bank - perfected by a UCC Financing Statement secured in the Debtor's assets filed on January 29, 2018; b. Galaxy-Surprise LLC - perfected by a Leasehold Deed of Trust, Security Agreement and Fixture Filing dated November 30, 2018, and secured in the Debtor's assets; c. Stearns Bank - perfected by a UCC Financing Statement secured in certain equipment owned by the Debtor filed on July 12, 2019; d. U.S. Small Business Administration - EIDL perfected by a UCC Financing Statement secured in the Debtor's assets filed on May 29, 2020; e. NCMIC - secured in 1 BioCharger NG Subtle Energy Revitalization Platform (not in Debtor's possession) pursuant to an Equipment Finance Agreement dated October 15, 2021; and f. Stearns Bank - perfected by a UCC Financing Statement secured in additional certain equipment owned by the Debtor filed on September 12, 2022. The court said FSB holds a valid and enforceable prepetition security interest in any prepetition cash collateral, and shall have a post-petition replacement lien on the same type of post-petition assets acquired by the Debtor after the Petition Date, if any, and in the same validity, priority, and extent as such creditor possessed a lien on cash collateral on the Petition Date, and will have all the rights and remedies of a secured creditor in connection with the replacement liens granted by the Order, except to the extent that the Bankruptcy Code may affect such rights and remedies. The liens will be effective without perfection and as against any successors of the Debtor, including any trustee. A backup hearing on the matter is set for December 5 at 11 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=JI3jUM from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $64,959 for December 2023; $67,981 for January 2023; $69,912 for February 2023; and $69,912 for March 2023. About Fusion Galaxy LLC Fusion Galaxy LLC is a full service, eco-friendly dry cleaner that has two locations: one in Surprise, Arizona, and one in Goodyear, Arizona. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-05010) on July 26, 2023. In the petition signed by Robert Lyle Agnew, manager, the Debtor disclosed $342,116 in assets and $1,686,283 in liabilities. Judge Madeleine C Wanslee oversees the case. D. Lamar Hawkins, Esq., at Guidant Law, PLC, represents the Debtor as legal counsel. GALLUS DETOX: Seeks Cash Collateral Access ------------------------------------------ Gallus Detox Services, Inc., Gallus Detox Denver, LLC, Gallus Detox Scottsdale, LLC, and Gallus Detox Dallas, PLLC ask the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral and provide adequate protection to properly perfected secured creditors. The Debtors must use cash collateral to continue its business operations postpetition and maintain their operations and properties. On August 1, 2023, Dallas and Scottsdale entered into two loan agreements with AKF, Inc. d/b/a FundKite pursuant to agreements that purport to be "Revenue Purchase Agreements" for loans in the amount of $120,135 and $179,731 respectively. GDS and Denver guaranteed the loans from FundKite, and the Debtors' books and records reflect that the total amount owed to FundKite for the two loans was $128,000 and $191,400 respectively. The Revenue Purchase Agreements further purport to grant FundKite a lien on receivables and the accounts held by Dallas and Scottsdale. FundKite perfected its interest in the loans through filing UCC-1 Financing Statements with the Texas and Arizona Secretary of State on August 3, 2023. On August 2, 2023, Denver entered a loan with FundKite pursuant to agreements that purport to be "Revenue Purchase Agreements" for a loan in the amount of $169,579. The loan is guaranteed by GDS, Dallas, and Scottsdale. The Agreement further purports to give FundKite a lien on receivables and accounts held by Denver. Fund Kite perfected its interest by filing a UCC-1 Financing Statement with the Colorado Secretary of State on August 7, 2023. On August 22, 2023, the Debtors entered into a "Standard Merchant Cash Advance Agreement" with MYNT Advance for a loan in the amount of $300,000. The Agreement purports to grant a security interest in the Debtors' receivables and accounts, and upon information and belief, MYNT Advance perfected its interest with the filing of a UCC-1 Financing Statement on August 25, 2023. The Debtors' books and records reflect that the total amount owed to MYNT Avance was approximately $300,000 as of the Petition Date. On October 3, 2023, the Debtors entered into a "Future Receipts Sale and Purchase Agreement" with CloudFund, LLC for a loan in the amount of $250,000. The Agreement purports to grant a secured interest in the Debtors' receivables and the Debtors' accounts. CloudFund perfected its interest with the filing of a UCC-1 Financing Statement on October 3, 2023, and the Debtors' books and records reflect that CloudFund was owed approximately $250,000 as of the Petition Date. On November 1, 2023, the Debtors entered into a Standard Merchant Cash Advance Agreement with Lionheart Funding, LLC for a loan in the amount of $100,000. The Agreement purports to grant a security interest in the Debtors' receivables and accounts, and upon information and belief, Lionheart perfected its interest with the filing of a UCC-1 Financing Statement on November 1, 2023. The Debtors' books and records reflect that the tot al amount owed to Lionheart was approximately $100,000 as of the Petition Date. On November 1, 2023, the Debtors entered into a Future Receivables Sale and Purchase Agreement with G and G Funding Group, LLC for a loan in the amount of up to $1.1 million, although only $30,000 had been advanced to the Debtors as of the Petition Date. The Agreement purports to grant a secured interest in the Debtors' receivables and the Debtors' accounts. G and G perfected its interest with the filing of a UCC-1 Financing Statement on November 1, 2023, and the Debtors' books and records reflect that CG & G was owed approximately $30,000 as of the Petition Date. On the Petition Date, the Debtors had cash in accounts in the amount of approximately $78,799, which amount includes funds that are not cash collateral, but are the proceeds from a separate loan secured by the tangible assets of the business in the amount of approximately $26,256. As adequate protection, the Debtors will provide the Secured Creditors with a post-petition lien on all postpetition accounts receivable and contracts and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of the Secured Creditors' interest in the collateral pursuant to 11 U.S.C. section 361(2). All replacement liens will hold the same relative priority to assets as did the pre-petition liens. The Debtors will keep all of the Secured Creditors' collateral fully insured in an amount consistent with pre-petition coverage. A copy of the motion is available at https://urlcurt.com/u?l=YjfdmE from PacerMonitor.com. About Gallus Detox Services, Inc. Gallus Detox Services, Inc. offers safe, effective, evidence-based, and highly personalized treatment for individuals struggling with substance abuse and substance use disorders. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 23-15280) on November 14, 2023. In the petition signed by Warren Olsen, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Joseph G Rosania Jr. and Thomas B Mcnamara oversee the cases. Keri L. Riley, Esq., at KUTNER BRINEN DICKEY RILEY PC, represents the Debtor as legal counsel. GENESIS CARE: No Decline in Patient Care at EFM, PCO Report Says ---------------------------------------------------------------- Susan Goodman, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Southern District of Texas her second interim report regarding the quality of patient care provided at Genesis Care Pty Limited and its affiliates' various locations described as the East Florida Market. Since the filing of the EFM First Report, the PCO remained in regular contact with the Market Executive overseeing this segment of the companies' U.S. business operations. Additionally, the PCO conducted a second round of site visits, including revisiting one formerly visited location, according to the second interim report, which covers the period September 2 to November 1. With this continued engagement, the PCO did not observe decline or material compromise in patient care as contemplated under Section 333 of the Bankruptcy Code. Consistent with the other market segments, the EFM clinicians and staff did report frustration or bankruptcy fatigue particularly where teams are dealing with aged equipment or other needed capital repairs, which were scheduled for replacement pre-petition yet delayed by the bankruptcy filing. Importantly, to date, the PCO has not received feedback that these issues have compromised patient care. The focus of the PCO's second site visits in the EFM centered on visiting Miami-area locations that were missed in the first site visits and checking on clinic transitions occurring at several medical oncology offices. Other than some number of patients initially continuing to visit the vacated practice location that moved to a smaller office a few blocks away, the Miami-area EFM medical oncology transitions were without incident. In addition to visiting transitioning medical oncology clinics, the PCO revisited one radiation oncology center to confirm continued availability of clinical laboratory draw supplies. The PCO also visited the medical oncology clinic associated with the Chief Medical Officer for the medical oncology service line to both introduce her role and be sure the clinician was updated and engaged regarding the changing landscape associated with the Palm Beach County clinic. No concerns were noted with these visits. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=BZ55OR from Kroll Restructuring Administration, LLC, claims agent. The ombudsman may be reached at: Susan N. Goodman Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Ph: 520.744.7061 Fax: 520.575.4075 Email: sgoodman@pivothealthaz.com About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com– includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GENESIS CARE: No Decline in Patient Care at EWUS, PCO Report Says ----------------------------------------------------------------- Susan Goodman, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Southern District of Texas her second interim report regarding the quality of patient care provided at Genesis Care Pty Limited and its affiliates' various locations described as the East US and West US Market (EWUS). The PCO remained in regular contact with the Market Executive overseeing this segment of the companies' U.S. business operations since the filing of the First Report. Moreover, the PCO continued to visit EWUS locations conducting two additional site visits to new locations, according to the second interim report, which covers the period September 2 to November 1. With this continued engagement, the PCO did not observe decline or material compromise in patient care as contemplated under Section 333 of the Bankruptcy Code. Clinicians and staff did report frustration/bankruptcy fatigue, particularly so where teams are dealing with aged equipment, scheduled for replacement pre-petition, that had replacement schedules paused because of the bankruptcy filing. In addition to the equipment down-time issues that were reported and observed during site visits, the PCO also identified vendor engagement delays for some items, including without limitation, landscaping, pest control, and linear accelerator ("LINAC") chiller repair. While these items did not immediately negatively affect patient care, they can, in the PCO's experience, lead to staff departures which ultimately could impact patient care. Accordingly, the PCO monitors these types of bankruptcy associated impacts more from a noise level since staff may interpret these delays as an ominous indicator of future employment security. The PCO directly observed this instance on one site visit, with the third-party repair vendor reporting that difficulty obtaining parts for older machines added additional time to getting machines back operational. While the PCO noted obvious patient impacts associated with re-scheduling treatments or planning diagnostics, the PCO also directly observed dedicated staff efforts to move patients to nearby locations, where possible, during interim equipment outages. While the PCO, like the operational market leadership, appreciates that not every issue is fixable in the way the utility concerns were addressed, the PCO is appreciative of the continued engagement and candor from counsel. Moreover, the PCO is hopeful that ownership clarity will outpace staff uncertainty and frustration associated with the bankruptcy process. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=BJmr0w from Kroll Restructuring Administration, LLC, claims agent. The ombudsman may be reached at: Susan N. Goodman Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Phone: 520.744.7061 Fax: 520.575.4075 Email: sgoodman@pivothealthaz.com About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com– includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GENESIS CARE: No Decline in Patient Care at WFCM, PCO Report Says ----------------------------------------------------------------- Susan Goodman, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Southern District of Texas her second interim report regarding the quality of patient care provided at Genesis Care Pty Limited and its affiliates' various locations described as the West Florida/Central Market. The PCO's second site visit to the WFCM was postponed this reporting cycle to allow her to focus on a clinic closure in the East Florida Market. She expects to revisit the WFCM in November 2023, and reserves the right to provide supplemental reporting to the court as needed, according to the second interim report, which covers the period September 2 to November 1. The PCO remained in regular contact with the Market Executive and Senior Director in this area. The predominant challenges for WFCM in this reporting cycle were the continued erroneous utility shut offs that were resolved. While patient impacts were reported relative to treatment rescheduling, no patient harm was reported. Like the other markets, WFCM has experienced challenges relative to delayed repair needs, most notably with HVAC (heating, ventilation, and air conditioning) systems and roofing. To avoid patient impacts at two illustrative locations, leadership purchased portable HVAC units to maintain appropriate clinic temperatures and partitioned off leak-affected hallways from patient access. The PCO will seek to include locations experiencing maintenance delays with the next site visit to better understand potential patient treatment impacts and update the court as needed. With this continued engagement, the PCO did not observe decline or material compromise in patient care as contemplated under Section 333 of the Bankruptcy Code. Clinicians and staff did report frustration or bankruptcy fatigue with continued uncertainty relative to bankruptcy emergence, particularly so where teams associate continued delay as impacting movement on maintenance, equipment, and capital project needs. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=qvIoSa from Kroll Restructuring Administration, LLC, claims agent. The ombudsman may be reached at: Susan N. Goodman Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Ph: 520.744.7061 Fax: 520.575.4075 Email: sgoodman@pivothealthaz.com About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GLOBAL CANCER: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankrutpcy Court for the Northern District of California, San Jose Division, authorized Global Cancer Research Institute, Inc. to use cash collateral of up to $130,000 on an interim basis in accordance with the budget, with a 10% variance. McKesson Corporation, ASD Specialty Healthcare, LLC dba Oncology Supply, and others claim or may claim to have a lien on the Debtor's cash collateral. As adequate protection, McKesson and Oncology supply will have additional and replacement liens, which are valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of October 12, 2023. The Adequate Protection Liens will be on the Debtor's postpetition assets which, but for the commencement of the Debtor's bankruptcy case, would constitute collateral in which McKesson, Oncology Supply, SBA, SCC Bank, Samson MCA, Pearl Beta MCA and EBF MCA claim a valid and perfected security interest as of the Petition Date. To the extent that the adequate protection provided is insufficient to protect McKesson and Oncology Supply against any postpetition diminution in the value of their respective collateral, McKesson and Oncology Group will each be entitled to an administrative expense claim pursuant to 11 U.S.C. Section 507(b) with priority over any and all other administrative expense claims of any kind payable or allowed pursuant to any provision of the Bankruptcy Code. A final hearing on the matter is set for November 30, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=o3YYek from PacerMonitor.com. About Global Cancer Research Global Cancer Research Institute, Inc. is the first and only community-based dedicated Phase 1 to 4 Clinical Trial Unit in Hematology and Medical Oncology in Northern California. It offers patients access to cutting-edge, innovative new cancer drugs, some of which are not available elsewhere. Global Cancer Research Institute filed Chapter 11 Petition (Bankr. N.D. Calif. Case No. 23-51174) on Oct. 12, 2023, with $1 million to $10 million in both assets and liabilities. Lynne A. Bui, chief executive officer, signed the petition. Judge M. Elaine Hammond oversees the case. Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver, A Professional Corporation represents the Debtor as bankruptcy counsel. GOLDEN SEAHORSE: Unsecureds Owed $1.2M to be Paid in Full in Plan ----------------------------------------------------------------- Golden Seahorse LLC, d/b/a Holiday Inn Manhattan Financial District, submitted a Modified Second Amended Disclosure Statement to accompany its Modified Second Amended Plan of Reorganization. The Debtor's operations have been profitable since the Petition Date and the Debtor has generated excess cash of over $10 million after payment of the monthly operating expenses and Wilmington Trust's non-default interest payments under the Loan. Currently, the Debtor has cash on hand of approximately $11,700,000.00. The Debtor is current on all post-petition obligations. Aside from the 25 proofs of claim, the Debtor's Schedules reflect non disputed Unsecured Claims in the amount of approximately $400,000.00 exclusive of cure costs with respect to HHF. The Debtor estimates total Allowed Unsecured Claims will be approximately $1,200,000.00 excluding any monies owed to insiders and excluding any potential Deficiency Claim held by Wilmington Trust. Wilmington Trust filed an objection to the HI Wall Street Claim. The Bankruptcy Court held a preliminary hearing on Wilmington Trust's objection to the HI Wall Street Claim on October 24, 2023. Shortly thereafter, the Debtor, HI Wall Street and Wilmington Trust entered into a stipulation which provides for the expungement of the HI Wall Street Claim against the Debtor. The Debtor filed an objection to Claim No. 21 filed by W&D Consultants Corp. in the amount of $9,015,500.00. By order dated July 10, 2023, Claim No. 21 was expunged. Recently, W&D Consultants Corp. filed Claim No. 25 asserting an administrative claim based upon similar allegations contained in Claim No. 21 which has been expunged. The Debtor intends to object to this Claim for similar reasons as it objected to Claim No. 21. The Debtor is attempting to reconcile with the City of New York Claim No. 22 which consists primarily of hotel occupancy taxes. In the event the Debtor and the City of New York are unable to reach an agreement, the Debtor intends to object to Claim No. 22 as the Debtor believes it is vastly overstated and the actual amount owed is between $400,000.00 and $600,000.00. Claim No. 23 filed by the City of New York as an administrative claim was paid in the ordinary course of business. Class 3 consists of the holders of General Unsecured Claims. These Claims include trade Creditors, the SBA Claim, Claims of professionals, and Claims of Insiders for loans made to the Debtor and depending upon the value of the Property (and whether the Debtor is able to reinstate the Loan), may include Wilmington Trust's Deficiency Claim. The Debtor believes the total Allowed Class 3 Claims are approximately $1,200,000.00 exclusive of Wilmington Trust's Deficiency Claim. Class 3 is impaired and entitled to vote for or against the Plan. All holders of Allowed Class 3 Unsecured Claims (including any Deficiency Claim), shall be paid in full without interest no later than six months from the Effective Date. On the Effective Date, all holders of Allowed Class 3 Claims shall receive 50% of their Allowed Claims in Cash and the remaining 50% shall be paid in Cash no later than six months from the Effective Date. In the event the Property is sold prior to six months from the Effective Date, the Allowed Class 3 Claims shall be paid any remaining unpaid amount of their Distributions from the Sale Proceeds. Hysendal is the sole Class 4 Equity Interest Holder and it shall retain its Equity Interest as it existed on the Petition Date in exchange for the Plan Contribution. The Debtor estimates the Plan Contribution will be approximately $20 million in the event the Debtor seeks to reinstate the Loan. Hysendal shall not receive any Distribution under the Plan. However, in the event the Property is sold, the Class 4 Equity Interest Holder shall receive any Sale Proceeds left over after payment of Allowed Administrative Claims and Class 1 through 3 Claims. Class 4 is not impaired under the Plan. The Debtor anticipates funding the Plan from the revenue generated at the Hotel, as well as the Plan Contribution. Based upon the Bankruptcy Court Decision, the Debtor estimates it will need a Plan Contribution of approximately $20 million in addition to the funds on hand generated from the Hotel's operations. The Debtor believes based upon its projections the Hotel will continue to generate sufficient cashflow to remain current on the monthly interest payment of approximately $612,000 under the reinstated Loan, or if the Debtor pursues the modification/recasting of the Loan, debt service payments will be approximately $1 million per month. A full-text copy of the Modified Second Amended Disclosure Statement dated November 13, 2023 is available at https://urlcurt.com/u?l=cJrDh9 from PacerMonitor.com at no charge. Attorneys for Debtor: Scott S. Markowitz, Esq. Rocco A. Cavaliere, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 Tel.: (212) 216-8000 E-mail: smarkowitz@tarterkrinsky.com rcavaliere@tarterkrinsky.com About Golden Seahorse Golden Seahorse LLC, doing business as Holiday Inn Manhattan Financial District, operates the Holiday Inn hotel, which is a full-service hotel located at 99 Washington St., New York. It also owns an adjacent neighboring property at 103 Washington St., New York, whereby it leases space to Amazon Restaurant and Bar (doing business as St. George Tavern). The Debtor believes the value of the hotel is at least $165 million, an amount greater than the $137.2 million in principal, together with accrued interest, due pre-bankruptcy lenders. Golden Seahorse sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11582) on Nov. 29, 2022. In the petition signed by Jubao Xie, managing member of Hysendal USA, LLC, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Philip Bentley oversees the case. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, is the Debtor's counsel. GRAFTECH INTERNATIONAL: S&P Downgrades ICR to 'B+', Outlook Neg. ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on GrafTech International Ltd. to 'B+' from 'BB-' and the issue-level rating on its senior secured notes to 'BB-' from 'BB'. The recovery rating is unchanged. The negative outlook reflects S&P's view that challenging market conditions could sustain leverage above 5x. At the same time, S&P sees potential that GrafTech's earnings volatility has increased as its long-term agreements are rolling off. S&P said, "Because the forecast for graphite electrodes has weakened, we expect GrafTech's debt to EBITDA to stay elevated in 2024 after a challenging 2023. We expect EBITDA for 2023 to decline to $30 million and drive leverage into the double-digits compared to 1.6x in 2022. We also anticipate a slower recovery in GrafTech's end markets to potentially keep leverage above 7x in 2024. Soft steel production is lowering electrode demand and depressing pricing, particularly in Europe where high energy costs and weak industrial demand continue to weigh on steel output." Simultaneously, lower electric arc furnace steel production in China is increasing electrode exports, putting further pressure on graphite electrode pricing. There is uncertainty in the steel market and the overall industry, particularly in Europe where steel demand is expected to fall 5.1% in 2023 according to the World Steel Association. Although the U.S. has largely remained resilient, utilization rates have declined modestly from a year ago and this uncertainty weighs on activity, utilization rates, and restocking patterns. GrafTech's volumes have declined about 45% because of tough market conditions, production interruptions, and lower steel utilization rates. Volumes in 2023 were constrained by the outage at GrafTech's Monterey facility in late 2022, during its annual contracting season, leading to lower committed volumes. S&P assumes a recovery in volumes to about 100,000-120,000 tons in 2024, compared to historical levels of about 160,000. The decline in volumes has driven up operating costs on a per ton basis as fixed costs are recognized over lower volumes. In addition, the company has been dealing with higher raw materials costs for petroleum-based inputs such as pitch and needle coke over the last 12 months. A return in GrafTech's sales to spot-based volumes could result in more earnings volatility. The company is undergoing a transition toward spot sales and shorter-duration contracts at lower prices based on market conditions, away from the long-term agreements it signed in 2018 under near record prices. The large swing in earnings in 2023 is similar to the historical volatility before 2018. During 2011-2017, EBITDA peaked at $285 million and reached a trough of a $5 million deficit. Volumes under these long-term agreements will comprise about a third of production this year and support overall realized prices. However, we expect these volumes to decline to about 12% of total volumes sold in 2024 under S&P's base case assumptions. As these agreements roll off, it will reduce realized prices over the next 12-24 months as prices move more in line with market prices. Assuming graphite pricing of about $5,800 per ton over the next 12 months, volumes recovering to about 100,000-120,000 tons in 2024, and declining cash costs in 2024, we estimate EBITDA of about $100 million-$150 million. The negative outlook reflects risk that leverage could remain above 5x in 2024 if steel market conditions remain weak, specifically in Europe, and if electrode prices remain pressured due to lower steel production utilization rates and graphite electrode exports from China. Further, S&P sees potential that GrafTech's earnings volatility has increased as long-term agreements roll off. S&P could lower its ratings on GrafTech if debt to EBITDA remains above 5x and adds to negative free operating cash flow (FOCF). This could occur if market conditions remain weak and volumes do not recover in the next 12 months, leading to another year of elevated unit costs. S&P could revise the outlook to stable if it sees a path to leverage returning and being sustained below 4x while incorporating our expectation of increasing earnings volatility. This could arise if steel market conditions, particularly in Europe, improve and a recovery in volumes improves the company's cost profile and profitability, resulting in a return to positive FOCF. Environmental factors are a moderately negative consideration in S&P's credit rating analysis of GrafTech. The company manufactures and sells graphite electrodes used to power EAFs for steel production. Petroleum needle coke and pitch needle coke, key raw materials used in the production of graphite electrodes, could face increasing environmental regulations and supply interruptions due to the decarbonization of the global economy. This environmental risk is partially offset by rising demand for EAF steelmaking operations that emit approximately 25% of the carbon dioxide from blast furnace operations. GUZZINO COMMERCIAL: Lucy Sikes Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Lucy Sikes as Subchapter V trustee for Guzzino Commercial, LLC. Ms. Sikes will be paid an hourly fee of $365 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Sikes declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lucy G. Sikes P.O. Box 52545 Lafayette, LA 70505-2545 Telephone: 337-366-0214 Facsimile: 337-628-1319 Email: lucygsikes1@gmail.com About Guzzino Commercial Guzzino Commercial, LLC, a company in Lake Charles, La., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. Case No. 23-20489) on Oct. 31, 2023, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Phillip Anthony Guzzino, managing member, signed the petition. Judge John W. Kolwe oversees the case. Arthur A. Vingiello, Esq., at The Steffes Firm, LLC represents the Debtor as legal counsel. HALF LION BREWING: Seeks Cash Collateral Access ----------------------------------------------- Half Lion Brewing Company, LLC asks the U.S. Bankruptcy Court for the Western District of Washington for authority to use cash collateral for the period from the petition date through April 15, 2024, or until the effective date of the Plan, whichever is earlier. The Debtor requires the immediate use of cash proceeds from working capital, collection of customer sales and accounts receivable to fund payroll and pay related payroll expenses, to purchase goods and inventory, and to pay other ordinary and necessary operating expenses. In June of 2019, riding on the success of the brewery Half Lion Brewing Company, LLC opened a 100% owned subsidiary called the Half Lion Public House. Also that year, they entered into a contract with the Seattle Mariners. In November of 2020, to help get them through the Covid-19 pandemic, Half Lion Brewing Co, LLC purchased a food truck. This helped to increase their customer base by attracting more people to the brewery. Since 2021, Sales have increased from $631K / Year to $698K. They never made money from the Seattle Mariners, and felt that we were being strung along with promised sales. The Mariners ended up purchasing only 10% of the beer that they had indicated that they would purchase. The Debtor took out SBA loans to get them through COVID and are still paying on those now. With an eye on expansion to get to 3000 barrels of beer, they were looking to move into a new facility which would have allowed us to brew between 6000 and 10,000 barrels. To do so, they were looking at getting a $1 million loan through a loan broker Winglake Capital. They were approved for $1 million initially, but were told that they needed to take out loans with Merchant Cash Advance companies while they awaited funding on the loan. The broker kept suggesting additional loans until the funding would come through on the larger loan. Eventually the large loan never came through and the MCA lenders emptied their bank accounts leaving no money for payroll. The loan never got funded and they were left holding the MCA debt with no way to pay it. They missed some sales targets through what looked like a loss of customers to their distribution company which sells its own competing beer. Despite this, they gained new customers in Kroger and QFC with plans to expand to more and more stores if sales hit targets. They have also recently been approached by another restaurant franchise asking them to produce 5 beer styles for them. Demand for their beer was strong and getting stronger until they took out the MCA loans and the debt servicing costs ate up all of their profit. Based on a search of the Washington State Department of Licensing, performed on October 20, 2023, the Debtor has identified UCC-1 financing statements. The only creditors who are "in the money" are Chrysler Capital by virtue of its title lien and the SBA by virtue of its blanket lien and Financial Pacific Leasing by virtue of its purchase money collateral and UCC-1. As adequate protection and for the Debtor's use of the cash collateral, the Secured Creditor will be granted replacement liens in the debtor's post-petition cash, accounts receivables, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by the Secured Creditor as of the Petition Date, limited to the amount of any cash collateral of the Secured Creditor as of the petition date, to the extent that any cash collateral of the Secured Creditor is actually used by the Debtor. A copy of the motion is available at https://urlcurt.com/u?l=G7cowf from PacerMonitor.com. About Half Lion Brewing Company Half Lion Brewing Company LLC -- https://www.halflion.com/ -- is a beer manufacturing company. Half Lion Brewing Co. LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-41981) on November 9, 2023. In the petition filed by Jason Nelseon, as managing member, the Debtor reports total assets of $261,946 and total liabilities of $1,308,426. The Honorable Bankruptcy Judge Mary Jo Heston handles the case. Virginia A. Burdette has been appointed as Subchapter V trustee. The Debtor is represented by Steven M Palmer, Esq. at Curtis, Casteel & Palmer, PLLC. HARRISBURG UNIVERSITY: S&P Lowers LT Revenue Bond Rating to 'BB-' ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB' on the Dauphin County General Authority, Pa.'s outstanding revenue bonds, issued for Harrisburg University of Science and Technology (HU). The outlook is negative. The lowered rating reflects HU's substantial enrollment declines for the last four years, which also weakened its financial performance, while the negative outlook reflects the expectation of a debt service coverage covenant violation in fiscal 2023," said S&P Global Ratings credit analyst Ruchika Radhakrishnan. The violation means bondholders would have the option to accelerate the pending debt amount immediately, which HU would not have sufficient liquidity to cover. "We understand that the university is in talks for a waiver regarding the covenant violation and while we expect it to be granted, failure to do so--and a corresponding acceleration of its debt--could result in a multi-notch downgrade," Ms. Radhakrishnan added. Harrisburg University of Science and Technology opened its doors in August 2005. The university offers 24 concentrations spread across seven undergraduate degree programs, 18 concentrations spread across five graduate degree programs, and three Ph.D. programs. The university's primary location is in Harrisburg, with a small presence in Philadelphia and an expected campus expansion in Dubai in 2024. HAWAIIAN HOLDINGS: BlackRock Reports 9.7% Equity Stake ------------------------------------------------------ BlackRock Inc. filed Amendment No. 2 to its Schedule 13G to report its ownership of Hawaiian Holdings, Inc.'s Common Stock as of October 31, 2023, pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934. BlackRock Inc. said it may be deemed to beneficially own an aggregate of 5,017,412 shares, equivalent to 9.7% of Hawaiian Holdings' Common Stock. BlackRock, Inc. may be reached at: Spencer Fleming BlackRock, Inc. 50 Hudson Yards New York, NY 10001 Tel: (212) 810-5800 A full-text copy of BlackRock's Report is available at https://tinyurl.com/2fv25td5 Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides transportation services. As of September 30, 2023, Hawaiian Holdings has $3,923,260 in total assets and $3,744,502 in total liabilities. Egan-Jones Ratings Company on August 15, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Hawaiian Holdings, Inc. As reported by the TCR on Oct. 18, 2023, Fitch Ratings has revised the Rating Outlook for Hawaiian Holdings, Inc. and Hawaiian Airlines, Inc. to Negative from Stable and has affirmed both entities' IDRs at 'B-'. In addition, Fitch has affirmed the Hawaiian Brand Intellectual Property, Ltd's, and Hawaiian Miles Loyalty, Ltd's senior secured debt at 'B+'/'RR2′. The Negative Outlook is driven by Fitch's expectation for weaker coverage and liquidity levels in the near to intermediate term. This is due to a delayed recovery in profitability driven by continued heavy competition that has been exacerbated by recent maintenance issues with Pratt and Whitney's geared turbo fan (GTF) engines. HOLLEY INC: Moody's Affirms 'B3' CFR & Alters Outlook to Stable --------------------------------------------------------------- Moody's Investors Service affirmed Holley Inc.'s corporate family rating at B3, probability of default rating at B3-PD and senior secured ratings at B3. The outlook was changed to stable from negative. The speculative grade liquidity rating was upgraded to SGL-2 from SGL-3. The outlook change to stable reflects Holley's lower leverage and improved liquidity. Despite a decline in revenue in 2023, Holley's earnings have benefitted from lower costs. Free cash flow has also been strong and was used for debt repayment. As a result, Moody's expects debt/EBITDA to be about 5.5x at the end of 2023 compared to over 8x in 2022. Changes in demand for Holley's discretionary automotive products remains Moody's biggest concern over the next year. Moody's expects modest revenue growth in 2024, but believes demand could be curtailed if consumer spending weakens. Nonetheless, Moody's expects Holley to sustain its improved profitability to preserve its lower financial leverage and generate free cash flow next year. RATINGS RATIONALE Holley's B3 CFR reflects the company's moderate scale, significant demand risk given the discretionary nature of its products and high financial leverage. The rating is supported by Holley's strong competitive position within the niche market for performance automotive aftermarket products, a historically strong operating margin and good liquidity. Moody's expects Holley's revenue to decline in the mid-single digit range in 2023 before increasing at least 4% in 2024. The revenue decline in 2023 has moderated over the course of the year as demand appears to be approaching a normalized level following significant demand pull-forward in prior years. Holley's customer base consists of automotive enthusiasts, who are loyal and show demand resilience through economic cycles. However, Moody's believes customers could defer higher-priced discretionary purchases should the state of the consumer weaken. Holley has improved its profitability in 2023 following a challenging 2022 that was burdened by higher costs. Moody's expects the company's EBITA margin to be about 16% in 2023 compared to about 10% in 2022. The majority of the margin improvement is tied to lower freight costs, but Holley has also consolidated facilities and undertaken other cost saving initiatives. Moody's expects Holley's EBITA margin to increase gradually in 2024. However, historical EBITA margin levels of above 20% will likely not be regained until demand substantially improves. The stable outlook reflects Moody's expectation for Holley to sustain its improved profitability despite concerns around revenue growth over the next 12 months. Further, improved liquidity and lower leverage provide additional financial flexibility to adjust to changes in demand. Holley's SGL-2 speculative grade liquidity rating reflects Moody's expectation for good liquidity over the next 12-18 months. Moody's expects Holley to maintain an adequate cash balance while generating positive free cash flow of at least $25 million in 2024. Free cash flow in 2023 has been strong as Holley's working capital has normalized following elevated inventory levels in 2022. Liquidity is further supported by full access to a $125 million revolving credit facility expiring 2026, which Moody's expects to remain undrawn. Moody's expects Holley to maintain sufficient cushion with its financial covenants over the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Holley generates consistently strong organic revenue growth and sustains its EBITA margin in the high-teens. Debt/EBITDA maintained below 5.5x and good liquidity with sufficient access to its revolver and free cash flow to debt of at least 5% could also support an upgrade. The ratings could be downgraded if revenue and earnings exhibit persistent declines. An expectation for debt/EBITDA to be sustained above 6.5x or an erosion of liquidity with negative free cash flow and decreased revolver availability could pressure the ratings. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Holley Inc., headquartered in Bowling Green, KY, designs and manufactures performance engine products for the enthusiast focused automotive aftermarket. The company's product offerings include electronic fuel injection and tuner systems, ignition controls, carburetors, superchargers, exhaust systems and other products designed to enhance the performance of the car. Revenue for the twelve months ended September 2023 was $658 million. HOMEZONE IMPROVEMENTS: Seeks Cash Collateral Access --------------------------------------------------- Homezone Improvements, LLC asks the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, for authority to use cash collateral and provide adequate protection. The Debtor faced increased costs of materials and labor, forcing it to take on additional debt. Despite reducing overhead and costs, it couldn't meet new obligations, requiring Chapter 11, Subchapter V reorganization. The debtor's liquidation value is minimal, and without cash collateral, it would suffer immediate and irreparable harm, including losing employees, subcontractors, and suppliers, and inability to continue operations. During the first 13 weeks of the case, the Debtor projects that it will require cash in the approximate amount of $976,200 to avoid such immediate and irreparable harm. During the period, the Debtor anticipates revenues of approximately $995,000. On April 21, 2015, First Merit Bank (predecessor in interest to Huntington National Bank) filed a UCC-1 financing statement against certain assets of the Debtor, including the cash collateral. The financing statement was renewed on or about October 25, 2019. The Debtor anticipates that Huntington will assert a security interest in the Debtor's cash collateral, and that its interest and lien has priority over all other security interests and liens that may be asserted against the Debtor, in the estimated amount of $347,484. On May 15, 2020, the United States Small Business Administration filed a UCC-1 financing statement against certain assets of the Debtor, including the cash collateral. Debtor anticipates that the SBA will assert a security interest in the Debtor's cash collateral, and that its interest and lien have priority over all other security interests and liens that may be asserted against the Debtor, in the estimated amount of $500,000. On May 26, 2022, CT Corporation Systems, on behalf of Kapitus Servicing filed a UCC-1 financing statement against certain assets of the Debtor, including the cash collateral. Upon information and belief, the Debtor satisfied and paid this claim in full, on or about August 5, 2022. Accordingly, the Debtor believes that this security interest has been (or should be) terminated and released. While the Debtor subsequently borrowed additional funds from Kapitus (in November of 2022 and June of 2023), Kapitus has failed to perfect any alleged security interest it may have related to these subsequent loans. Nevertheless, the Debtor anticipates that Kapitus could assert a security interest in the Debtor's cash collateral, and that its interest and lien have priority over all other security interests and liens that may be asserted against the Debtor, in the estimated amount of $200,000. The Debtor intends to contest the validity, extent, and/or priority of Kapitus's lien associated with this UCC-1 filing. On October 10, 2022, creditor Nu Direction Lending, LLC filed a UCC-1 financing statement against certain assets of the Debtor, including the cash collateral. The Debtor anticipates that Nu Direction will assert a security interest in the Debtor's cash collateral, and that its interest and lien have priority over all other security interests and liens that may be asserted against the Debtor, in the estimated amount of $500,000. On November 30, 2022, CT Corporation Systems, on behalf of Banker's Healthcare Group filed a UCC-1 financing statement against certain assets of the Debtor, including the cash collateral. Debtor anticipates that BHG will assert a security interest in the Debtor's cash collateral, and that its interest and lien have priority over all other security interests and liens that may be asserted against the Debtor, in the estimated amount of $200,000. On September 7, 2023, Kalamata Capital Group filed a UCC-1 financing statement against certain assets of the Debtor, including the cash collateral. The Debtor anticipates that Kalamata will assert a security interest in the Debtor's cash collateral, and that its interest and lien have priority over all other security interests and liens that may be asserted against the Debtor, in the estimated amount of $85,000. Creditor Bluevine may claim a security interest against certain assets of the Debtor, including the cash collateral. However, this alleged lien was unperfected as of the Petition Date. The Debtor anticipates that Bluevine may assert a security interest in the Debtor's cash collateral, and that its interest and lien have priority over all other security interests and liens that may be asserted against the Debtor, in the estimated amount of $75,000. As consideration and adequate protection for any liens of Huntington, the SBA, Kapitus, Nu Direction, BHG, Kalamata, and Bluevine, the Debtor offers replacement liens in its personal property (limited to those types and descriptions of collateral in which the Creditors held a pre-petition lien or security interest), currently owned or subsequently acquired, and any proceeds thereof, to the same validity, extent, and priority as existed prior to the Petition Date. The Debtor also requests authority to escrow $5,000 each month, into its counsel's IOLTA or client trust account, to pay the professional fees of the Debtor's counsel in connection with this case (to the extent such fees are ultimately approved by the Court). A copy of the motion is available at https://urlcurt.com/u?l=Pk1JaE from PacerMonitor.com. About Homezone Improvements, LLC Homezone Improvements, LLC is an exterior remodeler based in Grand Blanc and serving homeowners across Michigan. The Company specializes in vinyl replacement windows, notably the Sunrise Vanguard triple-pane windows, as well as sliding patio doors and residential roofing tailored for Michigan's diverse weather. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31825) on November 15, 2023. In the petition signed by Donald Wyper, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Joel D. Applebaum oversees the case. Yuliy Osipov, Esq., at Osipov Bigelman, PC., represents the Debtor as legal counsel. HUBBARD RADIO: S&P Downgrades ICR to 'CCC+', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Hubbard Radio LLC (Hubbard) to 'CCC+' from 'B-' because S&P believes it is dependent on favorable economic and operating conditions to refinance its term loan ($241 million outstanding), which becomes current in March 2024. The negative outlook reflects the uncertainty around the company's ability to refinance its March 2025 debt maturity. It also reflects our belief that an additional equity cure will be necessary in the fourth quarter of 2023 for Hubbard to remain in compliance with its financial covenant. S&P said, "The downgrade reflects our view that the company is dependent on favorable economic and operating conditions to refinance its upcoming debt maturities. As of Sept. 30, 2023, Hubbard's S&P Global Ratings-adjusted gross leverage was 6.4x and we anticipate it will increase to 7.0x by year-end 2023. This reflects our expectation that a prolonged period of slow economic growth will continue to depress advertising trends into 2024, when the company's term loan becomes current (March 2024). Our forecast contemplates a recovery in broadcast radio advertising in the second half of 2024. However, we have very little visibility into the timing and magnitude of the potential recovery because radio advertising has some of the shortest lead times in media (we believe this lead time has been further compressed to only a few weeks). We expect Hubbard could face difficulty refinancing its term loan if it is unable to reduce its leverage well below 6x on a sustained basis, which would likely require further debt reduction, in addition to a recovery in broadcast radio in 2024. "The company recently obtained an amendment to its credit agreement to provide it with covenant relief. However, in our view, it remains reliant on HBI support to stay in compliance with its covenant. Hubbard required equity cures in the second and third quarters of 2023 to maintain compliance with its 5.50x maximum leverage covenant, which it received from HBI. The company recently amended its credit agreement to increase the number of permitted equity cures in four consecutive fiscal quarters to three from two and we believe it will likely require an additional equity cure in the fourth quarter of 2023. We believe the HBI would provide credit support to the company in a stress scenario because they have an economic and reputational incentive to preserve its credit strength. HBI previously contributed $25 million of equity to the company in 2021 to secure a credit amendment with its lenders. "We expect Hubbard will maintain sufficient liquidity over the next 12 months. Our base-case forecast assumes free operating cash flow (FOCF) generation of $5 million-$10 million in 2023 and $10 million-$15 million in 2024, which will support the company's liquidity, given that it operates without a revolver and had only approximately $3 million of cash as of Sept. 30, 2023. We expect Hubbard's liquidity sources will be about 8x its cash uses over the next 12 months, based on its minimal working capital outflows and capital expenditure (capex) and the absence of required debt amortization payments (the company has a 50% excess cash flow sweep). However, if the recovery in broadcast radio advertising is delayed or muted relative to our current expectations, it would diminish the company's expected liquidity position. "The negative outlook reflects the uncertainty around Hubbard's ability to refinance its March 2025 debt maturity. It also reflects our belief that the company will require an additional equity cure in the fourth quarter of 2023 to remain in compliance with its financial covenant." S&P could lower its rating on Hubbard if: -- The recovery in broadcast radio advertising is slower than we anticipate and we expect it will be unable to meet its financial or operating commitments over the next 12 months; -- The company is unable to refinance or extend the maturity of its March 2025 term loan; or -- The company pursues a subpar debt exchange that we view as tantamount to a default. S&P could raise its rating on Hubbard if: -- It refinances its March 2025 term loan; -- S&P believes broadcast radio advertising has entered a prolonged recovery that will support increasing revenue and EBITDA for the company; -- S&P expects Hubbard will sustain positive FOCF; and -- Its leverage approaches 6x. INDUSTRIAL AUTHORITY: Hires Tranzon Asset Advisors as Broker ------------------------------------------------------------ The Industrial Authority of Mayfield-Graves County seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Tranzon Asset Advisors as its broker. The broker will sell the real property and improvements on a 34.379-acre tract of land located at 3155 State Route 45 North, Mayfield, Graves County, Kentucky a/k/a The GenCanna Site. Tranzon will receive a "buyer's premium" of 5 percent, which will be paid by the buyer at the closing on the sale. As disclosed in the court filings, Tranzon Asset Advisors does not represent any interest adverse to the Debtor. The firm can be reached through: Ed Durnil Tranzon Asset Advisors 1108A N Dixie Avenue Elizabethtown, KY 42701 Office: (270) 769-0284 Email: tgreenwell@tranzon.com About The Industrial Authority of Mayfield-Graves County The Industrial Authority of Mayfield-Graves County filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Kentucky Case No. 23-50409) on Sep. 4, 2023. The petition was signed by Darvin D. Towery as chairman. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Charity S. Bird, Esq. at KAPLAN JOHNSON ABATE & BIRD LLP represents the Debtor as counsel. INSTANT BRANDS: Centre Lane Completes Appliances Unit Acquisition ----------------------------------------------------------------- Centre Lane Partners, LLC, on Nov. 14, 2023, disclosed that on November 8, 2023 an entity affiliated with Centre Lane has completed the acquisition of the Appliances Division of Instant Brands ("Instant Brands Appliances" or the "Company"), which had filed for Chapter 11 bankruptcy protection on June 12, 2023. Founded in 2009 and headquartered in Downers Grove, Illinois, Instant Brands Appliances designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands including Instant(R). The Company revolutionized the electric pressure cooker category with its Instant Pot portfolio of products. With this transaction and recapitalization, Instant Brands Appliances is well-positioned as a strong platform with leading brands and strong customer relationships. Going forward, the Company expects to leverage its brands to bring new and exciting products to the kitchen appliances segment. "We are delighted to be affiliated with such strong brands," stated Quinn Morgan, Managing Director of Centre Lane. "Instant Brands Appliances is well positioned to benefit from our CLP-VCF(TM) and we look forward to working with the Company to bring innovation to the kitchen appliances segment as we evolve and grow the Company's product assortment," added Mayank Singh, Managing Director of Centre Lane. Centre Lane was advised by Jones Day and financing for the transaction was provided by MidCap Financial. About Centre Lane Partners Founded in 2007, Centre Lane Partners is a private investment firm that invests in the equity and debt of middle market companies in North America. Centre Lane employs a flexible strategy that approaches complex situations with a solutions orientation. Centre Lane has an experienced, collaborative and diverse team, and seeks to partner with strong management teams that can benefit from patient, long-term capital and Centre Lane's operational, financial and strategic expertise and support. About Instant Brands Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant, Pyrex, Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions. Instant Brands Holdings Inc. and Instant Brands Inc., and their affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June 12, 2023. In the petition signed by Adam Hollerbach, chief restructuring officer, the Debtors disclosed up to $1 billion in both assets and liabilities. Judge David R. Jones oversees the case. Davis Polk & Wardwell LLP's Brian M. Resnick, Steven Z. Szanzer and Joanna McDonald serve as counsel to the Debtors. The Debtors also tapped Haynes and Boone, LLP as Texas counsel, Stikeman Elliott LLP as Canadian counsel, AlixPartners, LLP as financial advisor, Guggenheim Securities LLC as investment banker, and Epiq Corporate Restructuring, LLC as claims, noticing, agent, solicitation and administrative advisor. DLA Piper LLP (US) serves as counsel to the Official Committee of Unsecured Creditors. Ropes & Gray LLP serves as counsel to the DIP Lenders, and Moelis & Company LLC and Ankura Consulting Group, LLC act as advisors to the Term DIP Secured Parties. Skadden, Arps, Slate, Meagher & Flom LLP and Norton Rose Fulbright and Norton Rose Fulbright Canada LLP serve as counsel and FTI Consulting as financial advisor to the ABL DIP Secured Parties. Kramer Levin Naftalis & Frankel LLP serves as counsel to Cornell Capital. INTEGRATED VENTURES: Incurs $9 Million Net Loss in First Quarter ---------------------------------------------------------------- Integrated Ventures, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $9.04 million on $1.06 million of revenue for the three months ended Sept. 30, 2023, compared to a net loss of $786,382 on $555,365 of revenue for the three months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $5.73 million in total assets, $3.05 million in total current liabilities, $1.12 million in series C preferred stock, $3 million in series D preferred stock, and a total stockholders' deficit of $1.45 million. "Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of September 30, 2023, the Company's current liabilities exceeded its current assets by $2,986,954 and the Company had an accumulated deficit of $82,344,841. These conditions raise substantial doubt about the Company's ability to continue as a going concern. "The ability of the Company to reach and maintain a successful level of operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1520118/000147793223008453/intv_10q.htm About Integrated Ventures Inc. Integrated Ventures Inc. -- www.integratedventuresinc.com -- focuses on acquiring, launching, and operating companies in the cryptocurrency sector, mainly in digital currency mining, equipment manufacturing, and sales of branded mining rigs, as well as blockchain software development. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has suffered net losses from operations in current and prior periods and has accumulated deficiency, which raises substantial doubt about its ability to continue as a going concern. JAWED DEVELOPMENT: Lawrence Katz Named Subchapter V Trustee ----------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Lawrence Katz of Hirschler Fleischer, PC as Subchapter V trustee for Jawed Development, LLC. Mr. Katz will be paid an hourly fee of $595 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Katz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lawrence A. Katz Hirschler Fleischer, PC 1676 International Drive, Suite 1350 Tysons Corner, VA 22102-4940 Phone: (703) 584-8901 Email: LKatz@hirschlerlaw.com About Jawed Development Jawed Development, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11793) on Nov. 1, 2023. The petition was filed pro se. At the time of the filing, the Debtor reported $1 million to $10 million in assets and $100,001 to $500,000 in liabilities. KARPATIA TRUCKS: John Whaley Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 21 appointed John Whaley, a practicing accountant in Atlanta, Ga., as Subchapter V trustee for Karpatia Trucks USA, LLC. Mr. Whaley will be paid an hourly fee of $395 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Whaley declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: John T. Whaley, CPA P.O. Box 76362 Atlanta, GA 30358 Phone: 404-946-5272 Email: trustee@jtwcpa.net About Karpatia Trucks Karpatia Trucks USA, LLC is a manufacturer and refurbisher of food trucks, trailers, containers, and other mobile food vehicles. It has locations in the USA (Atlanta), Europe (Rotterdam, Budapest and Sofia) and Mexico (Mexico City). The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-21234) on Nov. 1, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Tim de Visser, manager, signed the petition. Cameron M. McCord, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. KRISTI'S GROOMING: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized Kristi's Grooming, LLC to use cash collateral for payment of pospetition operating expenses, on an interim basis in accordance with the budget, with a 15% variance. The Debtor, a pet grooming business, experienced a decline in business due to the COVID pandemic in March 2020. Despite reopening, the business struggled to maintain profitability due to its small facility and lack of staff. In 2022, the Debtor's principle decided to relocate the store to a larger space, which was half the square foot cost and convenient for current clients. Despite not qualifying for conventional or Small Business Administration financing, a $30,000 gift from a friend allowed the Debtor to build the new space. The Debtor obtained financing at lower interest rates and moved into the new location in August 2023, allowing the principal to resume her duties as an on-the-job owner. Based on a review of loan documents and a search of the Washington State Department of Licensing, performed on September 27, 2023, the Debtor has identified 1 filer of UCC-1 financing statements, more specifically Elevation Capital Group, LLC. The Declaration sets forth that, as of the petition date, the Debtor's deposit accounts had a balance of $8,245. Accordingly, on the date of the petition, the Debtor's cash collateral was estimated to be valued at $8,245. As adequate protection and for the Debtor's use of the cash collateral, the parties with an interest in cash collateral replacement liens in the Debtor's postpetition cash, accounts receivable and inventory, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by the secured creditors as of the petition date, to the extent that any cash collateral of the secured creditors are actually used by the Debtor. The Debtor's authority to use cash collateral will terminate on the date when one or more of the following conditions has occurred or has been met: a. February 28, 2024; b. The Court enters an order converting the case under Chapter 7 of the Bankruptcy Code, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; c. The Court enters an order appointing or electing a trustee, examiner or any other similar entity with expanded powers. d. The Court enters an order dismissing this case, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; e. The Court enters any order that stays, modifies, or reverses the Final Order. f. Confirmation of the Debtor's plan, whichever is sooner. A copy of the order is available at https://urlcurt.com/u?l=fSBcxi from PacerMonitor.com. About Kristi's Grooming, LLC Kristi's Grooming, LLC operates a specialty dog grooming establishment in Bothell Washington. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11990-CMA) on October 17, 2023. In the petition signed by Kristi Mann, managing member, the Debtor disclosed up to $50,000 in assets and up to $100,000 in liabilities. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. L.O.L. COUNSELING: No Patient Care Concern, 1st PCO Report Says --------------------------------------------------------------- Clark Hammond, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Alabama his first report concerning the quality of care provided by L.O.L. Counseling and Consulting Services, LLC. L.O.L. specializes in working with children, adults, families, and couples who are dealing with anxiety, depression, anger, trauma, infidelity and grief. It also provides group therapy in the areas of substance abuse, parenting skills, anger management and co-parenting. The PCO interviewed Dr. Stephanie Lett, founder of L.O.L., and stated that vendor relationships are stable, except for the pre-bankruptcy issues with the landlord of the Birmingham location, which caused the filing of the Chapter 11 case. The PCO was informed that as a part of its plan of reorganization, L.O.L. intends to assume its leases at the Birmingham and Montgomery locations but will reject its lease and close its location in Mississippi. Another factor leading to the filing of the case was COVID which required L.O.L. to seek funding, in part due to the reduction in the number of client visits. Since the company operates on face to-face counseling, COVID negatively impacted operations. The PCO observed that since the filing, the company has been able to pay all bills comfortably and on time. The PCO noted that he has not received any complaints during this reporting period. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=DoZlvx from PacerMonitor.com. About L.O.L. Counseling and Consulting Services L.O.L. Counseling and Consulting Services, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-02007) on Aug. 3, 2023, with as much as $50,000 in assets and liabilities. Judge Tamara O. Mitchell oversees the case. The Debtor tapped C. Taylor Crockett, Esq., a practicing attorney in Birmingham, Ala., as bankruptcy counsel. Clark Hammond is the patient care ombudsman appointed in the Debtor's Chapter 11 case. LIFTUP COMMUNITIES: Robert Handler Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Robert Handler of Commercial Recovery Associates, LLC as Subchapter V trustee for Liftup Communities LLC (Chicago). Mr. Handler will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Handler declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert P. Handler Commercial Recovery Associates, LLC 205 West Wacker Drive, Suite 918 Chicago, IL 60606 Tel: (312) 845-5001 x221 Email: rhandler@com-rec.com About Liftup Communities Liftup Communities, LLC (Chicago) is primarily engaged in renting and leasing real estate properties. The company is based in Chicago, Ill. Liftup Communities filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-14768) on Nov. 1, 2023, with $2,207,288 in assets and $895,450 in liabilities. Crystal Wilburn, manager, signed the petition. Judge Timothy A. Barnes oversees the case. J. Kevin Benjamin, Esq., at Benjamin Legal Services represents the Debtor as bankruptcy counsel. LIGADO NETWORKS: Gets $4.2-Bil. Debt Maturity Forbearance Extension ------------------------------------------------------------------- Reshmi Basu of Bloomberg News reports that Ligado Networks disclosed to some investors that it received another forbearance on about $4.2 billion of first-lien notes that matured on November 1, 2023, according to people with knowledge of the situation. The satellite company's reprieve has now been extended to January 15, 2023 from mid-November, said the people, who asked not to be identified discussing a private matter. The notes last changed hands for nearly 25 cents on the dollar on November 1, 2023, according to Trace data. About Ligado Networks Ligado Networks LLC operates as a special-purpose entity. The Company provides mobile satellite coverage, as well as develops innovative solutions that will accelerate 5G and IoT network deployments. LIMETREE BAY: S&P Lowers Senior Secured Term Loan Rating to 'CCC-' ------------------------------------------------------------------ S&P Global Ratings lowered its rating on Limetree Bay Terminals LLC's (LBT) senior secured term loan to 'CCC-' from 'CCC'. The recovery rating of '3' (50%-70%; rounded estimate 50%) is unchanged, indicating S&P's expectation of meaningful recovery in an event of default. The negative outlook reflects the potential for a default or distressed debt exchange within six months. LBT is a crude oil and refined product storage facility in St. Croix in the U.S. Virgin Islands. The facility consists of 184 tanks, with deep-water access to 11 docks including an offshore single point mooring buoy capable of loading and discharging vessels up to very large crude carriers size. The project has 28.0 million barrels (mmbbls) of in-service storage capacity. S&P expects LBT will face increasing refinancing pressure in the next six months because the project's $476 million (outstanding amount) term loan matures Feb. 15, 2024. S&P believes the issuer will likely default or arrange some form of distressed exchange in the next three months absent a material reversal in the level of contractedness or an equity injection. Although the project has been able to secure more contracts in recent months, it is unlikely to repay its TLB solely from its operating cash flow. In addition, given the current high rates, S&P believes the capital structure remains unsustainable in the near term and a distressed exchange appears more probable as the TLB approaches maturity. The negative outlook reflects S&P's expectation of a default or distressed debt exchange in the near term. The project's capital structure remains unsustainable over the long term in the absence of significant, near-term contracting activity at competitive rates for its unleased storage capacity. S&P would lower the rating if the project announces a distressed exchange. It will also lower the rating if the project misses an interest or amortization payment. S&P could revise the outlook to stable if the project generates cash flows that provide a sufficient buffer to meet debt service payments. This could happen if LBT obtains new, longer-term contracts for a meaningful portion of its unleased storage capacity at competitive rates. MALLINCKRODT PLC: Completes Financial Restructuring, Exits Ch. 11 ----------------------------------------------------------------- Mallinckrodt plc, a global specialty pharmaceutical company, on Nov. 14 disclosed that it has completed its financial restructuring, emerged from Chapter 11 following an expedited court-supervised process and completed the Irish Examinership Proceedings. Supported by an enhanced capital structure, Mallinckrodt will continue to focus on advancing its business across its portfolio and executing on recent and planned product launches. The Company has made meaningful recent progress to stabilize the business, including achieving year-over-year net sales growth for the second consecutive quarter and year-over-year adjusted EBITDA growth for the third quarter 2023. Recent highlights in Mallinckrodt's Specialty Brands portfolio include FDA acceptance of its Acthar(R) Gel (repository corticotropin injection) delivery device Supplemental New Drug Application submission, positive launch and adoption momentum for Terlivaz(R) (terlipressin) and a return to growth for Therakos(R) . The Company's Specialty Generics segment benefits from vertical integration and high-quality U.S.-based manufacturing plants that have supported strong growth. The Company also recently received three U.S. Food and Drug Administration abbreviated new drug application approvals in Specialty Generics, including lisdexamfetamine dimesylate capsules (generic form of Vyvanse(R) ). "Mallinckrodt has emerged from this process as a stronger company, better positioned to advance our strategic and operational initiatives and achieve long-term success," said Siggi Olafsson, President and Chief Executive Officer of Mallinckrodt. "With a balance sheet that is now aligned with our business priorities, we are moving forward with renewed energy to continue strengthening our execution and performance. Our top priority remains delivering therapies that improve outcomes for patients with severe and critical conditions." "This process over the last several months could not have been possible without the support of many stakeholders. We sincerely thank the Mallinckrodt teams for their dedication and continued commitment to serving our customers and patients during this process," Mr. Olafsson continued. "We also thank our patients, customers and partners for their unwavering trust in the business and our future. Finally, we appreciate the support of our financial stakeholders to enable Mallinckrodt's future success meeting patient needs." As a result of the restructuring process, Mallinckrodt reduced its total funded debt by approximately $1.9 billion and is moving ahead with ample liquidity to execute its strategic priorities. In addition, the Company has satisfied its obligations to the Opioid Master Disbursement Trust II (the "Trust") on terms agreed with the Trust, including through a $250 million payment made to the Trust prior to the Chapter 11 filing, among other consideration. Mallinckrodt will maintain its robust compliance and monitoring standards and continue operating in accordance with the Specialty Generics operating injunction under the oversight of an Independent Monitor, existing Acthar-related settlement conditions and Corporate Integrity Agreement. As contemplated by Mallinckrodt's plan of reorganization, ownership of the business transitioned to the Company's creditors and all of the Company's outstanding ordinary shares were extinguished at emergence. Board Appointments In connection with Mallinckrodt's emergence, a new Board of Directors is being appointed. Today the Company announced that David Stetson, Executive Chairman of Alpha Metallurgical Resources, and Jon Zinman, a Managing Director at Silver Point Capital, have been appointed to the Board, effective immediately. Mr. Olafsson is also continuing to serve as a director. The new Board will ultimately consist of seven members, and additional appointments, including Board Chair, will be forthcoming. Mr. Olafsson added, "Jon and David are highly experienced leaders who bring expertise in management, finance and corporate strategy, and I'm delighted to welcome them to the Board. We look forward to benefiting from their perspectives as we guide the Company into its next phase. We also thank our departing directors for their many contributions and service to Mallinckrodt." Advisors Latham & Watkins LLP, Wachtell, Lipton, Rosen & Katz, Arthur Cox LLP, Richards, Layton & Finger PA, and Hogan Lovells US LLP served as Mallinckrodt's counsel. Guggenheim Securities, LLC served as investment banker, and AlixPartners LLP served 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. MALLINCKRODT PLC: Releases Third Quarter 2023 Financial Results --------------------------------------------------------------- Mallinckrodt plc filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q and released its financial results for the third quarter ended September 30, 2023. Mallinckrodt plc's Third Quarter 2023 Financial Results include: * Net sales in the third quarter of 2023 were $497.0 million, as compared to $465.4 million in the third quarter of 2022. This reflects an increase of 6.8% on a reported basis and 6.6% on a constant currency basis. * The Company's Specialty Brands segment reported net sales of $286.2 million, as compared to $303.5 million in the prior year quarter, a decrease of 5.7% on a reported basis and 6.0% on a constant currency basis. This decline is primarily due to the impact of competition, including the loss of exclusivity for Amitiza® in the U.S., and continued pressure on overall specialty pharmaceutical spending. * Mallinckrodt's Specialty Generics segment reported net sales of $210.8 million, as compared to $161.9 million in the prior year quarter, reflecting an increase of 30.2% on a reported and constant currency basis. This increase is primarily due to growth in finished-dosage products as the broader market has experienced disruption in product quality and supply, coupled with the successful launch of lisdexamfetamine dimesylate capsules, used to treat attention-deficit/hyperactivity disorder (ADHD). * The Company recorded a net loss for the third quarter of $1,724.8 million, as compared to $284.9 million in the third quarter of 2022. This was driven primarily by the reorganization impacts of the Chapter 11 and liabilities management process and certain non-restructuring intangible asset impairments. * Mallinckrodt's Adjusted EBITDA in the third quarter was $180.6 million, as compared to $166.1 million in the third quarter of 2022, an increase of 8.7%. This increase is primarily due to strength in the Specialty Generics segment, growth in Therakos® and the launches of lisdexamfetamine dimesylate capsules and Terlivaz, partially offset by overall product mix. In addition, the Company continued to invest in the launch of Terlivaz, which was partially offset by other reductions in selling, general and administrative (SG&A) expenses and research and development (R&D) expenses as Mallinckrodt continues to improve its overall cost structure. * The Company incurred approximately $7.0 million of incremental compensation costs in the third quarter, and approximately $15.0 million year to date, related to the Chapter 11 process, for which no adjustment was made to Adjusted EBITDA. The Company expects to incur an incremental $15.0 million of compensation costs through emergence. * Adjusted gross profit as a percentage of sales was 66.3% for the third quarter of 2023, as compared to 66.2% for the third quarter of 2022. Commenting on the results, Siggi Olafsson, President and Chief Executive Officer, said, "Mallinckrodt's results underscore our relentless focus on stabilizing the business. While net loss increased, largely due to reorganization impacts, we achieved year-over-year revenue growth for the second consecutive quarter and year-over-year adjusted EBITDA growth. As a result of our continued commitment to executing on our strategic priorities and solid performance, we now expect to land near the top end of our prior full-year guidance ranges for both net sales and Adjusted EBITDA." "Our Specialty Generics business continued to deliver strong growth, reflecting the core strength of our vertically integrated business. With three FDA abbreviated new drug application approvals this quarter, including lisdexamfetamine dimesylate capsules (generic form of Vyvanse), we are proud of the role Mallinckrodt plays in addressing market supply shortages and delivering high-quality medicines that patients need. In Specialty Brands, we achieved a key regulatory milestone with FDA acceptance of our Acthar Gel (repository corticotropin injection) delivery device Supplemental New Drug Application (sNDA) submission. Our launch and adoption of Terlivaz (terlipressin) reflected further positive momentum in the medical community. While we continue to face headwinds from significant competitive pressures, our performance this quarter is another clear indicator of the tangible progress we have made." Mr. Olafsson continued, "The Chapter 11 proceedings we initiated in August will meaningfully enhance our financial foundation and better position the business for the future, and we are pleased the process is moving on an expedited basis, as anticipated. Our financial restructuring plan was approved by the U.S. Bankruptcy Court in early October, and we expect to complete the Examinership in Ireland and formally emerge from the restructuring process in the near term as a stronger organization." As of September 29, 2023, Mallinckrodt has $4.79 billion in total assets and $5.89 billion in total liabilities. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/4udt96uy 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. MATCON CONSTRUCTION: Wins Cash Collateral Access Thru Jan 2024 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Matcon Construction Services, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through January 12, 2024, the date of the final hearing. The Debtor requires the use of cash collateral to pay operating expenses. As previously reported by the Troubled Company Reporter, the Debtor's primary secured obligations are to Lake Michigan Credit Union. As of the petition Date, the Debtor owes LMCU approximately $2.1 million in the form of two different loans, an operating line of credit in the approximate amount of $1 million and a secured loan in the approximate amount of $1.1 million, secured by a blanket lien on all of the Debtor's assets. The Debtor also has an SBA Economic Injury Disaster Loan with an approximate balance of $2 million secured by substantially all of the Debtor's personal property. Based on the Debtor's initial review of UCC-1 filings, the SBA appears to have a second-position security interest in the Debtor's assets. The Debtor believes it owes additional secured debt to other secured creditors, which assert liens on the Debtor's vehicles and equipment: Approximate Balance as Creditor of Petition Date -------- ---------------------- American Indemnity $124,623.85 Ford Credit $48,259.17 GM Financial $64,201.87 Ford Credit $36,852.38 Wells Fargo $23,401.39 Wells Fargo $24,931.50 Balboa Capital $19,946.79 In an effort to carry the business through this downturn period, the Debtor turned to short-term funding sources with high cost of capital known as "merchant cash advance" funding, with various companies. The MCAs furthered the Debtor's economic problems as the MCA funders presented UCC demands to the Debtor's customers, effectively cutting off the Debtor's cash flow. The Debtor filed the case primarily to obtain relief from this financial pressure. As of the Petition Date, the Debtor owes these amounts to the MCAs, which the Debtor believe are all wholly unsecured: Approximate Balance MCA as of Petition Date --- ------------------- Intrepid Finance $465,116 Blue Vine $44,297 Libertas Fundi g $814,090 Fox Capital $37,200 Biz Fund $485,400 Proventure Capital $55,469 Reserve Capital $139,923 City Capital $109,672 Finova $81,429 Greentree $31,936 As additional adequate protection with respect to the MCAs' and other Lenders' interests in the Cash Collateral, the MCAs and other Lenders are granted a replacement lien in and upon all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity and priority that they held as of the Petition Date, subject to carve outs and subordination to the administrative claims set forth in the budget and US Trustee fees. Turnover of accounts receivable is subject to any purported liens by MCAs and other Lenders to the same priority, extent and validity as they existed prepetition, except to the extent of permitted uses and carve outs for administrative claims set forth in the budget and US Trustee fees, provided, for the avoidance of doubt, as to account debtors or Contract Parties that pay any obligations to the Debtor, those account debtors or Contract Parties will not be subject to payment to any of the MCAs or other Lenders for such obligations claimed owing by any of the MCAs or other Lenders or anyone else claiming to be an assignee under UCC 9-406, Florida Statute section 679.4061, or other applicable law. The Debtor will maintain insurance coverage for the collateral in accordance with the obligations under the loan and security documents. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=oB0lAC from PacerMonitor.com. The Debtor projects total cash disbursements, on a weekly basis, as follows: $34,900 for the week ending November 24, 2023; $75,000 for the week ending December 1, 2023; $309,900 for the week ending December 8, 2023; and $122,448 for the week ending December 15, 2023. About Matcon Construction Services, Inc. Matcon Construction Services, Inc. provides general contracting, solar solutions and development Services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00215) on January 20, 2023. In the petition signed by Derek Mateos, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Roberta A. Colton oversees the case. Scott Underwood, Esq., at Underwood Murray, P.A., represents the Debtor as counsel. MATTAMY GROUP: S&P Upgrades ICR to 'BB+', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating and its issue-level rating on Mattamy Group Corp. and its senior unsecured notes to 'BB+' from 'BB'. The recovery rating on the notes remains '3'. The stable outlook reflects S&P's forecast that Mattamy's debt to EBITDA will be below 2x for the next 24 months. A strong earnings performance and a higher sales backlog at the end of fiscal 2023 and into fiscal 2024 will help ensure what it assumes will be consistent leverage levels. S&P said, "We believe Mattamy will maintain debt to EBITDA of below 2x over the next 24 months. We forecast EBITDA interest coverage of 10x-11x by the end of fiscal 2024 based on the company's S&P Global Ratings-adjusted debt of approximately $2 billion. We forecast the company will generate EBITDA of $1.1 billion-$1.2 billion in fiscal 2024 and 2025. "We expect its margins to decline approximately 150-200 basis points compared with fiscal 2023 (ended May 2023) due to continued pressure for affordability. However, Mattamy has retained the ability to generate size and leverage metrics commensurate with a 'BB+' rating. As macroeconomic uncertainty subsides and demand for housing maintains a reasonable pace, we expect the company to maintain its current operating performance, which will decrease its S&P Global Ratings-adjusted debt to EBITDA below the 2x area. "We expect Mattamy will finish fiscal 2024 with slightly more than 8,000 home closings and forecast closings will be stronger than the first half of fiscal 2024. Mortgage rates are stabilizing after the significant jump through the first half of calendar 2023 as buyers acclimate to higher interest rates. Additionally, we expect housing starts of about 1.4 million in 2023 and 1.4 million in 2024 (compared with 1.3 million we previously forecast) as recessionary fears in the U.S. economy dissipate. Homebuilders have also continued their incentive programs in the U.S., leading to more normal cancellation rates." Canadian cancellation rates remain approximately 1%, as Canadian housing fundamentals lead to lower historical cancellations rates. Stronger housing demand since the start of 2023 coupled with a limited resale market will likely enable similar overall sales and home constructions in 2024. The 30-year conventional fixed-rate mortgage is currently in the mid- to high-7% range and S&P expects it to decline to the 6.5% area for 2024. S&P said, "The company has managed to decrease average construction cycle times and continued its use of incentives, and we project overall macroeconomic demand will remain flat. Therefore, we expect its gross margins to fall slightly toward pre-COVID-19-pandemic levels. This, along with the continued Canadian backlog, results in approximately 5% more homes closed than in fiscal 2023. We also anticipate a deceleration of home price appreciation to about 7%, which, when combined with higher closings, will increase total revenues approximately 10%. We expect its S&P Global Ratings-adjusted EBITDA margin to decrease to the 18%-19.5% area in fiscal 2024 and 2025. "The stable outlook reflects our forecast that Mattamy's debt to EBITDA will be below 2x for the next 24 months. Its stronger earnings performance and a higher sales backlog at the end of fiscal 2023 and into fiscal 2024 will help ensure what we assume will be consistent leverage levels. It will finance spending this year for new communities beyond 2023 via operating cash flows, with S&P Global Ratings-adjusted debt unchanged at $2 billion until its bonds mature. "We could lower our rating on Mattamy to 'BB' within the next 12 months if its debt to EBITDA rises above 2x on a sustained basis. This could occur if the company's EBITDA deteriorates below $1.0 billion without a foreseeable recovery." Although unlikely, S&P could raise the rating within the next 12 months to 'BBB-' if: -- The company sustains debt to EBITDA below 1.5x to account for potentially weaker earnings in a cyclical downturn; or -- Mattamy continues enhancing the scale of its homebuilding operations while maintaining our expectations of margin improvement that compares favorably with peers. S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of Mattamy. The company is subject to various local, state, and federal statutes, ordinances, rules, and regulations concerning health and environmental protection. We view Mattamy's ESG exposure as broadly in line with industry peers." MEDIAMATH HOLDINGS: Reaches $14-Mil. Settlement with PR Firm ------------------------------------------------------------ Bankrupt digital advertising company MediaMath told a Delaware bankruptcy court Thursday, Nov. 16, 2023, that it had reached a settlement with a French advertising and PR firm Havas Media Group USA, LLC, a business entity with offices located at 29/30 quai Dion Bouton, Puteaux 92817, France. Pursuant to the settlement, the Debtor expects to recover over $14 million, around 82% of what it's owed on the account. About MediaMath Holdings MediaMath Holdings, Inc., develops and delivers digital advertising media and data management technology solutions to advertisers. MediaMath Holdings sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30, 2023. In the petition signed by Neil Nguyen, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. As of the Petition Date, the Debtors had about $95 million of first lien funded debt. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP as legal counsel, FTI CONSULTING, INC. as financial advisor, and EPIQ CORPORATE RESTRUCTURING, LLC as claims and restructuring agent. MISSISSIPPI CENTER: Seeks to Hire Alexander CPA as Expert Witness ----------------------------------------------------------------- Mississippi Center for Advanced Medicine, P.C. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Alexander CPA LLC. The firm will act as an expert witness in connection with: a. the trial of the motion of the University of Mississippi Medical Center to dismiss bankruptcy case filed by the University of Mississippi Medical Center; b. the Debtor's Subchapter V Plan of Reorganization and the Debtor's First Addendum to Subchapter V Plan of Reorganization; and Th c. the University of Mississippi Medical Center's expedited motion to temporarily allow Claim No. 8 Under Fed. R. Bankr. P. 3018(a). The firm will bill these hourly rates: Shareholder $425 Senior Manager $365 Manager $335 Supervisor $295 Senior Associate $260 Associate $235 Accounting Specialist $190 Paraprofessional $160 Alexander CPA will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Alexander, a shareholder of Alexander CPA, 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. Alexander CPA can be reached at: Robert H. Alexander, CPA ALEXANDER CPA, LLC 1501 Lakeland Drive, Suite 350 Jackson, MS 39216 Phone: (601) 326-1041 Email: robert@alexander.cpa About Mississippi Center for Advanced Medicine, P.C. Mississippi Center for Advanced Medicine, P.C. is a healthcare organization in Mississippi that integrates subspecialty care, clinical pharmacy services, and care coordination for patients with pediatric, congenital, and maternal fetal disorders. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21, 2023, with $1 million to $10 million in both assets and liabilities. Greta Brouphy, Esq., a partner at Heller, Draper and Horn, LLC, has been appointed as Subchapter V trustee. Judge Jamie A. Wilson oversees the case. The Debtor tapped Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC as bankruptcy counsel; Priester Law Firm, PLLC, Bradley Arant Boult Cummings, LLP and Brunini, Grantham, Grower & Hewes, PLLC as special counsels; and Haddox Reid Eubank Betts, PLLC as accountant. Priester Law Firm, PLLC, and Bradley Arant Boult Cummings, LLC as special counsels. MISSISSIPPI CENTER: Seeks to Hire Whitley Penn as Expert Witness ---------------------------------------------------------------- Mississippi Center for Advanced Medicine, P.C. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Whitley Penn LLP as expert witness. The firm will act as an expert witness in connection with: a. the trial of the motion of the University of Mississippi Medical Center to dismiss bankruptcy case filed by the University of Mississippi Medical Center; b. the Debtor's Subchapter V Plan of Reorganization and the Debtor's First Addendum to Subchapter V Plan of Reorganization; and c. the University of Mississippi Medical Center's expedited motion to temporarily allow Claim No. 8 Under Fed. R. Bankr. P. 3018(a). The firm's billing rates range from $160 to $575 per hour. Whitley Penn will also be reimbursed for reasonable out-of-pocket expenses incurred. A fee of $950 will be charged to the account to recover technology-related costs. The firm received a retainer in the amount of $5,000. Justin Blok, a partner at Whitley Penn, 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 through: Justin Blok Whitley Penn LLC 3737 Buffalo Speedway, Suite 1600 Houston, TX 77098 Phone: (713) 621-1515 Email: Justin.Blok@whitleypenn.com About Mississippi Center for Advanced Medicine, P.C. Mississippi Center for Advanced Medicine, P.C. is a healthcare organization in Mississippi that integrates subspecialty care, clinical pharmacy services, and care coordination for patients with pediatric, congenital, and maternal fetal disorders. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21, 2023, with $1 million to $10 million in both assets and liabilities. Greta Brouphy, Esq., a partner at Heller, Draper and Horn, LLC, has been appointed as Subchapter V trustee. Judge Jamie A. Wilson oversees the case. The Debtor tapped Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC as bankruptcy counsel; Priester Law Firm, PLLC, Bradley Arant Boult Cummings, LLP and Brunini, Grantham, Grower & Hewes, PLLC as special counsels; and Haddox Reid Eubank Betts, PLLC as accountant. Priester Law Firm, PLLC, and Bradley Arant Boult Cummings, LLC as special counsels. MISSISSIPPI CENTER: Seeks to Tap Matthews Cutrer as Expert Witness ------------------------------------------------------------------ Mississippi Center for Advanced Medicine, P.C. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Matthews Cutrer and Lindsay, P.A. The firm will act as an expert witness in connection with: a. the trial of the motion of the University of Mississippi Medical Center to dismiss bankruptcy case filed by the University of Mississippi Medical Center; b. the Debtor's Subchapter V Plan of Reorganization and the Debtor's First Addendum to Subchapter V Plan of Reorganization; and c. the University of Mississippi Medical Center's expedited motion to temporarily allow Claim No. 8 Under Fed. R. Bankr. P. 3018(a). The firm will charge $425 per hour for its services. H. Kenneth Lefoldt, Jr., a staff at Matthews, 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 through: H. Kenneth Lefoldt, Jr., CPA Matthews, Cutrer & Lindsay, P.A. 1020 Highland Colony Parkway, Suite 500 Ridgeland, MS 39157 Tel: (601) 898-8875 Fax: (601) 898-2983 About Mississippi Center for Advanced Medicine, P.C. Mississippi Center for Advanced Medicine, P.C. is a healthcare organization in Mississippi that integrates subspecialty care, clinical pharmacy services, and care coordination for patients with pediatric, congenital, and maternal fetal disorders. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21, 2023, with $1 million to $10 million in both assets and liabilities. Greta Brouphy, Esq., a partner at Heller, Draper and Horn, LLC, has been appointed as Subchapter V trustee. Judge Jamie A. Wilson oversees the case. The Debtor tapped Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC as bankruptcy counsel; Priester Law Firm, PLLC, Bradley Arant Boult Cummings, LLP and Brunini, Grantham, Grower & Hewes, PLLC as special counsels; and Haddox Reid Eubank Betts, PLLC as accountant. Priester Law Firm, PLLC, and Bradley Arant Boult Cummings, LLC as special counsels. MRS. BUSY BEE: Amends Unsecured Claims Pay Details -------------------------------------------------- Mrs. Busy Bee Air Conditioning and Heating, LLC, submitted a First Amended Plan of Reorganization dated November 9, 2023. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Class 3 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $27,000.00. Payments will be made in equal quarterly payments of $2,250.00. Payments shall commence on the fifteenth day of the month, on the first month that begins more than fourteen days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of class 3 claims shall be paid directly by the Debtor. If the Debtor defaults in making a quarterly payment and fails to cure the payment default before the following quarter's payment is due, then the Debtor shall liquidate nonexempt assets to pay the holders of allowed unsecured claims. Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, Debtor proposes to pay unsecured creditors a pro rata portion of its projected Disposable Income. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the April 30, 2024, shall continue yearly for two additional years on April 30. The initial projected annual payment shall be $1,885.22; however, the Debtor may have disposable income during the life of the Plan depending on future business. Holders of class 3 claims shall be paid directly by the Debtor. If the Debtor defaults in making a quarterly payment and fails to cure the payment default before the following quarter's payment is due, then the Debtor shall liquidate nonexempt assets to pay the holders of allowed unsecured claims. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the First Amended Plan dated November 9, 2023 is available at https://urlcurt.com/u?l=IB8jfD from PacerMonitor.com at no charge. Counsel for Debtor: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 Email: jeff@bransonlaw.com E-mail: jacob@bransonlaw.com About Mrs. Busy Bee Air Conditioning and Heating Mrs. Busy Bee Air Conditioning and Heating, LLC, provides residential and commercial HVAC services in Orlando, Fla., and the surrounding areas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02139) on May 31, 2023, with up to $100,000 in assets and up to $500,000 in liabilities. Esther M. De La Torre, managing member, signed the petition. Judge Tiffay P. Geyer oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's legal counsel. NAB HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B+' ICR -------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on U.S.-based payment processing solutions provider NAB Holdings LLC (NAB), including the 'B+' issuer credit rating, and revised its outlook to positive from stable. S&P said, "The positive outlook reflects our view that NAB's performance will support reduced leverage to the low-3x area under our base case, which we believe would provide ample room to pursue acquisitions without spiking leverage above 4x. Our base case assumes the company will continue making modest accretive acquisitions in the future, refraining from major shareholder dividends." NAB's strong performance and reduced mergers and acquisitions (M&A) activity have strengthened current credit metrics beyond levels we typically expect at the current rating. NAB's revenues increased 14.3% and 13.7%, for the three and nine-month periods ending Sept. 30, 2023, respectively, compared to the same periods a year ago. Higher proportions of revenue from value-added services, including cash-discount products and virtual terminals contributed to this growth. These revenue increases were further supported by increased take rates (fees charged per dollar of transactions processed) and helped offset lower processing volumes and reduced ticket sizes. Increased proportions of these value-added revenues, which are margin accretive, also fueled gross profit expansion. However, to accelerate growth, the company incurred increased residual and selling, general, and administrative expenses (SG&A), which caused S&P Global Ratings-adjusted EBITDA margins to contract by about 80 basis points (bps) and 130 bps to 36.2% and 34.5% during these three and nine-month periods, respectively. Still, on an absolute basis, S&P Global Ratings-adjusted EBITDA increased by approximately $8.7 million and $10.5 million over the same time periods to reach $83 million and $223.6 million, respectively. Through continued EBITDA growth, NAB's leverage declined to 3.5x in September 2023 from 4.0x in September 2022. NAB has retained a good portion of the $115 million of free cash flow it generated over the first nine months of the year due to a lack of M&A activity throughout the year, bolstering its cash balances. S&P said, "We project NAB's operating performance will support incremental improvement in credit metrics over the next 12 months. Merchant acquirers have benefitted from secular growth in digital payments over recent years, and we believe this trend will continue to support good revenue growth over the next year. Under our base-case forecast, we project leverage will be further reduced to 3.4x in 2023 and 3.0x in 2024 due to double-digit revenue growth and EBITDA margins holding in the 34.5% area. Despite our expectation of EBITDA margin declining slightly due to rising costs of labor and sales partners, we still anticipate strong top-line growth will lead to overall EBITDA growth. Even with interest expense increasing due to rising rates, after modest capital expenditures (capex) the company will likely generate free operating cash flow (FOCF) to debt in the mid-double-digit percentage area. We believe continued cash flow generation and EBITDA growth into 2024 will provide sufficient cushion for modest dividends and acquisitions in the coming year while still maintaining leverage under 4x." NAB's sensitivity to economic conditions, levels of consumer spending, and capital allocation priorities represent potential risks that could undermine these expectations. NAB is particularly sensitive to external factors beyond its control due to the transactional nature of its revenues and the correlation of demand to consumer spending, consumer confidence, and shifts in consumer purchasing habits. Its customer base is also significantly weighted predominantly to small and mid-size businesses (SMBs), which S&P believes lack scale and have limited financial resources. In a deteriorating economy, S&P would expect to see reduced revenue, and potentially a higher rate of closure among these merchants. This makes NAB more susceptible to customer churn, which, despite the company having a highly variable cost structure, could yield decreased operating leverage and pressure profitability. NAB also has a history of pursuing an acquisitive growth strategy, despite the muted activity as of late. In the 15 months from October 2021 to January 2022, it spent approximately $438 million on three acquisitions which were mostly debt funded. It also raised incremental debt to partially fund a $152 million special dividend to its founder and controlling shareholder; as an S-corporation, NAB also makes ongoing dividend payments to its founder to cover pass-through taxes. While S&P's base continues to assume modest levels of acquisition activity and dividend payments, and despite the capacity offered by cash balances and credit metrics to pursue these initiatives, an unexpectedly large dividend or a debt-heavy acquisition could increase leverage and undermine our expectations for continued deleveraging. S&P said, "However, we believe NAB can compensate for these risks by maintaining profitability and extending its track record of adhering to conservative financial policies. We believe secular growth in digital payments trend could support operating performance during a downturn." If the company were to sustain margins at or near their current mid-30% area during a more challenging market, this would further substantiate their ability to maintain margin stability. NAB could also show capability of sustaining its S&P Global Ratings-adjusted leverage below 4.0x by demonstrating financial discipline while pursuing tuck-in acquisitions over the coming year or by generating cash flow and expanding leverage capacity such that S&P believes there is a greater capacity and cushion against potential impacts from using leverage to fund its capital allocation priorities. S&P said, "The positive outlook reflects our view that NAB's performance will support reduced leverage to the low-3x area under our base case, which we believe would provide ample room to pursue acquisitions without spiking leverage above 4.0x. Our base case assumes the company will continue making modest accretive acquisitions in the future, refraining from major shareholder dividends. "Governance factors are a moderately negative consideration in our credit rating analysis of NAB because the company is wholly owned by its founder, which exposes it to key-man risk." NASHVILLE SENIOR: No Resident Complaints, PCO Report Says --------------------------------------------------------- Terri Cantrell, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Middle District of Tennessee her first report concerning the quality of resident care provided to the residents of Nashville Senior Care, LLC and its affiliates. In the report which covers the period August 23 to October 25, the PCO observed the facility with the assistance of her designee Samantha Kotz, the District Ombudsman Manager for the South Central District. Ms. Kotz personally visited the administrator, staff and residents of The Palms of Sebring ALF on August 8. The ombudsman spoke with 15 residents and noted that no concerns were voiced by residents. Ms. Kotz personally visited the administrator, staff, and residents of The Palms of Sebring NH on September 20. The ombudsman interviewed 13 residents. The ombudsman did not note any resident complaints and did not recall receiving any negative comments from residents. The resident representatives interviewed by Ms. Kotz reported no complaints about medical services or medications. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=zC9fQl from PacerMonitor.com. About Nashville Senior Care Nashville Senior Care, LLC and affiliates are comprised of five senior living communities and one Medicare-certified home health agency affiliated with the Trousdale Foundation. All of the real estate associated with the senior living communities is owned by the Debtors. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on Aug. 14, 2023. In the petitions signed by Thomas Johnson, executive director, Nashville Senior Care disclosed $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Marian F. Harrison oversees the cases. The Debtors tapped McDonald Hopkins LLC as general bankruptcy counsel; EmergeLaw, PLC as co-counsel; and Houlihan Lokey Capital, Inc. as investment banker. Stretto, Inc. is the notice, claims and balloting agent. On Aug. 31, 2023, the U.S. Trustee for Region 8 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Womble Bond Dickinson (US), LLP and Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors, LLC as financial advisor. Terri Cantrell is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. NATHAN'S FAMOUS: S&P Affirms 'B' ICR, Alters Outlook to Positive ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on New York-based Nathan's Famous Inc. and revised the outlook to positive. S&P said, "At the same time, we raised our issue-level rating on the company's senior secured notes to 'BB-' from 'B' following partial early redemptions, the latest of which occurred on Nov. 14, 2023. These have improved recovery prospects, and we raised the recovery rating to '1' from '3', reflecting very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. "The positive outlook reflects our view that the company's leverage will remain low, and absent a deleveraging event over the next 12 months, we could raise our ratings if the company sustains EBITDA interest coverage above 3x and continues to generate positive free cash flow." The positive outlook revision reflects Nathan's low leverage from debt reduction and stable operating performance. The company's licensing contract with John Morell & Co. (a subsidiary of Smithfield) continues to perform well despite volume challenges. Nathan's licensing business primarily services essential retailers who benefited from COVID-19-related shutdowns during the peak of the pandemic. Nathan's licensing revenue continues to grow as price increases to end consumers are proportionally passed through to the company under the company's licensing agreement. In addition, this channel is highly profitable and generates very healthy free cash flow and repay debt. The company just announced a $20 million voluntary prepayment on its secured notes due in 2025. As a result, we now expect leverage to be close to 2x by the end of calendar year 2023. S&P continues to expect Nathan's licensing segment profitability to remain stable going forward. S&P said, "Despite licensing only generating approximately 25% of the company's total revenue, we expect this segment represents approximately 75% of Nathan's EBITDA and will offset temporary margin pressure in the company's branded products segment. That segment is under high inflationary cost pressure related to beef trimmings. As a result, its EBITDA margin contracted 200-300 basis points over the last quarter. Although we believe the margin pressures will continue through the end of the fiscal year, we expect the company will pass through the cost increases to its customers, albeit with a several-month lag until price increases to branded partners take hold. "We could upgrade Nathan's if it can sustain its current low leverage, but only if interest coverage remains manageable and the company does not pursue a releveraging event in the future. "The company has steadily repaid debt over the last two years and reduced leverage close to 2x. We now believe there is an increased possibility the company will continue to operate with low leverage. Its only debt outstanding is its $60 million 2025 secured notes, which will become current in November 2024. "We believe the company will proactively look to refinance this maturity before it becomes current in a leverage-neutral transaction. Doing so could support a higher rating if the interest costs are not overly burdensome because of the current higher rate environment. We also recognize that the company has operated with leverage closer to 5x in the past, and we will continue to monitor whether the company increases leverage as it addresses its future refinancing needs. "The positive outlook reflects our view that Nathan's leverage will remain below 3x. Absent a releveraging event over the next 12 months, we could raise our ratings if the company sustains EBITDA interest coverage above 3x and continues to generate positive free cash flow." S&P could raise its ratings if Nathan's sustains EBITDA interest coverage above 3x. This could occur if: -- The company does not pursue a material debt-funded shareholder return or dividend over the next 12 months; -- The company successfully refinances its 2025 maturities at interest rates commensurate with a 3x coverage ratio; and -- Its operating performance remains stable with S&P Global Ratings-adjusted EBITDA margins of about 25%. S&P could revise its outlook back to stable if Nathan's cannot sustain EBITDA interest coverage above 3x and generate positive free cash flow. This could occur if: -- It cannot cost effectively refinance it debt; -- It undertakes a debt-funded shareholder return or acquisition; or -- Its operating performance deteriorates, possibly because of an unexpected disruption in its licensing agreement with John Morell & Co. NESV ICE: Court OKs Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, authorized NESV Ice, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. Ice requires the use of the cash collateral to preserve its operations and the value of its assets. SHS ACK, LLC asserts a security interest in Ice's property, including the cash proceeds thereof, and Ice's deposit accounts. The Court held that, as adequate protection, SHS is granted replacement liens in and to all property of the kind presently securing the prepetition obligations of Ice to SHS. The Replacement Liens will only attach to and be enforceable against the same types of property, to the same extent, and in the same order of priority as existed immediately prior to the Petition Date. Ice is directed to pay the City of Attleboro real estate taxes and other municipal charges as they become due postpetition, as well as interest on prepetition amounts. In addition, Ice will maintain its insurance policies and remain current postpetition on any premiums that must be paid. Ice's authority to use cash collateral will terminate upon the occurrence of any of these events, unless waived by SHS in writing: a. Default by Ice in reporting the information, if such default will remain uncured for three business days following written notice from SHS to Ice; b. Reversal, vacatur, or modification of the Eighth Interim Order; or c. Dismissal of the case or conversion of Ice's case to Chapter 7. A continued hearing on the matter is set for February 1, 2024 at 11 a.m. A copy of the Court order and the Debtors' budget is available at https://urlcurt.com/u?l=TrEuMG from PacerMonitor.com. The budget provided for total cash disbursements, on a weekly basis, as follows: $300 for the week ending November 24, 2023; $34,736 for the week ending December 1, 2023; $2,275 for the week ending December 8, 2023; $102,452 for the week ending December 15, 2023; and $300 for the week ending December 22, 2023. About NESV Ice, LLC NESV Ice, LLC and affiliates NESV Swim, LLC, NESV Field, LLC, NESV Hotel, LLC, NESV Tennis, LLC, NESV Land, LLC, and NESV Land East, LLC, offer fitness and sports training services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 21-11226) on August 26, 2021. The petitions were signed by Stuart Silberberg as manager. Judge Christopher J. Panos oversees the case. William McMahon, Esq., at Downes McMahon LLP is the Debtor's counsel. NEXT BIG THING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: The Next Big Thing, LLC 5618 Poppleton Ave Omaha, NE 68106 Chapter 11 Petition Date: November 20, 2023 Court: United States Bankruptcy Court District of Nebraska Case No.: 23-80951 Judge: Hon. Thomas L. Saladino Debtor's Counsel: Patrick Patino, Esq. PATINO KING LLC 12020 Shamrock Plaza Suite 200 Omaha, NE 68154 Tel: (402) 401-4050 Email: patrick@patinoking.com Total Assets: $1,358,993 Total Debts: $2,748,155 The petition was signed by Michael Howard as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3II4MRQ/The_Next_Big_Thing_LLC__nebke-23-80951__0001.0.pdf?mcid=tGE4TAMA NEXTPLAY TECHNOLOGIES: Fail to Meet Nasdaq's Minimum Bid Price -------------------------------------------------------------- NextPlay Technologies, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchance Commission that on Nov. 1, 2023, the Company received a Notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying the Company that, because the closing bid price for the Company's common stock was below $1 per share for 30 consecutive trading days, the Company is not currently in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2). The notification has No immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market, and, therefore, the Company's listing remains fully effective. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from November 1, 2023, or until April 29, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before April 29, 2024, the closing bid price of the Company's common stock closes at or above $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved. If the Company does not regain compliance during the compliance period ending on April 29, 2024, then Nasdaq may grant the Company a second 180 calendar day grace period to regain compliance, provided the Company (i) meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, other than the minimum closing bid price requirement, and (ii) the Company notifies Nasdaq of its intent to cure the deficiency. The Company intends to continue actively monitoring the closing bid price for the Company's common stock between now and April 29, 2024, and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180 day compliance period, secure a second period of 180 calendar days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay reported a net loss of $40.41 million for the year ended Feb. 28, 2022, compared to a net loss of $1.63 million for the period from March 6, 2020 to February 28, 2021. As of Nov. 30, 2022, the Company had $103.85 million in total assets, $57.90 million in total liabilities, and $45.95 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 17, 2022, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. NMN HOLDINGS III: Moody's Affirms B3 CFR & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service affirmed the ratings of NMN Holdings III Corp. ("Numotion") including its B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B2 of its backed senior secured first lien revolving credit facility, backed senior secured first lien term loan and backed senior secured first lien delayed draw term loan ratings. The outlook is revised to stable from negative. The rating affirmation reflects Numotion's elevated but improving leverage at 5.6x as of September 30, 2023, down from 7.2x as of June 30, 2022. Numotion continues to see strong order demand given the essential nature of its products to its clients. Numotion has not only been able to convert its backlog, but the backlog has continued to grow as demand volumes increased. While the company still faces some inflationary pressures, including rising interest rates, labor pressures have stabilized and many of the supply chain challenges the company endured in 2022 have eased. Moody's expects Numotion will be able to maintain good liquidity but may be reliant on the revolver for working capital needs as it continues to address its backlog. The stable outlook incorporates Moody's expectation of mid single-digit earnings growth, moderate financial leverage, and an improved liquidity profile as Numotion continues to use its free cash flow to repay its revolver balance. RATINGS RATIONALE Numotion's B3 CFR reflects its narrow business profile as a provider of complex wheelchairs and related accessories to adult and pediatric end-users with permanent ambulatory disabilities. The rating also reflects Numotion's elevated financial leverage with gross debt/EBITDA of 5.6x as of September 30, 2023. Moody's expectation of mid single-digit earnings growth, an improved product mix and higher reimbursement will result in financial leverage declining below 5.0 times over the next 12-18 months. The company's ratings benefit from its position as a leader in its markets. The company has the largest network of skilled assistive technology professionals which is a competitive advantage. Moody's expects Numotion to maintain good liquidity, given the company's $50 million backed senior secured first lien revolving credit facility has about $15 million drawn as of September 30, 2023, and expires in August 2025. Moody's anticipates that the company will generate roughly $20 million of cash after capital expenditures in 2024. The revolver has a springing maximum 8.0x first lien net leverage covenant when usage exceeds 40% of backed senior secured first lien revolving credit facility commitments. Moody's does not anticipate the test will be triggered and expect that the company will have ample cushion even if tested. The B2 ratings on the first lien credit facilities reflect the level of senior debt in the capital structure. Numotion's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. Numotion's governance risk considerations (G-4) reflect the company's aggressive financial strategy and risk management resulting from ownership and control by private equity sponsors. Additionally, Numotion has exposure to social risks (S-4) which are mainly associated with human capital risks due to its specialized labor force. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company maintains good liquidity with sustained positive free cash flow generation, and improved profitability. Quantitatively ratings could be upgraded if debt/EBITDA is sustained below 6.0 times. Additionally, ratings could be upgraded if the company maintains a leading market share with good organic growth profile and balanced financial policies. Ratings could be downgraded if the company's profitability deteriorates and pressure on sales and operating margins, as a result of supply chain challenges and labor pressures, increase. The company's ratings could also be downgraded if there is further deterioration in liquidity, and persistent negative free cashflow. NMN Holdings III Corp. ("Numotion") is a leading provider of complex rehabilitation technology mobility solutions in the US. These include complex wheelchairs and related products and accessories to adult and pediatric end users with permanent ambulatory disabilities. Revenue was $830 million as of September 30, 2023. The company is owned by affiliates of AEA Investors LP and co-investors. The company is privately held with limited financial data publicly available. The principal methodology used in these ratings was Medical Products and Devices published in October 2023. NORTHERN DELIGHT: Steven Rayman of CBH Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Steven Rayman, Esq., at CBH Attorneys & Counselors, as Subchapter V trustee for Northern Delight, LLC. Mr. Rayman will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Rayman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Steven L. Rayman, Esq. CBH Attorneys & Counselors 141 E. Michigan Ave. #301 Kalamazoo, MI 49007 Phone: 269-345-5156 Email: slr@cbhattorneys.com About Northern Delight Northern Delight, LLC, a company in Maple City, Mich., filed Chapter 11 petition (Bankr. W.D. Mich. Case No. 23-02538) on Nov. 1, 2023, with $1 million to $10 million in both assets and liabilities. Bryan Cloninger, member, signed the petition. Judge James W. Boyd oversees the case. Jeffrey C. Alandt, Esq., at the Law Office of Jeffrey C Alandt represents the Debtor as bankruptcy counsel. OLYMPIC HOLDINGS: Trustee Taps LA Luxuries as Real Estate Broker ---------------------------------------------------------------- Arturo Cisneros, Chapter 11 trustee of Olympic Holdings, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Jordan Pollock of LA Luxuries Agency as its real estate broker. Mr. Pollock will market and sell the Debtor's property located at 823 N. Citrus Ave., Los Angeles, CA 90038 at 4 percent sales commission. Mr. Pollock assured the court that he is a disinterested person as defined in 11 U.S.C. Sec. 101(14). Mr. Pollock can be reached at: Jordan Pollock LA Luxuries Agency 333 S Beverly Dr #104 Beverly Hills, CA 90212 Phone: 323-238-5225 About Olympic Holdings Olympic Holdings, LLC is a company in South Gate, Calif., which acts as lessor of buildings used as residences or dwellings. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-15520) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Mark Abbey Slotkin, manager, oversees the case. Judge Neil W. Bason oversees the case. Jon H. Freis, Esq., at the Law Offices of Jon H. Freis represents the Debtor as legal counsel. PERSONALIZED HEALTH: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized Personalized Health Solutions, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to pay wages and salaries and for payment of all other ongoing operating expenses. Principal, Kerry Gustafson started Personalized Health Solutions as a solo practitioner in March 2012. Ms. Gustafson is dual credentialed as a certified athletic trainer and a licensed massage therapist. Through 2014 PHS operated out of space located in the Bellingham Herald Building after which the company was rebranded as Prime Massage and Sports Medicine and relocated to a small office rented from Erik DeRoche, owner of Performance Health Northwest. In 2018, the company obtained SBA financing and moved to its current location at 1704 N. State Street, Bellingham, WA 98225. Prime is housed in a 6,000 sq. ft. building in Bellingham Washington. Using SBA funds, prior to opening in 2018, Prime completed an extensive buildout of the leasehold to accommodate the growing business. During the remodel, the company faced contractor overruns which placed a higher than anticipated burden on the company finances. The company opened in the new lease space in October 2018 and had increasing sales during its first year of operation in 2019. When the COVID pandemic began in early 2020 the company was under state mandates for social distancing, isolation protocols and closure orders. In March of 2020 they immediately placed all 12 employees on standby. During the pandemic shutdown, both principals ran the business. All in-person fitness classes were canceled, and the company began offering online virtual classes which did not prove to be financially successful. Following the shutdown, the company has continued to operate but has been unable to effectively manage its debt. Based on a review of loan documents and a search of the Washington State Department of Licensing, performed on September 29, 2023, and again on October 16, 2023, the Debtor has identified 2 filer creditors, including SaviBank and U.S. Small Business Administration. As adequate protection for the Debtor's use of the cash collateral, the Court grants the parties with an interest in cash collateral replacement liens in the Debtor's postpetition cash, accounts receivable and inventory, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by the secured creditors as of the petition date, to the extent that any cash collateral of the secured creditors are actually used by the Debtor. The Debtor's authority to use cash collateral will terminate on the date when one or more of the following conditions has occurred or has been met: a. February 18, 2024; b. The Court enters an order converting the case under Chapter 7 of the Bankruptcy Code, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; c. The Court enters an order appointing or electing a trustee, examiner or any other similar entity with expanded powers. d. The Court enters an order dismissing the case, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; e. The Court enters any order that stays, modifies, or reverses the Final Order. f. Confirmation of the Debtor's plan, whichever is sooner. A copy of the order is available at https://urlcurt.com/u?l=EWAtcD from PacerMonitor.com. About Personalized Health Solutions, LLC Personalized Health Solutions, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11971-CMA) on October 16, 2023. In the petition signed by Kerry Gustafson, managing member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. PJ TRANS: Court OKs Cash Collateral Access Thru Dec 19 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized PJ Trans, Inc. to use cash collateral on an interim basis through December 19, 2023, in accordance with the budget and the August 8, 2023 Order. As previously reported by the Troubled Company Reporter, before the Petition Date, on January 27, 2015, the Debtor entered into a Factoring Agreement with RTS Financial Service, Inc. Pursuant to the Pre-Petition Factoring Agreement, the Debtor routinely sold its accounts receivable from a portion of its business to RTS. To secure the obligations under the Pre-Petition Factoring Agreement, the Debtor granted RTS a security interest in all of the Debtor's assets including but not limited to all accounts and all proceeds and monies due on accounts, which includes cash collateral. This security interest was properly perfected and constituted a first-priority lien on the Pre-Petition Collateral. The Debtor filed for bankruptcy without finalizing agreements for post-petition arrangements, cash collateral usage, or debtor-in-possession financing. However, in order to prevent disruption to the Debtor's business, RTS provided factoring services based on the terms of the Pre-Petition Factoring Agreement. This included purchasing $101,104 of the Debtor's accounts receivable on July 21, 2023, advancing $74,000 from the Debtor's reserve account on July 26, and purchasing an additional $101,499 of accounts receivable on July 28, 2023. The Debtor has agreed to repay the $74,000 advance from the reserve account through weekly payments from post-petition purchases by August 11, 2023. The Debtor is also allowed to offset pre or post-petition receivables from post-petition factoring services according to the terms of the Pre-Petition Factoring Agreement and Post-Petition Factoring Agreement. RTS was willing to continue the factoring arrangement post-petition on the terms outlined in the Motion and in the terms of the Factoring Agreement dated July 26, 2023. Under the terms of the Pre-Petition Factoring Agreement and the Post-Petition Factoring Agreement, RTS was granted an ownership interest in the purchased accounts and a security interest in the collateral set out in Section 4.1 of the factoring agreement. The Debtor has not identified any other creditors that appear to hold a security interest in the cash collateral. The Debtor wished to implement the Post-Petition Factoring Agreement with RTS on a post-petition basis, retroactive to the Petition Date. If the Factoring Agreement is approved by the Court, the Debtor will sell its accounts to RTS, and the funds obtained from the sale of such accounts will be used to fund the ongoing expenses of the Debtor's bankruptcy estate. The purchases and advances by RTS and proceeds from non-factored accounts constitute cash collateral of RTS as defined in 11 U.S.C. Section 363(a). The proceeds of the accounts are used by the Debtor to operate, including to pay the Debtor's payroll, insurance, utilities, operating costs, and material acquisitions. As adequate protection for the use of cash collateral, RTS was granted: (i) first-ranked, priority liens on the on all Pre-Petition Collateral, which Replacement Liens will be subject and subordinate in priority only to those valid and perfected liens, if any, that existed as of the Petition Date that are superior in rank to valid and perfected liens that secure the pre-petition obligations to RTS; and (b) status as a super-priority administrative claim pursuant to 11 U.S.C. Section 364(c)(1), with priority over any and all administrative expenses of the kind specified in 11 U.S.C. Sections 503(b) or 507(b) with the exception of (i) U.S. Trustee fees, and (ii) professional fees allowed and payable under 11 U.S.C. Sections 330, 331, and 503. A hearing on the matter is set for December 19 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=saAkAK from PacerMonitor.com. About PJ Trans, Inc. PJ Trans, Inc. is a trucking company and has filed the case to reorganize its debts and obligations in order to prevent the liquidation and closure of its business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-09390) on July 20, 2023. In the petition signed by Marcin Pogorzelski, president, the Debtor disclosed up to $50,000 in both assets and liabilities. Judge Janet S. Baer oversees the case. Saulius Modestas, Esq., at Modestas Law Offices, P.C., represents the Debtor as legal counsel. PPWC ENTERPRISES: Frederic Schwieg Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Frederic Schwieg, Esq., as Subchapter V trustee for PPWC Enterprises, Inc. Mr. Schwieg will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Schwieg declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Frederic P. Schwieg, Esq. 2705 Gibson Drive Rocky River, OH 44116-1815 Phone: (440) 499-4506 Email: fschwieg@schwieglaw.com About PPWC Enterprises PPWC Enterprises, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-51524) on Nov. 1, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. LaCora M. Turner-Murphy, president, signed the petition. Judge Alan M. Koschik oversees the case. Steven J. Heimberger, Esq., at Roderick Linton Belfance, LLP, represents the Debtor as legal counsel. PREMIER KING: Court OKs Cash Collateral Access on a Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, authorized Premier Kings, Inc., and its debtor affiliates to use cash collateral on a final basis in accordance with the budget. The Debtors require the use of cash collateral to fund the Debtors' ongoing business operations, as well as the fees and expenses of administering the Chapter 11 cases, to the extent approved by the Court. The Debtors require immediate authority to use the cash collateral to permit, among other things, (a) the orderly operation of the Debtors' businesses, (b) the management and preservation of the Debtors' assets, (c) the maintenance of the Debtors' business relationships with customers, vendors, and contract parties, and (d) the satisfaction of other working capital and operational needs including the fees and expenses of the Chapter 11 Cases. On February 25, 2021, Premier Kings, Inc., Premier Kings of Georgia, Inc., and Premier Kings of North Alabama, LL, each in its capacity as Borrower, entered into the Second Amended and Restated Credit Agreement, with, among others, Wells Fargo National Bank, in its capacity as administrative agent and the lenders thereunder. Also on February 25, 2021, PK Inc., PKGA Inc., and PKNA LLC entered into the Pledge and Security Agreement with the Prepetition Agent. The Prepetition Loan Documents are valid, binding, and, subject to applicable bankruptcy law, enforceable against each of the Debtors. The Prepetition Lenders have a first riority security interest in and lien on all of the Debtors' assets. As of the Petition Date, the principal amount outstanding owed under the Prepetition Loan Documents to the Prepetition Lenders is not less than $87 million. As adequate protection, the Prepetition Secured Parties are granted: (i) Subject to the Carve-Out, allowed joint and several superpriority administrative expense claims against the Debtors with priority over any and all administrative expenses and all other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, as provided under 11 U.S.C. Section 507(b). (ii) Subject to the Carve-Out and Approved Liens, senior replacement liens, senior liens on unencumbered property, junior liens on prepetition and postpetition property of the Debtors which is subject to certain existing permitted liens and, subject to entry of a Final Order, a lien on the proceeds of Avoidance Actions. The Debtors' right to use the cash collateral will automatically terminate without further notice or court proceeding on the earliest to occur of: (i) January 11, 2024 (or, if consented to in writing by the Prepetition Agent acting in its sole discretion, such later date not to exceed seven days therefrom), (ii) the effective date of any confirmed chapter 11 plan in any of the Chapter 11 Cases, (iii) the date of the consummation of the last sale or other disposition resulting in all or substantially all of the assets of the Debtors having been sold or disposed of, and (iv) the occurrence of any of the Termination Events unless waived by the Prepetition Agent (acting at the direction of the Required Prepetition Lenders, in their sole discretion). The Termination Events include: (a) on or before November 30, 2023 (or, if consented to in writing by the Prepetition Agent acting in its sole discretion, such later date not to exceed seven days therefrom), the Court will not have entered an order granting the Motion of the Debtors and Debtors in Possession for Entry of an Order (I) Approving Bidding Procedures for the Sale of All or Substantially All the Debtors' Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests; (II) Approving Bid Protections for Stalking Horse Bidders; (III) Approving Procedures for Assumption and Assignment of Executory Contracts and Unexpired Leases; (IV) Scheduling an Auction for, and Hearing to Approve, the Sale of All or Substantially all of the Debtors' Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests; (V) Approving the Form and Manner of Sale Notice; and (VI) Granting Related Relief [Docket No. 42], in form and substance acceptable to the Prepetition Agent; (b) on or before December 19, 2023 (or, if consented to in writing by the Prepetition Agent acting in its sole discretion, such later date not to exceed seven days therefrom), an auction (to the extent necessary) for the sale of substantially all of the Debtors' assets will not have occurred in accordance with the requirements of the Bidding Procedures Order; and (c) on or before December 31, 2023 (or, if consented to in writing by the Prepetition Agent acting in its sole discretion, such later date not to exceed seven days therefrom), the Court will not have approved the results of the Auction and an agreement or agreements for the sale of the assets, which order and agreement will be in form and substance acceptable to the Prepetition Agent. A copy of the order is available at https://urlcurt.com/u?l=SwlBWI from PacerMonitor.com. About Premier Kings, Inc. Premier Kings, Inc. and affiliates are the owners and operators of 174 operating Burger King franchise locations. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-02871) on October 25, 2023. In the petition signed by Lawrence Hirsh, as Board Chairman, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Tamara O. Mitchell oversees the case. The Debtors tapped COLE S CHOTZ PC as the lead restructuring counsel, Holland & Knight LLP as local bankruptcy counsel, Raymond James & Associates, Inc. as investment banker, and Kurtzman Carson Consultants LLC as noticing & claims agent. PREMIER KINGS: Committee Seeks to Tap Christian & Small as Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Premier Kings, Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Christian & Small, LLP as its counsel. The firm's services include: (a) assist, advise, and represent the committee in its consultations with the Debtor regarding the administration of this case; (b) assist, advise, and represent the committee in analyzing the Debtor's assets and liabilities, investigate the extent and validity of liens, and participate in and review any proposed asset sales, any asset dispositions, financing arrangements, and cash collateral stipulations or proceedings; (c) assist, advise, and represent the committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; (d) assist, advise, and represent the committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the Debtor's operations, and the desirability of the continuance of any portion of those operations, and any other matters relevant to this case or to the formulation of a plan; (e) assist, advise, and represent the committee in its participation in the negotiation, formulation and drafting of a plan of liquidation or reorganization; (f) advise the committee on the issues concerning the appointment of a trustee or examiner under Section 1104; (g) assist, advise, and represent the committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the committee; (h) assist, advise, and represent the committee in the evaluation of claims and on any litigation matters, including avoidance actions; and (i) provide such other services to the committee as may be necessary in this case. The hourly rates of the firm's professionals are as follows: Partners $595 - $620 Associates $300 - $350 Paralegals $200 - $250 In addition, the firm will seek reimbursement for expenses incurred. Bill D. Bensinger, Esq., member at Christian & Small, 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: Bill D. Bensinger, Esq. Christian & Small LLP 1800 Financial Center 505 North 20th Street Birmingham, AL 35203 Telephone: (205) 250-6626 Facsimile: (205) 328-7234 Email: bdbensinger@csattorneys.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 MEDICAL: Wins Cash Collateral Access Thru Dec 22 -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Premier Medical, Inc. and Firstox Laboratories, LLC to use cash collateral on an interim basis from November 20, 2023, through and including December 22, 2023. As previously reported by the Troubled Company Reporter, Regency Finance LLC contended it holds three secured loans to Premier and two non-debtor entities, Diversified Property Ventures, LLC and Diversified Properties 2, LLC pursuant to which Regency asserts it holds a security interest in substantially all of Premier's personal property. Regency contended that, as of July 26, 2023, the indebtedness due under the Notes was approximately $20.3 million. Regency further contended that the Regency Loans are secured by mortgages and assignment of rents on two parcels of real property owned by the Non-Debtor Borrowers, as well as a perfected security interest in all personal property of Premier. According to the documents provided by Regency, both the mortgages on the real property and the UCC-1 financing statements governing the collateral were filed on November 15, 2021. The mortgages state that they secure all obligations due under the Loan and Security Agreement up to $40 million, including all of the Regency Loans. Post-petition, in early August 2023, Regency foreclosed on the real property located at 315 Tanner Way, Greenville, South Carolina owned by one of the Non-Debtor Borrowers and that was collateral for the Regency Loans. The foreclosure reduced the indebtedness due under the Regency Loans in the amount of approximately $14.5 million. Therefore, as of the filing of the Motion, the maximum indebtedness due under the Regency Loans is approximately $5.8 million. The remaining parcel of real property that is collateral for the Regency Loans is owned by non-debtor Diversified Properties 2, LLC, and is located at 6000 Pelham Road, Greenville South Carolina. Premier believes that this property is worth at least between $6 million and $7 million. Certain other creditors may also assert a security interest and lien in Premier's accounts and accounts receivable that are subordinate and junior to the lien of Regency. According to Premier's records, the Junior Lienholders may include, without limitation, the following parties that may assert an interest in Premier's cash collateral: a. Cloudfund LLC; b. Legacy Capital 26, LLC; c. Radla Capital LLC; and d. Vox Funding SPV1, LLC. The court ruled that Regency is granted replacement security interests in and liens upon all assets of Premier and its estate except for causes of action arising under Chapter 5 of the Bankruptcy Code subject to any liens then existing to the same extent, validity and priority of such liens as of the Petition Date. The Replacement Liens are subject to the Carve Out amount. In addition to the Replacement Liens, Regency will be entitled to an allowed superpriority administrative expense claim under 11 U.S.C. Sections 503 and 507 to the extent that the adequate protection provided proves inadequate to cover any Diminution in Value of the collateral. Subject to and subordinate to the Carve Out, the Adequate Protection Superpriority Claim will have priority over all administrative expense claims and unsecured claims against Premier now existing or hereafter arising. There will be a carve-out for U.S. Trustee fees and other fees or costs of court that are not subject to any of the Adequate Protection Super Priority Claims granted, or any other protections granted to Regency under the Order. Specifically, the Carve-Out will mean an amount equal to the sum of the following: (a) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee under 28 U.S.C. Section 1930(a) plus interest pursuant to 31 U.S.C. Section 3717; and (b) any other costs of court. The final hearing on the matter is set for December 15, 2023 at 9:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=p6OJ88 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $1,700 for the week of November 27, 2023; $31,901 for the week of December 4, 2023; $1,700 for the week of December 12, 2023; and $5,004 for the week of December 18, 2023. About Premier Medical, Inc. Premier Medical, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. N.D. Tex. Case No. 23-42096) on July 20, 2023. In the petition signed by John Michael Cataldi, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Joshua N. Eppich, Esq., at Bonds Ellis Eppich Schafer Jones LLP, represents the Debtor as legal counsel. PROFESSIONAL DIVERSITY: Posts $1.3 Million Net Loss in 3rd Quarter ------------------------------------------------------------------ Professional Diversity Network, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to the company of $1.32 million on $2.01 million of total revenues for the three months ended Sept. 30, 2023, compared to a net loss attributable to the company of $959,500 on $2.11 million of total revenues for the three months ended Sept. 30, 2022. "While our industry has seen the slowing through the second quarter of 2023, we are seeing an uptick in corporate spend in the third quarter of 2023 and continuing into the fourth quarter of 2023 as well. We continue to focus on strategic targeting of industries and business that we feel are in need of our services and we are seeing an increase in sales," said Adam He, CEO of Professional Diversity Network. For the nine months ended Sept. 30, 2023, the Company reported a net loss attributable to the company of $3.80 million on $5.80 million of total revenues, compared to a net loss attributable to the company of $1.57 million on $6.36 million of total revenues for the same period in 2022. As of Sept. 30, 2023, the Company had $6.58 million in total assets, $4.44 million in total liabilities, and $2.14 million in total stockholders' equity. Professional Diversity stated, "The Company had an accumulated deficit of $102,180,178 at September 30, 2023. During the nine months ended September 30, 2023, the Company generated a loss from continuing operations, net of tax, of $3,861,035. During the nine months ended September 30, 2023, the Company used cash in continuing operations of $2,415,223. At September 30, 2023, the Company had a cash balance of $615,133. Total revenues were approximately $5,805,000 and $6,363,000 for the nine months ended September 30, 2023 and 2022. The Company had a working capital deficit from continuing operations of approximately $1,264,000 and $187,000 at September 30, 2023 and December 31, 2022. These conditions raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. "Management believes that its available cash on hand and cash flow from operations may be sufficient to meet our working capital requirements through the fiscal period ending December 31, 2023, however in order to accomplish our business plan objectives, the Company will need to continue its cost reduction efforts, increase revenues, raise capital through the issuance of common stock, issue capital in relation to its line of equity, or through a strategic merger or acquisition. There can be no assurances that our business plans and actions will be successful, that we will generate anticipated revenues, or that unforeseen circumstances will not require additional funding sources in the future or require an acceleration of plans to conserve liquidity. Future efforts to improve liquidity through the issuance of our common stock may not be successful, or if available, they may not be available on acceptable terms." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1546296/000149315223040977/form10-q.htm About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse professionals. The Company operates subsidiaries in the United States including National Association of professional Women (NAPW) and its brand, International Association of Women (IAW), which is one of the largest, most recognized networking organizations of professional women in the country, spanning more than 200 industries and professions. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to comply with the Equal Employment Opportunity Office of Federal Contract Compliance Program. Professional Diversity reported a net loss attributable to the company of $2.60 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the company of $2.75 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $6.83 million in total assets, $4.70 million in total liabilities, and $2.12 million in total stockholders' equity. Oak Brook, Illinois-based Sasetti LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring operating losses, has a significant accumulated deficit, and will need to raise additional funds to meet its obligations and the costs of its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROFRAC HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based hydraulic fracturing equipment and services provider ProFrac Holdings LLC to stable from positive and affirmed all of its ratings, including the 'B' issuer credit rating. S&P said, "The stable outlook reflects our expectation that the company will modestly strengthen its operational performance, supported by stable to modestly increasing demand and improving operating efficiency, enabling it to maintain appropriate credit metrics for the current rating. We also anticipate ProFrac will be able to address its upcoming debt maturity in a timely and favorable manner. "We believe the company's demand conditions have declined since our prior review. ProFrac faced lower-than-expected demand for its products and services through the first nine months of 2023 due to the lower North American onshore rig count and weaker commodity prices, especially for natural gas. We currently expect generally stable to slightly increasing demand next year as natural gas prices improve and exploration and production (E&P) companies continue to exercise capital discipline. ProFrac is on track to increase its revenue by the high-single-digit percent area in 2023 and we expect it will continue to improve its top line by the mid-single-digit percent area in 2024, with the increase primarily stemming from contributions related to the acquisitions it completed in 2023. This compares with our prior expectation for a 40%-50% revenue rise in 2023. "Given the weaker market demand, ProFrac has taken steps to improve its operating efficiency and control costs, specifically in its sand operations. The company plans to increase sales of its sand to third parties, which will likely improve the utilization levels at its mines and increase its operating leverage. We believe these measures will likely support EBITDA margins in the high-20% to low-30% area through 2024. "We now expect lower debt repayment in 2023. Given our reduced revenue expectations, we also expect the company's free operating cash flow (FOCF) generation will be lower on an absolute basis. Furthermore, ProFrac executed several acquisitions through the first half of 2023, including its purchase of frac sand provider Performance Proppants and pressure pumping provider Producers Services. This will limit the company's ability to repay a substantial amount of its outstanding debt, which we previously cited as a factor for the company to achieve a higher rating. Therefore, we forecast ProFrac's funds from operations (FFO) to debt will decline to about 50% in 2023 from over 65% in 2022. We also expect its debt to EBITDA will increase slightly to about 1.5x-1.6x in 2023 from 1.4x in 2022. "We will continue to monitor the company's refinancing efforts. ProFrac's term loan ($808 million outstanding as of Sept. 30, 2023) matures in March 2025. If the facility becomes current in March of next year, this will trigger the springing maturity of the company's asset-based lending (ABL) revolving credit facility ($136 million drawn as of Sept. 30, 2023) and accelerate its maturity to December 2024. In our view, this would significantly constrain ProFrac's liquidity and could lead us to consider a lower rating. The company has stated that it remains focused on refinancing its existing debt and completed a $50 million preferred equity issuance in October, which it used the proceeds from to repay a portion of its ABL borrowings. However, we could also consider a lower rating if we no longer believe ProFrac will be able to refinance its maturities in a timely manner. "The stable outlook reflects our expectation that the demand for well completions will remain generally stable over the next 12 months while ProFrac continues to execute operating efficiency and cost-savings initiatives. We will also continue to monitor the company's refinancing efforts for its term loan facility, which matures in March 2025. We forecast its FFO to debt will increase to the high-60% area in 2024 (from about 50% in 2023) while its debt to EBITDA decreases to about 1.2x (from about 1.5x) as its profitability benefits from the effects of its cost controls and improved efficiency." S&P could lower its ratings on ProFrac over the next 12 months if: -- The company does not make material progress toward refinancing its term loan, resulting in constrained liquidity; or -- Its FFO to debt declines below 20% on a sustained basis, which likely would occur due to significantly weaker demand conditions. S&P could raise its ratings on ProFrac over the next 12 months if: -- Its FFO to debt improves above 60% on a sustained basis; and -- The company successfully refinances or extends the maturity of its term loan and reduces the amount outstanding on its ABL. S&P said, "Environmental factors are a negative consideration in our credit rating analysis of ProFrac Services LLC due to our expectation that the energy transition will result in lower demand for services and equipment as the accelerating adoption of renewable energy sources lowers demand for fossil fuels. Additionally, the industry faces an increasingly challenging regulatory environment, both domestically and internationally, that has included limits on fracking activity in certain jurisdictions, as well as the pace of new and existing well permits. Recent investments in efrac technologies will likely allow ProFrac to better compete with its peers as the E&P industry seeks to lower emissions." PROTERRA INC: Phoenix Named Winning Bidder for Transit Business --------------------------------------------------------------- Phoenix Motor Inc. (Nasdaq:PEV) ("Company" or "Phoenix"), a leading electrification solutions provider for medium-duty vehicles, on Nov. 14 disclosed that it was the successful bidder to acquire the Proterra Transit business line ("Proterra Transit") from Proterra Inc. ("Proterra"), a leading innovator in commercial vehicle electrification technology, through the auction of the assets pursuant to bankruptcy court approved bidding procedures. This transformative acquisition will add heavy-duty transit buses to Phoenix's existing product line of medium-duty shuttle and school buses. "Phoenix is delighted with the opportunity to acquire the Proterra Transit business. Proterra has built a strong market share in the full-size, zero-emission transit bus market, just as Phoenix has done in the medium-duty market. We are excited about the attractive business synergy and growth opportunities as we add a full suite of transit bus offerings to our fleet customers across North America," said Denton Peng, CEO of Phoenix Motorcars. "In addition, Phoenix has been gaining positive momentum in the electric school bus market, and we see considerable growth opportunities as we add full-size buses to our existing lineup of Type-A school buses to help school districts shift to zero-emission buses and begin improving the air quality for their students and communities utilizing our American made school buses." The Company and Proterra have entered into an Asset Purchase Agreement, dated as of November 13, 2023 (the "Purchase Agreement"). Under the Purchase Agreement, the total cash consideration to be paid by Phoenix for the Proterra Transit business assets will be $10 million, consisting of $3.5 million for the Proterra Transit operating company and $6.5 million for the Proterra battery lease assets. In addition, Phoenix will pay certain cure payments and assume other liabilities, primarily warranties. The companies will seek U.S. Bankruptcy Court approval for the sale on November 28, 2023, and, if approved, plan to close as soon as is reasonably practical thereafter. Phoenix will release its third quarter 2023 earnings after the market close today. The company will host a webcast for investors at 5:00 pm EST today. The webcast can be accessed by clicking the following link: Webcast. The call can also be accessed live via telephone by dialing (888) 660-6373 or for international callers (929) 203-1975 and referencing Phoenix Motorcars. About Phoenix Motor Inc. Phoenix Motor Inc., a pioneer in the electric vehicle ("EV") industry, designs, builds, and integrates electric drive systems and light and medium duty EVs and sells electric forklifts and electric vehicle chargers for the commercial and residential markets. Phoenix operates two primary brands, "Phoenix Motorcars", which is focused on commercial products including medium duty EVs (shuttle buses, school buses, municipal transit vehicles and delivery trucks, among others), electric vehicle chargers and electric forklifts, and "EdisonFuture", which intends to offer light-duty EVs. Phoenix endeavors to be a leading designer, developer and manufacturer of electric vehicles and electric vehicle technologies. To learn more, please visit: www.phoenixmotorcars.com. 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. RAGING BULL: Jan. 19 Hearing on Amended Disclosures --------------------------------------------------- Judge Mindy A. Mora has entered an order that Raging Bull Investments Limited will circulate an Amended Plan and Amended Disclosure Statement to the parties in interest in this case no later than November 28, 2023. The Debtor will file its Amended Plan of Reorganization and Amended Disclosure Statement no later than Dec. 11, 2023 and will upload a LF-64A Order Conditionally Approving Disclosure Statement and Setting Hearing on Plan Confirmation and Setting Pre-Confirmation Deadlines in a Small Business Case. A Hearing to Consider Final Approval of Disclosure Statement and Confirmation of Chapter 11 Plan and related deadlines will be held on Jan. 19, 2024, at 2:30 p.m. The hearing will take place at the United States Bankruptcy Court located at 1515 N. Flagler Drive, Courtroom A, Room 801, West Palm Beach FL 33401. About Raging Bull Investments Limited Raging Bull Investments Limited is a limited partnership organized under the laws of the State of Florida that owns a 1.5% working interest in and to an oil & gas lease in Loving County, Texas. Raging Bull Investments filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17916) on Oct. 12, 2022. In the petition filed by Mark S. Croft, as manager and partner, the Debtor reported assets between $500,000 and $1 million and liabilities between $10 million and $50 million. The Debtor is represented by Craig I Kelley of Kelley, Fulton & Kaplan, P.L. RELIABLE CASTINGS: Amends Spectrum & OBWC Claims Pay ---------------------------------------------------- Reliable Castings Corporation submitted a First Amended Plan of Reorganization dated November 9, 2023. The Bankruptcy Case was filed on an emergency basis on July 25, 2023 to avoid the utilities being shut off, which would have a devastating impact on the operations of the Debtor. Just prior to the filing of the Bankruptcy Case, the Debtor notified its customers of a price increase, which were scheduled to go into effect at the end of July of 2023. The Debtor intends to continue the employment of Thomas Barton and RJ Kuhn who are insiders. At the time of the filing of the Bankruptcy Case, Thomas Barton was being paid a $160,000 annual salary. After the president left the Debtor, RJ Kuhn's pay was increased to match that of Barton. The income paid to Barton and Kuhn over time is anticipated to be reduced commensurate with their reduction in job duties. The ongoing operations also assume that the Debtor will continue to use the post-petition factoring arrangement with Spectrum through the life of the agreement for financing (to August 18, 2024) to avoid incurring early termination fees. The Debtor will thereafter replace the post-petition factoring arrangement with Spectrum with replacement financing, the search for which is already in process. The ongoing operations also assume that the Debtor will assume the contracts it has for electricity and gas supplies and will have the security deposit(s) to be made from the sale of its real estate in Cincinnati applied towards the cure payments needed to be paid and the remainder of such amount to be paid in January of 2024. The Plan provides for a reorganization and restructuring of Debtor's financial obligations. The Plan provides for a distribution to creditors in accordance with the terms of the Plan by the Distribution Agent over the course of the Term, which is a total of five years. The Plan provides for the Debtor to continue to use the post-petition financing terms from Spectrum on its factoring relationship through August 18, 2024 (as provided for in the agreement with Spectrum). The Plan also provides for monthly payments on the Spectrum pre petition secured debt amortized over the Term, accruing interest at 10% per annum. As to the other debt owed by the Debtor, the Plan provides for payment in full of all Allowed Claims over the life of the Plan with payments to be made twice per year (on April 15th and October 15th) through October 15, 2028 and a final payment on or before December 31, 2028 of all amounts necessary to pay off such claims. Class 4 consists of the Spectrum secured debt that arose before the Petition Date along with the post-petition interest and fees. The extent of the Debt is $2,926,830.64 in prepetition amounts ("Principal") and post-petition interest and fees, estimated to be less than $500,000 as of December 31, 2023 ("Post-Petition Accrual"). The Class 4 Claim is secured by substantially all assets of the Debtor. The Principal portion of the Class 4 Claim, shall be paid under the Plan as follows: * Amortized over 66 months, but payable with a balloon at the end of 60 months, with interest accruing at the rate of 11.5% per annum, payable in monthly payments of $60,044.20 with a balloon payment of $348,483.17 (or as much as is needed to pay the remaining accrued balance in full) on or before December 31, 2028. * In the event of interim sales of assets by the Debtor out of the ordinary course of business, Spectrum shall be entitled to be paid from such proceeds (in addition to the monthly payments) which shall reduce the Principal portion of the Class 4 Claim. Further, the Reorganized Debtor may refinance some or all of the debt owed to Spectrum or may pay down or pay off the liability owed to Spectrum without any pre-payment penalty. Any such additional payments shall be applied first to reduce the Principal portion of the Class 4 Claim. The Allowed Post-Petition Accrual portion of the Class 4 Claim shall be paid under the Plan as follows: * Payment of 1/60th of the actual amount of the Post-Petition Accrual to be paid commencing on January 15, 2024 and continuing monthly thereafter for 60 months or until paid in full. * As to both the Principal Portion and the Post-Petition Accrual Portions of the Class 4 Claim, pursuant to the Final Cash Collateral Order, and notwithstanding anything in this Plan or the Confirmation Order to the contrary, Spectrum shall retain all of its security interests, assignments, pledges, liens and other encumbrances in and on all property or assets of the Debtor, the bankruptcy estate and the Reorganized Debtor as described in the Final Cash Collateral Order to secure the Class 4 Claim until the Class 4 Claim is paid in full. Spectrum shall retain a lien to secure all charges, reasonable fees and expenses that Spectrum incurs on or before the Effective Date. Class 8 consists of Proof of Claim Numbers 39 and 40 filed by the Ohio Bureau of Workers' Compensation. Proof of Claim Number 39 was filed in the amount of $804,787.93 and identifies the debt as Cost of workers' compensation claims pursuant to Ohio Revised Code 4123.75 and appears to be anticipated future claims based upon historical averages. Proof of Claim Number 40 is an estimation of future workers' compensation premiums for 2024 – 2026. According to the explanation received from the OBWC, both of these filed claims will be withdrawn if the Debtor confirms a plan to continue operations and is able to continue operations as a self-insured employer for workers' compensation. The OBWC is also the holder of a letter of credit in the amount of $550,000. Class 8 claims will be not entitled to distribution unless the case converts to Chapter 7 or the Debtor defaults on its obligations as a self-insured employer, at which point the obligations will need to be quantified (not on a hypothetical basis) and will be entitled to receive the letter of credit and the remainder of any such claim will be re-classified as a Class 7 Claim. The letter of credit in place for the benefit of the Class 8 creditors shall remain in place. Debtor anticipates the continued operations of the business will be adequate to fund the Plan over the Term. A full-text copy of the First Amended Plan dated November 9, 2023 is available at https://urlcurt.com/u?l=gcJ9fX from PacerMonitor.com at no charge. Counsel for the Debtor: Patricia J. Friesinger, Esq. Coolidge Wall Co., L.P.A. 33 West First Street, Suite 600 Dayton, OH 45402 Tel: 937-223-8177 Fax: 937-223-6705 Email: friesinger@coollaw.com About Reliable Castings Corporation Reliable Castings Corporation is a supplier of quality aluminum castings, specializing in aluminum, sand, and permanent mold castings, prototype castings, mold finishing and repair, and tooling design and fabrication. The company is based in Sidney, Ohio. Reliable Castings filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-31157) on July 25, 2023, with $1 million to $10 million in both assets and liabilities. Donald Mallory, Esq., a partner at Wood + Lamping, has been appointed as Subchapter V trustee. Judge Guy R. Humphrey oversees the case. The Debtor tapped Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A., as legal counsel and Forevisor, LLC as business advisor. RENNOVA HEALTH: Incurs $548K Net Loss in Third Quarter ------------------------------------------------------ Rennova Health, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to the company of $548,229 on $3.54 million of net revenues for the three months ended Sept. 30, 2023, compared to a net loss attributable to the company of $1.34 million on $2.82 million of net revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported net income attributable to the company of $1.54 million on $14.84 million of net revenues compared to a net loss attributable to the company of $4.11 million on $7.58 million of net revenues for the same period last year. As of Sept. 30, 2023, the Company had $19.84 million in total assets, $47.41 million in total liabilities, and a total stockholders' deficit of $27.57 million. Rennova said, "At September 30, 2023, the Company had a working capital deficit and a stockholders' deficit of $41.5 million and $27.6 million, respectively. While the Company had net income of $1.5 million for the nine months ended September 30, 2023, it incurred a net loss of $0.5 million and $3.3 million for the three months ended September 30, 2023 and the year ended December 31, 2022, respectively. As of the date of this report, its cash is deficient and payments for its operations in the ordinary course are not being made. Losses in prior years and other related factors, including past due accounts payable and payroll taxes, as well as payment defaults under the terms of outstanding notes payable and debentures, raise substantial doubt about the Company's ability to continue as a going concern for 12 months from the filing date of this report." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/931059/000149315223041175/form10-q.htm About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com-- is a provider of health care services. The Company owns one operating hospital in Oneida, Tennessee, a hospital located in Jamestown, Tennessee that it plans to reopen and operate and a rural health clinic in Kentucky. Rennova Health reported a net loss available to common stockholders of $334.17 million for the year ended Dec. 31, 2022, compared to a net loss available to common stockholders of $500.87 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $20.57 million in total assets, $49.67 million in total liabilities, and a total stockholders' deficit of $29.09 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has recognized recurring losses and negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. RESCOM LTD: Unsecureds Will Get 100% of Claims over 5 Years ----------------------------------------------------------- Rescom, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of Ohio an Amended Subchapter V Plan of Reorganization dated November 9, 2023. The Debtor was formed as an Ohio limited liability company on October 29, 2001 by Duaine Liette. Debtor's headquarters are located in Sidney, Ohio and have been since its inception. Prior to 2021, Debtor was operated by Duaine Liette and his wife Angela Liette who was primarily responsible for Debtor's bookkeeping prior to her initiating the State Court Litigation. In 2021 Angela Liette initiated the State Court Litigation by filing for divorce. During the State Court Litigation Debtor became aware that Angela Liette had absconded with significant amounts of money from Debtor's accounts. In conjunction with this case, American Land Investments, Ltd., ("ALI") also filed for relief under Chapter 11 on April 7, 2023, in Case Number 3:23-bk-20539. ALI is also an Ohio limited company and Duaine Liette is the sole member of ALI. Like Rescom, ALI’s business is owning residential properties that it leases and it also rehabilitates properties to sell. Following the initiation of the State Court Litigation, Angela Liette sought the appointment of a Receiver for both Debtor and ALI. Debtor did not believe that the receivership was sustainable, and would not lead to an actual reorganization of the Debtor. As a result, Debtor elected to file its bankruptcy petition in order to reorganize under the Bankruptcy Code. The Plan provides for a reorganization and restructuring of the Debtor's financial obligations. The Plan provides for a distribution to creditors in accordance with the terms of the Plan from the Debtor over the course of the Term, which is 5 years from the Debtor's Confirmation Date. Classes 1 and 2, which consist of Allowed Administrative Expense Claims and Allowed Priority Tax Claims, shall be paid in full or provided with other treatment consistent with Section 1129(a)(9) of the Bankruptcy Code. These financial projections for December 1, 2023 to November 30, 2024 reflect disposable income of $115,579.00 which is sufficient to fund the Plan during the first year. Additionally, the financial projections for the Term show its ability to fund the Plan over the Term based on income from rental properties and anticipated sales of real estate. Class 4 consists of General Unsecured Claims. Allowed Class 4 Claims shall be paid the pro rata Net Excess Funds. Debtor estimates a distribution of approximately 100% over the term of the Plan beginning on the First Class 4 Distribution Date and continuing on each Subsequent Calls 4 Distribution Date until the Last Class 4 Distribution Date. To the extent that Edwin Liette's claims are also obligations of ALI, Edwin Liette will only be entitle to a single satisfaction of the whole amount owed to him by Debtor and ALI regardless of which entity makes the payment. Class 4 is impaired under the Plan. Class 5 consists of the ownership interest of Duaine Liette. Class 5 shall retain its ownership interest in the Debtor. Class 5 is not impaired under the Plan. Debtor anticipates the continued operations of the business will be adequate to fund the Plan over the next five years. A full-text copy of the Amended Plan dated November 9, 2023 is available at https://urlcurt.com/u?l=a27huy from PacerMonitor.com at no charge. Attorney for Debtor: Paul H. Shaneyfelt, Esq. Shaneyfelt & Associates, LLC 315 Public Square, Suite 204 Troy, OH 45373 Telephone: (937) 216-7727 Facsimile: (937) 552-9954 Email: paulshaneyfeltlaw@gmail.com About Rescom, Ltd. Rescom, Ltd., was formed as an Ohio limited liability company on October 29, 2001 by Duaine Liette. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-30540) on April 7, 2023. In the petition signed by Duaine Liette, sole member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Guy R. Humphrey oversees the case. Paul H. Shaneyfelt, Esq., at Shaneyfelt & Associates, LLC, is the Debtor's legal counsel. RITE AID CORP: $575-Million Bid from MedImpact Faces Funding Issue ------------------------------------------------------------------ Steven Church of Bloomberg News reports that the leading bidder for a key unit of bankrupt US pharmacy chain Rite Aid Corp. has run into "financing issues" and will need help from the struggling retail chain to close a potential $575 million sale, a lawyer said in court Thursday, November 16, 2023. The company has agreed to "self finance" the offer that MedImpact Healthcare Systems made for Rite Aid's valuable pharmacy benefits manager, Rite Aid bankruptcy attorney Josh Sussberg said. The move is unusual for a corporate bankruptcy auction; bidders typically must prove they can afford to buy whatever is up for sale before being allowed to participate. 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. RODA EXPRESS: Unsecureds Get $8K Per Month for 48 Months -------------------------------------------------------- Roda Express Logistics, L.L.C., submitted a Combined Disclosure Statement and Second Amended Plan of Reorganization. Ultimately, Forza, RPJ and the Debtor submitted all their disputes to mediation. The mediation was successful and Debtor, Forza, and RPJ settled all their disputes in a Mediated Settlement Agreement on July 25, 2023 (the "MSA"). The MSA was approved by the Court's Order September 6, 2023. A summary of the major terms of the MSA follows: 1. The MSA required the Debtor to terminate its Subchapter V election which Debtor did by filing its First Amended Petition on September 8, 2023. 2. The MSA allowed RODA to keep ten Forza trucks that were in its possession and for Forza to return eight additional trucks. The Debtor was given a time period to inspect all eighteen trucks and determine which trucks it would keep. 3. RODA kept seventeen trucks. Any truck it elected not to keep vested in Forza. 4. For each truck RODA elected to keep it was required to execute and a new note and security agreement in favor of Forza. The note for each retained truck is in the principal amount of $66,666.67 and bears no interest. 5. The total owed to Forza as secured debt is calculated by multiplying $66,666.67 by the number of trucks RODA elected to retain ($66,666.67 x 17 = $1,133,333.90). 6. The aggregate monthly payment amount for the total owed on all the notes is determined by dividing $20,000 by 18, and then multiplying the result by the number of trucks retained by RODA (20,000 / 18 = $1,111.11 x 17 = $18,888.88.) 7. RODA and Forza have negotiated and agreed on the forms of the notes and security agreements. The notes and security agreements for all seventeen trucks have been executed. 8. In the process of negotiating the terms of the notes and security agreements the parties agreed to extend the due date for the first payments on the notes to January 15, 2024. The balloon date stated on the MSA of November 1, 2027, remains the same. 9. The MSA requires Forza and Roberto Perez to amend their proofs of claim to include a secured claim of $1,200,000.00 "to be treated as recited" in the MSA. Per the calculation process in paragraph 5 above (paragraph "f" of the MSA) this amount is actually $1,133,333.90 since RODA is keeping 17 and not 18 trucks. 10. Forza will have a first lien on each truck, per the terms of new security agreements executed by RODA and Forza. 11. Forza and Roberto Perez will file their remaining claims as unsecured claims. The Debtor will not object to any such unsecured claim so long as the aggregate of said claims does not exceed $2,000,000.00. 12. Forza will vote for and accept the Debtor's chapter 11 plan so long as it contains the provisions of the MSA. 13. Except for the conditions contained in the MSA, the parties will execute full and unconditional releases for all matters from the beginning of the universe through the Effective Date. The MSA requires the Debtor's plan to provide for a monthly distribution of $8,000 to general unsecured creditors with the first payment to begin on January 1, 2024, and to continue for 48 months thereafter with all distributions to be pro rata. As part of the proposed plan Debtor is asking the Court to move the date of the first distribution to unsecured creditors to the Effective Date. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of RODA Express Logistics, L.L.C. from cash flow generated by Debtor's operations. The MSA greatly reduced the amount of the secured claims by returning trucks to Debtor's secured creditor in exchange for; (a) reclassifying any debt owed to Forza or Roberto Perez in excess of $1,133,333.90 as unsecured debt; and (b) the extension of repayment terms on the Debtor's secured debt. This Plan provides for one class of priority claims; two classes of secured claims; one class of unsecured claims; and one class of equity security holders. The Plan proposes to pay: 1. This Plan provides for the payment of administrative claims by the Effective Date, save and except for the Debtor's Attorney's fees and costs will be paid, after the approval of said fees and costs by the Court, will paid per agreement between the Reorganized Debtor and counsel over the life of the plan. 2. All secured claims will be paid as provided in the MSA; and, 3. All unsecured claims by a pro rata distribution of $8,000.00 per month for 48 months beginning on the Effective Date. The proponent of this Plan has valued the distribution to unsecured creditors who, pursuant to the MSA, are expected to hold allowed unsecured claims at approximately 13 cents on the dollar. The Debtor believes it can generate sufficient net profits to make the payments required in the Plan. The Debtor has negotiated with the insurance company providing liability insurance to pay a premium only for the number of trucks used and in operation, and not a fleet rate on all the Debtor's trucks. This will allow the Debtor to incrementally increase its cash flow at a cost significantly below the start up costs estimated in the Debtor's original plan. By placing trucks into service incrementally, the Reorganized Debtor will be able to place more trucks in operation as its income increases. The Reorganized Debtor plans to incrementally increase its operations to 15 trucks. Per the MSA the Reorganized Debtor retains 17 trucks but is projecting its income based on fifteen trucks being operational at any one time. This will give the Reorganized Debtor sufficient cash flow to make the payments required under the Plan. Counsel for the Debtor, RODA Express Logistics, L.L.C. Carl M. Barto, Esq. LAW OFFICES OF CARL M. BARTO 817 Guadalupe Laredo, TX 78040 Tel: (956) 725-7500 Fax: (956) 722-6739 E-mail: cmblaw@netscorp.net A copy of the Combined Disclosure Statement and Second Amended Plan of Reorganization dated Nov. 1, 2023, is available at https://tinyurl.ph/JRAZZ from PacerMonitor.com. About RODA Express Logistics RODA Express Logistics LLC is a licensed trucking company running freight hauling business from Laredo, Texas. RODA Express Logistics filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-50069) on Oct. 10, 2022, with between $1 million and $10 million in both assets and liabilities. Catherine Stone Curtis has been appointed as Subchapter V trustee. Judge David R. Jones oversees the case. The Debtor is represented by Carl Michael Barto, Esq., at the Law Office of Carl M. Barto. SADIE ROSE: Wins Cash Collateral Access Thru Jan 2024 ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California authorized Sadie Rose Baking Co. to use cash collateral on an interim basis in accordance with the budget, with a 15% variance, through January 3, 2024. On November 3, 2023, Colors Enterprises, Inc. held a perfected security interest in Sadie Rose's cash, negotiable instruments, documents of title, securities, deposit accounts, and other cash equivalents that Sadie Rose purchased from Colors in October 2023, as well as all proceeds therefrom arising from the filing of the UCC-1 financing statements filed with the California Secretary of State as File #: 23-007437433 and File #: 23-0075559631. Colors Inventory Lien secured repayment of an "Inventory Loan" identified on Sadie Rose's Sch. D, Part 1, at 2.2. Colors Receivable Lien secured repayment of a Brand Loan identified on Sadie Rose's Sch. D., Part 1, at 2.23, which required payment of 5% of Sadie Rose's gross revenues from Colors customers identified in the Receivables Lien. On the Petition Date, Neighborhood National Bank held a perfected security interest in all of Sadie Rose's cash, negotiable instruments, documents of title, securities, deposit accounts, and other cash equivalents, and all proceeds therefrom, including, but not limited to the Colors Cash Collateral. NNB's lien on Sadie Rose's Cash Collateral secured repayment of (i) an Equipment Loan identified on Sadie Rose's Sch. D, Part 1, at 2.5 and (ii) an Oven Loan. As adequate protection, Colors is granted full replacement lien on, and security interest in, inventory and proceeds therefrom that Sadie Rose acquires post-petition that is used, or identified for use, in the manufacture of products for Color's customers. The Colors Inventory Replacement Lien will have the same priority, validity, force, and effect as the Inventory Lien held on the Petition Date. To provide Colors adequate protection, to the extent that Sadie Rose's use of the Colors Cash Collateral results in a decrease in the value of Colors' interests securing payment of the Brand Loan, Colors is granted a full replacement lien on, and security interest in, postpetition revenue Sadie Rose receives, or is entitled to receive, from the Colors Customers. The Colors Receivables Replacement Lien will have the same priority, validity, force, and effect as the Colors Receivables Lien held on the Petition Date. To provide NNB adequate protection, to the extent that Sadie Rose's use of Cash Collateral results in a decrease in the value of NNB's interests in Sadie Rose's assets, NNB is granted a full replacement lien on, and security interest in, all personal property Sadie Rose acquires post-petition. The NNB Replacement Lien will have the same priority, validity, force, and effect as liens NNB held against Sadie Rose's assets on the Petition Date. A hearing on the matter is set for December 18 at 2 p.m. A copy of the court's order and the Debtor's is available at https://urlcurt.com/u?l=RigpGK from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $348,439 for November 2023; $337,954 for December 2023; and $337,704 for January 2024. About Sadie Rose Baking Co. Sadie Rose Baking Co. makes handmade artisan and specialty bread, rolls, sandwich buns and flatbreads. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-03478) on November 3, 2023. In the petition signed by Jennifer Curran, CEO, the Debtor disclosed $2,212,893 in assets and $9,700,278 in liabilities. Judge Christopher B. Latham oversees the case. Meredith King, Esq., at Franklin Soto Leeds LLP, represents the Debtor as legal counsel. SCUNGIO BORST: To Seek Plan Confirmation on Jan. 11, 2024 --------------------------------------------------------- Judge Ashely M. Chan has entered an order approving the Disclosure Statement of Scungio Borst & Associates, LLC. All objections to the Disclosure Statement that have not been withdrawn or resolved previously or at the hearing to consider approval of the Disclosure Statement are overruled. The following dates and deadlines in connection with the Solicitation Procedures and Confirmation Hearing are approved: * The Voting Record Date will be on October 25, 2023. * The Deadline to Distribute Solicitation Packages will be on November 6, 2023. * The Rule 3018(a) Motion Deadline will be on November 10, 2023. * The Deadline to Respond to the Rule 3018(a) Motion will be on November 27, 2023. * The Voting Deadline will be on December 7, 2023 at 4:00 p.m. (Eastern Time). * The Hearing Date for any Rule 3018(a) Motion filed - Voting Resolution Event Deadline will be on December 13, 2023 at 12:30 p.m. (Eastern Time). * The Plan Objection Deadline will be on December 15, 2023 at 4:00 p.m. (Eastern Time). * The Voting Report Deadline will be on December 18, 2023. * The Confirmation Briefs/Plan Reply Deadline will be on January 5, 2024. * The Confirmation Hearing will be on January 11, 2024 at 10:00 a.m. (Eastern Time). Ballots need not be provided to holders of Interests in the Non-Voting Class (Class 3). Class 3 is Impaired and is conclusively presumed to have rejected the Plan in accordance with section 1126(g) of the Bankruptcy Code. Liquidating Plan Scungio Borst & Associates, LLC and the Official Committee of Unsecured Creditors of the Estate of Debtor submitted an Amended Disclosure Statement with respect to Modified Joint Plan of Liquidation (with technical modifications). The Debtor ceased operations prior to the filing of the Chapter 11 Case, and thereafter has been in the process of liquidating its assets for the benefit of its Estate and Creditors. The proceeds from the liquidated Assets have been deposited into the Debtor's DIP accounts. The Plan provides for the continued orderly liquidation of the Debtor's Assets which will be transferred and vest upon the occurrence of the Effective Date in the SBA Plan Trust. Thereafter, the SBA Plan Trust Administrator shall administer and liquidate the SBA Plan Trust Assets and distribute the proceeds therefrom to holders of Allowed Claims under the Plan. Except for the Professional Fee Reserve that will be utilized to pay the Allowed Professional Fee Claims, the Debtor's other Assets shall be assigned to and vest in the SBA Plan Trust free and clear of liens, claims and encumbrances, and the proceeds from the liquidation of the SBA Plan Trust Assets shall be distributed by the SBA Plan Administrator to holders of Allowed Claims under the Plan in accordance with the priorities and provisions of the Plan. From and after the Effective Date, the SBA Plan Trust Administrator shall be deemed the judicial substitute for the Debtor as the party in interest in the Chapter 11 Case and/or any judicial proceeding or appeal to which the Debtor is a part. The Plan provides that the SBA Plan Trust Administrator will prosecute the Causes of Action, including Avoidance Actions, except that the KPG-MCG Litigation shall be administered by the management of the Debtor. The SBA Plan Trust Administrator shall distribute the funds in the SBA Plan Trust pursuant to the terms of the Plan to pay: first, Allowed Administrative Claims (which shall include Professional Fee Claims in the event that the funds in Professional Fee Reserve are insufficient to satisfy the Allowed Professional Fee Claims in full), second, Allowed Priority Non-Tax Claims, third, Allowed Priority Tax Claims, fourth, the payment of all costs and expenses of the SBA Plan Trust and, fifth, the remaining proceeds shall be distributed on a pro rata basis to holders of Allowed General Unsecured Claims. The Plan Proponents believe that there are no valid Secured Claims, and estimates the Allowed Priority Non-Tax Claims to be zero, and the Priority Tax Claims at approximately $13,000. To the extent that any Claim filed before the Bar Date (other than approximately $13,000 of Priority Tax Claims) has been designated as "Secured" or "Priority" Claims, the Debtor will file an objection to reclassify all such "Secured" and "Priority" Claims to General Unsecured Claims prior to the Confirmation Hearing. The Bankruptcy Court's Claims Register reflects total Claims filed in the amount of approximately $21,000,000. No Distributions shall be made under the Plan to any holder of Interests in the Debtor, and all such Interests shall be cancelled and extinguished as of the Effective Date. 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 of 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. A range of estimated distributions to holders of Allowed General Unsecured Claims is attached hereto as Exhibit 6.4 and made a part hereof. 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. The funds to effect the payments under the Plan will be generated from (i) the Debtor's Cash, (ii) the proceeds from the liquidation of the Debtor's Assets and (iii) any other funds that may be received by the Debtor or its Estate after the Effective Date and subsequently turned over to the SBA Plan Trust. Attorneys for the Debtor: Aris J. Karalis, Esq. Robert W. Seitzer, Esq. Robert M. Greenbaum, Esq. KARALIS PC 1900 Spruce Street Philadelphia, PA 19103 Tel: (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 Tel: (215) 665-3140 A copy of the Order dated November 1, 2023, is available at https://tinyurl.ph/YHjPC from PacerMonitor.com. A copy of the Disclosure Statement dated November 1, 2023, is available at https://tinyurl.ph/hRZoy 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. Pa. 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. SERVICE PROPERTIES: S&P Alters Outlook to Stable, Affirms 'BB' ICR ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit rating on Service Properties Trust (SVC), and revised its rating outlook to stable from negative. In addition, S&P affirmed the 'B+' issue-level rating on the company's nonguaranteed senior unsecured notes, and 'BB' issue-level rating on its guaranteed notes. S&P also assigned a 'BB' issue-level rating and '1' recovery rating to SVC's new senior secured notes. The stable outlook reflects S&P's expectation for steady operating performance within SVC's hotel and net lease portfolios. Furthermore, S&P expects S&P Global Ratings-adjusted debt to EBITDA to improve modestly over the near term while adjusted fixed charge coverage (FCC) remains relatively stable, with EBITDA growth offset by higher interest expense. SVC's recent refinancing efforts have eased near-term liquidity and refinancing concerns. Following the expected upcoming redemption of the company's 2024 senior unsecured notes, SVC's next debt maturity will be in March 2025 when $350 million 4.5% senior unsecured notes come due followed by $800 million 7.5% guaranteed senior unsecured notes due in September 2025. The combined efforts of the company's $1 billion senior secured notes offering and the new $650 million secured revolving credit facility (established in July 2023, replacing an $800 million secured facility) has shored up SVC's short-term liquidity position. As a result, S&P revised its liquidity assessment on SVC to adequate from less than adequate. Furthermore, in its view, these transactions, together with the company's execution of a $610 million asset-backed securitization facility earlier in 2023, demonstrate SVC's ability to access capital when credit conditions are more restrictive. The company maintains a largely unencumbered asset base providing ample collateral for further secured offerings. Despite the recent refinancing, S&P applies a negative one-notch comparable rating analysis adjustment to its 'bb-' anchor score in large part to reflect future refinancing risks, with material debt maturities in 2025 and its view that the company's refinancing options are more limited relative to many other REIT peers. S&P said, "We expect the company's operating performance to remain relatively stable over the near term.Following significant year-over-year operating performance improvement within the company's hotel portfolio in 2022, the pace of the recovery has stabilized. For the three months ended Sept. 30, 2023, occupancy for comparable hotels increased by just 0.9% year-over-year with the average daily rate declining 0.5%. Improved demand from business and group travel has been largely offset by softening leisure demand, trends we expect to continue over the near term. While macroeconomic risks could lead to some increased volatility within the company's hotel portfolio, its net lease portfolio continues to perform well, providing a source of earnings stability. Tenant rent coverage was 2.72x as of Sept. 30, 2023. "We expect key credit metrics to remain near current levels over the next 12 months. As of Sept. 30, 2023, S&P Global Ratings adjusted debt to EBITDA was 9.6x, a significant improvement from 11.2x a year prior, primarily due to the strong recovery in hotel EBITDA. We expect leverage to improve modestly following the company's redemption of its 2024 notes as it uses a significant amount of cash on hand to repay debt. As such, we expect S&P Global Ratings-adjusted debt to EBITDA to be in the low- to mid-9x area at year-end 2023 and to remain there throughout 2024. The company's adjusted fixed-charge coverage (FCC) ratio was 1.8x as of Sept. 30, 2023, an improvement from 1.4x a year prior due to the aforementioned EBITDA growth and lower interest expense as the company used cash on hand and proceeds from dispositions to repay debt. However, we expect little to no change in the metric over the next year as EBITDA growth is offset by higher interest expense. "The stable outlook reflects our expectation for steady operating performance within SVC's hotel and net lease portfolios. Furthermore, we expect S&P Global Ratings-adjusted debt to EBITDA to improve modestly over the near term while adjusted FCC remains relatively stable, with EBITDA growth offset by higher interest expense." S&P could lower its ratings on SVC if: -- It does not address upcoming debt maturities in a timely manner; or -- Key credit metrics are pressured, perhaps due to operating performance deteriorating, with adjusted debt to EBITDA sustained above 9.5x and FCC declining back below 1.7x. S&P could also lower the issue-level ratings on SVC's nonguaranteed unsecured notes if our estimate of recovery prospects for bondholders decreases below 30%, perhaps due to the company refinancing maturities with a higher proportion of secured debt or guaranteed notes. S&P could raise its ratings on SVC if: -- It refinances its upcoming 2025 debt maturities and displays an ability to access different sources of capital; and --S&P Global Ratings-adjusted debt to EBITDA is sustained below 9.5x with adjusted FCC above 1.7x. S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of SVC. This was evident during the COVID-19 pandemic as operating performance deteriorated materially within its hotel portfolio. Although this was an extreme disruption unlikely to recur, risks remain. Disruptions could be caused by local health concerns or illness outbreaks given the business concentration in hotels. Additionally, we view lodging as a cyclical asset type, and a potential recession could impair operating performance. "Governance factors also are a moderately negative consideration as we view its external management structure with RMR unfavorably. This is given inherent conflicts of interest that can arise from an advisory relationship and because SVC's top hotel operator is also operated by RMR." SINTX TECHNOLOGIES: Incurs $3.2 Million Net Loss in Third Quarter ----------------------------------------------------------------- SINTX Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.19 million on $678,000 of total revenue for the three months ended Sept. 30, 2023, compared to a net loss of $2.72 million on $426,000 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 $5.94 million on $1.73 million of total revenue, compared to a net loss of $8.08 million on $796,000 of total revenue for the same period during the prior year. As of Sept. 30, 2023, the Company had $15.51 million in total assets, $4.82 million in total liabilities, and $10.69 million in total stockholders' equity. SINTX said, "If the Company seeks to obtain additional equity and/or debt financing, such funding is not assured and may not be available to the Company on favorable or acceptable terms and may involve significant restrictive covenants. Any additional equity financing is also not assured and, if available to the Company, will most likely be dilutive to its current stockholders. If the Company is not able to obtain additional debt or equity financing on a timely basis, the impact on the Company will be material and adverse. These uncertainties raise substantial doubt about our 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/1269026/000149315223040669/form10-q.htm About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. -- https://ir.sintx.com -- is an advanced ceramics company that develops and commercializes materials, components, and technologies for biomedical, technical, and antipathogenic applications. The core strength of SINTX Technologies is the manufacturing, research, and development of advanced ceramics for external partners. SINTX reported net loss of $12.04 million in 2022, a net loss of $9.31 million in 2021, a net loss of $7.03 million in 2020, and a net loss of $4.79 million in 2019. For the six months ended June 30, 2023, the Company reported a net loss of $2.75 million. As of Dec. 31, 2022, the Company had $15.77 million in total assets, $10.07 million in total liabilities, and $5.70 million in total stockholders' equity. SINTX disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 20, 2023, the Company received a notice from Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC stating that the bid price of the Company's common stock for the 30 consecutive trading days prior to Oct. 20, 2023 had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2). SOFT SURROUNDINGS: Court Approves Liquidating Plan -------------------------------------------------- Judge Christopher Lopez has approved in its entirety and confirmed under section 1129 of the Bankruptcy Code the Chapter 11 Plan of Soft Surroundings Holdings, LLC, et al. The Court ordered that the Disclosure Statement, the Solicitation Packages, and the Solicitation and Voting Procedures of Soft Surroundings Holdings, LLC, et al., are approved on a final basis pursuant to Section 1125 of the Bankruptcy Code. All objections, statements, and reservations of rights pertaining to approval of the Disclosure Statement and confirmation of the Plan that have not been withdrawn, waived, or settled are overruled and denied on the merits, unless otherwise specified by the Court. Under section 1126(f) of the Bankruptcy Code, Holders of Claims in Class 1 (Other Secured Claims) and Class 2 (Other Priority Claims) (collectively, the "Unimpaired Classes") are Unimpaired and conclusively presumed to have accepted the Plan. The Debtors were not required to solicit votes from the Holders of Claims and Interests in Class 5 (General Unsecured Claims), Class 6 (Section 510(b) Claims), and Class 7 (Interests in the Debtors) (collectively, the "Deemed Rejecting Classes," or "Rejecting Classes"), which were Impaired and deemed to reject the Plan under the Bankruptcy Code. The Unimpaired Classes and the Deemed Rejecting Classes (collectively, the "Non-Voting Classes") are either Unimpaired and conclusively presumed to have accepted the Plan or are Impaired and deemed to reject the Plan, and, in either event, are not entitled to vote to accept or reject the Plan. As evidenced by the Voting Report, Class 3 First Lien Secured Claims, and Class 4 Second Lien Secured Claims have voted to accept the Plan. Liquidating Plan Soft Surroundings Holdings, LLC, et al. submitted a Combined Disclosure Statement and Joint Plan of Liquidation. The Plan is a liquidating plan. The Debtors are selling and/or winding-down all or substantially all of their Assets pursuant to the Sale Transaction. On the Effective Date, a Plan Agent will be appointed by the Debtors and GUC Trust will be formed to administer the Plan and wind down the Debtors' Estates. As of the Effective Date of the Plan, the Plan Agent and GUC Trust will be responsible for all payments and distributions to be made under the Plan to the Holders of Allowed Claims. Each Executory Contract and Unexpired Lease to which the Debtors are a party will be deemed rejected unless the Debtors expressly assume such agreements subject to the provisions of Article V. The Plan is premised upon the substantive consolidation of the Debtors solely for the purposes of voting, determining which class or classes have accepted the Plan, confirming the Plan, and the resulting treatment of Claims and Interests and Distributions under the Plan. In late July 2023, facing strained liquidity, the Debtors undertook a process to find a new lender to support itself through its marketing process. After receiving several proposals, the Debtors, with the approval of the Ms. Smith and the Board, determined that a loan from 1903P was the best possible financing available. 1903P's loan provided much-needed bridge financing and allowed the marketing process to continue pursuant to a set of agreed-upon milestones. Additionally, 1903P agreed to act as a back-up bidder to purchase the assets of the Debtors if the Debtors could not find a viable purchaser for its assets during the marketing process. Since its engagement, SSG has diligently assisted the Debtors in its continued marketing efforts. SSG engaged in a robust process, contacting over 300 potentially interested parties, providing those parties who signed a non-disclosure agreement access to a virtual data room and engaging in numerous conversations to discuss, among other things, the assets of the business, the potential opportunity and the Debtors 'ongoing liquidity needs. SSG also discussed the preferred process for the acquisition with the potential purchasers, including whether they would be willing to purchase the Debtors outside of a bankruptcy, assume the Debtors' debt or consummate the purchase in a chapter 11 process. The Debtors ultimately received several indications of interest; none of which were immediately actionable but all of which led to a singular result—no parties wanted to purchase any physical stores, but all potential buyers expressed interest in continuing the direct to consumer business. As such, any potential buyer would need a partner to assist with the wind-down of the Debtors' brick and mortar retail business. Seizing upon this opportunity, the Debtors and SSG introduced their existing lender, 1903P, to Coldwater Creek, a leading American catalog and online retailer of women's apparel, accessories, shoes and home décor in the hopes that a partnership could be forged to save the iconic Soft Surroundings brand. The strategy was successful and, after weeks of arm's- length negotiations, the parties developed a value maximizing transaction to save the Soft Surroundings brand, which transaction forms the foundation of the Restructuring Support Agreement entered into on Sept. 10, 2023. The centerpiece of the transaction is the transfer of the Debtors' direct to consumer business to an affiliate of Coldwater Creek and a subsequent wind-down of the Debtors' brick and mortar locations through this Plan. This transaction has the support of the Debtors' existing equity sponsor, Brentwood, and 100% of the Debtors' capital structure, all of which signed the Restructuring Support Agreement. The consensual Plan and restructuring sets the wheels in motion for a transfer of the direct to consumer business to Coldwater Creek in advance of the critical holiday shopping season and a wind-down of the brick and mortar locations to continue in the ensuing months. The Plan represents the best path for the Company to swiftly exit these Chapter 11 Cases while ensuring payment of all secured, administrative and priority claims. Although the Debtors believe that the Plan is the best path forward for their stakeholders, the Restructuring Support Agreement is subject to a broad fiduciary out provision, which allows the Board of the Company to terminate the Restructuring Support Agreement if it determines that proceeding with the contemplated transaction would be inconsistent with their fiduciary duties. The RSA also allows the Board to consider alternative restructuring proposal presented to the Company. In connection with the RSA and the transactions contemplated therein (including the Sale Transaction and entry into the Agency Agreement), this Plan and Disclosure Statement proposes that Brentwood and GBRP will receive releases of any and all direct or derivative Claims and Causes of Action asserted or assertable on behalf of the Releasing Parties. In exchange for such releases, Brentwood and GBRP supported the transactions contemplated by and in accordance with the Restructuring Support Agreement, including the DIP Facility (as defined below) and the Sale Transaction. Under the Plan, Class 5 General Unsecured Claims total 29,000,000 and will recover 0% of their claims. Holders of Allowed General Unsecured Claims will not be entitled to a recovery from the Sale Proceeds and are deemed to reject the Plan. Holders of Allowed General Unsecured Claims may be entitled to a recovery from the GUC Trust Recovery Pool but the amount and timing of such recovery is not capable of being determined at this time. Each holder of an Allowed General Unsecured Claim will receive its Pro Rata share of GUC Trust Interests. Class 5 is impaired. "GUC Trust Assets" means collectively, (a) the GUC Trust Funding Amount, (b) the GUC Trust Causes of Action and all proceeds thereof, and (c) all rights of setoff and recoupment and other defenses that the Debtors and the Estates may have with respect to any General Unsecured Claims. "GUC Trust Interests" means the non-certificated, non-transferable, beneficial interests in the GUC Trust that will entitle the holder thereof to its Pro Rata share of the GUC Trust Recovery Pool. "GUC Trust Recovery Pool" means the GUC Trust Assets, net of GUC Trust Expenses. On and after the Effective Date, the Wind-Down Debtors will continue in existence solely for purposes of (a) resolving Claims, other than General Unsecured Claims, (b) making distributions on account of Allowed Claims, other than General Unsecured Claims, (c) establishing and funding the Disputed Claims Reserve, and any other similar amounts in accordance with the terms of this Plan, (d) filing appropriate Tax returns, (e) liquidating all Excluded Assets of the Debtors and winding down the Estates, and (f) complying with any applicable Bankruptcy Code provisions relevant to the post-Effective Date Debtors. Other than as set forth herein and in the GUC Trust Agreement, the Wind-Down Debtors will be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (i) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court, and (ii) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, without the need or requirement for the Plan Agent to file a motion or otherwise substitution as a parties or counsel in any matter. Proposed Co-Counsel and Conflicts Counsel for the Debtors: Elizabeth C. Freeman, Esq. LAW OFFICE OF LIZ FREEMAN P.O. Box 61209 Houston, TX 77208-1209 Tel: (832) 779-3580 E-mail: liz@lizfreemanlaw.com Co-Counsel for the Debtors: Cindi M. Giglio, Esq. Michael E. Comerford, Esq. Marc B. Roitman, Esq. Grace A. Thompson, Esq. KATTEN MUCHIN ROSENMAN LLP 50 Rockefeller Plaza New York, NY 10020-1605 Tel: (212) 940-8800 E-mail: cgiglio@katten.com michael.comerford@katten.com marc.roitman@katten.com grace.thompson@katten.co - and - William B. Freeman, Esq. 515 South Flower Street, Suite 4150 Los Angeles, CA 90071-2212 Tel: (213) 443-9003 E-mail: bill.freeman@katten.com A copy of the Order dated October 27, 2023, is available at https://tinyurl.ph/xlBVW from Stretto, the claims agent. About Soft Surroundings Operating under the Soft Surroundings brand, Soft Surroundings Holdings and its subsidiaries are a direct-to- consumer nationwide company, selling women's apparel, accessories, beauty products, and home goods. The brand is centered around a direct to consumer business, which includes a robust e-commerce marketplace. Soft Surroundings Holdings, LLC, and its 3 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90769) on Sept. 10, 2023, with $0 to $50,000 in assets and $50 million to $100 million in liabilities. Curt Kroll, chief restructuring officer, signed the petitions. The Debtors tapped Katten Muchin Rosenman LLP as general bankruptcy counsel; and Law Office Of Liz Freeman as local bankruptcy counsel. SSG Capital Partners, LLC, is the investment banker. Stretto, Inc., is the claims agent. ST. CHARLES: S&P Affirms 'B+' Long-Term Rating on GO Parity Debt ---------------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable and affirmed its 'B+' long-term rating on St. Charles Parish Hospital District No. 1 (St. Charles), La.'s previously issued general obligation parity debt. "The outlook revision reflects our view of St. Charles' solid performance, largely supported by Ochsner's management agreement, with slowly improving debt-related ratios," said S&P Global Ratings credit analyst Suzie Desai. "The outlook revision further reflects our view of reserves that, while fluctuating throughout the year, are being maintained at generally higher levels than they were several years ago," Ms. Desai added. STARBOARD GROUP: Wendy's Operator Hits Chapter 11 Bankruptcy ------------------------------------------------------------ Starboard Group of Alabama LLC, a Wendy's restaurant franchise operator in the southern US, filed for Chapter 11 in Florida, according to a court filing. The company listed both estimated assets and estimated liabilities in the range of $1 billion to $10 billion. Bloomberg News notes that by filing for bankruptcy, Starboard joins a string of companies battling a high debt load who've taken the step. Both pharmacy chain Rite Aid Corp. and WeWork Inc. have initiated Chapter 11 proceedings in recent weeks. The Debtors are parties to several individual franchise agreements for the operation of Wendy's branded restaurants. The Debtors collectively still operate 61 Wendy's stores across Florida, Alabama, Illinois, Missouri and Wisconsin. Shortly prior to the Chapter 11 filing, the Debtors closed 9 stores. Those stores collectively accounted for approximately $1.5 million of annual losses (out of approximately $2 million in losses by unprofitable restaurant locations). Road to Chapter 11 Andrew Levy, the principal for Starboard Group of Space Coast, LLC, explained in court filings that the quick serve restaurant market, as a whole, makes up around 40% of the total restaurant market. Of these, Wendy's has a collective market share of 2.5%, or approximately 5,994 stores in the United States alone. Wendy's operations were not immune from the macroeconomic impacts that emanated following Covid-19. Wendy's operations on a global level experienced difficulties including disruptions to its supply chain, hyperinflation effecting food, labor, and food delivery costs, and breakfast stagnation and decreased customer levels. Above and beyond general industry trends, these Debtors had several factors converge necessitating the filings: * First, in 2015 Starboard International Holdings B.V. had a 40% interest in a joint venture (along with the Wendy's franchisor at 20% and a local Brazilian partner at 40%) developing the initial Wendy's locations in Brazil. However, the stores had massive losses, in part because they were overly posh, which alienated a portion of the market while simultaneously requiring huge capital investment. This strained the remaining Debtors' management contracts and fees. * Second, at the behest of the franchisor, affiliates Starboard Group of Richmond North, LLC and Starboard Group of Richmond South, LLC collectively, "Starboard Richmond") were sold in 2020. These two operators had attractive, profitable portfolios and their departure meant the remaining locations' share of the aggregate management costs increased with less average profits per remaining location. * Third, Wendy's required all stores to extensively remodel, including their bathrooms and in-dining experiences, requiring substantial capital expenditures that have modest or no equivalent returns. The Debtors have paid for and constructed many of these remodels, but many remain. To combat these forces, in December of 2020 SBG Space Coast, SBG Southeast, SBG Tampa, SBG Tampa II, SBG Alabama and Starboard Richmond undertook a Main Street loan facility from City National Bank and received $49,755,000 in loan proceeds. In February of 2021, the Debtors and City National Bank executed an amendment to release Starboard Richmond, the two Virginia companies that were required to sell franchise locations. Beginning in 2022, the Debtors commenced making monthly interest-only payments. These significant payments, in conjunction with depressed sales and increased interest rates, have stressed the Debtors' financial portfolio. In addition, the Debtors have significant monthly operating expenses including franchise fees and lease payments. As part of the Debtors' bankruptcy cases, in addition to prepetition closures, the Debtors anticipate potentially closing additional underperforming stores, or stores with large remaining remodel obligations to effectively restructure and emerge from bankruptcy. About Starboard Group of Alabama SBG Burger Opco, LLC, and affiliates operate 73 Wendy's, 6 McAlister's Deli, 15 Subway, 5 Fuzzy's Taco Shop and 22 CiCi's Pizza restaurants across Alabama, Florida, Illinois, Missouri, Louisiana, Wisconsin and Texas. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 23-04797) on Nov. 14, 2023. The Debtors are Starboard Group of Space Coast, LLC; Starboard Group of Southeast Florida, LLC; Starboard Group of Tampa, LLC; Starboard Group of Tampa II, LLC; Starboard Group of Alabama, LLC; 7 S & M Foods, LLC; 9 S & M Foods, LLC; 10 S & M Foods, LLC; Starboard with Cheese, LLC; and SBG Burger Opco, LLC. In the petition signed by Andrew Levy, manager, lead Debtor SBG Burger Opco, LLC disclosed up to $50,000 in both assets and liabilities. SBG Alabama listed $1 billion to $10 billion in assets and $1 billion to $10 billion in liabilities. SBG Spacecoast listed $10 million to $50 million in assets and $1 million to $10 million in liabilities. SBG Cheese listed $1 million to $10 million in assets and $1 million to $10 million in liabilities. SBG Tampa listed $1 million to $10 million in assets and $1 million to $10 million in liabilities. SBG SE Florida listed $1 million to $10 million in assets and $1 million to $10 million in liabilities. Underwood Murray, PA, is the Debtors' legal counsel. Stretto is the claims agent. STARR CLEANING: Ted Burr Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 14 appointed Tedd Burr of Mac Restructuring Advisors, LLC as Subchapter V trustee for Starr Cleaning Services, LLC. Mr. Burr will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Burr declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tedd Burr Mac Restructuring Advisors, LLC 10191 E. Shangri La Road Scottsdale, AZ 85260 Cell: (602) 418-2906 Email: Ted@MacRestructuring.com About Starr Cleaning Services Starr Cleaning Services, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-07844) on Nov. 1, 2023, with up to $500,000 in assets and up to $1 million in liabilities. Austin Arrow, member, signed the petition. Judge Eddward P. Ballinger, Jr. oversees the case. Allan D. NewDelman, Esq., at Allan D. Newdelman, PC, represents the Debtor as legal counsel. STERETT COMPANIES: Hires Seiller Waterman as Bankruptcy Counsel --------------------------------------------------------------- Sterett Companies, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Seiller Waterman LLC as their bankruptcy counsel. The Debtor requires legal counsel to: a. give advice with respect to the powers and duties of the Debtor in the continued operations of its business and management of its assets; b. communicate with representatives of creditors and other parties-in-interest; c. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, if any, and objecting to claims filed against the estate; d. prepare legal papers; and e. perform other legal services in connection with the Debtor's Chapter 11 case and the formulation and implementation of its Chapter 11 plan. The firm will be paid at these rates: Partners $350 to $400 per hour Counsel $300 to $400 per hour Associates $250 to $350 per hour Paralegals $130 to $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer in the amount of $16,768. Neil Bordy, Esq., a partner at Seiller Waterman, 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: Neil C. Bordy, Esq. Seiller Waterman, LLC Meidinger Tower, 22nd Floor 462 S. Fourth Street Louisville, KY 40202 Telephone: (502) 584-7400 Facsimile: (502) 583-2100 Email: cantor@derbycitylaw.com About Sterett Companies, LLC Sterett Companies, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-40625) on October 27, 2023. In the petition signed by William L. Sterett, III, CEO, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Charles R. Merrill oversees the case. Neil C. Bordy, Esq., at Seiller Waterman LLC, represents the Debtor as legal counsel. SUMMIT MIDSTREAM: Moody's Rates New Unsec. Notes Due 2026 'Caa2' ---------------------------------------------------------------- Moody's Investors Service assigned a Caa2 rating to Summit Midstream Holdings, LLC's (Summit Midstream) new backed senior unsecured notes due 2026 (new notes). Summit Midstream's parent is Summit Midstream Partners, LP (SMLP). Summit Midstream and SMLP's other ratings and stable outlook remain unchanged, including SMLP's B3 Corporate Family Rating. A portion of the existing senior unsecured notes due 2025 will exchange into the new notes at par. In addition, approximately $30 million of new money will likely be raised and used to redeem or repurchase the existing 2025 notes that are not exchanged. Following the consummation of these transactions, approximately $49.9 million of the existing 2025 notes are expected to remain outstanding. Moody's ratings are subject to review of all final documentation and the execution of the transactions as proposed. "Summit Midstream's new notes should extend debt maturities while improving financial flexibility," said Amol Joshi, Moody's Vice President and Senior Credit Officer. RATINGS RATIONALE Summit Midstream's new notes have been rated Caa2, consistent with the ratings of the existing senior unsecured notes and two notches below SMLP's B3 CFR, reflecting the priority claim of Summit Midstream's ABL and second lien notes. The company's $400 million asset-based revolving credit facility (ABL facility) is subject to a borrowing base and has a first lien on substantially all assets and subsidiary capital stock. The second lien notes have a second priority lien on the ABL collateral and are rated B3, the same as the CFR. SMLP's preferred units are rated Caa3, three notches below SMLP's B3 CFR, and they receive 100% equity treatment in Moody's calculation of leverage. Moody's considers the Caa3 rating on the preferred units to be more appropriate than the rating suggested by Moody's Loss Given Default for Speculative-Grade Companies Methodology. If the proportion of revolver debt increases due to factors including as a result of increasing the size of the revolver, or the proportion of unsecured debt reduces due to factors including additional repayment of such debt, Summit Midstream's second lien notes could get downgraded. An unrestricted subsidiary of SMLP indirectly owns SMLP's 70% interest in the Double E natural gas pipeline in the Delaware Basin (Double E pipeline), and has material unrated debt. SMLP's B3 CFR is supported by its geographically diverse gathering & processing assets and diversified customer base. The company has stated that over 90% of its 2022 gross margin was derived from fee-based contracts, and volumetric risk is partially mitigated by acreage dedications and minimum volume commitments. SMLP's capital spending should be low in the near-term, and it will likely be focused in the Williston Basin and the DJ Basin. Capital spending in the Delaware Basin and its legacy assets in the Piceance Basin, Barnett Shale and Marcellus Shale should be minimal. The Double E pipeline, an equity method investment held at an unrestricted subsidiary, should improve the company's business profile after commercialization of existing capacity and expansion, while its funding adds to SMLP's consolidated debt balances. SMLP's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity pro forma for the new notes. At September 30, SMLP had $17.1 million of cash excluding $1.8 million of restricted cash, and $295 million drawn under Summit Midstream's ABL facility. The ABL facility is due May 2026. The proposed transactions should result in slightly less than $50 million outstanding of the existing senior unsecured notes due 2025. The expected amendment to the ABL facility should address its springing maturity and should have financial covenants including a maximum First Lien Net Leverage Ratio of 2.5x and a minimum Interest Coverage Ratio of 1.75x through December 31, 2024 and 1.9x thereafter. The company was in compliance with its financial covenants at September 30. The company should generate meaningful free cash flow through 2024 supporting its liquidity. The stable outlook is based on Moody's expectation that the company's leverage metrics gradually improve from weak levels as its earnings should improve and free cash flow is likely used to pay down some debt through 2024, and that the company maintains adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade of SMLP could be considered if the company achieves consolidated leverage comfortably below 5.5x and maintains adequate liquidity (In the consolidated leverage calculation, Moody's includes debt at SMLP's unrestricted subsidiary that indirectly owns its 70% interest in the Double E pipeline). A rating downgrade of SMLP could be considered if SMLP's consolidated leverage remains above 6.5x, SMLP's scale reduces materially due to asset sales without adequate debt reduction, or liquidity deteriorates. The principal methodology used in this rating was Midstream Energy published in February 2022. Summit Midstream Partners, LP is a publicly-traded master limited partnership primarily engaged in natural gas, crude oil and produced water transportation, gathering and/or processing in the Utica Shale, Williston Basin, Piceance Basin, DJ Basin, Barnett Shale, Delaware Basin and Marcellus Shale. SUPERIOR SEPTIC: Amends Citizens Bank & Capital One Secured Claims ------------------------------------------------------------------ Superior Septic, LLC, submitted an Amended Disclosure Statement with regard to Amended Chapter 11 Plan dated November 13, 2023. The Debtor is a septic company providing services for new installations, cleaning, and repairs of septic systems and lift stations for residential and commercial properties. Due to a dispute between the Debtor's members, the Debtor was unable to pay its operating expenses which led to Kubota Credit Corp., USA accelerating the loans for the Debtor's excavators which are necessary to its business operations. Therefore, the Debtor initiated this bankruptcy proceeding to reorganize its secured and unsecured debts. The dispute between the members has since been settled as set forth in the Settlement Agreement attached to the Motion to Approve Settlement Agreement which was approved by the Court by entry of an order on October 18, 2023. Class 4 consists of the secured claim of Citizens Bank, N.A. Citizens asserts a first priority security interest the Debtor's 2016 GMC Sierra (VIN ending in 9325) (the "Class 4 Collateral"). Citizens filed a Proof of Claim asserting it was the secured lender in first priority position as to the Class 4 Collateral in the amount of $30,269.48. Citizens shall retain its lien on the Class 4 Collateral and the lien shall be valid and fully enforceable to the same validity, extent and priority as existed on the Petition Date. Debtor shall pay the Secured Class 4 Claim in full on or before the Effective Date. Any payments made prior to the Effective Date and post-petition shall be applied to the principal balance of the Secured Class 4 Claim. The Claim of the Class 4 Lender is impaired by the Plan and entitled to vote on the Plan. Class 5 consists of the secured claim of Capital One Auto Finance. Debtor scheduled the secured claim of Capital One as to the Debtor's 2017 Range Rover (VIN ending in 8594) (the "Class 5 Collateral"), however, JPMorgan Chase Bank, N.A. filed a Proof of Claim asserting it was the secured lender in first priority position as to the Class 5 Collateral in the amount of $52,590.69 and valuing the Class 5 Collateral at $52,590.69. Chase filed a Motion for Relief from Stay on April 15, 2022 and Debtor agreed to surrender the Class 5 Collateral to Chase. As the Debtor has surrendered the Class 5 Collateral to Chase, Chase's claim is valued at $0.00. The Claim of the Class 5 Lender is impaired by the Plan and the Holder of Class 5 Claims is entitled to vote. Like in the prior iteration of the Plan, holders of Class 6 General Unsecured Claims shall be paid $20,000.00 over 36 months, to be paid a pro rata payment with payment commencing on the 10th of the month following the Effective Date and continuing by the 10th day of each subsequent month that will end on the 36th month anniversary of the Effective Date for a total of 36 payments. Class 7 consists of the Equity Security Holders of the Debtor, which upon confirmation of this Plan, shall solely be Haynes Bernstein pursuant to the Settlement Agreement and based on the following contributions: payment of the general unsecured claim of Durham & Taylor Supply Co. in the amount of $3,011.86; payment of the general unsecured claim of SunTrust Bank (now Truist Bank) in the amount of $1,900.71; purchase of a 2010 International 4000 work vehicle for the Debtor in the amount of $24,000.00; and a down payment of $60,000.00 on real property which Mr. Bernstein intends to purchase for the Debtor as its principal place of business. The total contribution of Mr. Bernstein to the Debtor is at minimum $88,912.57. The source of funds for payments pursuant to the Plan will be the profits of Debtor's septic business. The Plan provides that Debtor shall act as the Disbursing Agent to make payments under the Plan unless Debtor appoints some other entity to do so. Debtor may maintain bank accounts under the confirmed Plan in the ordinary course of business. Debtor may also pay ordinary and necessary expenses of administration of the Plan in due course. A full-text copy of the Amended Disclosure Statement dated November 13, 2023 is available at https://urlcurt.com/u?l=KmKP5P from PacerMonitor.com at no charge. Attorney for Debtor: William A. Rountree, Esq. Rountree Leitman & Klein, LLC Century Plaza I 2987 Clairmont Road, Suite 175 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlklawfirm.com About Superior Septic Superior Septic, LLC is a septic company providing services for new installations, cleaning, and repairs of septic systems and lift stations for residential and commercial properties. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-50200) on Jan. 7, 2022, listing $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Lisa Ritchey Craig oversees the case. William A. Rountree, Esq., and Caitlyn Powers, Esq., at Rountree, Leitman & Klein, LLC are the Debtor's attorneys. SURGERY CENTER: Moody's Hikes CFR to B2 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service upgraded Surgery Center Holdings, Inc.'s (Surgery Partners) Corporate Family Rating to B2 from B3, Probability of Default Rating to B2-PD from B3-PD, the Senior Secured First Lien Revolving Credit Facility and Senior Secured First Lien Term Loan ratings to Ba3 from B1, and the ratings on the Senior Unsecured notes to Caa1 from Caa2. Moody's also revised the outlook to stable from positive. The Speculative Grade Liquidity Rating is maintained at SGL-1. The upgrade reflects Moody's view that Surgery Partners has demonstrated solid operating performance despite labor and inflationary pressures that were a headwind in 2022. Moody's expects Surgery Partners' very good liquidity to support its future growth prospects while the company maintains a more conservative capital structure. Moody's forecasts Surgery Partners will be able to de-lever below 6.0x over the next 12-18 months. Deleveraging will come from anticipated growth from existing and new businesses and solid free cash flow generation. The stable outlook also reflects Moody's view that Surgery Partners has very strong liquidity to support its future growth prospects and Moody's favorable view of the longer-term prospects for ambulatory surgery centers. RATINGS RATIONALE Surgery Partners' B2 Corporate Family Rating reflects the company's elevated but improving leverage due mainly to the company's aggressive growth strategy and labor and inflationary pressures that have eased since 2022. Moody's estimates LTM September 30, 2023 leverage to be 6.5x, down from 8.3x at this time last year. Moody's forecasts that leverage will decline to under 6.0x over the next 12-18 months driven by organic growth, increased acuity and contributions from recent acquisitions. However, the rating is constrained by the elective nature of many of the procedures performed in Surgery Partners' ambulatory surgery centers (ASCs), meaning that patients can delay/forego treatment in times of economic weakness. Further, the risks stemming from exposure to government payers could lead to future reimbursement pressures. Moody's expects there to be minimal impact from the GLP-1 drugs on the short-term, but could see longer term pressure on elective procedures although it may also be a positive with the shift to the outpatient setting for healthier populations. Surgery Partners benefits from its strong market position and favorable industry fundamentals, as payers including Medicare and private insurers, continue to drive patients out of hospitals and into less costly points of care, like ASCs. Growth opportunities arise from the company's good case mix that favors procedures with higher reimbursements, and continued investments to enhance its cardiology and musculoskeletal capabilities. Surgery Partners will continue to make investments to enhance cardiology and musculoskeletal capabilities in its facilities through recruitment of specialists and technological investments (i.e., robotics) which will add to growth over the coming years. The senior secured first lien bank credit facilities are rated Ba3, two notches above the Corporate Family Rating. The rating reflects the instruments' priority claim on the assets and the considerable amount of junior debt below the senior secured borrowings that would provide first loss absorption. The senior unsecured notes are rated Caa1, which reflects their junior position to the first lien debt in the capital structure. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation of very good liquidity over the next 12-18 months. Surgery Partners had about $236 million of cash as of September 30, 2023, and full availability under its $553.8 million senior first lien secured revolving credit facility less about $9 million in letters of credit. Moody's anticipates about $35 million of positive free cash flow in 2023. Free cash flow will continue to be constrained by high fixed costs including interest expense, capital expenditures and minority interest dividends. That said, the company has hedges in place to protect it against rising interest rates through March of 2025. Surgery Partner's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. The company's rating reflects the weight placed on Surgery Partners governance considerations which reflect the company's financial strategy and risk management resulting from partial ownership and significant influence by private equity sponsors. Additionally, Surgery Partners has exposure to social risks related to demographic and societal trends driven by meaningful reliance on government payors and human capital risks due to its skilled labor force. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include less aggressive financial policies, reduction of debt/EBITDA to below 5.0x and an improvement in free cash flow. The ratings could be downgraded if leverage is sustained over 6.0x, either from operational issues or more aggressive financial policies, or if liquidity weakens. Surgery Center Holdings, Inc., headquartered in Brentwood, TN, is an operator of 154 short stay surgical facilities in 31 states as of September 30, 2023. The surgical facilities, which include 136 ASCs and 18 surgical hospitals, primarily provide non-emergency surgical procedures across many specialties. Surgery Center Holdings, Inc. also provides ancillary services including multi-specialty physician practices, urgent care facilities and anesthesia services. Surgery Center Holdings, Inc. is 46.05% owned by Bain Capital Private Equity, LP and listed on the NASDAQ. Revenue is approximately $2.7 billion LTM September 30, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. TEGNA INC: Reports Q3 2023 Results and Provides Q4 Guidance ----------------------------------------------------------- TEGNA Inc. has released its financial results for the third quarter ended September 30, 2023. TEGNA's Third Quarter Financial Highlights include: * Total company revenue of $713 million finished in-line with its guidance range in the third quarter, down 11% year-over-year, primarily due to the reduction of political revenue from the mid-term election cycle last year. -- Total company revenue was down 6% compared to the third quarter of 2021 due to the absence of Summer Olympics and macroeconomic headwinds in Advertising and Marketing Services revenue, partially offset by growth in subscription revenue. * Subscription revenue was a third quarter record of $378 million, up slightly year-over-year, driven by contractual rate increases, partially offset by subscriber declines. * AMS revenue was $312 million in the third quarter, down 3% year-over-year. Advertising trends in the third quarter showed sequential improvement compared to the second quarter. Automotive advertising revenue continued to show strong year-over-year growth for the fifth consecutive quarter. Underlying advertising trends were down less than 1% year-over-year, adjusting for the loss of a single national Premion account. As noted earlier this year, this impact will continue to be felt throughout 2023. -- Compared to 2021, third quarter AMS revenue was down 14% driven by the absence of Summer Olympics and continued macroeconomic headwinds. As a reminder, TEGNA is the largest NBC affiliation group. * GAAP operating expenses were $579 million, up 1% year-over-year. Non-GAAP operating expenses of $576 million finished in-line with its guidance range, up 1% year-over-year, with the increase driven primarily by programming costs, partially offset by operational expense management improvements. -- Non-GAAP expenses less programming decreased 1% from the third quarter of 2022 as a result of operational expense management improvements. * GAAP and non-GAAP operating income totaled $135 million and $138 million, respectively. * Interest expense was flat year-over-year at $43 million due to its attractively priced fixed-rate debt. * In July 2023, TEGNA sold a portion of its MadHive investment, recognizing a gain in the third quarter of approximately $26 million ($19 million after tax or $0.10 per share) reflected in Other non-operating items, net on the Consolidated Statement of Income. * TEGNA achieved net income of $96 million on a GAAP basis, or $78 million on a non-GAAP basis. * GAAP and non-GAAP earnings per diluted share were $0.48 and $0.39, respectively. * Total company Adjusted EBITDA3 was $166 million, representing a decrease of 38% compared to the third quarter of 2022, as expected, due to the absence of high-margin political revenue from mid-term elections and an increase in programming expenses. -- Third quarter Adjusted EBITDA was down 32% compared to the third quarter of 2021 reflecting the absence of Summer Olympics, macroeconomic headwinds and higher programming expenses. * Free cash flow4 was $60 million for the quarter. -- For the trailing two-year period ending September 30, 2023, free cash flow as a percentage of revenue was 20.6%. * Total cash and cash equivalents and net leverage at the end of the quarter were $553 million and 2.61x, respectively. TEGNA delivered on its return of capital commitment with the completion of its initial $300 million ASR program on August 31, 2023, earlier than anticipated. Following the completion of the ASR and before entering TEGNA's third quarter blackout period on September 16, the Company opportunistically repurchased an incremental $28 million of shares taking advantage of attractive market pricing. The repurchases were made under TEGNA's existing share repurchase program approved by the Board of Directors in December of 2020. The initial $300 million ASR program reduced the Company's outstanding shares by approximately 18 million shares, including final settlement of approximately three million shares. As announced last quarter, TEGNA's Board of Directors approved a second ASR program of $325 million, which is expected to commence this week. Since the termination of the merger agreement, TEGNA has committed this year to nearly $800 million in share repurchases with approximately 45-50 million shares that will be retired by end of March 2024, which will represent more than 20% of shares outstanding prior to these actions. As of September 30, 2023, TEGNA had retired a total of 28.7 million shares. "TEGNA is operating from a position of strength within the broadcast industry, and we are seeing positive momentum across our organization," said Dave Lougee, president and chief executive officer. "Our management team and Board are laser focused on generating shareholder value and building a track record of disciplined capital allocation as TEGNA advances its strategy as a standalone company. We are pleased with our initial actions to return cash accumulated during the pendency of the merger process by retiring a significant amount of shares. Our balance sheet affords us the unique opportunity to pursue organic growth and bolt-on M&A opportunities while also offering shareholders our recently increased dividend, as well as share repurchases. We fully expect 2024 will be another strong year driven by our favorable portfolio of stations in key markets benefiting from a robust presidential election cycle, the Summer Olympic Games, and the Super Bowl. "We are pleased to share that we will surpass our previously announced three-quarters of a billion dollars commitment of capital return to shareholders. During the third quarter, we opportunistically repurchased an incremental $28 million of shares in the open market under our existing share repurchase program. The initial $300 million ASR program we entered in June was completed at the end of August, earlier than anticipated. A second ASR program of $325 million is expected to commence this week. Taken together with the $136 termination fee from Standard General that was satisfied through the transfer of TEGNA common stock, we are now committing this year to nearly $800 million in share repurchases. "We are pleased to announce we've reached a comprehensive multi-year agreement renewal with ABC. Our strong relationships with our valued network partners have been built over decades and led to mutual success based on common goals. This renews TEGNA's ABC network affiliations in 13 markets across the country, which cover nine percent of the U.S. and serve nearly 11 million households. Our partnership combines ABC's popular entertainment, sports and news programming with our strong local stations and large audiences. "Turning to our results, we achieved a new third quarter record for subscription revenue. Our high-margin subscription revenue remains a core driver of our cash flow and, looking ahead, we will be repricing approximately 30 percent of our traditional subscribers at the end of this year. "Advertising and marketing services revenue saw sequential improvement driven by improving trends in key verticals such as automotive. Automotive, our largest category within AMS, has steadily recovered and is generating strong year-over-year growth for the fifth consecutive quarter. "Finally, all of us at TEGNA wish to congratulate our colleagues at WWL in New Orleans for receiving a News Emmy from the National Academy of Television Arts & Sciences for Outstanding Regional News Story: Investigative Report for 'The Man Behind the Warehouse,' an in-depth report on how more than 800 nursing homes residents ended up living in squalor after Hurricane Ida. We are proud that the investigation has contributed to the changing of laws, which will positively impact numerous lives in the community." In the fourth quarter of 2023, TEGNA expects to be disproportionately impacted by cyclical odd-to-even year results due to the absence of $179 million of high-margin political revenue reported in the fourth quarter of 2022. Fourth quarter revenue excluding political is projected to be flat despite macroeconomic headwinds in advertising. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/mrxjas6j About TEGNA Headquartered in Virginia, TEGNA Inc. is a broadcasting, digital media and marketing services company. As of Sept. 30, 2023, TEGNA has $7.20 billion in total assets and $4.22 billion in total liabilities. Egan-Jones Ratings Company on August 10, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by TEGNA Inc. TELESAT CANADA: S&P Upgrades ICR to 'CCC+', Outlook Negative ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Telesat Canada to 'CCC+' from 'SD' (selective default). S&P Global Ratings also affirmed its 'D' (default) issue-level ratings on the company's senior secured notes, unsecured notes, and senior secured term loan. S&P believes additional near-term, below-par repurchases of these obligations are possible per the company's disclosure. The negative outlook reflects S&P's view that the company's capital structure is unsustainable, given declining EBITDA, eroding liquidity from upfront LEO investments, and difficult market conditions. This could lead to a debt restructuring. Telesat Canada repurchased part of its senior secured term loan B at a below-par value, which S&P considers a distressed exchange. Exposure to declining direct-to-home (DTH) satellite service, pressure on mature, legacy geosynchronous earth orbit (GEO) operations, and the delay in growth from its low-earth orbit (LEO) project remain risks to Telesat's cash flow generation. Despite lower capital requirements for LEO, S&P's view of the Telesat`s business and unsustainable capital structure is largely unchanged. S&P said, "We believe Telesat's existing capital structure is unsustainable because the company has a substantial debt burden in relation to its ongoing earning capacity, its liquidity will weaken as LEO build progresses; and capital markets remain volatile. Although the debt repurchases moderately reduce Telesat's interest expense and balance-sheet debt, we still believe the company's existing capital structure is vulnerable." Moreover, Telesat's legacy GEO operations have limited growth opportunities, while the LEO satellite network faces potential headwinds of high capital investment (somewhat reduced by new contract with MDA) and an unexpected delay in launch and monetization. This increases the risk that cash flow and liquidity will weaken through Telesat's 2026 and 2027 debt maturities. S&P said, "The negative outlook reflects our expectation that the company's capital structure remains unsustainable given reduced EBITDA generation, eroding liquidity, and difficult market conditions, which could lead to a debt restructuring. "We could lower the ratings on Telesat if revenue declines faster, such as from losing or repricing contracts, pricing pressure, customer losses, or a reduction in services. This further weakens cash flow and pressures liquidity. After considering risks related to the execution on LEO, we would assess the potential for a near-term debt restructuring. "We could revise the outlook to stable if the definitive commitment from government financing provides greater certainty on funding for a major portion of LEO, strengthening Telesat's liquidity profile. We also believe improving its leverage profile, sustaining adequate liquidity, and gaining visibility for overall revenue and EBITDA sustained from LEO growth could support the refinancing of Telesat's GEO debt." This would improve the company's credit quality and support a revision to stable. TEXARKANA ARKANSAS: Court OKs Interim Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Arkansas, Texarkana Division, authorized Texarkana Arkansas Hospitality, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10$ variance. The Debtor requires the use of cash collateral to pay its direct operating expenses and obtain goods and services needed to carry on its business. H&R Grewal LLC and the U.S. Small Business Administration assert an interest in the Debtor's cash collateral. As adequate protection, the Secured Lenders are granted continuing liens co-extensive and with the same validity, force, and effect as existed just before the Debtor's filing, with the Secured Lenders' pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor. As adequate protection for the diminution in value of the interests of the Secured Lenders, the Secured Lenders are granted replacement liens and security interests, in accordance with Bankruptcy Code Sections 361, 363, 364(c)(2), 364(e), and 552, coextensive with their pre-petition liens. The replacement liens granted to the Secured Lenders are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of State's Office or any other such act of perfection. H&R and SBA are adequately protected in the form of an equity cushion; provided, however, that the Debtor will pay H&R the sum of $15,000 monthly as additional adequate protection. The payment will be retroactive to the filing of the case with all past payments for June 2023 through and including the October 2023 payment due and payable within 10 business days of the date of this order. All future payments commencing with the November 2023 payment will be due and payable on the first of the month and will continue until the parties agree or the Court orders otherwise. A copy of the order is available at https://urlcurt.com/u?l=sDI07i from PacerMonitor.com. About Texarkana Arkansas Hospitality Texarkana Arkansas Hospitality, LLC, owns and operates a Comfort Suites hotel located in Texarkana, Arkansas. The property is valued at $7.5 million. Texarkana Arkansas Hospitality filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case No. 23-70804) on June 8, 2023. The Hon. Richard D. Taylor presides over the cases. Kevin P. Keech, Esq., at Keech Law Firm, PA, serves as the Debtor's counsel. In its petition, the Debtor listed $7,832,764 in total assets and $4,003,876 in total liabilities. The petition was signed by Sukhpal Singh as member. Judge Richard D. Taylor oversees the case. Texarkana Arkansas Hospitality previously sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 16-14556) on Aug. 30, 2016. Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's counsel in the 2016 case. TGC SYSTEMS: Seeks Cash Collateral Access ----------------------------------------- TCG Systems, LLC asks the U.S. Bankruptcy Court for the District of Nevada for authority to use cash collateral the cash collateral of GrowGeneration Corp. and provide adequate protection. The Debtor requires the use of cash collateral to pay necessary operating expenses. GrowGen asserts a secured interest in the Debtor's cash, including deposit accounts, which the Debtor needs to use to maintain and operate its business. The Debtor submits that GrowGen is adequately protected by virtue of the following: (1) GrowGen's cash collateral will be used to maintain and operate the Debtor's business; (2) the value the GrowGen's collateral is not decreasing; and (3) GrowGen will have a replacement lien against any post-petition cash received by the Debtor. The Debtor owes GrowGen approximately $1.813 million. At the time this case was filed, the Debtor's personal property was valued at $479,790, which includes cash and cash equivalents of $72,838, works in progress and inventory of $230,064,office furniture and equipment of $2,500, and tools and equipment valued at $75,000, and receivables with a face value of $230,064. The Debtor's use of GrowGen's cash collateral to maintain and operate the Debtor's business protects GrowGen. The Debtor is also willing to grant GrowGen a replacement lien against all cash received by the Debtor post-petition. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=J87T6Q from PacerMonitor.com. The Debtor projects total operating cash disbursements, on a weekly basis, as follows: $156,940 for the week ending November 25, 2023; $144,475 for the week ending December 2, 2023; $117,171 for the week ending December 9, 2023; and $85,705 for the week ending December 16, 2023. About TGC Systems TGC Systems, LLC is a company in Incline Village, Nev., which conducts business under the name Total Grow Control. TGC Systems filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-50783) on Oct. 23, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Derek Oxford, manager of TCG Investments, signed the petition. Kevin A. Darby, Esq., at Darby Law Practice represents the Debtor as bankruptcy counsel. THORCO INC: Seeks to Hire Johnson May as Bankruptcy Counsel ----------------------------------------------------------- Thorco, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Johnson May Law as its attorney. The firm's services include: a. preparation and filing of amendments to previously-filed documents in the Case; b. attendance at all meetings of creditors, hearings, pretrial conferences, and trials in the case or any litigation arising in connection with the case, whether in state or federal court; c. preparation, filing, and presentation to the Bankruptcy Court of any pleadings requesting relief; d. preparation, filing, and presentation to the court of a disclosure statement (if needed) and plan or arrangement under Chapter 11 of the Bankruptcy Code (including amendments to those pleadings, if necessary); e. review of claims made by creditors or interested parties, preparation, and prosecution of any objections to claims as appropriate; f. preparation and pursuit of adversary proceedings seeking relief pursuant to the Bankruptcy Code or relevant state laws; g. preparation, filing, and presentation to the court of all applications to employ and compensate professionals in the Chapter 11 proceeding; h. preparation and presentation of a final accounting and motion for final decree closing the bankruptcy case; i. representation related to claims being pursued in Adversary Case No. 22-09003-WLH; and j. representation related to any appeals (if any) of the claims or issues outlined above. The firm's hourly rates are as follows: Attorneys $195 to $375 Paralegal $95 to $175 The Debtor agreed to pay the firm $40,000 as retainer. As disclosed in court filings, Johnson May does not represent interests adverse to the Debtor and its estate. The firm can be reached through: Matthew T. Christensen, Esq. Johnson May, PLLC 199 N. Capitol Blvd., Suite 200 Boise, ID 83702 Tel: (208) 384-8588 Fax: (208) 629-2157 Email: mtc@johnsonmaylaw.com About Thorco Inc. Thorco, Inc. is classified under heavy and civil engineering construction and has been in business for more than 10 years. It is located in Kalispell, Mont. Thorco filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-90119) on July 29, 2022, with as much as $50,000 in both assets and liabilities. Christy L. Brandon serves as Subchapter V trustee. Judge Joseph M. Meier oversees the case. The Debtor tapped Klinkhammer Law Offices as bankruptcy counsel; Kris A. McLean Law Firm, PLLC as special counsel; and Andrew Johnson CPA, PLLC as accountant. TOTAL AUTO: Seeks Cash Collateral Access ---------------------------------------- Total Auto Financing LLC asks the U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of its cash collateral to operate its business, pay its employees, and maintain operations as it liquidates the Loan Portfolio under a projected cash-flow budget. To obtain capital to grow, Total Auto approached American Credit Acceptance, LLC and entered into a credit agreement for $8 million on July 15, 2022. Under this agreement, Total Auto pledges its car titles and retail installment contracts to ACA in exchange for lending. This credit agreement was extended to $30 million one year later. ACA greatly expanded the Debtor's loan portfolio in a relatively short period of time. ACA charged a 16% interest rate on its lending prior to the alleged default in this matter. ACA has used Total Auto and the marketing skills of the Bayramov brothers to build a large portfolio of sub-prime automobile loans. Total Auto's most important asset under the Credit Agreement with ACA is the right to service and manage the loan portfolio. If Total Auto can lower the default rate of the subprime loans by working with consumers and encouraging them to perform their automobile loans, then Total Auto and the Bayramov Brothers stand to reap millions of dollars. The face value of the loan portfolio is $48 million and Total Auto owes ACA approximately $31 million. On July 14, 2023, ACA entered into an Amended and Restated Credit Agreement. At that time, the credit facility was extended for another 3 months until October 12, 2023. The Amended and Restated Credit Agreement is very opaque and complex. ACA also required all principals and entities associated with Total Auto to sign absolute loan guarantees. ACA filed an action in the Federal District Court for the State of South Carolina, styled in which it has sought to end Total Auto's servicing rights. The District Court entered a preliminary injunction in favor of ACA. A new servicing entity known as Peritus is contacting Total Auto's clients and debtors, sharing the injunction order and damaging Total Auto's reputation. ACA's actions have caused significant stress and financial losses for Total Auto, and it rightly feels seeking a bankruptcy reorganization would protect the company's assets. ACA is the only secured creditor with a lien on the Debtor's assets and proceeds. Pursuant to the Amended and Restated Credit Agreement dated July 14, 2023, in the original principal amount of $30 million, ACA has lien on the loan portfolio assets of the Debtor, including all of the proceeds generated therefrom. UCC-1 Financing Statements have been filed evidencing the ACA's Obligations. As adequate protection for the use of the cash collateral, ACA will receive principal and interest payments from the Debtor at the nondefault rate of interest of 16%. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=LYzsTa from PacerMonitor.com. The Debtor projects $5.2 million in total cash out for the 13-week ending February 6, 2023. About Total Auto Financing LLC Total Auto Financing LLC is in the business of automotive finance for sub-prime car purchasers using retail installment contracts. The Debtor was formed by two brothers – Elshan Bayramov and Babak Bayramov - on September 28, 2020. It provides loan portfolio management services for a $48 million loan portfolio employing 8 persons in the United States and 8 persons in the Bayramovs' native country of Azerbaijan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11867) on November 15, 2023. In the petition signed by Elshan Bayramov, member-manager, the Debtor disclosed up to $50 million in both assets and liabilities. Martin C. Conway, Esq., at Conway Law Group, PC, represents the Debtor as legal counsel. TRIMAX MEDICAL: Case Summary & Nine Unsecured Creditors ------------------------------------------------------- Debtor: Trimax Medical Management, Inc. 487 Cherry Street 3rd Floor Macon, GA 31201 Chapter 11 Petition Date: November 20, 2023 Court: United States Bankruptcy Court Middle District of Georgia Case No.: 23-51628 Debtor's Counsel: David L. Bury, Jr., Esq. STONE & BAXTER, LLP 577 Third Street Macon, GA 31201 Tel: 478-750-9898 Fax: 478-750-9899 Email: dbury@stoneandbaxter.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Hugh F. Smisson, III as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3HFOOLA/Trimax_Medical_Management_Inc__gambke-23-51628__0001.0.pdf?mcid=tGE4TAMA UNITED SITE SERVICES: Sees Bond Loan Drop as Revenue Dipped ----------------------------------------------------------- Eliza Ronalds-Hannon of Bloomberg News reports that the debt of United Site Services Inc. traded lower after the portable toilet rental firm reported a revenue decline and lower Ebitda for the third quarter, according to people familiar with the matter. The company's nearly $2 billion term loan fell from as high as 75 cents on the dollar to the low 70s following the results, said the people, who asked not to be named discussing private information. Its 8% bond due 2029 fell more than 9 cents to 35.25 cents, according to Trace data. About United Site Services United Site Services Inc. provides portable sanitation and related site services. VBI VACCINES: Incurs $20.4 Million Net Loss in Third Quarter ------------------------------------------------------------ VBI Vaccines Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $20.44 million on $6.62 million of net revenues for the three months ended Sept. 30, 2023, compared to a net loss of $25.21 million on $317,000 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 of $92.82 million on $7.83 million of net revenues, compared to a net loss of $92.16 million on $789,000 of net revenues for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $100.78 million in total assets, $77.19 million in total current liabilities, $3.70 million in total non-current liabilities, and $19.88 million in total stockholders' equity. Going Concern Doubt The Company said it faces a number of risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company's products, and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development and commercialization of its products. The Company has an accumulated deficit of $582,432,000 and cash of $35,454,000 as of Sept. 30, 2023. Cash outflows from operating activities were $48,826,000 for the nine months ended Sept. 30, 2023. VBI Vaccines stated, "The Company will require significant additional funds to conduct clinical and non-clinical trials, achieve and maintain regulatory approvals, and commercially launch and sell our approved products. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, government or non-governmental organization grants or subsidies, and/or revenues from potential business development transactions, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. If we are unable to obtain additional financing, we may be required to pursue a reorganization proceeding, including under applicable bankruptcy or insolvency laws. The above conditions raise substantial doubt about the Company's ability to continue as a going concern." Management Comments "In Q3, we were focused on pipeline execution with continued revenue growth for PreHevbrio, meaningful data readouts and clinical advancements of our lead development candidates, and the announcement of a next-generation proprietary technology that blends the benefits of our eVLP technology with those of mRNA platforms," said Jeff Baxter, VBI's president and CEO. "Additionally, in this period of challenging financial markets for biotechnology companies, we are intensely focused on managing our operating expenses and capital to fuel sustainable growth and value for key stakeholders." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/764195/000149315223041082/form10-q.htm About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $113.30 million for the year ended Dec. 31, 2022, a net loss of $69.75 million for the year ended Dec. 31, 2021, a net loss of $46.23 million for the year ended Dec. 31, 2020, a net loss of $54.81 million for the year ended Dec. 31, 2019, and a net loss of $63.60 million for the year ended Dec. 31, 2018. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 13, 2023, citing that the Company faces several risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company's products, and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development and commercialization of its products. The Company has an accumulated deficit as of Dec. 31, 2022 and cash outflows from operating activities for the year-ended Dec. 31, 2022 and, as such, will require significant additional funds to conduct clinical and non-clinical trials, commercially launch its products, and achieve regulatory approvals that raise substantial doubt about its ability to continue as a going concern. VENUS CONCEPT: Incurs $8.96 Million Net Loss in Third Quarter ------------------------------------------------------------- Venus Concept Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $8.96 million on $17.62 million of revenue for the three months ended Sept. 30, 2023, compared to a net loss of $14.49 million on $21.54 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 $25.90 million on $58.22 million of revenue compared to a net loss of $33.64 million on $75.21 million of revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $98.92 million in total assets, $110.30 million in total liabilities, and a total stockholders' deficit of $12.17 million. The Company has had recurring net operating losses and negative cash flows from operations. As of Sept. 30, 2023 and Dec. 31, 2022, the Company had an accumulated deficit of $250,787,000 and $224,105, respectively, though, the Company was in compliance with all required covenants as of Sept. 30, 2023, and Dec. 31, 2022. Venus Concept said, "The Company's recurring losses from operations and negative cash flows raise substantial doubt about the Company's ability to continue as a going concern within 12 months from the date that the unaudited condensed consolidated financial statements are issued. The global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increasing inflation rates, rising interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on our business cannot be predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit facilities." Management Commentary: "As previously announced, our third quarter revenue results reflect better-than-expected performance in the U.S. where sales increased 14% on a quarter-over-quarter basis, offset by the impacts of our accelerated restructuring activities in certain international markets," said Rajiv De Silva, chief executive officer of Venus Concept. "We are pleased with the progress we have made in our strategic turnaround plan in 2023. Our restructuring efforts to reduce expenses are exceeding expectations, and repositioning of the business in the US and internationally supports growth in 2024. Our primary objective for 2023 has been to reduce cash burn by 50% or more year over year, which we are still on track to achieve due to our cost restructuring efforts. The recently announced debt restructuring activities provide Venus Concept with substantial additional liquidity to support maintenance of ongoing operations, execution of our near-to-intermediate term strategic turnaround objectives and funding of priority investments in key R&D initiatives. We are committed to our stated priorities in 2023 to re-focusing the business and repositioning Venus Concept to enhance the cash flow profile of the Company and to accelerate the path to long-term, sustainable, profitability and growth." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1409269/000143774923031980/vero20230930_10q.htm About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. Venus Concept reported a net loss of $43.58 million in 2022 compared to a net loss of $22.14 million in 2021. As of Dec. 31, 2022, the Company had $125.38 million in total assets, $116.64 million in total liabilities, and $8.74 million in stockholders' equity. Toronto, Canada-based MNP LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has reported recurring net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. VERDE BUILDING: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, authorized Verde Building Solutions, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor asserts that it does not have one current secured creditor by way of filings with the North Carolina Secretary of State. Rather, the search results reveal only one creditor, Multiple Funding Solutions, Inc. which secured position lapsed on March 2, 2023. The Debtor's depository is Bank OZK who is in possession of the Debtor's cash. The account was opened for the sole purpose of earmarking funds for the benefit of the federal housing project known as "Vantage Point." The Vantage Point project is a federal housing project in which the City of Charlotte and the Federal Department of Housing and Urban Development who partnered with DreamKey Partners. The Debtor was then retained thereafter. On March 3, 2022, the Debtor executed that certain unsecured Promissory Note in favor of Carter Lumber of the South, Inc. On October 24, 2022, Carter Lumber filed suit in the Court of Common Pleas Portage County, Ohio. The action was reduced to final judgment in favor of Carter Lumber on August 24, 2023 in the principal amount of $273,234. Prior to the October 11, 2023 Petition Date, the judgment had not been domesticated to Mecklenburg County, North Carolina. On September 11, 2023, Bank OZK purportedly received from Carter Lumber its Affidavit, Order and Notice of Garnishment of Property Other Than Personal Earnings And Answer of Garnishee Notice of Garnishment to Bank OZK. As of the next full business date from the date of the purported garnishment notice the time of notice, the Bank OZK held in the Debtor's account $144,832. Carter asserts a perfected secured interest in the money held in the Bank OZK. The Debtor disputes such assertion, and upon information and belief, Bank OZK supports the Debtor's contention. The Debtor is authorized to pay Carter Lumber of the South a monthly adequate protection payment of $2,000 which will be credited against any allowed secured claim in the case. The Budget is created from the overall project budget that the Debtor submitted when bidding on the Vantage Point project. The Debtor anticipates receiving its next draw during the week of November 15, 2023 in the amount of $975,000. In addition to the forthcoming draw, as of the date of this Motion, the Debtor holds $376,651 in its bank account. DreamKey Partners, LLC is permitted to direct pay subcontractors associated with the Federal Housing Project for which the Debtor will receive full credit for each payment. As adequate protection, Carter Lumber of the South is granted a replacement security interest under 11 U.S.C. Section 361 up to $207,808 to the same extent and in the same priority as its pre-petition security interest, and said replacement security interest includes (a) the Debtor's cash and cash equivalents, and (b) the Debtor's accounts receivable. A continued hearing on the matter is set for December 13, 2023 at 9:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=Cq1esY from PacerMonitor.com. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=endPFj from PacerMonitor.com. The Debtor projects $916,512 in total expenses for November 2023. About Verde Building Solutions Verde Building Solutions, Inc. is a full-service design, construction and development firm specializing in multi-family, residential and mixed-use projects. The company is based in Charlotte, N.C. Verde Building Solutions filed Chapter 11 petition (Bankr. W.D.N.C. Case No. 23-30704) on Oct. 11, 2023, with up to $1 million in assets and up to 10 million in liabilities. Ronald Staley Jr., president, signed the petition. Judge Laura T. Beyer oversees the case. The Debtor tapped John C. Woodman, Esq., at Essex Richards, PA as legal counsel and Michael T. Bowers, CPA, as accountant. VETERANS MFG: Deborah Caruso Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 10 appointed Deborah Caruso, Esq., at Rubin & Levin as Subchapter V trustee for Veterans Mfg., Inc. Ms. Caruso will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Caruso declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Deborah J. Caruso, Esq. Rubin & Levin 135 N. Pennsylvania St., Suite 1400 Indianapolis, IN 46204 Phone: (317) 860-2928 Email: dcaruso@rubin-levin.net About Veterans Mfg. Veterans Mfg., Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-04846) on Oct. 30, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Jeffrey J. Graham oversees the case. Preeti Gupta, Esq., at Preeti (nita) Gupta, Attorney represents the Debtor as bankruptcy counsel. WEWORK INC: Premier Workspaces Mulls Acquisition of Locations ------------------------------------------------------------- Premier Workspaces, a prominent provider of flexible office space solutions, is actively exploring opportunities to acquire select coworking locations from landlords where WeWork is looking to exit leases due to the company's ongoing bankruptcy proceedings. WeWork, as part of its bankruptcy filing announced that it will reject over 60 leases in the U.S. and potentially try and renegotiate hundreds of other leases. Premier Workspaces sees this as a unique chance to expand its footprint and strengthen its commitment to providing top-tier workplace solutions. Premier has been in business for more than 21 years and has never had an unprofitable year. It is debt free and has never defaulted on a lease or filed bankruptcy. Premier brings stability, profitability, and operational experience no other operator can match. "We are excited to announce our intent to takeover strategic locations as WeWork exits leases amidst their bankruptcy proceedings," said Jeff Reinstein, CEO of Premier Workspaces. "This represents a win-win opportunity for all stakeholders, as we aim to ensure a seamless transition for both property landlords and existing WeWork clients at the affected centers." Premier Workspaces' acquisition strategy involves identifying and evaluating potential locations where WeWork is vacating leases, creating an opportunity for Premier to step in as the new operator. The company is dedicated to working closely with landlords to secure these locations through management, joint-venture, or lease agreements while maintaining continuity of service for existing occupants. The goal is to provide a stable and supportive environment for current occupants. The company, committed to delivering exceptional workspace solutions, including private offices, team rooms, coworking spaces, virtual offices, and meeting room facilities, leverages its well-established network of premium locations throughout the United States to accommodate the needs of both landlords and tenants affected by the WeWork situation. "We understand the importance of providing reliable workspace solutions, " added Michael Pollack, VP of Real Estate "By taking over these prime office locations, we aim to facilitate the continued success of businesses and professionals while supporting our growth and commitment to the future of work." Premier Workspaces is actively engaging in discussions with landlords to secure locations affected by WeWork's lease exits. Having successfully taken over 52 distressed shared workspace locations from other operators in the past, Premier is well-equipped to stabilize operations and reposition the acquired locations within the market. This expansion into new office space locations will further strengthen Premier Workspaces' position as a leader in the coworking industry. About Premier Workspaces Premier Workspaces --http://www.premierworkspaces.com-- stands as a prominent operator within the executive suite, coworking, and shared workspace domain, maintaining an extensive network of locations across the United States. These locations are spread across states including Arizona, California, Hawaii, Illinois, Nevada, New Jersey, New York, North Carolina, Ohio, Texas, Washington, and the District of Columbia. With a history dating back to 2002, Premier Workspaces has overseen the ownership and operation of over 141 locations, encompassing a total commercial office space exceeding 2.5 million square feet. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors are represented by Kirkland & Ellis LLP (Edward Sassower, Joshua Sussberg, Steven Serrejeddini, Ciara Foster, Oliver Pare, Josh Greenblatt, Jimmy Ryan, Connor Casas, William Arnault) and Cole Schotz PC (Michael Sirota, Warren Usatine, Felice Yudkin, Ryan Jareck) as legal counsel, Alvarez & Marsal North America LLC (Justin Schmaltz) as financial advisor, and PJT Partners LP (Paul Sheaffer) as investment banker. Softbank is represented by Weil Gotshal & Manges LLP (Gary Holtzer, Gabriel Morgan, Kevin Bostel, Eric Einhorn) and Wollmuth Maher & Deutsch LLP (Paul DeFilippo, James Lawlor, Steven Fitzgerald, Joseph Pacelli) as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WORKSITE LABS: Late Model Equipment to Be Sold at Nov. 30 Auction ----------------------------------------------------------------- On November 30, ThreeSixty Asset Advisors LLC and EquipNet, Inc. will hold a public online auction of over 500 lots of late model equipment ordered sold as a result of Worksite Labs' Chapter 11 Bankruptcy Filing. Equipment will be sold from lab facilities in California, Nevada and Washington, with some remote location equipment sold from EquipNet's Canton Massachusetts facility. Worksite Labs filed for bankruptcy protection in July of 2023. The company, which launched in 2020, initially to serve the growing need for Covid testing, quickly pivoted away from being a Covid-centric operation into broader laboratory diagnostics services. The company leveraged its extensive network and provider contracts, opening facilities throughout the Western US, New York and Guam. With the acquisition of state-of-the art hematology, immunology and chemical analyzers, WSL was able to provide a variety of over 400 blood and urine diagnostics services. Cash flow issues, however, caused by health insurance revenue cycle and payment delays, forced the company into a Chapter 11 bankruptcy reorganization, which has now resulted in the shuttering of multiple locations, all provisioned with state-of-the art equipment. "It's rare to see such a quality selection of late model laboratory equipment come available at auction. Virtually all of the items in the sale are less than 2 years old, with some items found still in original packaging," says ThreeSixty President, Jeff Tanenbaum. The auction will feature numerous real-time PCR analyzers from Bio-Rad, Thermo Fisher Scientific, Cepheid and other top brands, centrifuges and micro centrifuges, Biosafety cabinets and lab hoods, microscopes, pipettor robots, lab refrigeration and a wide range of lab and office support equipment, including worktables, carts and shelving, iPads, laptop computers, two 24' cargo trailers retrofit with flooring, lighting and a/c, and much more. In addition, the company's leased 2022 Abbott Alinity c and Alinity i systems and its two Abbot CELL-DYN Ruby Hematology Analyzers are being sold pre-auction on behalf of the leasing companies. The company is also entertaining offers on its various licenses and contracts. For inquiries, or for a complete auction catalog and terms of sale, go to 360bid.sale or email support@360assetadvisors.com. All items are viewable online, will open for bidding on November 27 and will close in succession on November 30 starting at 12:00 noon PT at the equipnet.com bidding site. Buyers will be responsible to remove items from each location within a three-day period allocated for each site. See the auction companies' websites for more details. About Worksite Labs Worksite Labs, Inc., a company in Long Beach, Calif., filed its voluntary Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-14539) on July 20, 2023, with $1 million to $10 million in both assets and liabilities. Gary Frazier, chief executive officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. The Debtor tapped Levene, Neale, Bender, Yoo & Golubchik, LLP as bankruptcy counsel; Reliance Group, LLP as corporate counsel; and Carlson & Jayakumar, LLP as healthcare regulatory counsel. YEP COMMERCE: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Yep Commerce, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The court said funds not used by the Debtor in a given month will be sequestered in a Debtor-in-Possession bank account. As adequate protection for the use of cash collateral, Bridge Bank, a subsidiary of Western Alliance Bank, is granted replacement liens against the Debtor's post-petition cash collateral and the proceeds thereof, to the same extent, validity, and priority as any prepetition lien held by Bridge Bank. As further adequate protection for the use of cash collateral, the Debtor will pay to Bridge Bank the sum of $11,375 within five business days after entry of the Order, and will continue to make monthly payments consistent with Bridge Bank's loan documents each month on or before the 10th day of the month while the Debtor is authorized to use cash collateral. These amounts may be debited from amounts held at Bridge bank accounts. As adequate protection for the use and diminution in value of cash collateral, Umpqua Bank is granted replacement liens against the Debtor's postpetition collateral and the proceeds thereof, to the same extent, validity, and priority as any prepetition lien held by Umpqua Bank. A final hearing on the matter is set for December 6, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=uEQZjx from PacerMonitor.com. About Yep Commerce, Inc. Yep Commerce, Inc. is a general freight trucking company. Its logistics solutions are designed to serve the needs of individual shippers, small and mid-sized businesses, as well as enterprise customers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.Del Case No. 23-11820) on November 6, 2023. In the petition signed by Airende Ojeomogha, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. Jason S. Levin, Esq., at Morris James LLP, represents the Debtor as legal counsel. ZYMERGEN INC: Comm. Hires Berkeley Research as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors of Zymergen Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Berkeley Research Group, LLC, as financial advisor. The firm will render these services: a) develop strategies to maximize recoveries from the Debtors' assets and advise and assist the Committee with such strategies, including development of recovery models for use by the unsecured creditors; b) monitor liquidity and cash flows throughout the Cases and scrutinize cash disbursements and capital requirements, including, but not limited to, critical vendor payments and other payments permitted pursuant to first day motions; c) develop and issue periodic monitoring reports to enable the Committee to evaluate effectively the Debtors' performance relative to projections and any relevant operational issues, including liquidity, any 363-sale processes and subsequent wind-down activities on an ongoing basis; d) advise and assist the Committee in its analysis and monitoring of the historical, current and projected financial affairs of the Debtors, including, schedules of assets and liabilities, statement of financial affairs, and monthly operating reports; e) advise and assist the Committee with respect to any debtor-in-possession financing arrangements and/or use of cash collateral; f) analyze both historical and ongoing intercompany and/or related party transactions and or material unusual transactions of the Debtors and non-Debtor affiliates. Such analysis to include developing an oversight protocol with the Debtors' advisors to closely monitor such transactions to prevent value leakage; g) advise and assist the Committee in its assessment of the Debtors' employee needs and related costs, including any recent (including prepetition) employee bonuses or retention payments and any proposed employee bonuses such as any proposed Key Employee Incentive Plan or Key Employee Retention Plan for the Debtors' insiders and employees, and providing expert testimony related thereto; h) prepare valuations of the Debtors' assets, including the value of equity of any consolidated and/or publicly traded subsidiary; i) identify and develop strategies related to the Debtors' intellectual property and license agreements; j) advise and assist the Committee in reviewing and evaluating any court motions (including any assumption or rejection motions or objections thereto), applications, or other forms of relief filed or to be filed by the Debtors, or any other parties-in-interest; k) advise and assist the Committee and Counsel in their review of any potential prepetition liens of secured parties; l) advise the Committee with respect to any potential preference payments, fraudulent conveyances, and other potential causes of action that the Debtors' estates may hold against insiders and/or third parties and assist with any investigations related to such matters as required; m) identify and asses the value of unencumbered assets; n) as appropriate and in concert with the Committee's other professionals, analyze and monitor any sale processes and transactions both within and outside the U.S. and assess the reasonableness of the process and the consideration received; o) assist with the development and review of a cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; p) monitor the Debtors' claims management and reconciliation process, including analyzing guarantees and claims by entity and preparing related summaries; q) review and provide analysis of any bankruptcy plan and disclosure statement relating to the Debtors including, if applicable, the development and analysis of any bankruptcy plans proposed by the Committee to assess their achievability; r) attend Committee meetings, court hearings, and auctions as may be required; s) work with the Debtors' tax advisors to ensure that any restructuring or sale transaction is structured to minimize tax liabilities to the estate as well as assist with the review of any tax issues associated with, for example, claims/stock trading, preservation of net operating losses, and refunds from any plan of reorganization and/or asset sales; t) work with the Debtors' financial advisor and investment banker on matters outlined above, as necessary; u) analyze the Debtors operating results and liquidity for its operations; and v) provide other services as may be requested from time to time by the Committee and its Counsel. The firm will be paid at these hourly rates: Managing Directors $1,050 to $1,250 Associate Directors & Directors $810 to $990 Professional Staff $395 to $795 Support Staff $175 to $350 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph Vizzini, a managing director at Berkeley Research Group, 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: Joseph A. Vizzini Berkeley Research Group, LLC 250 Pehle Avenue, Suite 301 Saddle Brook, NJ 07663 Tel: (201) 587-7120 Fax: (201) 587-7102 Email: jvizzini@thinkbrg.com About Zymergen Inc. Zymergen, Inc., which was founded in April 2013, is a science and material innovation company focused on designing, developing and commercializing bio-based products for use in a variety of industries. It is based in Emeryville, Calif. Zymergen and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11661) on Oct. 3, 2023. At the time of the filing, Zymergen reported $100 million to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal counsel and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Andrew L Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP is the committee's legal counsel. ZYMERGEN INC: Committee Hires Landis Rath & Cobb as Co-Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Zymergen Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Landis Rath & Cobb LLP as its co-counsel. The firm will render these services: (a) render legal advice with respect to the powers and duties of the Committee and the other participants in the Debtors' Chapter 11 Cases; (b) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses and any other matter relevant to the Debtors' Chapter 11 Cases, as and to the extent such matters may affect the Debtors' unsecured creditors; (c) participate in negotiations with parties-in-interest with respect to any disposition of the Debtors' assets, any plan of reorganization and disclosure statement in connection with such plan, and otherwise protect and promote the interests of the Debtors' unsecured creditors; (d) assist with the preparation of all necessary applications, motions, answers, orders, reports and papers on behalf of the Committee, and appear on behalf of the Committee at Court hearings as necessary and appropriate in connection with the Debtors' Chapter 11 Cases; (e) render legal advice and perform legal services in connection with the foregoing; and (f) perform all other necessary legal services in connection with the Debtors' Chapter 11 Cases, as may be requested by the Committee. The firm's hourly rates are as follows: Partners $1,150 - $820 Counsel $1,525 - $1,565 Associates $625 - $395 Paraprofessionals $310 - $275 Legal Assistants $200 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, the following is provided in response to the request for additional information: -- Landis Rath & Cobb has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the professionals included in this engagement have varied their rates based on the geographic location of the Chapter 11 cases; -- The firm has not represented the Committee in the 12 months prepetition; and -- Landis Rath & Cobb, in conjunction with the Committee, is developing a prospective budget and staffing plan to reasonably comply with the U.S. Trustee Guidelines. Matthew McGuire, Esq., a partner at Landis Rath & Cobb, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Landis Rath can be reached at: Adam G. Landis, Esq. Matthew B. McGuire, Esq. Joshua B. Brooks, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 E-mail: landis@lrclaw.com mcguire@lrclaw.com brooks@lrclaw.com About Zymergen Inc. Zymergen, Inc., which was founded in April 2013, is a science and material innovation company focused on designing, developing and commercializing bio-based products for use in a variety of industries. It is based in Emeryville, Calif. Zymergen and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11661) on Oct. 3, 2023. At the time of the filing, Zymergen reported $100 million to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal counsel and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Andrew L Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP is the committee's legal counsel. ZYMERGEN INC: Committee Taps Simpson Thacher as Lead Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Zymergen Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Simpson Thacher & Bartlett LLP as its lead counsel. The firm will render these services: (a) advise the Committee with respect to the Committee's rights, powers and duties under section 1103 of the Bankruptcy Code; (b) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors; (c) assist the Committee with respect to its analysis of claims against the Debtors, negotiations with holders of claims, and the potential objections to the priority, amount, subordination or avoidance of claims and/or transfers of property in consideration of such claims; (d) assist the Committee in its review, analysis and negotiation of any potential compromises or settlements and the assumption and rejection or executory contracts and unexpired leases; (e) advise the Committee with respect to, and take all necessary actions to protect and preserve, the interests of the Committee and unsecured creditors generally, including the Committee's (i) analysis and investigation of potential claims and causes of action (including prepetition transactions involving the Debtors' affiliates and/or third parties), (ii) potential prosecution of causes of action on the Committee's behalf, (iii) negotiations concerning all litigation in which the Debtors are involved or impacted, and (iv) the performance of other diligence and independent analysis as may be requested by the Committee; (f) assist the Committee in connection with the proposed sale of the Debtors' assets and/or businesses, including a review of the proposed 363 sale to Ginkgo Bioworks, an insider of the Debtors; (g) assist the Committee in connection with any chapter 11 plan, disclosure statement and related documentation filed in the Chapter 11 Cases, including the plan of liquidation and disclosure statement filed at Docket Nos. 27 and 28, respectively; (h) represent the Committee in connection with matters generally arising in these Chapter 11 Cases, including in connection with any hearings, conferences, mediations or other proceedings pending before the Court, any other federal, state or appellate court, or the Office of the United States Trustee, as well as any other ancillary proceedings related to or in connection with the Debtors and/or the Chapter 11 Cases; (i) review, analyze and/or prepare, on behalf of the Committee, any pleadings, including without limitation, motions, applications, orders, memoranda, complaints, answers, objections, replies, responses, and papers with respect to any of the foregoing; (j) assist and advise the Committee in its consultations, meetings and negotiations with the Debtors, creditors and other parties-in-interest; (k) respond to inquiries, as appropriate, from individual creditors and customers as to the status of, and developments in, these Chapter 11 Cases; and (l) perform all other legal services as may be required or otherwise requested by the Committee in connection with the Chapter 11 Cases. The firm's hourly rates are as follows: Partners $1,595 to $2,195 Counsel $1,525 to $1,565 Associates $595 to $1,420 Paraprofessionals $385 to $595 In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, the following is provided in response to the request for additional information: -- Simpson Thacher has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the professionals included in this engagement have varied their rates based on the geographic location of the Chapter 11 cases; -- The firm has not represented the Committee in the 12 months prepetition; and -- The Committee and Simpson Thacher expect to work together to develop a budget and staffing plan for the Chapter 11 Cases. Sandeep Qusba, Esq., a partner at Simpson Thacher, 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. Simpson Thacher can be reached at: Sandeep Qusba, Esq. Bryce L. Friedman, Esq. David R. Zylberberg, Esq. Moshe A. Fink, Esq. Meredith Karp, Esq. 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 E-mail: squsba@stblaw.com bfriedman@stblaw.com david.zylberberg@stblaw.com moshe.fink@stblaw.com meredith.karp@stblaw.com About Zymergen Inc. Zymergen, Inc., which was founded in April 2013, is a science and material innovation company focused on designing, developing and commercializing bio-based products for use in a variety of industries. It is based in Emeryville, Calif. Zymergen and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11661) on Oct. 3, 2023. At the time of the filing, Zymergen reported $100 million to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal counsel and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Andrew L Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP is the committee's legal counsel. [*] Lucy Kweskin Joins Katten's Insolvency & Restructuring Team --------------------------------------------------------------- Katten on Nov. 15, 2023, disclosed that Lucy F. Kweskin has joined the firm as a partner in the Insolvency and Restructuring practice in New York. Ms. Kweskin represents lenders and stakeholders across the corporate capital structure, including debtors, acquirers of distressed assets, official committees of unsecured creditors, landlords and secured creditors and other parties of interest in complex insolvency and reorganization engagements. She is experienced in counseling major companies in both in-court and out-of-court restructuring matters, and is proficient in forbearance agreements, foreclosures, restructuring support agreements, debtor-in-possession financing, 363 sales and Chapter 11 plans and frequently counsels clients in litigation involving bankruptcy-related disputes. "Lucy is a talented and highly capable professional whom I've witnessed firsthand how she skillfully guides major companies through complex corporate restructurings," said Steven J. Reisman, co-chair of Katten's Insolvency and Restructuring practice. "She is a creative and hard-working restructuring partner who exemplifies the best of legal talent and provides outstanding client service, which the Katten team strives to excel at for all clients." Most recently, Ms. Kweskin served as a global restructuring partner at Mayer Brown, where she excelled representing firm clients in all aspects of corporate restructuring matters. Ms. Kweskin is also a lecturer at Columbia Law School where she co-teaches a seminar called "Advanced Bankruptcy: Deals and Issues in the Current Environment." She is a member of the American Bankruptcy Institute's 40 Under 40 Class of 2022. "Katten is extremely proud and excited to have Lucy join its growing and strong Insolvency and Restructuring practice," said Reisman. Katten -- http://www.katten.com-- is a full-service law firm with approximately 700 attorneys in locations across the United States and in London and Shanghai. Clients seeking sophisticated, high-value legal services turn to Katten for counsel locally, nationally and internationally. The firm's core areas of practice include corporate, financial markets and funds, insolvency and restructuring, intellectual property, litigation, real estate, structured finance and securitization, transactional tax planning, private credit and private wealth. Katten represents public and private companies in numerous industries, as well as a number of government and nonprofit organizations and individuals. [*] Three Cohn & Dussi Attorneys Named to 2023 Super Lawyers List ----------------------------------------------------------------- Cohn & Dussi, a full-service law firm with offices in Boston and Providence, RI, on Nov. 16 disclosed that three attorneys at the firm were recognized by Super Lawyers for 2023. Two attorneys were named to the Super Lawyers List, Michael H. Theodore and Shawn M. Masterson. Only 5 percent of lawyers are named to the Super Lawyers List each year. The selection process includes independent research, peer nominations, and peer evaluations by practice area. Mr. Theodore, a partner at the firm, leads the Creditors' Rights & Bankruptcy Department and is a member of the firm's Litigation Department. He represents lenders, financial institutions, equipment lessors, and debt buyers, in creditors' rights, workouts, commercial and bankruptcy matters. His civil litigation practice also includes representing small businesses in contractual disputes. Mr. Theodore has experience in commercial foreclosures and asset-based financing and has represented the interests of bankruptcy trustees. Mr. Masterson, a senior associate in the firm's Litigation Department, has 20 years of experience in creditors' rights, particularly in residential mortgage defaults. He has represented clients in appellate courts across New England, including the First Circuit Court of Appeals and the Bankruptcy Appellate Panel. Mr. Masterson, who practices in the Providence office, is also a certified mediator with a successful track record of resolving thousands of cases through alternative dispute resolution, including divorce and divorce mediation. Associate Andrew B. Glaab was selected to the 2023 Rising Stars list. Each year, no more than 2.5 percent of the lawyers in the state are selected by Super Lawyers to receive this honor. All attorneys named to the Rising Stars list must be either 40 years old or younger or in practice for 10 years or less. Mr. Glaab, who heads the firm's in-house collections group, is a fellow of the 2022-2023 class of the Massachusetts Bar Association (MBA) Leadership Academy. His practice focuses on civil business litigation, commercial law, and contract law. He represents secured and unsecured creditors, including international and national lenders, insurers and debt buyers. In 2022, Mr. Glaab was also named to the Rising Stars List and the Boston magazine Top Lawyers List. About Cohn & Dussi Cohn & Dussi -- http://www.cohnanddussi.com/-- is a full-service law firm with offices in Boston, Mass., and Providence, RI, that offers clients comprehensive, customized solutions to their clients' complex business challenges. Attorneys in the firm offer extensive experience in collections and workouts, creditors' rights, commercial litigation, leasing, bankruptcy, corporate and finance law, construction law, and real estate transactions. Over the course of more than 25 years, Cohn & Dussi has built long-term relationships with its clients, solving problems using a team approach and leveraging a national network of attorneys in all 50 states. [] Pompano Beach Development Site Auction Set for Dec. 14 --------------------------------------------------------- Fisher Auction Company scheduled an online auction on Dec. 14, 2023, at 11:00 a.m., at 1621 North Dixie Highway, Pompano Beach, Florida 33060, for the sale of a 1.67+/- Prime Corner Development Site in Pompano Beach, Florida. The final bid price for the Property shall be determined by competitive bidding at the Auction. The Property will be offered free and clear of all liens and claims to the highest bidder and best bidder with the highest bid being subject to the Receivership's final approval and acceptance of price, plus a 7% Buyer's Premium and is subject to the terms and conditions of the Governing Documents. A 3% Broker Participation of the Final Bid Price. Fisher Auction can be reached at: Fisher Auction Company Attn: Francis D. Santos 2112 East Atlantic Boulevard Pompano Beach, FL 33062 Tel: (754) 220-4116 (954) 942-0917 Toll Free: (800) 331-6620 Fax: (954) 782-8143 Email: info@fisherauction.com [] Trump Royal Condo Up for Sale on Dec. 20 ------------------------------------------- Moecker Brokers will hold a live auction on Dec. 20, 2023, at 10:00 a.m. for the sale of the Trump Royale Condo Sunny Isles Beach located at 18201 Collins Avenue, Sunny Isles Beach, Florida. Moecker Brokers is selling the property without reserve subject to court approval. Further information on the sale, contact: Wilbert Reynoso Moecker Brokers Tel: 954-547-6748 Email: wreynoso@moecker.com [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ACCELERATE DIAGN AXDX* MM 39.3 (35.0) (5.3) 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 5,243.0 (2,124.0) 550.0 BATH & BODY WORK LTD0 TH 5,243.0 (2,124.0) 550.0 BATH & BODY WORK BBWI US 5,243.0 (2,124.0) 550.0 BATH & BODY WORK LBEUR EU 5,243.0 (2,124.0) 550.0 BATH & BODY WORK BBWI* MM 5,243.0 (2,124.0) 550.0 BATH & BODY WORK LTD0 QT 5,243.0 (2,124.0) 550.0 BATH & BODY WORK BBWI AV 5,243.0 (2,124.0) 550.0 BATH & BODY WORK LBEUR EZ 5,243.0 (2,124.0) 550.0 BATH & BODY WORK LTD0 GZ 5,243.0 (2,124.0) 550.0 BATH & BODY WORK BBWI-RM RM 5,243.0 (2,124.0) 550.0 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) 392.8 BEYOND MEAT INC 0Q3 TH 929.2 (362.9) 392.8 BEYOND MEAT INC 0Q3 QT 929.2 (362.9) 392.8 BEYOND MEAT INC BYND AV 929.2 (362.9) 392.8 BEYOND MEAT INC 0Q3 SW 929.2 (362.9) 392.8 BEYOND MEAT INC 0A20 LI 929.2 (362.9) 392.8 BEYOND MEAT INC BYNDEUR EZ 929.2 (362.9) 392.8 BEYOND MEAT INC 4BYND TE 929.2 (362.9) 392.8 BEYOND MEAT INC BYND* MM 929.2 (362.9) 392.8 BEYOND MEAT INC BYND-RM RM 929.2 (362.9) 392.8 BIOCRYST PHARM BO1 TH 522.9 (411.0) 411.7 BIOCRYST PHARM BCRX US 522.9 (411.0) 411.7 BIOCRYST PHARM BO1 GR 522.9 (411.0) 411.7 BIOCRYST PHARM BO1 QT 522.9 (411.0) 411.7 BIOCRYST PHARM BCRXEUR EU 522.9 (411.0) 411.7 BIOCRYST PHARM BCRX* MM 522.9 (411.0) 411.7 BIOCRYST PHARM BCRXEUR EZ 522.9 (411.0) 411.7 BIOTE CORP-A BTMD US 149.7 (51.3) 92.7 BOEING CO-BDR BOEI34 BZ 134,281 (16,717.0) 13,873.0 BOEING CO-CED BA AR 134,281 (16,717.0) 13,873.0 BOEING CO-CED BAD AR 134,281 (16,717.0) 13,873.0 BOEING CO/THE BCO GR 134,281 (16,717.0) 13,873.0 BOEING CO/THE BAEUR EU 134,281 (16,717.0) 13,873.0 BOEING CO/THE 4BA TE 134,281 (16,717.0) 13,873.0 BOEING CO/THE BA* MM 134,281 (16,717.0) 13,873.0 BOEING CO/THE BA SW 134,281 (16,717.0) 13,873.0 BOEING CO/THE BA US 134,281 (16,717.0) 13,873.0 BOEING CO/THE BCO TH 134,281 (16,717.0) 13,873.0 BOEING CO/THE BA PE 134,281 (16,717.0) 13,873.0 BOEING CO/THE BA CI 134,281 (16,717.0) 13,873.0 BOEING CO/THE BCO QT 134,281 (16,717.0) 13,873.0 BOEING CO/THE BAUSD SW 134,281 (16,717.0) 13,873.0 BOEING CO/THE BCO GZ 134,281 (16,717.0) 13,873.0 BOEING CO/THE BA AV 134,281 (16,717.0) 13,873.0 BOEING CO/THE BA-RM RM 134,281 (16,717.0) 13,873.0 BOEING CO/THE BAEUR EZ 134,281 (16,717.0) 13,873.0 BOEING CO/THE BACL CI 134,281 (16,717.0) 13,873.0 BOEING CO/THE BA_KZ KZ 134,281 (16,717.0) 13,873.0 BOEING CO/THE BCOD EB 134,281 (16,717.0) 13,873.0 BOEING CO/THE BCOD IX 134,281 (16,717.0) 13,873.0 BOEING CO/THE BCOD I2 134,281 (16,717.0) 13,873.0 BOMBARDIER INC-A BBD/A CN 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-A BDRAF US 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-A BBD GR 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-A BBD/AEUR EU 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-A BBD GZ 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBD/B CN 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBDC GR 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BDRBF US 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBDC TH 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBDBN MM 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBD/BEUR EU 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBDC GZ 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBD/BEUR EZ 12,524.0 (2,470.0) (1.0) BOMBARDIER INC-B BBDC QT 12,524.0 (2,470.0) (1.0) BOOKING HLDG-BDR BKNG34 BZ 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS PCE1 GR 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS BKNG US 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS BKNG* MM 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS PCE1 TH 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS BKNG CI 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS BKNG SW 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS PCE1 QT 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS BKNGUSD SW 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS PCLNEUR EU 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS PCE1 GZ 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS BOOK AV 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS 4BKNG TE 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS PCLNEUR EZ 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS BKNGCL CI 25,635.0 (625.0) 5,647.0 BOOKING HOLDINGS BKNG-RM RM 25,635.0 (625.0) 5,647.0 BOSTON PIZZA R-U BPZZF US 146.6 (241.3) 2.7 BOSTON PIZZA R-U BPF-U CN 146.6 (241.3) 2.7 BOX INC- CLASS A BOX US 1,068.1 (45.9) 99.4 BOX INC- CLASS A 3BX GR 1,068.1 (45.9) 99.4 BOX INC- CLASS A 3BX TH 1,068.1 (45.9) 99.4 BOX INC- CLASS A 3BX QT 1,068.1 (45.9) 99.4 BOX INC- CLASS A BOXEUR EU 1,068.1 (45.9) 99.4 BOX INC- CLASS A BOXEUR EZ 1,068.1 (45.9) 99.4 BOX INC- CLASS A 3BX GZ 1,068.1 (45.9) 99.4 BOX INC- CLASS A BOX-RM RM 1,068.1 (45.9) 99.4 BRIDGEBIO PHARMA BBIO US 655.0 (1,193.7) 481.6 BRIDGEBIO PHARMA 2CL GR 655.0 (1,193.7) 481.6 BRIDGEBIO PHARMA 2CL GZ 655.0 (1,193.7) 481.6 BRIDGEBIO PHARMA BBIOEUR EU 655.0 (1,193.7) 481.6 BRIDGEBIO PHARMA 2CL TH 655.0 (1,193.7) 481.6 BRINKER INTL EAT US 2,474.8 (156.3) (364.5) BRINKER INTL BKJ GR 2,474.8 (156.3) (364.5) BRINKER INTL BKJ QT 2,474.8 (156.3) (364.5) BRINKER INTL EAT2EUR EU 2,474.8 (156.3) (364.5) BRINKER INTL EAT2EUR EZ 2,474.8 (156.3) (364.5) BRINKER INTL BKJ TH 2,474.8 (156.3) (364.5) BROOKFIELD INF-A BIPC CN 10,973.0 (764.0) (3,410.0) BROOKFIELD INF-A BIPC US 10,973.0 (764.0) (3,410.0) CALUMET SPECIALT CLMT US 2,804.8 (197.6) (456.8) CARDINAL HEA BDR C1AH34 BZ 43,710.0 (3,490.0) (377.0) CARDINAL HEALTH CAH US 43,710.0 (3,490.0) (377.0) CARDINAL HEALTH CLH GR 43,710.0 (3,490.0) (377.0) CARDINAL HEALTH CLH TH 43,710.0 (3,490.0) (377.0) CARDINAL HEALTH CLH QT 43,710.0 (3,490.0) (377.0) CARDINAL HEALTH CAHEUR EU 43,710.0 (3,490.0) (377.0) CARDINAL HEALTH CLH GZ 43,710.0 (3,490.0) (377.0) CARDINAL HEALTH CAH* MM 43,710.0 (3,490.0) (377.0) CARDINAL HEALTH CAHEUR EZ 43,710.0 (3,490.0) (377.0) CARDINAL HEALTH CAH-RM RM 43,710.0 (3,490.0) (377.0) CARDINAL-CEDEAR CAH AR 43,710.0 (3,490.0) (377.0) CARDINAL-CEDEAR CAHC AR 43,710.0 (3,490.0) (377.0) CARDINAL-CEDEAR CAHD AR 43,710.0 (3,490.0) (377.0) CARGO THERAPEUTI CRGX US - - - CARVANA CO CVNA US 7,025.0 (202.0) 1,791.0 CARVANA CO CV0 TH 7,025.0 (202.0) 1,791.0 CARVANA CO CV0 QT 7,025.0 (202.0) 1,791.0 CARVANA CO CVNAEUR EU 7,025.0 (202.0) 1,791.0 CARVANA CO CV0 GR 7,025.0 (202.0) 1,791.0 CARVANA CO CV0 GZ 7,025.0 (202.0) 1,791.0 CARVANA CO CVNAEUR EZ 7,025.0 (202.0) 1,791.0 CARVANA CO CVNA* MM 7,025.0 (202.0) 1,791.0 CARVANA CO CVNA-RM RM 7,025.0 (202.0) 1,791.0 CEDAR FAIR LP FUN US 2,318.6 (565.8) (141.1) CENTRUS ENERGY-A LEU US 644.7 (24.0) 194.6 CENTRUS ENERGY-A 4CU TH 644.7 (24.0) 194.6 CENTRUS ENERGY-A 4CU GR 644.7 (24.0) 194.6 CENTRUS ENERGY-A LEUEUR EU 644.7 (24.0) 194.6 CENTRUS ENERGY-A 4CU GZ 644.7 (24.0) 194.6 CENTRUS ENERGY-A 4CU QT 644.7 (24.0) 194.6 CHENIERE ENERGY CQP US 18,072.0 (973.0) (195.0) CINEPLEX INC CGX CN 2,225.6 (30.2) (252.1) CINEPLEX INC CX0 GR 2,225.6 (30.2) (252.1) CINEPLEX INC CPXGF US 2,225.6 (30.2) (252.1) CINEPLEX INC CX0 TH 2,225.6 (30.2) (252.1) CINEPLEX INC CGXEUR EU 2,225.6 (30.2) (252.1) CINEPLEX INC CGXN MM 2,225.6 (30.2) (252.1) CINEPLEX INC CX0 GZ 2,225.6 (30.2) (252.1) COHERUS BIOSCIEN CHRSEUR EZ 583.8 (133.6) 204.7 COMPOSECURE INC CMPO US 195.0 (238.8) 75.4 CONSENSUS CLOUD CCSI US 706.5 (199.3) 107.5 CONTANGO ORE INC CTGO US 25.7 (4.8) 10.0 COOPER-STANDARD CPS US 2,029.0 (57.4) 258.8 COOPER-STANDARD C31 GR 2,029.0 (57.4) 258.8 COOPER-STANDARD CPSEUR EU 2,029.0 (57.4) 258.8 COOPER-STANDARD C31 GZ 2,029.0 (57.4) 258.8 COOPER-STANDARD C31 TH 2,029.0 (57.4) 258.8 CPI CARD GROUP I PMTS US 292.1 (56.7) 115.2 CPI CARD GROUP I CPB1 GR 292.1 (56.7) 115.2 CPI CARD GROUP I PMTSEUR EU 292.1 (56.7) 115.2 CYTOKINETICS INC CYTK US 740.6 (438.8) 483.7 CYTOKINETICS INC KK3A GR 740.6 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G2DD34 BZ 6,499.2 (973.4) (1,448.3) GODADDY INC-A GDDY US 6,499.2 (973.4) (1,448.3) GODADDY INC-A 38D GR 6,499.2 (973.4) (1,448.3) GODADDY INC-A 38D QT 6,499.2 (973.4) (1,448.3) GODADDY INC-A GDDY* MM 6,499.2 (973.4) (1,448.3) GODADDY INC-A 38D TH 6,499.2 (973.4) (1,448.3) GODADDY INC-A 38D GZ 6,499.2 (973.4) (1,448.3) GREEN PLAINS PAR GPP US 120.3 (1.1) 4.9 GROUPON INC G5NA GR 523.9 (49.3) (158.1) GROUPON INC G5NA TH 523.9 (49.3) (158.1) GROUPON INC GRPN US 523.9 (49.3) (158.1) GROUPON INC G5NA QT 523.9 (49.3) (158.1) GROUPON INC GRPNEUR EU 523.9 (49.3) (158.1) GROUPON INC G5NA GZ 523.9 (49.3) (158.1) GROUPON INC GRPN AV 523.9 (49.3) (158.1) GROUPON INC GRPN* MM 523.9 (49.3) (158.1) GROUPON INC GRPNEUR EZ 523.9 (49.3) (158.1) H&R BLOCK - BDR H1RB34 BZ 2,511.1 (344.9) (160.9) H&R BLOCK INC HRB US 2,511.1 (344.9) (160.9) H&R BLOCK INC HRB GR 2,511.1 (344.9) (160.9) H&R BLOCK INC HRB TH 2,511.1 (344.9) (160.9) H&R BLOCK INC HRB QT 2,511.1 (344.9) (160.9) H&R BLOCK INC HRBEUR EU 2,511.1 (344.9) (160.9) H&R BLOCK INC HRB GZ 2,511.1 (344.9) (160.9) H&R BLOCK INC HRB-RM RM 2,511.1 (344.9) (160.9) HCM ACQUISITI-A HCMA US 295.2 276.9 1.0 HCM ACQUISITION HCMAU US 295.2 276.9 1.0 HERBALIFE LTD HOO GR 2,724.7 (1,103.5) 180.7 HERBALIFE LTD HLF US 2,724.7 (1,103.5) 180.7 HERBALIFE LTD HLFEUR EU 2,724.7 (1,103.5) 180.7 HERBALIFE LTD HOO QT 2,724.7 (1,103.5) 180.7 HERBALIFE LTD HOO GZ 2,724.7 (1,103.5) 180.7 HERBALIFE LTD HOO TH 2,724.7 (1,103.5) 180.7 HERON THERAPEUTI HRTX-RM RM 229.2 (27.8) 114.2 HEWLETT-CEDEAR HPQD AR 36,632.0 (2,245.0) (7,727.0) HEWLETT-CEDEAR HPQC AR 36,632.0 (2,245.0) (7,727.0) HEWLETT-CEDEAR HPQ AR 36,632.0 (2,245.0) (7,727.0) HILTON WORLD-BDR H1LT34 BZ 15,200.0 (1,753.0) (1,077.0) HILTON WORLDWIDE HLT US 15,200.0 (1,753.0) (1,077.0) HILTON WORLDWIDE HI91 TH 15,200.0 (1,753.0) (1,077.0) HILTON WORLDWIDE HI91 GR 15,200.0 (1,753.0) (1,077.0) HILTON WORLDWIDE HI91 QT 15,200.0 (1,753.0) (1,077.0) HILTON WORLDWIDE HLTEUR EU 15,200.0 (1,753.0) (1,077.0) HILTON 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7HPD EB 36,632.0 (2,245.0) (7,727.0) HP INC 7HPD IX 36,632.0 (2,245.0) (7,727.0) HP INC 7HPD I2 36,632.0 (2,245.0) (7,727.0) IMMUNITYBIO INC IBRX US 432.4 (410.6) 124.8 IMMUNITYBIO INC 26CA GR 432.4 (410.6) 124.8 IMMUNITYBIO INC 26CA TH 432.4 (410.6) 124.8 IMMUNITYBIO INC NK1EUR EU 432.4 (410.6) 124.8 IMMUNITYBIO INC 26CA GZ 432.4 (410.6) 124.8 IMMUNITYBIO INC NK1EUR EZ 432.4 (410.6) 124.8 IMMUNITYBIO INC 26CA QT 432.4 (410.6) 124.8 INSEEGO CORP INSG-RM RM 136.8 (90.8) 4.0 INSMED INC INSM US 1,324.9 (289.4) 729.8 INSMED INC IM8N GR 1,324.9 (289.4) 729.8 INSMED INC IM8N TH 1,324.9 (289.4) 729.8 INSMED INC INSMEUR EU 1,324.9 (289.4) 729.8 INSMED INC INSM* MM 1,324.9 (289.4) 729.8 INSPIRATO INC ISPO* MM 353.3 (141.6) (163.7) INSPIRED ENTERTA INSE US 353.5 (50.3) 64.4 INSPIRED ENTERTA 4U8 GR 353.5 (50.3) 64.4 INSPIRED ENTERTA INSEEUR EU 353.5 (50.3) 64.4 INVITAE CORP NVTA* MM 535.1 (1,083.4) 220.0 INVITAE CORP NVTA-RM RM 535.1 (1,083.4) 220.0 IRONWOOD PHARMAC I76 GR 524.1 (325.7) (27.0) 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RM 4,248.9 (299.0) 548.1 MBIA INC MBI US 2,990.0 (1,228.0) - MBIA INC MBJ GR 2,990.0 (1,228.0) - MBIA INC MBJ TH 2,990.0 (1,228.0) - MBIA INC MBJ QT 2,990.0 (1,228.0) - MBIA INC MBI1EUR EU 2,990.0 (1,228.0) - MBIA INC MBJ GZ 2,990.0 (1,228.0) - MCDONALD'S CORP MDOD EB 52,089.3 (4,854.8) 2,847.3 MCDONALD'S CORP MDOD IX 52,089.3 (4,854.8) 2,847.3 MCDONALD'S CORP MDOD I2 52,089.3 (4,854.8) 2,847.3 MCDONALDS - BDR MCDC34 BZ 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MDO TH 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP 4MCD TE 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MDO GR 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MCD* MM 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MCD US 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MCD SW 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MCD CI 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MDO QT 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MCDUSD EU 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MCDUSD SW 52,089.3 (4,854.8) 2,847.3 MCDONALDS CORP MCDEUR EU 52,089.3 (4,854.8) 2,847.3 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(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) PHATHOM PHARMACE PHAT US 237.0 (17.8) 202.7 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 REC SILICON ASA RECSI NO 443.6 (12.4) 106.6 REC SILICON ASA RECSIO IX 443.6 (12.4) 106.6 REC SILICON ASA REC EU 443.6 (12.4) 106.6 REC SILICON ASA RECSIO EB 443.6 (12.4) 106.6 REC SILICON ASA REC SS 443.6 (12.4) 106.6 REC SILICON ASA RECSIO PO 443.6 (12.4) 106.6 REC SILICON ASA REC EZ 443.6 (12.4) 106.6 REC SILICON ASA REC EP 443.6 (12.4) 106.6 REC SILICON ASA RECSIO QE 443.6 (12.4) 106.6 REC SILICON ASA RECSIO T1 443.6 (12.4) 106.6 REC SILICON ASA RECSIO I2 443.6 (12.4) 106.6 REC SILICON ASA RECO S4 443.6 (12.4) 106.6 REC SILICON ASA RECSIO BQ 443.6 (12.4) 106.6 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 RIMINI STREET IN RMNI US 335.0 (53.1) (56.7) 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 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) 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 S1TX34 BZ 7,196.0 (1,702.0) 163.0 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 1,716.3 (192.7) (96.0) SPARK I ACQUISIT SPKLU US 1.2 (3.0) (4.0) 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 S9Q SW 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 193.6 (42.0) 156.3 UROGEN PHARMA LT UR8 GR 193.6 (42.0) 156.3 UROGEN PHARMA LT URGNEUR EU 193.6 (42.0) 156.3 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 ***