/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231129.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 29, 2023, Vol. 27, No. 332 Headlines 10421 NORTHVALE: Responds to UST Disclosure Objections 120 OCEAN DRIVE: Hires Law Firm of Joel M. Aresty PA as Counsel 13111 WESTHEIMER: Taps End Litigation Advisors as Financial Advisor 134 SOUTH WALNUT: Seeks to Hire Murphy & King as Counsel 17K WEST SUNSET: Hires Orantes Law Firm PC as Counsel 2116 4TH STREET: Seeks to Hire Hirschler Fleischer as Counsel 217 NORTH WASHINGTON: Jan. 9 Hearing on Disclosure Statement 225 BOWERY: Seeks to Hire Reliable Companies as Voting Agent 2377 GLENDON: Responds to UST's Disclosure Objections 2518 CLEBURNE: Hires Wiseman Properties as Real Estate Agent 315 WEST REAR: Hires Hirschler Fleischer as Bankruptcy Counsel 315 WEST REAR: Taps Hirschler Fleischer as Bankruptcy Counsel 79 NICK TRAIL: Gets OK to Sell Mashpee Property for $4.27-Mil. 962 972 BUSHWICK: Hires Law Offices of Isaac Nutovic as Counsel ABUNDANT TREASURES: Plan, Disclosures Deadline Extended to Dec. 15 ADVANCED INTEGRATION: Moody's Cuts CFR & Secured Loans to Caa2 ADVENTURE ENVIRONMENTAL: Taps Kingcade, Leiderman as Co-Counsel AEMETIS INC: Reports Third Quarter 2023 Financial Results AJM MANAGEMENT: Unsecureds Owed $261K Unimpaired in Plan AKUMIN INC: Seeks to Tap Ernst & Young as Tax Services Provider AKUMIN INC: Taps Jackson Walker as Co-Counsel and Conflicts Counsel ALL FLORIDA SAFETY: Aaron Cohen Named Subchapter V Trustee ALPACKA GROUP: Hires Amy Applebaum as Responsible Individual AMERICANAS SA: Receives $4.9-Bil. Capital Raise in Debt Deal AMYRIS INC: Seeks to Tap Gordon Rees Scully Mansukhani as Counsel ARAGORN PARENT: Moody's Rates Proposed First Lien Loans 'B2' ARAGORN PARENT: S&P Rates New First-Lien Term Loan Facility 'B' ARS INTERMEDIATE: S&P Alters Outlook to Neg., Affirms 'B' ICR ASHFORD HOSPITALITY: Incurs $64.5MM Net Loss in 2023 3rd Quarter ATLAS LITHIUM: Antonis Palikrousis Reports 10.35% Equity Stake BARRETTS MINERALS: Transfer of Chapter 11 Case to Montana Urged BEATRICE HOLDINGS: Case Summary & One Unsecured Creditor BLUE DOLPHIN: Posts $7.1 Million Net Income in Third Quarter BMI MOTORS: Aaron Cohen Named Subchapter V Trustee BON SHEN LING: Seeks to Hire Hunton Andrews Kurth as Legal Counsel BOND EXPRESS: Seeks to Extend Plan Deadline to February 11, 2024 BORREGO COMMUNITY: Jan. 17 Hearing on Committee-Backed Plan BREAD FINANCIAL: Moody's Assigns Ba3 Issuer Rating, Outlook Stable BREAD FINANCIAL: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable BRISTOL SPRINGS: Taps Flanigan Legal, Sheehan as Special Counsel BW HAMPTON: Unsecureds Owed $34K Will be Paid in Full in Plan C.W. KELLER: Seeks to Tap Keith Lowey as Chief Liquidation Officer CACTUS LAND: Seeks to Hire Fisher Auction Company as Auctioneer CACTUS LAND: Seeks to Hire Trustee Realty as Real Estate Agent CAIDLAKE TRANSPORT: Gets OK to Hire Robbie Cline as Manager CANO HEALTH: D.E. Shaw Discloses 5.2% Equity Stake CANO HEALTH: Says Net Loss Widens to $491 Million in Q3 2023 CERTENEJAS INCORPORADO: March 14 Hearing on Disclosure Statement CHARTER COMMUNICATIONS: Moody's Rates New 1st Lien Term Loan 'Ba1' CHIMICHURRI CHICKEN: Seeks to Hire Alla Kachan as Legal Counsel CHIMICHURRI CHICKEN: Seeks to Tap Wisdom Professional as Accountant CLOVER FAST FOOD: David Klauder Named Subchapter V Trustee CLOVER FAST FOOD: Hires Clark Hill PLC as Bankruptcy Counsel CLUBHOUSE MEDIA: Swings to $215,000 Net Loss in Q3 2023 COWORKRS 3RD STREET: Case Summary & 17 Unsecured Creditors COWORKRS 55: Case Summary & 12 Unsecured Creditors CXOSYNC LLC: Hires Patel & Almeida as Trademark Litigation Counsel CXOSYNC LLC: Hires Schneider & Stone as Bankruptcy Counsel CXOSYNC LLC: Seeks to Tap Schneider & Stone as Bankruptcy Counsel DGS REALTY: Hearing on Plan & Disclosures Continued to Dec. 6 DIAMOND ELITE: Seeks Court Nod to Sell Assets by Auction DIOCESE OF CAMDEN: $4.6 Million Insurance Loan Okayed DIOCESE OF ROCKVILLE: Amended Plan Has $200M for Abuse Victims DIRECTBUY HOME: Seeks to Hire Ordinary Course Professionals DUN & BRADSTREET: S&P Affirms 'B+' ICR, Outlook Stable EAST WILLIAMSBURG: Unsecureds Unimpaired in Plan EGAE LLC: Seeks to Hire Accounting Independence as Accountant ELEMENT CONSTRUCTION: Hires Foley Freeman LLC as Counsel ELETSON HOLDINGS: Committee Taps Dechert as Bankruptcy Counsel EMERGENT BIOSOLUTIONS: To Restate 2022 Financial Report EVOKE PHARMA: Releases Third Quarter 2023 Financial Results FAT DADDY: Seeks to Hire Edwin H. Breyfogle as Attorney FINANCE OF AMERICA: Incurs $174.9MM Net Loss for Q3 2023 FR-AM TWO: Seeks to Hire Goldberg Weprin as Bankruptcy Counsel FREDRICK LEE: Seeks to Hire The Lane Law Firm as Legal Counsel FREE SPEECH: Jones Needs Support of Sandy Families to Exit Ch.11 FREE SPEECH: Says Plan to Pay 100% of Allowed Claims FREEDOM PLUMBERS: Hires RoganMillerZimmerman as Local Counsel FROGGY FLATS: Unsecureds to Get up to 30% in Motel's Plan G.D. III INC: Affiliate Seeks to Tap Larry Strauss as Tax Advisor G.H. REID: Seeks to Hire Baker & Associates as Bankruptcy Counsel GABRIEL CUSTOM: Unsecureds to Get Full Payment in 4 Years GAI VAPE: Court Confirms Plan of Reorganization GENESIS GLOBAL: McDermott Represents Genesis Crypto Creditors GEX MANAGEMENT: BF Borgers In, Hudgens Out as Auditors GILBERT BARBEE: Taps BT Valuation as Consultant GLOBAL PROCESSING: Trustee Seeks to Hire Moglia Advisors as Broker GLOBAL TEE: Unsecureds to Get $15K Monthly Until Fully Paid in Plan GOURMET PLUS: Case Summary & 20 Largest Unsecured Creditors GRIFFON GANSEVOORT: Seeks Court Nod to Sell NY Property for $57.7MM HELIUS MEDICAL: Reports Third Quarter 2023 Financial Results IAMGOLD CORP: Files Draft Buyout Offer for Euro Ressources IKON WEAPON: Seeks to Hire Decmutant Arms as Consultant INFINERA CORP: Fin'l Reports for 2020, 2021 and 2022 Under Review INFINERA CORP: Releases Preliminary Q3 2023 Financial Results IRONNET INC: Seeks to Hire Riveron RTS as Financial Advisor ISLAND ROOFING: Files Subchapter V Case Amid Lawsuits LAKEPORT CF: Gets OK to Hire Craig Stuart Lanza as Special Counsel LAKEPORT CF: Gets OK to Hire Jan L. Hammerman as Special Counsel LILIUM N.V.: Hires Seabury as Financial Advisor LILIUM N.V.: Registers 5M Class A Shares for Potential Resale LION STAR NACOGDOCHES: Court OKs $10MM DIP Loan, Cash Collateral LIVEONE INC: Continues to Explore Options, Q2 FY2024 Results Filed LIVEONE INC: November 2023 Investor Presentation Filed LUZ MA AESTHETICS: Hires Lashbrook Fasano as Accountant MEGNA PACIFIC: Voluntary Chapter 11 Case Summary MILLTOO LLC: Seeks to Hire Steel & Company Law Firm as Counsel MIVA INSURANCE: Gets 45 More Days for Plan and Disclosures MOBIQUITY TECHNOLOGIES: Chairman Increases Equity Stake to 60.2% MOJ REALTY: Dec. 28 Plan Confirmation Hearing Set MONICATTI AUTO: Double Vision Proposes Sale Plan MY GEORGIA PLUMBER: Seeks to Hire Jones & Walden as Legal Counsel NATIONAL PAVER: Hires Fuller Law Firm PC as Counsel NEBRASKA HUMIC: Case Summary & Three Unsecured Creditors NEKTAR THERAPEUTICS: Incurs $45.8MM Net Loss in 2023 3rd Quarter NEW VISION: Court Confirms Church's Plan NEXTPOINT FINANCIAL: Dec. 15 Claims Filing Deadline in CCAA Case NINE WEST: Split Second Circuit Partially Revives Buyout Fraud Suit NOVAN INC: NVN Unsecureds Owed $9M-$12M to Get 1%-2% in Plan NOVAN INC: To Seek Approval of Disclosures on Dec. 15 OFFICE INTERIORS: Trustee Seeks to Tap Kaufman & Canoles as Counsel OFFICE INTERIORS: Trustee Taps Barry Strickland & Co. as Accountant OFFSHORE SPARS: $2.43-Mil. Sale to Fund Chapter 11 Plan ORBITAL INFRASTRUCTURE: Selling Assets to Ferreira for $1MM ORLANDO VIEWS: Seeks to Hire Shuker & Dorris as Bankruptcy Counsel OVAL SQUARED: Case Summary & Eight Unsecured Creditors PHUNWARE INC: Reports Third Quarter 2023 Financial Results PIONEER INTER-DEVELOPMENT: US Trustee Unable to Appoint Committee PLASTIPAK HOLDINGS: Moody's Alters Outlook on 'Ba3' CFR to Stable PONCE BAKERY: Banco Popular Says Disclosure Inadequate PONTOON BREWING: Taps Lamberth Cifelli Ellis & Nason as Counsel PREDICTIVE TECHNOLOGY: Hires Workman Nydegger as Counsel PREMIER GRILLING: Court Approves Disclosure Statement PRIMEX CLINICAL: Seeks Court Nod to Hire Garner Health Law PRIZE MANAGEMENT: Seeks to Hire A. Quarles CPA as Accountant PROBITAS TECHNOLOGY: Voluntary Chapter 11 Case Summary Q.Y. TANG'S HWA: Seeks to Tap Trachtenberg & Pauker as Accountant Q.Y. TANG'S HWA: Taps Reiss Sheppe as Special Real Estate Counsel R&D TRANSPORT: Seeks to Hire Don Smock Auction as Auctioneer RACHEL ONE: Seeks to Hire Law Offices of Avrum J. Rosen as Counsel RITE AID: 77-Year-Old Kelso Store to Close After Rite Aid Takeover RLI SOLUTIONS: Seeks Approval to Hire Ritchie Bros. as Auctioneer ROCKHOUSE LIVE: Seeks to Hire Mancuso Law PA as Counsel RVL PHARMACY: Completes Financial Restructuring, Exits Chapter 11 SAMSON TOURS: Hires B2B CFO Partners as Chief Finance Officer SAN JORGE: Seeks to Delay Disclosures Hearing to Mid-January SANUWAVE HEALTH: Manchester Management Reports 33.7% Equity Stake SH 168: Court Approves Disclosure Statement SHAMBHALA TREATMENT: Hires Forge Real Estate Group as Broker SHAMBHALA TREATMENT: Seeks to Hire Hayes Hunter as Lead Counsel SHAMBHALA TREATMENT: Taps Elmira Tax Services as Tax Preparer SISSON ENGINEERING: Seeks to Hire Madoff & Khoury as Legal Counsel SMART EARTH: Hires Stretto Inc. as Claims and Noticing Agent SOHO OFFICES: Seeks Approval to Hire Pick & Zabicki as Counsel SONI HOLDINGS: Hires Weinberg Gross & Pergament as Counsel STAY CALM: Court OKs Cash Collateral Access, DIP Loan STRATEGIES 360: Case Summary & 20 Largest Unsecured Creditors STRONG CLEANING: James Overcash Named Subchapter V Trustee SUMMIT MATERIALS: Moody's Alters Outlook on 'Ba2' CFR to Positive SUNLIGHT FINANCIAL: Hires McGuireWoods LLP as Special Counsel SUNLIGHT FINANCIAL: Hires Omni Agent as Administrative Agent SUNLIGHT FINANCIAL: Hires Richards Layton & Finger as Co-Counsel SUNLIGHT FINANCIAL: Hires Weil Gotshal & Manges LLP as Counsel SUNLIGHT FINANCIAL: Taps Guggenheim Securities as Investment Banker SURGERY CENTER: S&P Rates New $1.4BB Senior Secured Term Loan 'B' TERRA MANAGEMENT: Unsecureds to Get Share From Sale Proceeds THOMAS ORTHODONTICS: Voluntary Chapter 11 Case Summary TIMBER PHARMA: Court Approves Chapter 11 "First Day" Motions TIMBER PHARMACEUTICALS: Court OKs $13.9MM DIP Loan from Leo US TRANS LINES: Court OKs Cash Collateral Access, DIP Loan UNITED ENGINEERS: Seeks to Hire MRIO Inc. as Real Estate Broker UNIVERSAL SOLAR: Hires Meyer & Partners PLLC as Special Counsel VANSHI LLC: Seeks to Hire Bruner Wright as Bankruptcy Counsel VERITAS FARMS: Pino Resigns, Vickers Takes Interim CFO Role VIASAT INC: Q2 Fiscal Year 2024 Shareholder Letter WESCO AIRCRAFT: Incora Proposes Restructuring Plan WESCO AIRCRAFT: Seeks Approval of Disclosure Statement WESTERN GLOBAL: Unsecureds to Get Up to 10% in Plan WEWORK INC: Landlords Withdraw Lease Rejection Objections WEWORK INC: Seeks to Hire Alvarez & Marsal as Financial Advisor WEWORK INC: Seeks to Hire Cole Schotz as Local Counsel WEWORK INC: Seeks to Hire Kirkland & Ellis as Bankruptcy Counsel WEWORK INC: Seeks to Hire Munger Tolles & Olson as Counsel WEWORK INC: Seeks to Hire PJT Partners as Investment Banker WEWORK INC: Seeks to Hire Province LLC as Financial Advisor WYNN RESORTS: Incurs $120.54MM Net Loss in Q3 2023 YOUNG POULTRY: Hires Law Offices of Douglas M. Engell as Counsel ZAIRY ATS: Seeks to Hire Oliver & Cheek as Bankruptcy Counsel [*] 42 Greenberg Traurig Attorneys Included in "Top Lawyers" List ********* 10421 NORTHVALE: Responds to UST Disclosure Objections ------------------------------------------------------ Debtor 10421 Northvale LLC replied to the objection of the United States Trustee to the Disclosure Statement Describing the Debtor's Chapter 11 Plan of Reorganization. 10421 Northvale LLC points out that the basis for the UST's objection is that the Disclosure Statement is vague. The basis for this aspect of the objection is that the Disclosure Statement fails to propose a specific plan of action and, therefore, creditors do not have sufficient information to adequately vote on the Plan. The Debtor has clearly indicated that it intends to complete the development project and either rent after refinance or sell the property. It is not a requirement of a Disclosure Statement chose one distinct exit strategy. A Disclosure Statement is not flawed merely because it provides alternatives. 10421 Northvale LLC asserts that the third basis for the Objection is that the Disclosure Statement fails to adequately address the in rem action filed by the United States. The objection asserts that "the Disclosure Statement does not indicate if such litigation is still pending, the fact that the United States has a lis pendens recorded on the Property, or the impact of the ongoing litigation on the Debtor's ability to sell or refinance the Property." Debtor's Disclosure Statement does provide information that the in rem action remains pending. The Disclosure Statement also discusses the civil action in the "Risk Factors" section. The Disclosure Statement provides "there is risk that the civil forfeiture action results in the property being seized by the government and it is unknown what rights Debtor's creditors would have superior to the governments [sic] claims." According to 10421 Northvale LLC, the objection further asserts that the Disclosure Statement "lacks any risk analysis." Disclosure Statement provides the risk factors, including the fluctuation in real estate values and the risk that the civil forfeiture actions could result in the property being seized by the government. 10421 Northvale LLC points out that the Disclosure Statement states on page 12, line 19 that unsecured debts total $1,000,726. This number should be $101,223. However, the Disclosure Statement clearly states that, regardless of the amount, it is not expected for any funds to pay this Class. 10421 Northvale LLC further points out that the objection asserts that the Disclosure Statement fails to provide a liquidation analysis. Exhibit A provides a complete liquidation analysis. Attorney for Debtor: Thomas B. Ure, Esq. URE LAW FIRM 8280 Florence Ave., Suite 200 Downey, CA 90240 Tel: (213) 202-6070 Fax: (213) 202-6075 E-mail: tom@urelawfirm.com About 10421 Northvale LLC 10421 Northvale LLC is the owner of a vacant residential lot located at 10421 Northvale Rd., Los Angeles, CA 90064. It believes the value of the Property is approximately $3,500,000. To fend off foreclosure proceedings by lender Entrust Group, the Debtor filed a Chapter 11 petition (Bankr. C.D. Cal. 22-15398) on Oct. 3, 2023. Thomas B. Ure, Esq. at URE LA FIRM, is the Debtor's counsel. 120 OCEAN DRIVE: Hires Law Firm of Joel M. Aresty PA as Counsel --------------------------------------------------------------- 120 Ocean Drive 576 LLC (DE)seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Law Firm of Joel M. Aresty, P.A as counsel. The firm will provide these services: a give advice to the debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise the debtor with respect to its responsibilities in complying with the U.S. trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the debtor in all matters pending before the court; and e. represent the debtor in negotiation with its creditors in the preparation of a plan. The firm will be paid at the rate of $440 per hour, and a retainer of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joel M. Aresty, Esq., a partner at Law firm of Joel M. Aresty, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joel M. Aresty, Esq. Law firm of Joel M. Aresty, P.A. 309 1st Ave S Tierra Verde FL 33715 Tel: (305) 904-1903 Fax: (800) 899-1870 Email: Aresty@Mac.com About 120 Ocean Drive 576 LLC (DE) 120 Ocean Drive 576 LLC (DE) in Miami Beach, FL, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 23-18768) on October 26, 2023, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Joseph Deruscio as CRO, signed the petition. Judge Corali Lopez-Castro oversees the case. JOEL M. ARESTY PA serve as the Debtor's legal counsel. 13111 WESTHEIMER: Taps End Litigation Advisors as Financial Advisor ------------------------------------------------------------------- 13111 Westheimer, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ End Litigation Advisors, LLC as financial advisor and designate Nik Lavrinoff, the firm's managing member, as chief restructuring officer. The firm's services include: (a) bankruptcy, accounting, and administrative services as directed by the Debtor to facilitate reporting and transparency; (b) loan modification, forbearance, and refinancing of liabilities; and (c) analysis of current financial condition of the Debtor and assist its management team throughout bankruptcy process. Mr. Lavrinoff will be paid an initial fee of $2,500, a monthly fee of $1,000 and $500 for court appearances, plus travel costs. Mr. Lavrinoff disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Nik Lavrinoff End Litigation Advisors, LLC Telephone: (646) 770-3418 Email: Nik@EndLitigation.com About 13111 Westheimer 13111 Westheimer, LLC, a company in Houston, Texas, filed Chapter 11 petition (Bankr. S.D. Texas Case No. 23-34448) on Nov. 9, 2023, with up to $10 million in both assets and liabilities. Nik Lavrinoff, chief restructuring officer, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Susan Tran Adams, Esq., at Tran Singh, LLP as its legal counsel and End Litigation Advisors, LLC as financial advisor. Nik Lavrinoff, End Litigation Advisors' managing member, serves as the Debtor's chief restructuring officer. 134 SOUTH WALNUT: Seeks to Hire Murphy & King as Counsel -------------------------------------------------------- 134 South Walnut Street, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Murphy & King, Professional Corporation as counsel. The firm's services include: a. advising the Debtor with respect to its rights, powers and duties as debtor in possession; b. advising the Debtor with respect to any plan of reorganization and any other matters relevant to the formulation and negotiation of a plan of reorganization in this case; c. representing the Debtor at all hearings and matters pertaining to its affairs, assets and operations; d. preparing, on the Debtor's behalf, all necessary and appropriate applications, motion, answers, order, reports, and other pleadings and other documents, and reviewing all financial and other reports filed in this chapter 11 case; e. advising the Debtor with respect to, and assisting in the negotiation and documentation of, financing agreements, debt and related transactions; f. reviewing and analyzing the nature and validity of any liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of such liens; g. advising the Debtor regarding their ability to initiate actions to collect and recover property for the benefit of its estate; h. advising and assisting the Debtor in connection with the potential sale of assets; i. advising the Debtor concerning executory contract and unexpired lease assumptions, lease assignments, rejections, restructurings and recharacterization of contracts and leases; j. reviewing and analyzing the claims of the Debtor's creditors, the treatment of such claims and the preparation, filing, or prosecution of any objections to claims; k. commencing and conducting any and all litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's chapter 11 estate or otherwise further the goal of effectuating the successful completion of these chapter 11 cases; and l. performing all other legal services and providing all other necessary legal advice to the Debtor as debtor-in-possession that may be necessary in this bankruptcy case. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. D. Ethan Jeffery, Esq., a partner at Murphy & King, Professional Corporation, 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: D. Ethan Jeffery, Esq. Murphy & King, Professional Corporation One Beacon Street 21st Floor Boston, MA 02108 Tel: (617) 226-3414 Fax: (617) 305-0614 Email: ejeffery@murphyking.com About 134 South Walnut Street, LLC 134 South Walnut Street, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 23-11823) on November 6, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by MURPHY & KING, PROFESSIONAL CORPORATION. 17K WEST SUNSET: Hires Orantes Law Firm PC as Counsel ----------------------------------------------------- 17K West Sunset LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Orantes Law Firm, P.C. as counsel. The firm's services include: a. bring forward a plan of reorganization expeditiously, provide the Debtor general services, and advise the Debtor with respect to compliance with the requirements of the U.S. Trustee; b. advise the Debtor regarding matters of bankruptcy law, including its rights and remedies in regard to its assets and claims of creditors; c. represent the Debtor in any proceedings or hearings in the Bankruptcy Court and in any action in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected, subject to the firm's specific agreement; d. conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, accounts, and pleadings related to the Chapter 11 case including reviewing, not drafting, monthly operating reports; e. advise the Debtor concerning the requirements of the Bankruptcy Court and applicable rules as the same effect the Debtor in the bankruptcy proceedings; f. assist the Debtor in the negotiation, formulation, confirmation, and implementation of a Chapter 11 plan; and g. take such other action and perform such other services as the Debtor may require of the firm in connection with the Chapter 11 case. The firm will be paid at these rates: Partners $695 per hour Associates $250 to $695 per hour Associates $120 to $695 per hour The firm will be paid a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Giovanni Orantes, Esq., an attorney at the Orantes Law Firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Giovanni Orantes, Esq. The Orantes Law Firm, PC 3435 Wilshire Blvd., Suite 2920 Los Angeles, CA 90010 Tel: (213) 389-4362 Fax: (877) 789-5776 Email: go@gobklaw.com About 17K West Sunset LLC 17K West Sunset LLC in Woodland Hills, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-11444) on October 10, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Tom Vukota as managing member, signed the petition. Judge Martin R. Barash oversees the case. THE ORANTES LAW FIRM, A.P.C. serve as the Debtor's legal counsel. 2116 4TH STREET: Seeks to Hire Hirschler Fleischer as Counsel ------------------------------------------------------------- 2116 4th Street LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Hirschler Fleischer as its bankruptcy counsel. The firm's services include: (a) advising the Debtor with respect to local practice and procedure; (b) advising the Debtor with respect to its powers and duties as debtor-in-possession in the continued operation of its businesses; (c) attending meetings and negotiating with representatives of creditors and other parties-in-interest; (d) taking necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, and, where appropriate, objecting to claims filed against the Debtor's estate; (e) assisting the Debtor in connection with preparing necessary motions, answers, applications, orders, reports, or other legal papers necessary to the administration of the estate, and appearing in Court on behalf of the Debtor in proceedings related thereto; (f) assisting the Debtor in the preparation of a chapter 11 plan and disclosure statement, and in any other matters and proceedings in connection therewith, including attending court hearings; (g) representing the Debtor in matters which may arise in connection with its business operations, financial and legal affairs, dealings with creditors and other parties-in-interest, sales, and other transactional matters, litigation matters and in any other matters which may arise during this case; and (h) performing all other necessary legal services in connection with the prosecution of this Chapter 11 Case. The hourly rates of the firm's attorneys and staff are as follows: Kristen E. Burgers, Shareholder $515 Stephen Leach $600 Senior Partners $700 Associates $300 Allison P. Klena, Associate $340 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received payment from the Debtor in the amount of $10,000. Kristen Burgers, Esq., a principal of Hirschler Fleischer, 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: Stephen E. Leach, Esq. Kristen E. Burgers, Esq. HIRSCHLER FLEISCHER, PC 1676 International Drive, Suite 1350 Tysons, VA 22102 Telephone: (703) 584-8900 Facsimile: (703) 584-8901 Email: sleach@hirschlerlaw.com kburgers@hirschleraw.com About 2116 4th Street LLC 2116 4th Street is engaged in activities related to real estate. 2116 4th Street LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. C. Case No. 23-00298) on Oct. 17, 2023. The petition was signed by Andre Jean as authorized representative of the Debtor. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the case. Kristen E. Burgers, Esq. at HIRSCHLER FLEISCHER PC represents the Debtor as counsel. 217 NORTH WASHINGTON: Jan. 9 Hearing on Disclosure Statement ------------------------------------------------------------ Judge Patrick G. Radel will convene a hearing on Jan. 9, 2024, at 11:30 A.M., to consider approval of the Disclosure Statement of debtor 217 North Washington Street LLC at the United States Bankruptcy Court, the Alexander Pirnie U.S. Courthouse and Federal Building 10 Broad Street, Room 236 Utica, NY 13501. Appearances may be made in-person at the courthouse OR by telephone via call-in number: 877-411-9748, and access code: 3229032# Written objections to the Disclosure Statement, if any, must be filed and served no later than 7 days prior to the Disclosure Hearing date. As reported in the TCR, the Debtor filed a Plan of Reorganization and a Disclosure Statement. The Debtor shall implement its Plan through member contributions by its sole and managing member, Rich Mills. General unsecured creditors will receive a distribution of 67% of their allowed claims, to be distributed 120 equal monthly installments. A full-text copy of the Disclosure Statement dated Nov. 14, 2023 is available at https://urlcurt.com/u?l=fnAGv6 from PacerMonitor.com at no charge. About 217 North Washington Street 217 North Washington Street LLC is a Limited Liability Company formed in 2017. Since formation, it has been in the business of property management of its single asset, 217 North Washington Street, Herkimer, New York. Rich Mills is the sole-proprietor and principal. 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. 225 BOWERY: Seeks to Hire Reliable Companies as Voting Agent ------------------------------------------------------------ 225 Bowery, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Reliable Companies d/b/a Reliable as its voting agent. The firm's services include: a. assistance with, among other things, solicitation, balloting, and tabulation of votes, and preparing any related reports, as required in support of confirmation of any chapter 11 plan (or plans) filed by the Debtor in this Chapter 11 Case, and in connection with such services, process requests for documents from parties in interest; and b. preparation of any official ballot certification and, if necessary, testifying in support of the ballot tabulation results. The hourly rates charged by the firm for its services are as follows: Analysts $30 to $50 per hour Consultant/Senor Consultant $65 to $165 per hour Technology Consultants $65 to $90 per hour Directors $150 per hour Solicitation Consultants $175 per hour Director of Solicitation $195 per hour The firm will also seek reimbursement for out-of-pocket expenses. Justin Edelson, a partner at Reliable Companies, 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: Justin Edelson Reliable Companies d/b/a Reliable 1650 Arch Street, Suite 2210 Philadelphia, PA 19403 Tel: (215) 563-3363 About 225 Bowery 225 Bowery, LLC is a New York-based company operating in the traveler accommodation industry. 225 Bowery sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10094) on Jan. 24, 2023. In the petition signed by its chief restructuring officer, Nat Wasserstein, the Debtor reported $50 million to $100 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. Alston & Bird LLP and Young Conaway Stargatt and Taylor, LLP represent the Debtor as legal counsel while Nat Wasserstein of Lindenwood Associates, LLC serves as the Debtor's chief restructuring officer. Bank Hapoalim B.M., as lender, is represented by Scott S. Balber, Esq., at Herbert Smith Freehills New York, LLP. 2377 GLENDON: Responds to UST's Disclosure Objections ----------------------------------------------------- Debtor 2377 Glendon LLC responded to objections of the United States Trustee to the Disclosure Statement describing the Debtor's Chapter 11 Plan of Reorganization. 2377 Glendon LLC points out that the basis for the UST's Objection is that the Disclosure Statement is vague. The basis for this aspect of the Objection is that the Disclosure Statement fails to propose a specific plan of action and, therefore, creditors do not have sufficient information to adequately vote on the Plan. The Debtor has clearly indicated that it intends to finish the construction through a construction loan and, once completed will either sell or refinance the property. It is not a requirement of a Disclosure Statement chose one distinct exit strategy. A Disclosure Statement is not flawed merely because it provides alternatives. 2377 Glendon LLC further points out that the basis for the Objection is that the Disclosure Statement fails to adequately address the in rem action filed by the United States. The Objection asserts that "the Disclosure Statement does not indicate if such litigation is still pending, the fact that the United States has a lis pendens recorded on the Property, or the impact of the ongoing litigation on the Debtor's ability to sell or refinance the Property." Debtor's Disclosure Statement does provide information that the in rem action remains pending. The Disclosure Statement also discusses the civil action in the "Risk Factors". The Disclosure Statement provides "there is risk that the civil forfeiture action results in the property being seized by the government and it is unknown what rights Debtor's creditors would have superior to the governments [sic] claims." According to 2377 Glendon LLC, the Objection further asserts that the Disclosure Statement fails to show how administrative claims will be paid on the effective date of the plan. The Disclosure Statement provides that administrative claims will be paid on the effective date but also provides that "[i]f full amount is not available, then $1,000 per month until paid in full." 2377 Glendon LLC points out that the final basis for the Objection appears to have been inadvertently included from a prior objection. It asserts that the Disclosure Statement does not provide for the Franchise Tax Board's priority claim. This claim is provided for on page 10, lines 4-5. The objection also asserts that the claim of Peck/Jones Construction Inc. is improperly classified as a "non-insider." However, the Disclosure Statement provides for Peck/Jones as an insider. Attorney for the Debtor: Thomas B. Ure, Esq. URE LAW FIRM 8280 Florence Ave., Suite 200 Downey, CA 90240 Tel: (213) 202-6070 Fax: (213) 202-6075 E-mail: tom@urelawfirm.com About 2377 Glendon LLC 2377 Glendon LLC is engaged in activities related to real estate. It owns in fee simple title a real property located at 2377 Glendon Ave Los Angeles, CA, valued at $3.8 million. 2377 Glendon LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10498) on Jan. 30, 2023. In the petition filed by Guillermo Montero, as managing member, the Debtor reported total assets of $3,800,000 and total liabilities of $6,323,136. The case is overseen by Honorable Bankruptcy Judge Neil W. Bason. The Debtor is represented by: Thomas B Ure, Esq. Ure Law Firm 12991 NW 1st Street #106 Pembroke Pines, FL 33028-3207 Tel: 213-202-6070 Fax: 213-202-6075 Email: tom@urelawfirm.com 2518 CLEBURNE: Hires Wiseman Properties as Real Estate Agent ------------------------------------------------------------ 2518 Cleburne Housing, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Wiseman Properties to sell its property located at 2516 & 2518 Cleburne St., Houston, Texas, 77004. The firm will render these services: a. use reasonable efforts to act diligently to market the property for sale, procure a buyer, and negotiate the sale of the Property; b. advertise the property through means including but not limited to, placing a "For Sale" sign, creating or placing information, internet; and c. disseminate information about the property to other realtors and prospects, including applicable disclosures, and notices concerning the Debtor's property. Wiseman Properties shall receive compensation equal to 2 percent of the sale price of the property. Melyssa Wiseman, a realtor employed by Wiseman Properties, assured the court that her firm is a "disinterested person" within the meaning of Sec.101(14) of the Bankruptcy Code. The firm can be reached through: Melyssa Wiseman WISEMAN PROPERTIES 4801 Woodway Dr. 300E Houston TX, 77056 Office (281) 900-5319 Email: melyssa.wiseman@gmail.com About 2518 Cleburne 2518 Cleburne Housing, LLC, a Houston-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32106) on June 5, 2023, with $1 million to $10 million in both assets and liabilities. Robert L. Wiseman, managing member, signed the petition. Judge Eduardo V. Rodriguez oversees the case. Brendon Singh, Esq., at Tran Singh, LLP, is the Debtor's legal counsel. 315 WEST REAR: Hires Hirschler Fleischer as Bankruptcy Counsel -------------------------------------------------------------- 315 West Rear St LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Columbia to hire Hirschler Fleischer as its bankruptcy counsel. The firm's services include: (a) advising the Debtor with respect to local practice and procedure; (b) advising the Debtor with respect to its powers and duties as debtor-in-possession in the continued operation of its businesses; (c) attending meetings and negotiating with representatives of creditors and other parties-in-interest; (d) taking necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, and, where appropriate, objecting to claims filed against the Debtor's estate; (e) assisting the Debtor in connection with preparing necessary motions, answers, applications, orders, reports, or other legal papers necessary to the administration of the estate, and appearing in Court on behalf of the Debtor in proceedings related thereto; (f) assisting the Debtor in the preparation of a chapter 11 plan and disclosure statement, and in any other matters and proceedings in connection therewith, including attending court hearings; (g) representing the Debtor in matters which may arise in connection with its business operations, financial and legal affairs, dealings with creditors and other parties-in-interest, sales, and other transactional matters, litigation matters and in any other matters which may arise during this case; and (h) performing all other necessary legal services in connection with the prosecution of this Chapter 11 Case. The hourly rates of the firm's attorneys and staff are as follows: Kristen E Burgers $515 Stephen Leach $600 Allison P. Klena $340 Senior Partners $600 Associates $300 In addition, the firm will seek reimbursement for expenses incurred. Kristen Burgers, Esq., a partner at Hirschler Fleischer, 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: Kristen E Burgers, Esq. Hirschler Fleischer PC 1676 International Drive, Suite 1350 Tysons, VA 22102 Tel: (703) 584-8364 Email: kburgers@hirschlerlaw.com About 315 West Rear St LLC 315 West Rear St is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 315 West Rear St LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.C. Case No. 23-00299) on Oct. 17, 2023. The petition was signed by Andre Jean as authorized representative of the Debtor. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Elizabeth L. Gunn oversees the case. Kristen E Burgers, Esq. at Hirschler Fleischer PC represents the Debtor as counsel. 315 WEST REAR: Taps Hirschler Fleischer as Bankruptcy Counsel ------------------------------------------------------------- 315 West Rear St seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Hirschler Fleischer as its bankruptcy counsel. The firm's services include: (a) advising the Debtor with respect to local practice and procedure; (b) advising the Debtor with respect to its powers and duties as debtor-in-possession in the continued operation of its businesses; (c) attending meetings and negotiating with representatives of creditors and other parties-in-interest; (d) taking necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, and, where appropriate, objecting to claims filed against the Debtor's estate; (e) assisting the Debtor in connection with preparing necessary motions, answers, applications, orders, reports, or other legal papers necessary to the administration of the estate, and appearing in Court on behalf of the Debtor in proceedings related thereto; (f) assisting the Debtor in the preparation of a chapter 11 plan and disclosure statement, and in any other matters and proceedings in connection therewith, including attending court hearings; (g) representing the Debtor in matters which may arise in connection with its business operations, financial and legal affairs, dealings with creditors and other parties-in-interest, sales, and other transactional matters, litigation matters and in any other matters which may arise during this case; and (h) performing all other necessary legal services in connection with the prosecution of this Chapter 11 Case. The hourly rates of the firm's attorneys and staff are as follows: Kristen E. Burgers, Shareholder $515 Stephen Leach $600 Senior Partners $700 Associates $300 Allison P. Klena, Associate $340 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received payment from the Debtor in the amount of $10,000. Kristen Burgers, Esq., a principal of Hirschler Fleischer, 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: Stephen E. Leach, Esq. Kristen E. Burgers, Esq. HIRSCHLER FLEISCHER, PC 1676 International Drive, Suite 1350 Tysons, VA 22102 Telephone: (703) 584-8900 Facsimile: (703) 584-8901 Email: sleach@hirschlerlaw.com kburgers@hirschleraw.com About 315 West Rear St 315 West Rear St is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 315 West Rear St LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.C. Case No. 23-00299) on Oct. 17, 2023. The petition was signed by Andre Jean as authorized representative of the Debtor. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Elizabeth L. Gunn oversees the case. Kristen E. Burgers, Esq. at HIRSCHLER FLEISCHER PC represents the Debtor as counsel. 79 NICK TRAIL: Gets OK to Sell Mashpee Property for $4.27-Mil. -------------------------------------------------------------- 79 Nick Trail, LLC received approval from the U.S. Bankruptcy Court for the District of Massachusetts to sell its property located at 79 Nick Trail, Mashpee, Mass. Thomas Waite, trustee of the Thomas J. Waite Revocable Trust, bought the property for $4.27 million in a cash transaction. 79 Nick Trail will use the net proceeds from the sale to pay secured creditors after payment of fees and costs associated with the sale and liabilities of the company incurred through closing. About 79 Nick Trail 79 Nick Trail, LLC filed Chapter 11 petition (Bankr. D. Mass. Case No. 23-10893) on June 6, 2023, with as much as $1 million in both assets and liabilities. Judge Janet E. Bostwick oversees the case. Peter M. Daigle, Esq., at The Law Office of Peter M. Daigle is the Debtor's bankruptcy counsel. 962 972 BUSHWICK: Hires Law Offices of Isaac Nutovic as Counsel --------------------------------------------------------------- 962 972 Bushwick Ave LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Law Offices of Isaac Nutovic as counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the continued operation of its business affairs and management of its property as Debtor and Debtor-in-possession; (b) representing the Debtor before the Court at all hearings on matters pertaining to the Debtor, including prosecuting and defending litigated matters that may arise during the Chapter 11 case; (c) advising and assisting the Debtor in the preparation and negotiation of a plan of reorganization with creditors; (d) preparing all necessary or desirable applications, answers, orders, reports and other legal documents; and (e) performing all other legal services for the Debtor which may be desirable and necessary in the course of the reorganization proceedings. The firm will be paid at these rates: Isaac Nutovic, Esq. $625 per hour Colleen Dalton, Esq. $425 per hour Associates $275 to $400 per hour Paralegals $125 to $200 per hour The firm received from the Debtor a retainer of $21,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Isaac Nutovic, Esq., a partner at Law Offices of Isaac Nutovic, 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: Isaac Nutovic, Esq. Law Offices of Isaac Nutovic 261 Madison Ave, 26th Floor New York, NY 10016 Tel: (917) 922-7963 About 962 972 Bushwick Ave LLC 962 972 Bushwick Ave LLC is engaged in activities related to real estate. 962 972 Bushwick Ave LLC in Brooklyn NY 11204, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-44074) on November 6, 2023, listing as much as $1 million to $10 million in both assets and liabilities. David Greenfield as managing member, signed the petition. Judge Elizabeth S Stong oversees the case. LAW OFFICES OF ISAAC NUTOVIC serve as the Debtor's legal counsel. ABUNDANT TREASURES: Plan, Disclosures Deadline Extended to Dec. 15 ------------------------------------------------------------------ Judge Deborah J. Saltzman has entered an order that the Abundant Treasures LLC's deadline to file a disclosure statement and chapter 11 plan is extended to no later than Dec. 15, 2023. Abundant Treasures moved the Honorable Court ex parte for an order extending the deadline to file its Chapter 11 Disclosure Statement and Plan for thirty days, through Dec. 15, 2023. This case was filed by the Debtor on August 17, 2023, to save its only asset, real property located 13110-13114 W. Washington Blvd, Los Angeles, CA 90066 ("Washington Property"), from imminent foreclosure. The Debtor's request was based on several factors. First, the Debtor has been working proactively with its only substantial creditor -- USI Servicing -- which is the servicer of a secured claim against the Washington Property in the approximate amount (as of the petition date) of $2.9 million (see Proof of Claim #1-1). The Debtor, by and through counsel, expects to come to an agreement shortly with USI on a specific timeline for the selling the property prior to termination of the automatic stay, which would be fundamental to an accurate and confirmable plan of reorganization in this case. Second, the Debtor has spoken with an accountant and other tax specialists and requires a short extension to confirm the tax consequences of this sale, which would affect the Debtor's strategy in completing the sale. Third, the Debtor expects to have a realistic understanding of the market and ability to sell the Washington Property for value after continuing its aggressive marketing of the property over the next several weeks. The Debtor anticipates it may be able to quickly obtain a buyer for the Washington Property, and could resolve this case via a section 363 sale motion rather than the plan and disclosure statement process, which would save substantial administrative time and expense and benefit all parties in interest. Additionally, if the market does not bear out the Debtor's expectations, the Debtor may choose to move to dismiss this case if it appears in the interest of all parties. Abundant Treasures LLC sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-15281) on Aug. 17, 2023. The Debtor is represented by: Andrew A. Moher, Esq. MOHER LAW GROUP 424 F St., Suite 203 San Diego, CA 92101 Tel: (619) 269-6204 Fax: (619) 786-3800 ADVANCED INTEGRATION: Moody's Cuts CFR & Secured Loans to Caa2 -------------------------------------------------------------- Moody's Investors Service downgraded its ratings for Advanced Integration Technology LP ("AIT"), including the corporate family rating to Caa2 from Caa1 and probability of default rating to Caa2-PD from Caa1-PD. Concurrently, Moody's downgraded the ratings on AIT's senior secured bank credit facilities to Caa2 from Caa1. The ratings outlook is stable. The downgrades reflect AIT's weak credit metrics, high financial leverage and significant underperformance relative to Moody's expectations. More broadly, the downgrade reflects the lumpy and unpredictable nature of AIT's business, which is prone to significant earnings volatility and vulnerable to customer-induced delays. Moody's views governance risk as elevated given AIT's private equity ownership and the company's poor track record of meeting its financial projections. RATINGS RATIONALE The Caa2 corporate family rating reflects AIT's modest size, relatively concentrated customer and platform base, and exposure to cyclical end markets. The rating also incorporates AIT's reliance on lumpy and large-sized customer contracts that are vulnerable to cost revisions and delays. Unanticipated customer delays can be deeply disruptive to AIT's operational and financial performance and hamper the company's ability to manage headcount, capacity, and working capital. AIT's use of percentage of completion accounting which leads to ongoing and sometimes meaningful revisions to contract costs and profitability exacerbates vulnerabilities to earnings volatility. Over the last 18 months, AIT's financial performance has been well below Moody's expectations, in part due to customer delays and supplier execution issues. As of June 2023, the company had weak credit metrics with debt-to-EBITDA well in excess of 10x. Moody's has concerns about upcoming maintenance-based covenants that come into effect on AIT's term loan in Q2 2024. The high leverage also raises concerns as to the sustainability of AIT's capital structure. Moody's recognizes AIT's good competitive standing and growing portfolio of automation, robotic and engineering capabilities that should well position the company for future business wins with its aircraft manufacturing customers. Moody's also considers the relatively favorable demand fundamentals in both commercial aerospace defense end markets and healthy backlog. The stable outlook reflects AIT's intermediate-dated capital structure which affords the company some time to work execute on its backlog and grow earnings. Moody's expects AIT to have weak liquidity over the next 12 months. AIT's June 2023 cash balance was $10 million. The company has no near-term principal obligations and modest annual amortization on term debt of around $2.6 million. Moody's anticipates modest free cash generation during 2024 with FCF-to-debt likely to be flat or in the low single-digits. External liquidity is provided by an undrawn $45 million revolving credit facility. The revolver contains a springing net leverage ratio of 7.5x that comes into effect if borrowings under the facility exceed 40%. The term loan contains a maintenance-based net leverage ratio of 7.5x that comes into effect beginning June 2024. Absent a material growth in earnings over the next few quarters, Moody's believes AIT will have difficulty complying with the term loan covenant. The senior secured bank credit facilities represent the entirety of the company's funded debt structure. As such, the senior secured term loan is rated consistent with the corporate family rating at Caa2. The bank credit facilities are comprised of a $45 million senior secured revolver due 2027 and a $274 million senior secured term loan due 2027. The credit facilities benefit from upstream subsidiary guarantees and are secured by substantially all tangible and intangible assets of the borrower and each guarantor. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if there is sustained growth in revenues and earnings or if cash flow generation were expected to be consistently and sustainably positive. The ratings could be downgraded if earnings do not grow meaningfully and if AIT is unable to materially delever by the end of 2024. Weakening liquidity, an inability to comply with financial covenants, or negative free cash generation could also result in a downgrade. Advanced Integration Technology LP ("AIT"), headquartered in Plano, Texas, is a provider of turnkey factory automation and complex automated and non-automated tooling to the commercial aerospace and defense industries. AIT's primary business is to design, engineer, manufacture, and install machines and systems which enable the automated assembly of aerospace structures and other industrial equipment. The company is owned by management, funds affiliated with Onex Corporation and by Qatar Investment Authority. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. ADVENTURE ENVIRONMENTAL: Taps Kingcade, Leiderman as Co-Counsel --------------------------------------------------------------- Adventure Environmental, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kingcade, Garcia & McMaken, PA and Leiderman Shelomith + Somodevilla, PLLC, doing business as LSS Law, as general bankruptcy co-counsel. The firms will render these services: a. give advice to the Debtor with respect to its powers and duties as a debtor-in-possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor in all matters pending before the Court; e. represent the Debtor in negotiation with its creditors in the preparation of a plan; and f. perform all other legal services for the Debtor. The counsels will be paid these hourly rates: Timothy S. Kingcade, Esq. $500 Zach B. Shelomith, Esq. $500 Jessica McMaken, Esq. $400 Christian Somodevilla $475 Paraprofessionals $100 to $125 In addition, the firm will seek reimbursement for expenses incurred. The firms received a retainer in the amount of $80,000. Timothy Kingcade, Esq., a member of Kingcade, Garcia & McMaken, and Zach Shelomith, Esq., a member of LSS Law, disclosed in court filings that the firms are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached through: Timothy S. Kingcade, Esq. Kingcade, Garcia & McMaken, PA 1370 Coral Way Miami, FL 33145 Telephone: (305) 285-9100 Email: scanner@miamibankruptcy.com - and - Zach B. Shelomith, Esq. LSS Law 2699 Stirling Road, Suite C401 Ft. Lauderdale, FL 33312 Telephone: (954) 920-5355 Facsimile: (954) 920-5371 Email: zbs@lss.law 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. AEMETIS INC: Reports Third Quarter 2023 Financial Results --------------------------------------------------------- Aemetis, Inc. has released its financial results for the three and nine months ended September 30, 2023. Net income was $30.7 million for the third quarter of 2023, compared to a net loss of $66.8 million for the third quarter of 2022 driven primarily from tax credit sales of $55.2 million during the third quarter of 2023 along with the one-time unitholder redemption charge of $49.4 million during the third quarter of 2022. Cash at the end of the third quarter of 2023 was $3.9 million, compared to $4.3 million at the close of the fourth quarter of 2022. Investments in capital projects of $8.8 million were made during the third quarter of 2023 further highlighting the Company's commitment to build ultra-low carbon projects. "Revenues of $68.7 million for the third quarter of 2023 reflect our India Biodiesel segment fulfilling $20.1 million of supply contracts from the three Oil Marketing Companies combined with restart of the Keyes ethanol plant that generated $47.4 million of California Ethanol segment revenues," said Todd Waltz, Chief Financial Officer of Aemetis. "Investments in capital projects was $18.6 million for the first nine months of 2023 as our engineering and construction teams moved forward with initiatives across our biogas, sustainable aviation fuel, renewable diesel, carbon capture, and low carbon renewable ethanol businesses," added Waltz. Basic earnings per share (EPS) was $0.79 for the third quarter of 2023, which includes the sale of $63 million of Inflation Reduction Act investment tax credits related to the Aemetis Biogas assets for cash proceeds of $55.2 million. "We are pleased with the many milestones accomplished during the third quarter. These milestones enable our combined operating businesses, including biogas, ethanol and biodiesel, to achieve an expected transition to positive cash flow during the fourth quarter of this year. The Aemetis Biogas assets brought into service earlier this year resulted in $55.2 million of cash proceeds; and the sale of D3 RINs generated by the Dairy Renewable Natural Gas project enabled the biogas business to now contribute to positive cash flow from operations," said Eric McAfee, Chairman and CEO of Aemetis. "Our India team expanded biodiesel production capacity to 60 million gallons per year and received a one year, $150 million biodiesel supply allocation from the three India government Oil Marketing Companies for deliveries that started in October. We achieved significant milestones in profitability and project development initiatives including approval of the Use Permit and CEQA for the Riverbank SAF/RD plant; the construction and/or engineering for solar and other energy efficiency projects at the Keyes ethanol plant supported by $16.7 million of California Energy Commission and PG&E utility grants; and the restart and operation of the Keyes ethanol plant during a period of higher margins for the ethanol industry." The Company's revenues during the third quarter of 2023 decreased 4% to $68.7 million compared to $71.8 million for the third quarter of 2022. Its India Biodiesel operations experienced an increase of 121% in production by delivering 15.5 thousand metric tons of biodiesel during the third quarter of 2023 compared to 7 thousand metric tons during the third quarter of 2022. Its California Ethanol operations experienced a decrease in the volume of ethanol sold from 15.7 million gallons in the third quarter of 2022 to 13.8 million gallons in the third quarter of 2023. Delivered corn price improved from an average price of $9.59 per bushel during the third quarter of 2022 to $7.48 per bushel during the third quarter of 2023. Gross profit for the third quarter of 2023 was $492 thousand, compared to $1.1 million gross loss during the third quarter of 2022. Its India Biodiesel segment provided $2.8 million of this gross income. Selling, general and administrative expenses were $9.0 million during the third quarter of 2023, compared to $6.4 million during the third quarter of 2022 as a result of the Company's continued investments into the Company's ultra-low carbon initiatives along with non-cash charges for stock compensation. Operating loss was $8.5 million for the third quarter of 2023, compared to an operating loss of $7.6 million for the third quarter of 2022. Interest expense during the third quarter of 2023 was $10.2 million, excluding accretion and other expenses in connection with Series A preferred units in the Company's Aemetis Biogas LLC subsidiary, compared to $7.1 million during the third quarter of 2022. Additionally, the Company's Aemetis Biogas LLC subsidiary recognized $7.7 million of accretion and other expenses in connection with preference payments on its Series A preferred units during the third quarter of 2023 compared to $2.8 million during the third quarter of 2022 along with a loss on extinguishment on the Series A preferred units of an estimated $49.4 million during the third quarter of 2022 as a result of a charge related to the redemption of the Series A preferred units as part of the amendment to the Preferred Unit Purchase Agreement. For the first nine months of 2023, Revenues were $116 million, compared to $190 million for the nine months of 2022, driven primarily by the extended maintenance cycle which allowed for the acceleration of the implementation of several important ethanol plant efficiency upgrades at the Keyes plant during the first half of 2023. Gross profits for the nine months ended September 30, 2023 was $1.2 million, compared to a gross loss of $4.4 million during the first nine months of 2022, as the delivered corn price decreased to $7.34 per bushel during the first nine months of 2023 from $9.53 per bushel during the same period of 2022. Selling, general and administrative expenses were $29.5 million during the nine months ended September 30, 2023, compared to $21.2 million during the first nine months of 2022, primarily attributable to non-cash stock compensation expense. Operating loss was $28.4 million for the nine months ended September 30, 2023, compared to $25.7 million for the first nine months of 2022. Interest expense was $28.9 million during the nine months ended September 30, 2023, excluding accretion and other expenses of Series A preferred units in the Company's Aemetis Biogas LLC subsidiary, compared to interest expense of $20.0 million during the first nine months of 2022. Additionally, the Company's Aemetis Biogas LLC subsidiary recognized $20.2 million of accretion and other expenses in connection with preference payments on its Series A preferred units during the first nine months of 2023 compared to $5.9 million during the same period of 2022 along with a loss on extinguishment on the Series A preferred units of $49.4 million as a result of a charge related to the redemption of the Series A preferred units as part of the amendment to the Preferred Unit Purchase Agreement. Net loss for the nine months ended September 30, 2023, was $21 million, compared to a net loss of $85.3 million during the same period of 2022. Included in net loss for the nine months of 2023 is tax credit sales of $55.2 million and included in net loss for the third quarter of 2022 is the receipt of a grant of $14.2 million from the United States Department of Agriculture (USDA) Biofuel Producer Program and the one-time unitholder redemption charge of $49.4 million. Investments in capital projects of $18.6 million were made during the first nine months of 2023 further indicating progress on the Company's carbon intensity reduction projects. 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/498brykm About Aemetis Headquartered in Cupertino, California, Aemetis, Inc. -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." Aemetis reported a net loss of $107.76 million for the year ended Dec. 31, 2022, compared to a net loss of $47.15 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $210.38 million in total assets, $103.63 million in total current liabilities, $329.17 million in total long-term liabilities, and a total stockholders' deficit of $222.42 million. "As a result of negative capital, negative market conditions resulting in prolonged idling of the Keyes Plant, negative operating results, and collateralization of substantially all of the company assets, the Company has been reliant on its senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. In order to meet its obligations during the next twelve months, the Company will need to either refinance the Company's debt or receive the continued cooperation of its senior lender. This dependence on the senior lender raises substantial doubt about the Company's ability to continue as a going concern" the Company said in its Form 10-Q for the period ended June 30, 2023, filed with the Securities and Exchange Commission on Aug. 4, 2023. AJM MANAGEMENT: Unsecureds Owed $261K Unimpaired in Plan -------------------------------------------------------- AJM Management, LLC, submitted a Chapter 11 Plan and a Disclosure Statement, dated November 22, 2023. The Debtor's Plan is a liquidating plan with the centerpiece being a sale of the Debtor's real estate, which a 31-unit apartment building located at 405 Rockaway Parkway, Brooklyn, New York 11212, identified under: Block: 4672; Lot: 37, in the Borough of Brooklyn (the "Property"). To that end, the Debtor has retained MYC & Associates, Inc., which has been marketing the Property so as to achieve the highest possible sale price and to maximize value to the Debtor's estate. The Debtor has now received an offer from Andrew Webber, or his assigns, to purchase the Property for the sum of $3,000,000, subject to higher and better offers at a public auction in "AS IS", "WHERE IS" and "WITH ALL FAULTS" condition, with no representations of any kind, and subject to any and all existing tenancies and occupancies. The commissions to the broker/auctioneer, which are subject Bankruptcy Court approval, shall be paid by the Successful Bidder as a Buyer's Premium. In addition, the Plan proposes to pay a 100% distribution to general unsecured creditors, which will be funded from the net sale proceeds of the Property. The Debtor prepared a detailed bankruptcy petition and a comprehensive set of schedules and statements, which were filed with the initial bankruptcy petition. The Debtor also appeared for a Section 341(a) Meeting of Creditors, and its attorneys conducted numerous conversations with counsel for 405 Rockaway and the Office of the United States Trustee. Under the Plan, Class 4 General Unsecured Claims total $261,021. Class 4 Claimants will receive a 100% distribution from the net proceeds of the sale of the Property to be paid within 30 days after the Effective Date together with interest at the federal judgment rate in effect on the Confirmation Date. Class 4 Claimants are unimpaired, are not eligible to vote on the Plan and are deemed to have accepted the Plan. The Plan shall be funded by the sale of the Property and the net proceeds from the sale of the Property and cash on hand. As set forth in this Disclosure Statement, the Debtor has entered into a stalking horse contract with Andrew Webber, or his assign, to sell the Property for $3,000,000, subject to higher and/or better offers at a public auction. The Property shall be sold "AS IS" "WHERE IS" "WITH ALL FAULTS" AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, and subject to all existing tenancies and occupancies. The sale shall be held within 30 days after the entry of an order approving the Terms and Conditions of Sale and Bidding Procedures. The Debtor represents that the proposed sale is arm's length transaction to a non-insider third party. Except for MYC & Associates, Inc., there is no other broker involved in this sale. Counsel to AJM Management: Alex E. Tsionis, Esq. Avrum J. Rosen, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New St. Huntington, NY 11743 Tel: (631) 423-8527 A copy of the Disclosure Statement dated November 22, 2023, is available at https://tinyurl.ph/xZWPP from PacerMonitor.com. About AJM Management AJM Management, LLC, is the fee simple owner of real property located at 405 Rockaway Parkway, Brooklyn, N.Y., valued at $3.9 million. AJM Management filed it voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41664) on May 12, 2023, with $4,117,194 in assets and $2,262,346 in liabilities. Ray Jones, managing director, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC as legal counsel and Hirsch & Hirsch Certified Public Accountants, PLLC as accountant. AKUMIN INC: Seeks to Tap Ernst & Young as Tax Services Provider --------------------------------------------------------------- Akumin Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Ernst & Young LLP as their tax services provider. The firm will render these services: A. Routine On-Call Tax Advisory Services EY LLP will assist with tax issues by answering one-off questions, drafting memos describing how specific tax rules work, assisting with general transaction issues and assisting the Debtors in connection with its dealings with tax authorities. B. 2022 Business Tax Compliance Services EY LLP will prepare federal and state tax returns for the taxable year(s) ended December 31, 2022. The specific services EY LLP will provide as part of this engagement include: 1. prepare estimated tax payment computations for federal return(s) and state returns 2. prepare extension requests for federal return(s) and state returns 3. prepare Federal tax depreciation calculations as well as gain/loss on disposals of fixed assets 4. prepare state tax depreciation calculations 5. prepare the following Federal international forms, statements and elections: a. Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations b. Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business C. On Call State Tax Controversy Services EY LLP will provide tax advice and controversy services concerning issues in current and future examinations by taxing authorities of Client’s tax obligations, including, but not limited to, income/franchise taxes, sales/use taxes, excise taxes, property taxes and employment taxes. D. Restructuring Services 1. advise on the federal, state and local income tax consequences of proposed restructuring transactions which Client is evaluating; 2. understand and advise on the tax implications of reorganization and/or restructuring alternatives Client is evaluating which may result in a change in the equity, capitalization and/or ownership of the Client and its assets; 3. prepare calculations and apply the appropriate federal, state and local tax law to determine the amount of debt cancellation tax income and tax attribute reduction; 4. request information, prepare calculations (Section 382 Calculations) and apply the appropriate federal, state and local tax law to historical information regarding potential changes in the ownership of Client stock to calculate whether any of the shifts in ownership may cause an ownership change that will restrict the use of tax attributes (such as net operating loss, capital loss, credit carry forwards, and built inbuilt-in losses) and the amount of any such limitation; 5. prepare or update tax basis balance sheets and computations of stock basis; 6. analyze federal, state and local tax treatment of the costs and fees incurred by the Client in connection with any reorganization and/or restructuring, including applicable tax return disclosure and presentation; 7. analyze federal, state and local tax consequences of restructuring and rationalization of inter-company accounts; Analyze federal, state and local tax consequences of consequences of potential bad debt and worthless stock deductions, including tax return disclosure and presentation; 8. assist with various tax, compliance and audit issues arising in the ordinary course of the restructuring process, including but not limited to: IRS and/or state and local income and indirect tax audit inquiries, and compliance questions, notices or issues related to federal, state and local income/franchise tax, sales and use tax, property tax, employment tax, and tax credit & incentive agreements; 9. assist and advise on the potential for seeking cash tax refunds, including but not limited to the following types of taxes; income taxes, franchise taxes, sales taxes, use taxes, VAT taxes, employment taxes, property taxes, and tax credit & incentive agreements; 10. review and provide comments on documents provided by Client or its counsel relating to the proposed transactions to the extent such documents bear on the tax consequences to Client; 11. prepare requests for private letter rulings from the IRS; and 12. provide documentation, in each case as appropriate or necessary, of any tax matter, including step plans, memoranda, and opinions. E. Sales and Use Tax Compliance Services EY LLP will prepare the sales and use tax returns through the period ending Dec. 31, 2023. The firm will be paid as follows: -- For On Call State Tax Controversy Services and Routine On-Call Tax Advisory Services, the firm will pay these hourly fees: Partner/Principal $660 Managing Director $595 Senior Manager $475 Manager $390 Senior $280 Staff $210 -- For Restructuring Services, the firm will pay these hourly fees: Partner/Principal $1,150 Managing Director $1,100 Senior Manager $990 Manager $750 Senior $630 Staff $440 -- For 2022 Business Tax Compliance SOW, the firm will charge a fixed fee of $708,000. -- For Sales and Use Tax Compliance SOW, the firm will charge a fixed fee of $75,000. As disclosed in court filing, Ernst & Young is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Art De Jong Ernst & Young, LLP One Manhattan West, 395 9th Ave New York 10001 Telephone: (212) 773-3000 About Akumin Akumin Inc. -- https://www.akumin.com -- provides fixed-site outpatient diagnostic imaging services through a network of owned and/or operated imaging locations; and outpatient radiology and oncology services and solutions to approximately 1,000 hospitals and health systems across 48 states. Its imaging procedures include magnetic resonance imaging ("MRI"), computerized tomography ("CT"), positron emission tomography, ultrasound, diagnostic radiology (X-ray), mammography, and other related procedures. Akumin's cancer care services include a full suite of radiation therapy and related offerings. Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22, 2023. The petitions were signed by Riadh Zine, the Debtors' chief executive officer. As of June 30, 2023, Akumin Inc. listed total assets of $1,635,742,000 and total debts of $1,635,186,000. The Hon. Christopher M Lopez presides over the cases. The law firm of Dorsey & Whitney LLP, serves as the Debtors' general bankruptcy counsel; Jackson Walker LLP, as their co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial advisors; the law firm of Stikeman Elliott LLP, as special Canadian counsel; Leerink Partners as investment banking firm; and Epiq Corporate Restructuring LLC, as their noticing and claims agent. Ronald J. Bienias, Partner and Managing Director of AlixPartners, serves as the Debtors' chief restructuring officer. Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason Rubin, serves as counsel to the ad hoc group comprised of beneficial holders of Prepetition 2025 Notes and Prepetition 2028 Notes. King & Spalding LLP's Thad Wilson and Britney Baker serve as counsel to the Prepetition RCF Agent. Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP Lender, Stonepeak. AKUMIN INC: Taps Jackson Walker as Co-Counsel and Conflicts Counsel ------------------------------------------------------------------- Akumin Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jackson Walker, LLP as conflicts counsel and co-counsel with Dorsey & Whitney, LLP. The firm will render these services: (a) provide advice on local rules, practices, and procedures, including Fifth Circuit law; (b) provide certain services in connection with the administration of the Debtors' Chapter 11 cases; (c) review and comment on proposed drafts of pleadings to be filed with the court; (d) at the request of the Debtors, appear in court and at any meeting with the U.S. Trustee and any meeting of creditors; (e) perform all other services assigned by the Debtors to the firm as bankruptcy co-counsel and conflicts counsel; and (f) provide legal advice and services on any matter on which Dorsey & Whitney, LLP, the Debtor's lead counsel, may have a conflict. The hourly rates of Jackson Walker's counsel and staff are as follows: Partners $815 - $1,150 Associates $545 - $750 Paraprofessionals $240 - $275 In addition, the firm will seek reimbursement for expenses incurred. Prior to the filing of these cases, the firm received payments from the Debtors totaling $740,242.71, which included $102,542 in filing fees. Matthew Cavenaugh, Esq., a partner at Jackson Walker, provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did the firm agree to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement? Answer: No. The firm and the Debtors have not agreed to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement. The rate structure provided by the firm is appropriate and is not significantly different from (a) the rates that the Debtors charge for other non-bankruptcy representatives or (b) the rates of other comparably skilled professionals. Question: Do any of the firm professionals in this engagement vary their rate based on the geographical location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by the firm in representing the Debtors are consistent with the rates that the firm charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. Question: If the firm has represented the Debtors in the 12 months prepetition, disclose the firm's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If the firm's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: My hourly rate is $1,150. The rates of other restructuring attorneys in the firm range from $545 to $1,150 an hour and the paraprofessional rates range from $240 to $275 per hour. The firm represented the Debtors during the weeks immediately before the petition date using the foregoing hourly rates. Question: Have the Debtors approved the firm's budget and staffing plan, and if so, for what budget period? Answer: The firm has not prepared a budget and staffing plan. Mr. Cavenaugh disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew D. Cavenaugh, Esq. Jackson Walker LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com About Akumin Akumin Inc. -- https://www.akumin.com -- provides fixed-site outpatient diagnostic imaging services through a network of owned and/or operated imaging locations; and outpatient radiology and oncology services and solutions to approximately 1,000 hospitals and health systems across 48 states. Its imaging procedures include magnetic resonance imaging ("MRI"), computerized tomography ("CT"), positron emission tomography, ultrasound, diagnostic radiology (X-ray), mammography, and other related procedures. Akumin's cancer care services include a full suite of radiation therapy and related offerings. Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22, 2023. The petitions were signed by Riadh Zine, the Debtors' chief executive officer. As of June 30, 2023, Akumin Inc. listed total assets of $1,635,742,000 and total debts of $1,635,186,000. The Hon. Christopher M Lopez presides over the cases. The law firm of Dorsey & Whitney LLP serves as the Debtors' general bankruptcy counsel; Jackson Walker LLP as their co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial advisors; the law firm of Stikeman Elliott LLP, as special Canadian counsel; Leerink Partners as investment banking firm; and Epiq Corporate Restructuring LLC, as their noticing and claims agent. Ronald J. Bienias, partner and managing director of AlixPartners, serves as the Debtors' chief restructuring officer. Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason Rubin, serves as counsel to the ad hoc group comprised of beneficial holders of Prepetition 2025 Notes and Prepetition 2028 Notes. King & Spalding LLP's Thad Wilson and Britney Baker serve as counsel to the Prepetition RCF Agent. Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP Lender, Stonepeak. ALL FLORIDA SAFETY: Aaron Cohen Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., as Subchapter V trustee for All Florida Safety Institute, LLC. Mr. Cohen 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. Cohen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aaron R. Cohen, Esq. P.O. Box 4218 Jacksonville, FL 32201 Tel: (904) 389-7277 Email: aaron@arcohenlaw.com About All Florida Safety All Florida Safety Institute, LLC (AFSI), a Driver License Testing School, opened in North East Florida in 2016 to give residents in the state a better understanding of driving rules, requirements, and techniques that will make roads safer for everyone. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02720) on Nov. 3, 2023, with $1,872,100 in assets and $4,819,392 in liabilities. Judge Jacob A. Brown oversees the case. Thomas Adam, Esq., represents the Debtor as legal counsel. ALPACKA GROUP: Hires Amy Applebaum as Responsible Individual ------------------------------------------------------------ Alpacka Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Amy Applebaum, its managing member, as responsible individual. The Debtor asserted that Ms. Applebaum is familiar with the Debtor's assets and operations, and is competent to perform the duties and obligations of the Debtor-in possession. Ms. Applebaum can be reached at: Amy Applebaum 196 Barnard Avenue San Jose, CA 95125 Tel: (408) 677-7307 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. AMERICANAS SA: Receives $4.9-Bil. Capital Raise in Debt Deal ------------------------------------------------------------ Cristiane Lucchesi and Daniel Cancel of Bloomberg News report that Brazilian retailer Americanas SA reached an agreement with bank creditors to overhaul some of its debt, in a key step toward eventually exiting bankruptcy protection. Some 11 months after sinking into a crisis due to an accounting fraud that more than doubled its debt to 42.5 billion reais ($8.7 billion), a binding agreement was signed with creditors holding more than 35% of company's debt, excluding intercompany credits, Americanas said in a filing Monday. Other creditors also showed interest in participating on the same deal in a non-binding way, the company said. The agreement, which will allow Americanas to present a new plan in court, is the result of "extensive" negotiations with creditors who hold more than 50% of the company's debt combined, the retailer said. It added that the parts committed to backing the plan in an upcoming meeting, scheduled for Dec. 19. Although Americanas doesn't name creditors in the filing, banks have the majority of the debt. Their buy-in was seen as key to avoid any risk of liquidation for the company, which has seen digital sales sink while losing millions of clients and shuttering dozens of stores in the past year. Shares fell as much as 6.4% in Sao Paulo trading with volume almost give times higher than the 100-day average. The market capitalization stands at about 940 million reais. The debt restructuring proposal includes a cash injection and so-called DIP financing of 12 billion reais by the top shareholders, and a debt-to-equity swap from creditors of as much as 12 billion reais. That could boost the company's capital by up to 24 billion reais ($4.9 billion.) All shareholders will be allowed to participate in the capital increase. Americanas will seek approval from the board of directors to grant one subscription bonus to every three shares issued as an additional benefit, it said. The company also secured a 1.5 billion-real bank or judicial insurance guarantee, available for two years from the conclusion of the restructuring stages or until the end of the judicial reorganization, whichever comes first. The plan also allocated as much as 8.7 billion for the payment of financial creditors, through a reverse auction or early payment of credits at a discount. The company expects to have 1.875 billion reais in gross debt after implementing the measures set out in the plan. The deal comes after the retailer published new earnings reports for 2021 and 2022 that showed it lost nearly 20 billion reais in the period. The estimated size of the accounting fraud was 25 billion reais, bigger than what it had initially estimated. The crisis at Americanas has been a headache for the billionaire trio Jorge Paulo Lemann, Carlos Sicupira and Marcel Telles, who own about 30% of the company -- though the hit to their reputation as the savviest businessmen in the country outweighed the overall financial impact. The blow up also contributed to a credit crunch for Brazilian companies, and put more pressure on retailers already reeling from high interest rates. Americanas, founded in 1929, is one of Brazil's most iconic retailers and is known for its affordable prices for everything from kitchen appliances to clothes, candy and toys. The crisis engulfed the firm on Jan. 11 after a new chief executive officer hired from outside the company took over. Previously, the same CEO had run the management team for decades. The incoming CEO Sergio Rial, who has a long resume at firms like Banco Santander SA, BRF SA and Cargill Inc., resigned just nine days into the job alleging "accounting inconsistencies" estimated at 20 billion reais. The board moved immediately to hire new leaders and sideline the remaining executives from the previous management team, while also fending off creditors and trying to keep operations from collapsing. Blame game The new team has accused the previous group led by Miguel Gutierrez of hiding debts and inflating profits by falsifying advertising contracts and obscuring supply-chain financing transactions. Gutierrez, who has relocated to Spain where he has nationality, called himself a scapegoat in one of the only comments he's made through lawyers. Americanas, now led by CEO Leonardo Coelho and CFO Camille Loyo Faria, has said it expects to reduce debt to as low as 1 billion reais in 2025 and post positive earnings before interest, taxes, depreciation and amortization of close to 2 billion reais. 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. AMYRIS INC: Seeks to Tap Gordon Rees Scully Mansukhani as Counsel ----------------------------------------------------------------- Amyris, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Gordon Rees Scully Mansukhani, LLP as special counsel. The Debtors require a special counsel to provide document review and other litigation support services. The hourly rates of the firm's counsel and staff are as follows: Partners $525 Counsel $450 Associates $425 Paraprofessionals $200 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, Gordon Rees received $25,465 for professional fees incurred. Clair Wischusen, Esq., a partner at Gordon Rees Scully Mansukhani, provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did the firm agree to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement? Answer: No. Question: Do any of the firm professionals in this engagement vary their rate based on the geographical location of the Debtors' Chapter 11 cases? Answer: No. Question: If the firm has represented the Debtors in the 12 months prepetition, disclose the firm's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If the firm's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Gordon Rees' billing rates have remained substantially consistent to that prepetition. Question: Have the Debtors approved the firm's budget and staffing plan, and if so, for what budget period? Answer: The Debtors and Gordon Rees have discussed an anticipated budget for these Chapter 11 cases. Ms. Wischusen disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Clair E. Wischusen, Esq. Gordon Rees Scully Mansukhani, LLP 275 Battery Street, Suite 200 San Francisco, CA 94111 Telephone: (415) 986-5900 Facsimile: (415) 986-8054 Email: cwischusen@grsm.com About Amyris Inc. Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a 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. and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. In the petition signed by its interim chief executive officer and chief financial officer, Han Kieftenbeld, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their bankruptcy counsel; Fenwick & West, LLP as corporate counsel; Gordon Rees Scully Mansukhani, LLP as special counsel; PricewaterhouseCoopers LLP as financial advisor; and Intrepid Investment Bankers LLC as investment banker. Stretto, Inc. is the Debtors' claims, noticing, solicitation agent and administrative adviser. ARAGORN PARENT: Moody's Rates Proposed First Lien Loans 'B2' ------------------------------------------------------------ Moody's Investors Service assigned B2 ratings to Aragorn Parent Corporation's (dba OverDrive) proposed backed senior secured first lien credit facilities consisting of a 4.5-year $70 million revolving credit facility due June 2028 and 5-year $600 million term loan B due December 2028. The company's existing ratings including the B2 Corporate Family Rating, B2-PD Probability of Default Rating and stable outlook are not affected. Proceeds from the $600 million refinancing will be used to repay $597 million of the existing backed senior secured first lien term loan B due 2025 and pay related transaction fees. The transaction is leverage neutral but Moody's views the transaction as credit positive as it extends the maturity profile. All ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. RATINGS RATIONALE Aragorn Parent Corporation's (dba OverDrive) credit profile reflects moderate operating scale, narrow product focus, and elevated financial leverage under private equity ownership. While the company serves a diverse client segment, public libraries account for over 80% of total revenue. Uncertainty around public libraries' funding levels and their ability to continue spending on digital content could weigh on operating performance. OverDrive benefits from its solid market position in global business-to-business digital content distribution, large customer network of public libraries and schools, and broad content catalog of ebooks, audiobooks, and videos from various distinct publishers and imprints. Pro forma for the proposed new debt, Moody's adjusted debt to cash EBITDA (adding back amortization of product development costs and deducting cash paid on product development costs) is 6.2x as of LTM June 2023. Moody's expects leverage to modestly decline to 6.1x by the end of 2023 and improve further to 5.6x in 2024 driven by growth in the education and corporation segments. Moody's expectation of revenue growth in the low-to-mid single digits over the next 12-18 months is supported by the continuing shift to digital content consumption. Moody's adjusted cash EBITDA margin of mid-17% is expected to bottom out following investments in the workforce, data governance and data analytics in 2023 and expand to low-18% in 2024 supported by growth in audiobooks and video formats with higher margins. Moody's expects OverDrive to maintain good liquidity over the next 12-18 months supported by a pro forma closing cash balance of $39 million as of June 2023, $20-$30 million in annual free cash flow and access to an undrawn $70 million revolving credit facility expiring in June 2028. These sources of cash will provide sufficient coverage for basic cash needs, including annual interest expense of $55-$60 million, capital investments including product development costs of $10-$13 million and working capital needs. Moody's does not expect OverDrive to draw on the revolver over the next 12-18 months given its cash flow generation. Post-refinancing, OverDrive's debt maturity profile will be well-positioned with its $70 million revolving facility to expire in June 2028, and $600 million first lien term loan B due December 2028. There are no financial covenants under the term loan, and the revolving credit facility has a springing net first lien leverage covenant when 40% of the revolver is drawn. The covenant is set wide, at 8.5x net first lien leverage with no step-downs, providing significant cushion. The B2 ratings on the proposed first lien senior secured credit facilities reflects the probability of default of the company, as reflected in the B2-PD Probability of Default Rating and an average expected family recovery rate of 50% at default given an all-bank debt structure with a springing financial covenant that is only applicable to the revolver. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of $62 million and 100% of consolidated EBITDA, plus unlimited amounts secured on a pari passu basis subject to first lien net leverage ratio of 5.30x. No portion of the incremental may be incurred with an earlier maturity than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. Unused capacity under the builder basket may be reallocated to incur debt. The proposed terms and the final terms of the credit agreement may be materially different. OverDrive's ESG Credit Impact Score of CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-3. While environmental and social risks are limited, governance risk is the main driver due to an acquisitive track record, a moderately aggressive financial strategy under its private equity sponsor ownership and limited independent members of the board. The stable rating outlook reflects Moody's view that OverDrive will expand revenue and EBITDA in the low-to-mid single digits over the next 12-18 months driven by its strong position within the digital media distribution business and steady demand for digital content. Moody's further expects the company to reduce its leverage primarily through EBITDA growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if OverDrive is able to diversify its client segments to mitigate the significant reliance on the public library end market and deliver consistent revenue and EBITDA growth resulting in Moody's adjusted debt to cash EBITDA sustained below 4.0x and free cash flow to debt above 10%. Also, the company would need to maintain a good liquidity position and exhibit prudent financial policies. The ratings could be downgraded if operating performance deteriorates materially resulting from market share erosion or a decrease in demand for digital content including ebooks and audiobooks such that debt to cash EBITDA is sustained above 6.0x. A shift to more aggressive financial policies including debt-funded acquisitions or a deterioration in liquidity could also pressure the ratings. OverDrive is a digital content distribution platform primarily used by public libraries, schools and corporations. The platform enables customers to provide ebooks, audiobooks, streaming video, magazines and other digital content to their patrons, students and employees through the company's applications, including Libby, Sora and Kanopy. Revenue was $547 million for the last twelve months ending June 2023. The company is majority-owned by affiliates of Kohlberg Kravis Roberts & Co LP (KKR). The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ARAGORN PARENT: S&P Rates New First-Lien Term Loan Facility 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Aragorn Parent Corp.'s (doing business as OverDrive) proposed $670 million first-lien term loan facility, which comprises a $600 million term loan B and a $70 million revolving credit facility. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery of principal in the event of a payment default. The company intends to use the proceeds from this issuance to refinance its existing debt. S&P said, "The stable outlook reflects our expectation that the increasing digital consumption of library content will support a mid-single-digit percent increase in OverDrive's organic revenue. As such, we expect the company's S&P Global Ratings-adjusted leverage will be in the low-5x area and its free operating cash flow to debt will be in the 8%-9% range as of the fiscal year ended Dec. 31, 2024." ARS INTERMEDIATE: S&P Alters Outlook to Neg., Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised the rating outlook to negative from stable on U.S.-based heating, ventilation, and air conditioning (HVAC) and plumbing service provider ARS Intermediate Holdings LLC (ARS), and affirmed its ratings on the company, including its 'B' issuer credit rating. The negative outlook reflects the risk of a downgrade within the next several quarters if leverage does not improve below 7x. The negative outlook reflects the possibility of a lower rating over the next 12 months if leverage remains at or exceeds 7x such that the company does not correct its cost base and restore its credit metrics. S&P Global Ratings-adjusted leverage increased to 7x as of Sept. 30, 2023, on a last-12-month (LTM) basis, compared to 5.3x last year. The significant change in leverage stems from the company's highly leveraged capital structure (as even slight changes to EBITDA can lead to outsized impacts on credit metrics) and the decision to pull forward technician recruiting earlier this year ahead of its seasonally strong summer season. This ultimately resulted in a mismatch between increased capacity and lack of HVAC demand and the company retaining too many salaried employees during a time in which there was abnormally mild weather across the U.S. and consequently muted HVAC service volumes. At its peak, technician headcount was up roughly mid-teens during fiscal 2023 compared to last year. While the company has already begun decreasing its staffing levels, S&P expects the associated cost-savings will be offset by the company's need to recruit and prepare for the upcoming 2024 summer season, assuming normalized weather conditions. Rebalancing headcount in between seasons will serve as a hurdle to significantly restoring key credit metrics within the next several months. Notably, the company's business model primarily revolves around installing, maintaining, and repairing HVAC systems for middle to upper middle income homeowners in the Southeast and West of the U.S. Specifically, these two markets combined represent a majority of the company's service centers, while HVAC sales have historically contributed to more than two-thirds of total revenue. S&P said, "As such, we believe a return to more normalized operating performance will remain highly dependent on favorable weather conditions, with current elevated leverage providing little headroom for operational missteps or below-average HVAC service volumes. We forecast leverage will be around 7x and 5.6x in 2023 and 2024, respectively. We believe the improvement in 2024 to well below 7x will primarily be driven by second-half performance and ongoing cost management and reduction relative to last year." ARS remains a good cash flow generator and leading player across its key markets. S&P said, "Despite the underperformance, we still forecast positive reported free operating cash flow (FOCF) of about $23 million and $29 million in fiscal 2023 and 2024, respectively. We believe this speaks to the company's nondiscretionary and recurring service-based business model that typically doesn't require deep spend on capital expenditure (capex). However, we note that our expectation for 2023 represents a negative 52% annual decline from reported FOCF generated last year, and we expect reported FOCF to remain depressed over the next 12 months relative to historical levels." The underlying business remains relatively healthy, as the company has largely maintained or gained share across its key markets. Smaller, local businesses continue to struggle with adapting to new federal energy efficiency standards implemented by the U.S. Department of Energy (DOE) earlier this year, and total sales have notably trended upward above $1.3 billion as of Sept. 30, 2023 on a LTM basis (the highest level of revenue in the company's history). Furthermore, there have been no material changes to the company's overall retail presence through its partnerships with The Home Depot and Lowe's, which both greatly contribute to total sales, new customer acquisition, and geographic reach. S&P continues to expect the company will grow these partnerships, with store count leaning more toward Lowe's over time. New and enhanced clean energy tax credits will take time for ARS to see material benefits given S&P's expectation for gradual consumer education and adoption of regulatory changes. Effective this year, the DOE increased the potential benefits that U.S. taxpayers can earn for making qualified energy-efficient improvements to their homes. In some cases, depending on the type of new equipment adopted, such as insulation materials or heat pumps, the maximum amount of tax credit that U.S. taxpayers can claim more than doubled from 2022. The company has yet to see material benefits from these changes given the expected lag in consumer education and adoption. S&P Said, "While we believe this creates a compelling opportunity for the company to market to lower-income households across its existing markets, widespread consumer awareness of these changes has yet to be seen. We think it will take time for the company to see material benefits from the enhanced tax credits, as it will have to continually promote and educate the improved tax benefits to new and existing customers." The negative outlook reflects the risk of a downgrade within the next several quarters if leverage does not improve below 7x. S&P could lower its rating on ARS if its leverage is sustained above 7x. This could occur if: -- The company's operating performance deteriorates due to unfavorable weather conditions in many of its markets or an inability to effectively manage costs in line with demand; -- Consumers defer spending on HVAC repairs and maintenance given intensifying macroeconomic pressures; -- It fails to maintain its relationship with The Home Depot or Lowe's, resulting in lower EBITDA from weaker new customer acquisition; or -- The company demonstrates a more aggressive financial policy by undertaking debt-financed acquisitions or dividends. S&P could revise the outlook to stable within the next 12 months if ARS successfully reduces and sustains leverage below 7x. This occur if the company significantly reduces its cost base, including staffing levels, such that profitability improves and returns to more historical levels. ASHFORD HOSPITALITY: Incurs $64.5MM Net Loss in 2023 3rd Quarter ---------------------------------------------------------------- Ashford Hospitality Trust, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $64.4 million on $343.0 million in total revenues for the three months ended September 30, 2023, compared to a net loss of $22.3 million on $328.1 million in total revenues for the same period in 2022. Ashford Hospitality Trust posted a net loss of $150.9 million on $1.047 billion in total revenues for the nine months ended September 30, 2023, compared to a net loss of $84.4 million on $923.4 million in total revenues for the same period in 2022. The Company's Third Quarter 2023 Financial Highlights include: * Comparable RevPAR for all hotels increased 4.0% to $131.67 during the quarter on a 2.2% increase in Comparable ADR and a 1.7% increase in Comparable Occupancy. * Net loss attributable to common stockholders was $(68.6) million or $(1.99) per diluted share for the quarter. * Adjusted EBITDA was $82.5 million for the quarter. * Adjusted funds from operations (AFFO) was $0.08 per diluted share for the quarter. * Comparable Hotel EBITDA was $97.7 million for the quarter, reflecting a growth rate of 3% over the prior year quarter. * The Company ended the quarter with cash and cash equivalents of $184.7 million and restricted cash of $157.9 million. The vast majority of the restricted cash is comprised of lender and manager held reserves. At the end of the quarter, there was also $24.1 million in due from third-party hotel managers, which is primarily the Company's cash held by one of its property managers and is also available to fund hotel operating costs. * Net working capital at the end of the quarter was $271.0 million. * Capex invested during the quarter was $31.5 million. Recent Operating Highlights of the Company for the quarter include: * During the quarter, the Company extended its KEYS Pool D loan and its KEYS Pool E loan. In the interest of protecting stockholder value and liquidity, the Company elected not to make the required paydowns to extend its KEYS Pool A loan, its KEYS Pool B loan and its KEYS Pool F loan. The Company is working with the servicer on a consensual transfer of these hotels to the lender and expects that to be completed during the fourth quarter. * During the quarter, the Company announced that its Crowne Plaza La Concha Hotel in Key West, Florida is on track to convert to a Marriott Autograph Collection property in 2024 at which time it will be rebranded to La Concha Key West, an Autograph Collection hotel. * During the quarter, the Company announced the sale of 79 owned units as well as the public space at the WorldQuest Resort in Orlando, Florida for $14.8 million ($187,000 per owned unit). * To date, the Company has issued approximately $77 million of its non-traded preferred stock. * Subsequent to quarter end, the Company announced that it entered into a new franchise agreement with Marriott International to convert its Le Pavillon Hotel in New Orleans, Louisiana to a Tribute Portfolio property. "During the third quarter, our portfolio delivered strong operating performance," commented Rob Hays, Ashford Trust's President and Chief Executive Officer. "We're extremely encouraged with the continued growth in both occupancy and ADR and believe that this solid performance reflects our high-quality, geographically diverse portfolio. Further, we're encouraged that the vast majority of our hotels are now out of their cash traps." Mr. Hays added, "The planned conversion of the Key West La Concha Hotel to an Autograph Collection property and the conversion of the Le Pavillon Hotel in New Orleans, Louisiana to a Tribute Portfolio property should elevate both properties into a more desirable niche in their very attractive markets. Looking ahead, our portfolio remains well-positioned to outperform. Additionally, from a capital structure and balance sheet perspective, we will continue to focus on paying off our corporate financing primarily through asset sales and raising capital through our non-traded preferred stock." On November 8, 2023, Ashford Hospitality Trust, Inc. held an earnings conference call for its third quarter ended September 30, 2023. The main themes for the call include: * Operating Performance: The company expressed satisfaction with strong operating performance and 4.0% RevPAR growth in Q3 2023. * Liquidity and Cash Position: Ended the quarter with approximately $271 million of net working capital and our non-traded preferred stock offering continues to ramp up nicely. * Debt Payoff Strategy: Focused on paying off corporate financing and have listed several assets for sale. "We believe proceeds from these potential asset sales along with the capital raised from our non-traded preferred stock offering may be sufficient to completely pay off our corporate financing during 2024," Mr. Hays said. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available https://tinyurl.com/24cmdu8c Additional details on the themes, as well as the Company's Financial Review and Asset Management, were discussed in the conference call. A full-text copy of the Company's conference call transcript filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/4medp9yj About Ashford Hospitality Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. As of September 30, 2023, the Trust had $3.7 billion in total assets against $3.9 billion in total liabilities. Egan-Jones Ratings Company on May 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. ATLAS LITHIUM: Antonis Palikrousis Reports 10.35% Equity Stake -------------------------------------------------------------- Antonis Palikrousis filed Amendment No. 1 to its Schedule 13G with the Securities and Exchange Commission to provide updated information on his ownership of Atlas Lithium Corporation's Common Stock. Palikrousis is reported to beneficially own an aggregate amount of 680,000 shares, which represents 10.35% of Atlas Lithium's common stock as of February 19, 2023. This filing follows the initial Schedule 13G dated January 30, 2023, wherein Palikrousis reported an aggregate amount of 640,000 shares, constituting 9.80% of Atlas Lithium's common stock. Antonis Palikrousis may be reached at: Antonis Palikrousis Flat 507, Sunlight Tower Amir Bin Yasir Street al Qasmiya Sharjah, United Arab Emirates About Atlas Lithium Atlas Lithium Corporations formerly Brazil Minerals, Inc. is focused on advancing and developing its 100%-owned hard-rock lithium project in Brazil's Lithium Valley, a well-known lithium district in the state of Minas Gerais. The Company's exploration mineral rights for lithium cover approximately 308 km2 and are located primarily in Brazil's Lithium Valley. In addition, Atlas Lithium has 100% ownership of mineral rights for other battery and critical metals including nickel (222 km2), rare earths (122 km2), titanium (89 km2), and graphite (56 km2). The Company also owns approximately 45% of Apollo Resources Corp. (private company; iron) and approximately 28% of Jupiter Gold Corp. (OTCQB: JUPGF) (gold and quartzite). Atlas Lithium has posted a net loss every year since 2018. The Company reported a net loss of $5.66 million in 2022, a net loss of $4.03 million in 2021, a net loss of $1.55 million in 2020, a net loss of $2.08 million in 2019, and a net loss of $1.85 million in 2018. It also declared a net loss of $13.86 million for the six months ended June 30, 2023. As of June 30, 2023, the Company had $28.13 million in total assets, $23.66 million in total liabilities, and $4.46 million in total stockholders' equity. Atlas Lithium said, "Our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources, the types of processing facilities we would need to install to obtain commercial-ready products, and the ability to attract talent to manage our different business activities. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern." BARRETTS MINERALS: Transfer of Chapter 11 Case to Montana Urged --------------------------------------------------------------- In the Chapter 11 case of Barretts Minerals Inc., the Future Claimants Representative for asbestos victims joined in the request of the Official Committee of Unsecured Creditors to move the venue of the Debtor's Chapter 11 case from Texas to Montana. "BMI made clear from the earliest testimony it offered to this Court that its case is about resolving talc claims and establishing a Sec. 524(g) trust. But the problem this case seeks to resolve (BMI's talc liability) does not emanate from Texas, and the people that BMI and its creditors will look to solve those problems (Pfizer and MTI/SMI) are not in Texas. Moreover, BMI has only the thinnest of connections to the Southern District of Texas, and those are only of recent vintage. The Southern District of Texas is neither convenient to accomplish what is proposed in BMI's restructuring nor the venue where the interests of justice favor resolution of BMI's liabilities (and the liabilities of other parties related to BMI). Thus, a transfer of venue is warranted," Sander L. Esserman, the legal representative for all persons that will assert future talc-related personal injury demands, said in Court filings. Barretts Minerals Inc. and its affiliates are opposing the transfer, explaining that the decision to file the Chapter 11 cases in the Southern District of Texas was the result of careful consideration of a number of factors, including the location of certain real property assets and operations in Texas (including BMI's Bay City, Texas operations, which it has continuously operated for nearly 25 years), the logistics of travel for the Debtors' executives and professionals, and the costs associated with filing in the Southern District of Texas compared to other jurisdictions for which the Debtors meet the criteria for venue set forth in 28 U.S.C. Sec. 1408. "The Committee does not dispute that the filing of the Debtors' cases in Houston satisfies the venue requirements of 28 U.S.C. Sec. 1408. Instead, the Committee seeks to delay the progress of these Chapter 11 Cases by painting a fanciful narrative about how the Debtors are the latest incarnation of LTL and are using the bankruptcy process for an improper purpose. They are not. The Debtors have limited assets and insufficient operating income to continue to defend against the nearly 600 talc-related claims that have been filed against BMI. No "Texas Two-Step" preceded these cases. The Debtors took appropriate steps in the months leading up to the filing to minimize disruption to their operations and maximize the likelihood that these cases would result in a fair and equitable outcome for all parties. The Committee contends that these actions justify the drastic remedy of transferring the Chapter 11 Cases to the District of Montana, citing inapposite or misleading and incomplete excerpts from case law for support. The Committee fails to carry the heavy burden required for such a transfer," BMI said. About Barretts Minerals Barretts Minerals Inc. current operations are focused on the mining, beneficiating, processing, and sale of industrial talc. BMI historically supplied a relatively minor percentage of its sales into cosmetic applications. BMI's talc is sold to distributors and third-party manufacturers for use in such parties' products, which are then incorporated into downstream products eventually sold to consumers. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90794) on Oct. 2, 2023. In the petition signed by David J. Gordon, chief restructuring officer, BMI disclosed up to $100 million in assets and up to $50 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Porter Hedges LLP and Latham& Watkins LLP as legal counsel, M3 Partners, LP as financial advisor, Jefferies LLC as investment banker, and Stretto, Inc., as claims, noticing, and solicitation agent and administrative advisor. BEATRICE HOLDINGS: Case Summary & One Unsecured Creditor -------------------------------------------------------- Debtor: Beatrice Holdings, LLC 91 Blunt Road North Egremont, MA 01252 Business Description: Beatrice Holdings owns nine parcels of land, including buildings/residences, located at 91 Blunt Road, Egremont, MA, valued at $12 million (based on Debtor's opinion). Chapter 11 Petition Date: November 27, 2023 Court: United States Bankruptcy Court District of Massachusetts Case No.: 23-30487 Debtor's Counsel: Louis S. Robin, Esq. LAW OFFICES OF LOUIS S. ROBIN 1200 Converse Street Longmeadow, MA 01106-1760 Tel: (413) 567-3131 Fax: (413) 565-3131 Email: louis.robin@prodigy.net Total Assets: $12,000,000 Total Liabilities: $2,445,000 The petition was signed by Diane B. Saxton as manager. The Debtor listed National Grid Electric, P.O. Box 11737 Newark, NJ, as its sole unsecured creditor. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DXCL7BY/Beatrice_Holdings_LLC__mabke-23-30487__0001.0.pdf?mcid=tGE4TAMA BLUE DOLPHIN: Posts $7.1 Million Net Income in Third Quarter ------------------------------------------------------------ Blue Dolphin Energy Company filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $7.06 million on $102.55 million of total revenue from operations for the three months ended Sept. 30, 2023, compared to net income of $6.45 million on $128.27 million of total revenue from operations for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported net income of $22.56 million on $288.09 million of total revenue from operations, compared to net income of $23.34 million on $375.07 million of total revenue from operations for the same period last year. As of Sept. 30, 2023, the Company had $102.04 million in total assets, $69.20 million in total liabilities, and $32.85 million in total stockholders' equity. Blue Dolphin stated, "Management determined that certain factors may present substantial doubt about our ability to continue as a going concern. These factors include significant current debt, which impacts our ability to meet debt covenants, and historical working capital deficits. Our consolidated financial statements assume we will continue as a going concern and do not include any adjustments that might result from this uncertainty. Our ability to continue as a going concern depends on sustained positive operating margins and adequate working capital for, amongst other requirements, purchasing crude oil and condensate and making payments on our long-term debt. If we are unable to process crude oil and condensate into sellable refined products or make required debt payments, we may consider other options, including selling assets, raising additional debt or equity capital, cutting costs, reducing cash requirements, restructuring debt obligations, filing bankruptcy, or ceasing operating." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/793306/000165495423014362/bdco_10q.htm About Blue Dolphin Headquartered in Houston, Texas, Blue Dolphin Energy Company -- http://www.blue-dolphin-energy.com-- is an independent downstream energy company operating in the Gulf Coast region of the United States. The Company's subsidiaries operate a light sweet-crude, 15,000-bpd crude distillation tower with approximately 1.2 million bbls of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin was formed in 1986 as a Delaware corporation and is traded on the OTCQX under the ticker symbol "BDCO." Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated April 3, 2023, citing that the Company is in default under secured and related party loan agreements and has a net working capital deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BMI MOTORS: Aaron Cohen Named Subchapter V Trustee -------------------------------------------------- The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., as Subchapter V trustee for BMI Motors, Inc. Mr. Cohen 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. Cohen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aaron R. Cohen, Esq. P.O. Box 4218 Jacksonville, FL 32201 Tel: (904) 389-7277 Email: aaron@arcohenlaw.com About BMI Motors BMI Motors, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04659) on Nov. 2, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Lori V. Vaughan oversees the case. Daniel A. Velasquez of Latham, Luna, Eden & Beaudine, LLP represents the Debtor as legal counsel. BON SHEN LING: Seeks to Hire Hunton Andrews Kurth as Legal Counsel ------------------------------------------------------------------ Bon Shen Ling, the Tibetan Bon Education Fund seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Hunton Andrews Kurth, LLP as its legal counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management of its assets; (b) advise and consult on the conduct of the Chapter 11 case; (c) attend meetings and negotiate with representatives of the creditors and other parties in interest; (d) take all necessary action to protect and preserve the Debtor's estate; (e) prepare legal papers; (f) negotiate, prepare and seek approval of a Chapter 11 plan and all documents related thereto; (g) represent the Debtor in connection with obtaining any potential post-petition financing; (h) appear before the bankruptcy court and any appellate courts; (i) provide non-bankruptcy services to the extent requested by the Debtor; (j) consult with the Debtor regarding tax matters; and (k) perform all other necessary legal services to the Debtor in connection with the Chapter 11 case. As of petition date, Hunton holds an advance payment retainer in the amount of $992. Hunton professionals and paraprofessionals agreed to be billed at a 20 percent discount from their standard hourly rates. The discounted hourly rates of the firm's counsel and staff are as follows: Robert A. Rich, Partner $750 Philip M. Guffy, Associate $704 James Tsimis, Associate $650 Constance Andonian, Senior Paralegal $350 In addition, the firm will seek reimbursement for expenses incurred. Robert Rich, Esq., a partner at Hunton, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert A. Rich, Esq. Hunton Andrews Kurth LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 309-1000 Email: rrich@huntonak.com About Bon Shen Ling the Tibetan Bon Education Fund Bon Shen Ling, the Tibetan Bon Education Fund is a nonprofit charity organization in Woodside, N.Y., dedicated to preserving and sharing Tibetan Bon cultural, spiritual, and healing wisdom and supporting the education of Tibetan refugee children. Bon Shen Ling filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-43985) on Oct. 31, 2023, with $1,211,828 in total assets and $674,300 in total liabilities. Beth Siegert, treasurer, signed the petition. Judge Nancy Hershey Lord oversees the case. Robert A. Rich, Esq., at Hunton Andrews Kurth, LLP serves as the Debtor's legal counsel. BOND EXPRESS: Seeks to Extend Plan Deadline to February 11, 2024 ---------------------------------------------------------------- Bond Express, Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York to extend its time period to file a plan of reorganization and disclosure statement from November 13, 2023 to February 11, 2024. The Debtor explained that it needs an additional time to complete negotiations with the U.S. Small Business Administration and thereafter to file a plan of reorganization and disclosure statement, offering treatment to the main and other remaining creditors of the estate. The Debtor stated that it has made an offer to the U.S. Small Business Administration and that it is currently working on the evaluation of its business assets to be provided for review to the U.S. Small Business Administration. Bond Express, Inc. is represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Bond Express Bond Express, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-42628) on Oct. 21, 2022, with as much as $1 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Law Offices of Alla Kachan, PC, and Wisdom Professional Services, Inc., serve as the Debtor's legal counsel and accountant, respectively. BORREGO COMMUNITY: Jan. 17 Hearing on Committee-Backed Plan ----------------------------------------------------------- Borrego Community Health Foundation and the Official Committee of Unsecured Creditors jointly propose a Combined Disclosure Statement and Chapter 11 Plan of Liquidation. The Plan proposes to pay or otherwise satisfy Allowed Administrative Claims, Allowed Secured Claims, Allowed General Unsecured Claims, and a portion of the Allowed DHCS Claim, in full on the Effective Date or as soon as practicably thereafter. The Plan creates Class A and Class B Liquidating Trust Interests and proposes to pay Allowed General Unsecured Claims and the Allowed DHCS Claim in accordance with the DHCS Settlement. The Plan also proposes the resolution of certain other Claims and the distribution of proceeds to Holders of Allowed Claims. Claims against the Debtor -- other than Unclassified Claims -- are classified in Section 9 and treated in accordance with Section 10 hereof. The Plan provides that (i) the Liquidating Trustee will administer the Class B Liquidating Trust Assets and continue the wind-down and liquidation of the Debtor after the Effective Date, and (ii) the Co-Liquidating Trustee will administer the Class A Liquidating Trust Assets to pay Holders of Allowed General Unsecured Claims. On Nov. 10, 2022, the Debtor filed a motion requesting entry of an order (i) authorizing the proposed sale of substantially all of the Debtor's assets, (ii) approving the form of the Asset Purchase Agreement (the "APA"), (iii) approving certain procedures governing the sale process (the "Bid Procedures"), and (iv) approving certain procedures governing assumption and rejection of Executory Agreements in connection with the sale. On December 19, 2022, the Bankruptcy Court entered an order approving the Bid Procedures. Following an auction, the Debtor on Feb. 15, 2023, the Debtor filed a notice that the Debtor had selected (i) DAP Health as the winning bidder, and (ii) Altamed Health Services Corporation as the back-up bidder. On March 13, 2023, the Bankruptcy Court entered an order granting the Sale Motion and approving the DAP Sale (the "Sale Order"). In connection with the DAP Sale, the Debtor and DAP Health entered into that certain Transition Services Agreement, wherein the parties agree to provide certain services and support after the Closing of the Sale pending the approval of the CHOW by CMS. Subsequent to approval of the CHOW, the Post-Effective Date Debtor will be dissolved wherein the Debtor provides certain services to DAP Health. On July 31, 2023, the Debtor filed the Notice of Occurrence of Closing of Sale to DAP Health, Inc, which informed the Bankruptcy Court and all parties in interest of the occurrence of the Closing Date. After the Effective Date and Closing of the Sale, the Post-Effective Date Debtor, will need to continue to operate until the CHOW submitted, pursuant to 42 C.F.R s 489.18, by the Debtor and DAP Health is approved by CMS, which will result in the transfer of the Debtor's Medicare Identification Number and Medicare Provider Agreement to DAP Health. After the Closing and Effective Date, DAP Health and the Post-Effective Date Debtor will operate pursuant to the Transition Services Agreement. This Plan will be funded from the following sources: (i) the Remaining Estate Funds; (ii) the Remaining Cash; (iii) Net Cash Proceeds; (iv) any refunds, deposits, or other monies owing to the Debtor which were not sold to DAP Health; (v) the Litigation Recoveries; (vi) any other monetary recoveries obtained by the Debtor prior to the Effective Date; and (vii) any other monetary recoveries obtained by the Liquidating Trustee after the Effective Date that do not constitute Purchased Assets. Under the Plan, Class 3 consists of the General Unsecured Claims against the Debtor. Each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the Class A Trust Beneficial Interests. Class 3 is Impaired. Class A Trust Beneficial Interests means the interests in the Liquidating Trust of the Holders of Allowed Claims in Class 3 and their concomitant entitlement to Distributions to be made by the Liquidating Trust on account of Allowed General Unsecured Claims from the Class A Liquidating Trust Assets. Important Dates and Deadlines: * Voting Record Date will be on Nov. 28, 2023. * Solicitation commences on Dec. 11, 2023. * Voting Objection Deadline will be on Dec. 22, 2023. * Deadline for Creditors to file Rule 3018 Motions will be on Dec. 22, 2023. * Deadline to respond to Voting Objection will be on Dec. 29, 2023. * Deadline for Debtor to respond to Rule 3018 Motions will be on Dec. 29, 2023. * Deadline to file Plan Supplement will be on Jan. 5, 2024. * Voting Deadline and deadline to submit the Release Opt-Out Election Form will be on Jan. 8, 2024, at 4:00 p.m., Pacific Time. * Combined Plan and Disclosure Statement Objection Deadline will be on Jan. 8, 2024, at 4:00 p.m., Pacific Time. * Deadline to file Confirmation Brief and other evidence supporting the Combined Plan and Disclosure Statement will be on Jan. 11, 2024. * Deadline to file Voting Tabulation Affidavit will be on Jan. 11, 2024. * Confirmation Hearing will be on Jan. 17, 2024, at 10:00 a.m. Attorneys for Chapter 11 Debtor: Samuel R. Maizel, Esq. Tania M. Moyron , Esq. Rebecca M. Wicks, Esq. DENTONS US LLP 601 South Figueroa St., Suite 2500 Los Angeles, CA 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 E-mail: samuel.maizel@dentons.com tania.moyron@dentons.com rebecca.wicks@dentons.com Attorneys to the Official Committee of Unsecured Creditors: Jeffrey N. Pomerantz, Esq. Steven W. Golden, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Fl. Los Angeles, CA 90067 Tel: (310) 227-6910 Fax: (310) 201-0760 E-mail: jpomerantz@pszjlaw.com sgolden@pszjlaw.com A copy of the Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated Nov. 22, 2023, is available at https://tinyurl.ph/JIUdr from PacerMonitor.com. About Borrego Community Health Foundation Borrego Community Health Foundation offers, among other services, comprehensive primary care, pediatric care, urgent care, behavioral health services, dental services, specialty care, transgender health, women's health, prenatal care, veteran's health, and chiropractic services. Borrego Community is a non-profit public charity, tax-exempt under section 501(c)(3) of the Internal Revenue Code. The Foundation, as of Sept. 12, 2022, had 24 brick and mortar sites including administrative sites, two pharmacies and six mobile units covering a service area consisting of a 250-mile corridor on the eastern side of San Diego and Riverside Counties, Calif. Borrego Community Health Foundation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 22-02384) on Sept. 12, 2022, with between $50 million and $100 million in both assets and liabilities. Isaac Lee, chief restructuring officer, signed the petition. Judge Laura S. Taylor oversees the case. The Debtor tapped Tania M. Moyron, Esq., at Dentons US, LLP as bankruptcy counsel and Hooper Lundy & Bookman, P.C. as special counsel. Kurtzman Carson Consultants, LLC is the Debtor's claims and noticing agent. Jacob Nathan Rubin, the patient care ombudsman appointed in the Debtor's case, tapped Levene Neale Bender Yoo & Golubchik, LLP as bankruptcy counsel and Dr. Tim Stacy DNP, ACNP-BC as consultant. On Sept. 26, 2022, the U.S. Trustee appointed an official unsecured creditors' committee in this Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP serves as the committee's counsel. BREAD FINANCIAL: Moody's Assigns Ba3 Issuer Rating, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service assigned first-time ratings to Bread Financial Holdings, Inc. (Bread), Comenity Bank and Comenity Capital Bank. Moody's assigned ba2 baseline credit assessments (BCAs) and adjusted BCAs to Comenity Bank and Comenity Capital Bank, along with Ba3 long-term issuer ratings, Baa3/Prime-3 long- and short-term deposit ratings, Ba2/Non-Prime long- and short-term counterparty risk ratings and Ba1(cr)/Non-Prime(cr) long- and short-term counterparty risk assessments. Moody's assigned a Ba3 long-term issuer rating to Bread Financial Holdings, Inc. Moody's also assigned stable outlooks to Bread's Ba3 issuer rating and Comenity Bank's and Comenity Capital Bank's Baa3 long-term deposit ratings and Ba3 long-term issuer ratings. RATINGS RATIONALE The ratings reflect Bread Financial's very profitable, but highly concentrated business in US credit cards, which also makes it vulnerable to economic cycles. The ratings also reflect Bread's undertaking of a multi-year effort to strengthen its consolidated financial planning and risk management with regards to capital, funding, interest-rate risk and liquidity. The ratings also reflect Moody's view that Bread faces high governance risks as the company works towards strengthening its capital, funding, and liquidity planning and operational and financial risk management following its shift to a more conservative financial strategy. Risks will remain high in the near term as management executes this strategy in the midst of a challenging operating environment for US banks. The stable outlook reflects Moody's view that Bread will continue to make progress on executing its more conservative financial strategy while maintaining solid capitalization, solid credit risk management and adequate liquidity. Bread's singular business line, consumer credit cards, is the sole source of its assets and revenue. In addition, Bread's business model relies on retail partnerships; however, Bread has a solid track record of renewing retail partners. Bread also faces higher asset risk than most rated US banks owing to its high unsecured exposure to US consumer credit making it highly vulnerable to economic cycles. While Bread has a multi-decade track record in credit card lending with demonstrated proactive portfolio management in recent years, its loan portfolio has a higher-than-typical portion nonprime credit risk. The bank's focus on the nonprime consumer and the payment hierarchy of its private label credit cards relative to general purpose, top of wallet cards, results in meaningfully higher charge-offs than rated credit card banks. Bread's profitability benefits from its high net interest margin (20.6% in Q3 2023) and strong efficiency (averaging 48-50%). However, given its exposure to consumer credit and its adoption of the current expected credit losses (CECL) accounting, its profitability can be highly volatile. Bread Financial has meaningfully improved its consolidated capitalization as management continues to execute its more conservative financial strategy, evidenced by its reported consolidated Common Equity Tier 1 (CET1) of 12.9% as of September 30, 2023, compared to 12.1% CET1 as of June 30, 2023. Its Moody's tangible common equity (Moody's TCE) as a percentage of risk weighted assets was 10.6% as of June 30, 2023. Moody's expects Bread's capitalization to remain solid despite seasonal volatility. Bread has reduced its level of market funding in recent periods as part of its funding plans, reducing parent company debt. Even so, it still has higher levels of market funding than rated bank peers. Bread has made meaningful progress in growing its retail deposit base. While its deposit costs are above peers, it is able to easily absorb higher interest costs given the high yield on its credit card assets. However, it does rely on a sizeable portion of sweep deposit accounts for funding which can be more credit sensitive than granular, retail, insured deposits. Positively, Bread holds a high level of cash on its balance sheet and has minimal securities, which limits its exposure to unrealized losses. However, a sizeable portion of Bread's credit card loans are securitized, and therefore encumbered, limiting the company's access to contingent liquidity. This is a driver of Moody's view that Bread's liquidity profile is weaker than typical rated US bank peers. Bread has embarked on a multi-year effort to reduce parent debt, grow a sustainable deposit base and build robust consolidated capital, funding and liquidity planning policies and risk management frameworks. However, these efforts have not yet fully matured and, as such, there remain higher capital, funding and liquidity risks in the near-term as Bread executes on its plans. Furthermore, the parent company, Bread Financial Holdings, Inc., is not a regulated bank holding company, which means it is not subject to a second layer of bank regulatory requirements and oversight. While its current efforts are moving it towards "banking holding company like," these efforts are optional and not subject to regulatory exams or reviews. Evidence of sustained, mature consolidated capital, funding and liquidity planning policies and risk management frameworks would be credit positive. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward rating pressure would emerge from a sustained improvement in capitalization (maintaining Moody's TCE % Risk-Weighted Assets (RWA) above 12.5%), continued reduction in reliance on market funding and non-core deposits, or an increase in balance sheet liquidity or available contingent liquidity. Over time, evidence of more mature, sustainable consolidated capital, funding, interest rate risk and liquidity planning and risk management practices would also drive upward rating pressure. Downward rating pressure would emerge from: a sustained decline in consolidated capitalization (Moody's TCE % RWA below 10%), weakened profitability from substantially higher credit costs, deterioration in funding, an inability to navigate regulatory/legislative changes, bankruptcies and/or non-renewals of one or more of Bread's largest retail partners without adequate replacement, or if planned improvements in its consolidated capital, funding, interest rate risk and liquidity planning and risk management practices do not come to fruition. The principal methodology used in these ratings was Banks Methodology published in July 2021. BREAD FINANCIAL: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' long-term issuer credit rating to Bread Financial Holdings Inc. The outlook is stable. S&P said, "Our rating on Columbus, Ohio-based Bread Financial balances its niche market position as a leading private-label credit card lender and its growing capital ratios against its limited market shares, exposure to nonprime customers, and reliance on wholesale funding. Our stand-alone credit profile (SACP) is 'bb+', which reflects our view of the creditworthiness of Bread's bank subsidiaries--Comenity Bank (chartered in Delaware) and Comenity Capital Bank (chartered in Utah). We rate Bread, the nonoperating holding company, two notches below the speculative-grade SACP based on structural subordination. "In our view, Bread has a limited but stable market share in the U.S. credit card industry, with a narrow focus primarily on private-label lending and a short record following its business transformation." With about $22 billion in assets, Bread has an almost 2% market share of U.S. credit card lending. But it's a more prominent player in private-label, where it has a long history of managing retailer relationships and winning partnerships from larger competitors. Although most of its loan book is associated with private-label cards, the company has sound diversification among partners and industries, including companies in specialty apparel, health and beauty, and travel and entertainment. In addition, Bread intends to continue growing its co-branded and proprietary card lending, which S&P views positively, especially given the greater utility and customer-acquisition opportunities associated with these cards. Bread launched its proprietary cash-back general-purpose card in 2022, in partnership with American Express, giving cardholders access to a fuller suite of benefits. Although improving, Bread's financial and operational risk management has, in S&P's view, been more aggressive than peers. Given weaker historical governance and business practices, the company has been undergoing a significant business transformation over the last three years under new management (mostly replaced over 2020-2022). It reported various restructuring charges associated with portfolio sales, investment in technological capabilities, and business dispositions (including the spin-off of its LoyaltyOne segment in 2021), resulting in earnings volatility. Positively, Bread remains focused on strengthening its balance sheet and implementing more rigorous governance and risk management policies to operate more consistently with bank holding company regulatory standards. Currently, Bread's two subsidiary banks are regulated by the Federal Deposit Insurance Corp. and state agencies. The top-level entity is not a bank holding company, so there is no Federal Reserve oversight. S&P views positively the company's strategy of moderate shareholder payouts and controlled new business growth (through tightened underwriting and credit line management) to build capital. S&P expects its risk-adjusted capital ratio (RAC) will increase to 5%-7% in the next 12-24 months, in line with card-focused rated peers. Bread has good regulatory risk-based capital ratios and relatively robust earnings power, in S&P's assessment. As of Sept. 30, 2023, Bread's regulatory ratios were in line with its most direct peers, including a common equity Tier 1 (CET1) ratio of 12.9%. (The CET1 ratios at Comenity Bank and Comenity Capital Bank were 20.3% and 18.5%, respectively.) Additionally, its leverage-based capital ratios were adequate, including a tangible common equity (TCE)-to-tangible assets ratio of 10.0%. Bread's peer-leading ratio of TCE plus reserves for loan losses, as a percentage of tangible assets of about 20%, also supports our capital assessment. Bread's profitability metrics have fluctuated in recent years, primarily because of its business transformation. However, earnings quality is improving, and third-quarter 2023 earnings were relatively strong, partly because of its high asset yields (return on average assets of 3.2% and return on average equity of 24.8% as of Sept. 30, 2023). At the same time, S&P expects Bread will continue to benefit from an above-peer net interest margin (19.4% for the nine months ended Sept. 30, 2023), which supports its earnings capacity, despite historical volatility and low revenue diversification. Noninterest income represents a limited proportion of revenue like other card peers. S&P expects a proposed change to the allowable level of late fees, if enacted, would hurt Bread's revenue proportionally more than most peers. Although, S&P expects management would pursue actions to lessen the impact over time. Bread's concentration in unsecured consumer credit, primarily through its private-label credit card channel, and subprime borrowers leads to weaker asset quality. S&P's view of Bread's risk position primarily reflects its worse-than-peer credit metrics with net charge-offs and delinquency rates reaching 6.9% and 6.3%, respectively, as of Sept. 30, 2023. This is driven by the company's heightened sensitivity to consumer pressures. Over 40% of its borrowers are subprime (VantageScore less than 660) and, therefore, tend to be less resilient against economic headwinds. S&P expects this to remain a business challenge given the economic slowdown, especially in Bread's targeted subprime consumer segment. Management expects losses to remain elevated above mid-7% in 2024, exceeding its historical average of around 6%. As a partial offset to Bread's higher credit risk portfolio, the company has above-peer reserve coverage at 12.3%. In addition, Bread has loss-sharing arrangements as part of its retailer share agreements, which act as a partial mitigant and are a standard feature of private-label credit cards. S&P said, "We view negatively the operational disruption during the system conversion and its impact on credit quality and earnings. Losses were elevated in the first half of 2023, reaching 8.0% as of midyear, before declining in the third quarter. This rise was a result of a technical disruption during its system conversion in 2022 that prevented consumers from making payments, resulting in remediation costs for both customers and retailers affected. We view this operational issue as a negative since it contributed to a loss rate well in excess of peers. "We view Bread's funding as constrained by its above-peer reliance on wholesale funding and brokered deposits, as well as elevated double leverage. Bread has historically relied on wholesale borrowings at its holding company to fund its operations, including non-core acquisitions and share repurchases. Under new management, the company is working to change its capital structure by reducing parent company debt and increasing deposit funding. Nonetheless, we think Bread remains more reliant on alternative sources of funding than peers, with about one-quarter of its funding consisting of wholesale borrowings. "Bread also relies heavily on brokered channels to source over half of deposits. While the company expects to continue growing its direct-to-consumer deposits, a more stable, lower-cost source of funding, it trails peers considerably, at only about 35% of its funding base. Bread predominantly sources deposits online, which we view as a relative weakness because of its higher price sensitivity and lack of cross-product relationships." Despite the company's significant progress on reducing parent debt from high levels stemming from its legacy business, Bread maintains high double leverage, compared with peers, of 127%. S&P said, "We view liquidity as in line with peers. The ratio of cash and marketable securities to total assets was about 17% as of Sept. 30, 2023. High levels of liquid cash supplement the relatively small size of its available-for-sale investment securities portfolio. In addition, the company has multiple contingent liquidity sources, including access to the Federal Reserve discount window at the bank level. Throughout its history, Bread and its predecessor organization have periodically accessed the asset-backed securities market, which we view favorably. "The stable outlook reflects our expectation that Bread will maintain its long-standing card partnerships while building capital, expanding direct retail deposits, and reducing double leverage over the next year. We also think that the company's capital levels and reserve buffer will be enough to absorb potential future credit losses. "We could lower the ratings in the next 12 months if Bread's credit quality deteriorates more than we currently anticipate, impeding its ability to build capital, or if regulatory capital ratios decline below consumer finance peers. We could also downgrade Bread if its risk-adjusted earnings materially worsen (as measured by the ratio of net income to risk-weighted assets). We could also lower the rating if there are further operational risk events, or if Bread is not able to adjust its operations to accommodate proposed regulatory changes. "We are unlikely to raise the ratings over the next 12 months. We could consider an upgrade if Bread demonstrates a longer record of more prudent financial and operational management, including delivering more stable profitability and credit performance consistent with higher-rated peers. We would also look for it to increase direct-to-consumer deposits and reduce double leverage." Over the longer term S&P would consider raising the ratings if management successfully executes its balanced growth strategy, strengthening its business and market share. Bread improving asset quality and reducing the proportion of brokered deposits and wholesale funding as a percent of total funding would also be key. Environmental, social, and governance credit factors are slightly more pronounced for Bread than the average U.S. diversified commercial bank. S&P believes it has somewhat elevated social risks from its significant credit card lending operations, which serve a high proportion of nonprime borrowers. As a result, it faces heightened compliance, reputational, and regulatory risks. Direct and indirect environmental risks are low, given its lack of a branch footprint and commercial lending. BRISTOL SPRINGS: Taps Flanigan Legal, Sheehan as Special Counsel ---------------------------------------------------------------- Bristol Springs Custom Homes, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Virginia to hire Flanigan Legal, PLLC and Sheehan & Associates, PLLC as its special counsel. The firms will assist the Debtor in prosecuting a case against, at least, Colony Insurance Co., and Argo Insurance Group concerning the breach of an insurance contract; statutory and common law bad faith claims, unfair settlement practices, damages under the suit captioned as Hayseeds v. State Farm Fire & Casualty, 177 W.Va. 323, 352 S.E.2d 73 (1986), a and patterned violations of the Unfair Trade Practices Act which rise to the level of a general business practice. Martin Sheehan, a member of Sheehan & Associates, and George Sidiropolis, a member of Flanigan Legal, disclosed in court filings that the firms are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached through: Martin Sheehan, Esq. Sheehan & Associates, PLLC 1140 Main St., Suite 333 Wheeling, WV 26003 Phone: (304) 232-1064 - and - George N. Sidiropolis, Esq. Flanigan Legal, PLLC 1140 Main St., 4th Floor Wheeling, WV 26003 Phone: (304) 233-7766 About Bristol Springs Custom Homes Bristol Springs Custom Homes, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00537) on November 6, 2023, listing under $1 million in both assets and liabilities. Judge David L Bissett presides over the case. Aaron C. Amore, Esq. at Amore Law, PLLC represents the Debtor as counsel. BW HAMPTON: Unsecureds Owed $34K Will be Paid in Full in Plan ------------------------------------------------------------- The BW Hampton Group, Inc., submitted a First Amended Disclosure Statement and Chapter 11 Plan of Reorganization, dated September 30, 2023. In June of 2013, the Debtor purchased a commercial property located at 1210 - 1212 S. Brand Blvd, Glendale, California 91202 (APN 5640-013-004)(the "Property"). The Debtor's other assets are $235,802.91 in rental income receivable and, as of the date of filing this DS, $56,674.16 in cash in its DIP Accounts. The Debtor has leased the Property to Asian Journal Publications, Inc. and Asian Journal occupies the entire building. Asian Journal is owned by Corazon and Roger Oriel, who also own the Debtor. Therefore, Asian Journal is an affiliate/insider of the Debtor. The Debtor proposes to fund the Plan by selling the Property. The Debtor obtained an order authorizing it to employ NAI Capital Commercial, Inc. ("NAI" or "Broker") as its real estate broker. The Debtor employed NAI. After NAI listed the Property for sale for $3,750,000 and aggressively marketed the Property, the Debtor received 3 offers from prospective buyers. The Debtor selected the highest and best offer among them and on Nov. 13, 2023, the Debtor entered into a standard offer, agreement and escrow instructions for purchase of real estate (the "Agreement") to sell the Property to Dr. Sarkis Mesrobian and/or Assignee (the "Proposed Buyer") for the sum of $3,200,000. Pursuant to the Agreement, the Proposed Buyer paid a $96,000 earnest money deposit into escrow. The Agreement is subject to Bankruptcy Court approval and, in order to maximize value to the Debtor's bankruptcy estate, overbids. The Debtor intends to file a motion for an order approving the sale of the Property and overbid procedures. If approved by the Bankruptcy Court, the proposed sale of the Property is expected to close on or about Jan. 13, 2023. Upon conclusion of the sale, and subject to an order of the Bankruptcy Court approving the sale, the net proceeds of the sale will be used to fund the Plan to pay off all allowed claims and the administrative expenses of the bankruptcy estate on the Effective Date. In order to prevent additional interest and fees from accruing, the Debtor proposes that the secured claims of Allstar and the LA County Treasurer and Tax Collector will be paid in the full amount of the allowed claims through escrow at the closing of the sale. The Debtor also proposes to pay a real estate commission equal to 5% of the sales price of the Property to NAI and closing costs (which may include such costs as the Bankruptcy Estate's share of escrow charges, recording fees, documentary transfer taxes and other normal and customary pro-rations, costs and charges) in full through escrow, pursuant to an order of the Bankruptcy Court granting the sale of the Property. Listed below are the sources of money earmarked to pay creditors and interest-holders. (a) The proceeds from the sale of the Property and future earnings from continued operation of the Debtor, if the Debtor does not shut down after a sale. (b) Debtor's cash in its accounts from rental income operations as of the Effective Date. Most likely, general unsecured creditors can expect payment on: a. On the Effective Date, b. In the full amount of their allowed claims (estimated to be $33,777.03). Under the Plan, Class 3 General Unsecured Claims total $ 33,777.03 and will be paid in full. The source of consideration is from the proceeds from Sale of the Property and cash in Debtor's bank account. Class 3 is impaired. The Plan proposes to fund the payments to creditors with the proceeds of the sale of the Property to the Proposed Buyer for $3,200,000. The Proposed Buyer has already paid a $96,000 earnest money deposit into escrow towards the sale. The anticipated sale, which is subject to Bankruptcy Court approval and overbids, is expected to close escrow on or about January 13, 2023. The Debtor will file a motion for an order approving the sale and overbid procedures. If one or more overbids are received, the Debtor will select a back-up bidder in case the Debtor and the successful overbidder are unable to close the escrow. If there are no overbidders, and the Debtor and Proposed Buyer are unable to close escrow, the Debtor will seek to sell the Property to one of the prior offerors or a new prospective buyer. Attorneys for debtor The BW Hampton Group, Inc.: Laura J. Portillo, Esq. Kevin C. Ronk, Esq. PORTILLO RONK LEGAL TEAM 5716 Corsa Ave, Suite 207 Westlake Village, CA 91362 Tel: (805) 203-6123 Fax: (805) 830-1717 E-mail: Attorneys@portilloronk.com A copy of the Disclosure Statement dated Nov. 22, 2023, is available at https://tinyurl.ph/rTtGd from PacerMonitor.com. About BW Hampton Group The BW Hampton Group, Inc., a company in Glendale, Calif., filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-13518) on June 7, 2023, with $1 million to $10 million in both assets and liabilities. Judge Sandra R. Klein oversees the case. Laura Portillo, Esq., at Portillo Ronk Legal Team, serves as the Debtor's bankruptcy counsel. C.W. KELLER: Seeks to Tap Keith Lowey as Chief Liquidation Officer ------------------------------------------------------------------ C.W. Keller & Associates, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Keith D. Lowey and the firm of Verdolino & Lowey, P.C., as its interim chief liquidation officer. The Debtor has completed its sale of the certain of the assets of the company. Mr. Lowey and his firm to oversee the administration and liquidation of the remaining assets excluded from the sale as well as for any oversight pertaining to the collection and accounting of the receipts of such funds. Mr. Lowey will receive $25,000 as fees as chief liquidation officer. Mr. Lowey, principal at Verdolino & Lowey, disclosed in the court filings that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Keith D. Lowey, CPA Verdolino & Lowey, P.C. 124 Washington Street Foxboro, MA 02035 Phone: (508) 543-1720 Email: klowey@vlpc.com About C.W. Keller & Associates, LLC C.W. Keller & Associates, LLC is a fabrication and design engineering firm in Newburyport, Mass., specializing in custom millwork, composites and concrete form systems. C.W. Keller & Associates and C.W. Keller Holding Company, Inc. filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23-11357) on Aug. 24, 2023. At the time of the filing, C.W. Keller & Associates reported $1 million to $10 million in assets and $10 million to $50 million in liabilities while C.W. Keller Holding Company, Inc. reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Christopher J. Panos oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP, represents the Debtors as legal counsel. CACTUS LAND: Seeks to Hire Fisher Auction Company as Auctioneer --------------------------------------------------------------- Cactus Land Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Fisher Auction Company as its broker/auctioneer. The broker will handle marketing and sale of the real property of Debtor. 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 Cactus Land Holdings Cactus Land Holdings, Inc. is a resident-owned manufactured home community in Florida. The Debtor filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-19135) on Nov. 6, 2023, with $4,478,161 in assets and $1,887,404 in liabilities. Jack "Jay" Rust, Jr., president, signed the petition. Judge Peter D. Russin oversees the case. Matthew S. Kish, Esq., at Shapiro Blasi Wasserman & Hermann PA, represents the Debtor as legal counsel. CACTUS LAND: Seeks to Hire Trustee Realty as Real Estate Agent -------------------------------------------------------------- Cactus Land Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Trustee Realty, Inc. as its real estate agent. The firm will handle the marketing and sale of the real property of Debtor. As disclosed in court filings, Trustee Realty is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jason A. Welt Trustee Realty Inc. 2200 N Commerce Pkwy #200 Weston, FL 33326 Phone: (954) 803-0790 Email: jw@jweltpa.com About Cactus Land Holdings Cactus Land Holdings, Inc. is a resident-owned manufactured home community in Florida. The Debtor filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-19135) on Nov. 6, 2023, with $4,478,161 in assets and $1,887,404 in liabilities. Jack "Jay" Rust, Jr., president, signed the petition. Judge Peter D. Russin oversees the case. Matthew S. Kish, Esq., at Shapiro Blasi Wasserman & Hermann PA, represents the Debtor as legal counsel. CAIDLAKE TRANSPORT: Gets OK to Hire Robbie Cline as Manager ----------------------------------------------------------- Caidlake Transport, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Robbie Cline as manager. The services to be provided are: (1) day-to-day supervision of the operation of the business, purchasing supplies, responsibility for payroll; (2) responsibility for payment of operating expenses; (3) food and maintenance. Robbie Cline seeks compensation at the rate of $8,000 per month. The professional can be reached at: Robbie Cline Caidlake Transport Inc. 19 Brookeview Manor Drive Chapmanville, WV 25508 Telephone: (304) 688-2528 About Caidlake Transport Caidlake Transport, Inc., a company in Chapmanville, W.Va., filed Chapter 11 petition (Bankr. S.D. W.Va. Case No. 23-20198) on Nov. 14, 2023, with $1 million to $10 million in assets and $500,001 to $1 million in liabilities. Robbie Cline, president, signed the petition. Judge B. McKay Mignault oversees the case. The Debtor tapped Joseph W. Caldwell, Esq., at Caldwell & Riffee as its legal counsel. CANO HEALTH: D.E. Shaw Discloses 5.2% Equity Stake -------------------------------------------------- David E. Shaw filed with the Securities and Exchange Commission a Schedule 13D to report information on his ownership of Cano Health, Inc.'s common stock. David E. Shaw and affiliated entities are reported to beneficially own an aggregate amount of 149,579 shares, which represents 5.2% of Cano Health, Inc.'s common stock. David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., the general partner of D. E. Shaw & Co., L.P., which manages D. E. Shaw Adviser II, L.L.C., the investment adviser of D. E. Shaw Galvanic Portfolios, L.L.C., and as President and sole shareholder of D. E. Shaw & Co. II, Inc., which oversees D. E. Shaw & Co., L.L.C., the managing member of D. E. Shaw Manager II, L.L.C., the manager of D. E. Shaw Galvanic Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 149,579 shares as described constituting 5.2% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 149,579 shares. David Shaw may be reached at: David Shaw D. E. Shaw & Co., Inc. 1166 Avenue of the Americas, 9th Floor New York, NY 10036 A full-text copy of the Schedule 13D is available at https://tinyurl.com/3xvmp858 About Cano Health Cano Health, Inc. (NYSE: CANO) — https://www.canohealth.com/ — is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. Cano Health announced that on Sept. 5, 2023, it was notified by NYSE Regulation Inc. that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing stock price of a share of the Company's Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period. As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing, debt restructuring, or missed interest payment." CANO HEALTH: Says Net Loss Widens to $491 Million in Q3 2023 ------------------------------------------------------------ Cano Health, Inc. has released its financial results for the fiscal quarter ended September 30, 2023. Third Quarter 2023 Financial Results include: * Total membership of 312,151 including 195,885 Medicare capitated members, an increase of 6% and 16% year-over-year, respectively, which amounts exclude membership related to the September 2023 sale of substantially all of our assets in Texas and Nevada * Total revenue of $788.1 million, compared to $665.0 million in the prior year, an increase of 19% year-over-year * Net loss of $(491.7) million, compared to a net loss of $(112.0) million in the prior year, primarily driven by a non-cash goodwill impairment of $(354.0) million and unfavorable operating results, primarily due to higher third-party medical costs * Adjusted EBITDA1 of $(66.1) million, compared to $18.2 million in the prior year In the third quarter of 2023, capitated revenue of $770.3 million increased 23% year-over-year. Capitated revenue per member per month, or PMPM, increased 7% year-over-year, primarily driven by higher Medicare revenue PMPM and a change in membership mix. The medical cost ratio, or MCR2, was 91.8% in the third quarter of 2023 compared to 78.2% in the third quarter of 2022, primarily driven by higher third-party medical costs in the third quarter of 2023, due to higher utilization and higher costs associated with supplemental health plan benefits (e.g., over-the-counter flex cards and healthy food cards), compared to lower third-party medical costs in the third quarter of 2022, which included a reduction in third-party medical costs due to claims assigned to a third-party. Similar to the second quarter of 2023, the higher utilization of the health plans' supplemental benefits occurred across nearly all our health plan partners and was significantly higher than the prior year. Medical Cost Ratio is calculated as third-party medical expense divided by capitated revenue. Adjusted EBITDA of $(66.1) million in the third quarter of 2023 was $(84.3) million lower than the third quarter of 2022, primarily driven by the higher third-party medical costs, as referred to above. "Cano Health is continuing to evaluate strategic interest in the Company while working every day to provide quality care for our patients," said Mark Kent, Cano Health's Chief Executive Officer. "As of today, we have completed the sale of our Texas and Nevada assets and have exited our California, New Mexico, and Illinois markets. Meanwhile, we remain on track to exit our operations in Puerto Rico by the beginning of 2024. These actions are designed to position us to focus on and optimize our core Florida Medicare Advantage and ACO REACH assets. In addition to successfully executing our strategy to refocus our business on Florida, we have made solid tactical progress. We are improving patient engagement, restructuring contractual arrangements with payor and specialty networks, and terminating underperforming affiliate partnerships. We expect these actions to improve the efficiency and quality of care delivery, ultimately improving health outcomes and our financial performance." The Company provided updates on its Strategic Actions, Liquidity & Capital Management, and 2023 Outlook. 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/ye22hjtu About Cano Health Cano Health, Inc. (NYSE: CANO) -- https://www.canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. Cano Health announced that on Sept. 5, 2023, it was notified by NYSE Regulation Inc. that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing stock price of a share of the Company's Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing, debt restructuring, or missed interest payment." CERTENEJAS INCORPORADO: March 14 Hearing on Disclosure Statement ---------------------------------------------------------------- Judge Enrique S. Lamoutte will convene a hearing to consider approval of disclosure statement of Certenejas Incorporado on March 14, 2024 at 10:00 AM to consider and rule upon the adequacy of the disclosure statement and the information contained therein, to consider objections to the disclosure statement, and such other matters as may properly come before the court. Objections to the form and content of the disclosure statement should be in writing and file and served not less than 14 days prior to the hearing. About Certenejas Incorporado Certenejas Incorporado, doing business as Hotel Flor Del Valle, is the fee simple owner of a land with commercial building known as "Motel Flor Del Valle." The property is located in Cidra, P.R., and is valued at $3.15 million. Certenejas Incorporado filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01438) on May 12, 2023, with $4,412,900 in assets and $10,114,333 in liabilities. Luis J. Meaux Vazquez, president, signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. Charles A. Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices and CPA Luis R. Carrasquillo & Co., P.S.C., serve as the Debtor's legal counsel and financial advisor, respectively. CHARTER COMMUNICATIONS: Moody's Rates New 1st Lien Term Loan 'Ba1' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to the senior secured first lien term loan B4 bank credit facility to be issued at Charter Communications, Inc.'s (Charter or the Company) wholly owned subsidiary Charter Communications Operating, LLC (CCO or the company). Charter's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and all instrument ratings are unaffected by the proposed transaction. The stable outlook and SGL-1 Speculative Grade Liquidity are unchanged. Moody's expects Charter to use the net proceeds from the financing principally to repay the outstanding B1 term loan due April 2025. Moody's expects the transaction to be credit neutral. Interest costs could be slightly higher on the new facility but the maturity profile is improved. The transaction will also be essentially leverage neutral (net of repayment), will not materially change the credit profile or the proportional mix of secured and unsecured debt, or the resultant creditor claim priorities in the capital structure. The terms and conditions of the newly issued obligation are expected to be materially the same as existing obligations of the same class. RATINGS RATIONALE Charter's credit profile is supported by its substantial scale and share of the cable industry and superior, high-speed network. Charter is the second largest cable company in the United States, with a large mix of very high-margin broadband wireline internet customers. Secular demand supports revenue stability, providing an operating hedge to declines in video and wireline voice services. Additionally, government subsidized new builds in unserved or underserved markets and scaling mobile services also provide support. The business model is also highly predictable, with a diversified footprint and customer base and a largely recurring revenue model with monthly subscriptions. The credit profile is constrained by governance risk as reflected in the G-4 Issuer Profile Score and CIS-4 Credit Impact score. Financial strategy and risk management policies target net leverage of 4.0-4.5x (translating to approximately 4.7x Moody's adjusted gross debt to EBITDA at Q3 LTM), which has become a relatively higher risk than in recent past given the now unfavorable macro environment (e.g. higher interest and inflation) and more intense competitive dynamics across portions of its footprint. Additionally, free cash flow which has declined due to expanding capital expenditures, continues to be used principally for share repurchases. There is also meaningful ownership concentration. Capital intensity is currently elevated (at least 20% of revenue) to evolve and expand the network in response to competitive pressures and good investment opportunities to serve rural America. This spending is temporarily constraining free cash flow and related coverage metrics. The Company generally sizes debt issuance to maintain pace with EBITDA growth, driving already high absolute debt levels ever higher (to over $100 billion over the next 12-18 months). As a result, and due to diminished internal liquidity as well as a slower cadence of refinancings over the last several years, Charter faces increasingly higher debt maturities over the next several years. The Company will become increasingly dependent on access to the capital markets to roll its obligations. Charter is also challenged by, and exposed to, significant and persistent unfavorable secular trends and pressure in its wireline voice and video services, evidenced by the high, sustained, and accelerating loss of customers due to competition and changes in media consumption. Moody's also views broadband wireless technology as a potential threat to a portion of the Company's wireline broadband business over the medium term. The recent decline in broadband subscriber growth is evidence of this risk. To manage the risk, and participate in the opportunity, Charter is ramping its own wireless services. While the wireless service has experienced rapid line and revenue growth, and is now profitable (before customer acquisition costs, primarily marketing and sales), it is currently producing negative FCF and Moody's expects the run-rate economics (at scale) will be less profitable than wireline cable and voice. Liquidity is very good (SGL-1) supported by free cash flow, more than half of its $5.5 billion revolving credit facility available (at September 30, 2023), and ample headroom under maintenance covenants. Moody's believes alternate liquidity is constrained by a partially secured capital structure. Moody's rates the senior secured first lien bank credit facilities and senior secured first lien notes at Charter Communications Operating, LLC, Time Warner Cable LLC, and Time Warner Cable Enterprises LLC Ba1 (LGD3), one notch above the Ba2 CFR. Secured lenders benefit from junior capital provided by the senior unsecured notes issued at CCO Holdings, LLC and CCO Holdings Capital Corp. (which have no guarantees), the most junior claims and rated B1 (LGD5), with contractual and structural subordination to the secured obligations. Instrument ratings reflect the Ba2-PD Probability of Default Rating with a mix of secured and unsecured debt, which Moody's expect will result in an average rate of recovery of approximately 50% in a distressed scenario. The stable outlook reflects Moody's expectation that debt will rise to over $100 billion, and revenues and EBITDA will rise to more than $56-$57 billion and $22-$23 billion, respectively over 2024 and 2025. During this period Moody's project EBITDA margins will rise to over 40%, producing FCF ranging between $3.0 to $4.5 billion. Key assumptions include capex to revenue of up to low 20%, and borrowing costs rising up to mid 5%. Moody's expect video and voice customer losses to accelerate from mid to high single digit percent, offset but growth in internet customers by at least very low single digit percent and rising prices. Moody's expect leverage to remain near at or slightly inside Moody's 4.75x tolerance, and free cash flow to debt to range in the low to mid single digit percent range. Moody's expect liquidity to remain very good. Note: all figures are Moody's adjusted, over the next 12-18 months unless otherwise noted. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could consider an upgrade if: -- Leverage (Moody's adjusted debt/EBITDA) is sustained below 4.25x, and -- Free cash flow-to-debt (Moody's adjusted) is sustained above 7.5% An upgrade would also be conditional assuming no material, unfavorable, sustained changes in financial policy, operating performance, the business model or liquidity. Moody's could consider a downgrade if: -- Leverage (Moody's adjusted debt/EBITDA) is sustained above 4.75x, or -- Free cash flow-to-debt (Moody's adjusted) is sustained below 5.0% Moody's could also consider a negative rating action if liquidity deteriorated, financial policy turned more aggressive, scale or diversity declined, or there was material, unfavorable and sustained trends in operating performance or the business model. The principal methodology used in this rating was Telecommunications Service Providers published in November 2023. Charter Communications, Inc., headquartered in Stamford, Connecticut, provides video, data, phone, and wireless services. Across its footprint, which spans 41 states, Charter serves 32.2 million customers (internet, video and voice, excluding enterprise) and about 7.2 million mobile lines, making it the second-largest U.S. cable operator. The company sells its services under the Spectrum brand. Revenue for the 12 months ended September 30, 2023 was approximately $54.6 billion. Charter is a public company with the largest shareholders Liberty Broadband Corporation (unrated) and the Advance/Newhouse family. CHIMICHURRI CHICKEN: Seeks to Hire Alla Kachan as Legal Counsel --------------------------------------------------------------- Chimichurri Chicken of Carle Place, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Alla Kachan, PC. The Debtor requires legal counsel to: (a) assist in administering the Debtor's Chapter 11 case; (b) make such motions or take such actions as may be appropriate or necessary under the Bankruptcy Code; (c) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as the Debtor deems appropriate; (d) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiate with creditors in formulating a plan of reorganization; (f) draft and prosecute the confirmation of the Debtor's plan of reorganization; and (g) render such additional services as the Debtor may require in this case. The hourly rates of the firm's counsel and staff are as follows: Attorney $475 per hour Clerks and Paraprofessionals $250 per hour In addition, the firm will receive reimbursement for expenses incurred. The Debtor paid the firm an initial retainer of $18,000. Alla Kachan, Esq., a member of the Kachan Law Office, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Chimichurri Chicken of Carle Place Chimichurri Chicken of Carle Place, Inc. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42489) on July 14, 2023, with $50,001 to $100,000 in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Alla Kachan, Esq. at the Law Offices of Alla Kachan PC as its bankruptcy counsel and Michael Shtarkman, CPA, at Wisdom Professional Services, Inc. as accountant. CHIMICHURRI CHICKEN: Seeks to Tap Wisdom Professional as Accountant ------------------------------------------------------------------- Chimichurri Chicken of Carle Place, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Wisdom Professional Services, Inc. as accountant. The firm will render these services: (a) gather and verify all pertinent information required to compile and prepare monthly operating reports; and (b) prepare monthly operating reports for the Debtor in this Chapter 11 case. The firm will be billed at a rate of $400 per report, plus reimbursement for expenses incurred. The firm received an initial retainer fee in the amount of $4,800. Michael Shtarkman, CPA, a member at Wisdom Professional Services, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Shtarkman, CPA Wisdom Professional Services, Inc. 626 Sheepshead Bay Road, Suite 640 Brooklyn, NY 11224 Telephone: (718) 554-6672 Email: mshtarkmancpa@gmail.com About Chimichurri Chicken of Carle Place Chimichurri Chicken of Carle Place, Inc. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42489) on July 14, 2023, with $50,001 to $100,000 in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Alla Kachan, Esq. at the Law Offices of Alla Kachan PC as its bankruptcy counsel and Michael Shtarkman, CPA, at Wisdom Professional Services, Inc. as accountant. CLOVER FAST FOOD: David Klauder Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed David Klauder, Esq., at Bielli & Klauder, LLC as Subchapter V trustee for Clover Fast Food, Inc. Mr. Klauder will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Klauder declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: David M. Klauder, Esq. Bielli & Klauder, LLC 1204 N. King Street Wilmington, DE 19801 Phone: (302) 803-4600 Fax: (302) 397-2557 Email: dklauder@bk-legal.com About Clover Fast Food Clover Fast Food, Inc. DBA Clover Food Lab is a vegetarian fast-food chain which operates restaurants around the Boston Metro Area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11812) on November 3, 2023. In the petition signed by its chief executive officer, Julia Wrin Piper, the Debtor disclosed $8,397,968 in total assets and $4,573,997 in total liabilities. Judge Brendan Linehan Shannon oversees the case. Karen M. Grivner, Esq., at Clark Hill, PLC represents the Debtor as legal counsel. CLOVER FAST FOOD: Hires Clark Hill PLC as Bankruptcy Counsel ------------------------------------------------------------ Clover Fast Food, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Clark Hill PLC as bankruptcy counsel. The firm's services include: a. providing legal advice with respect to the Debtor's powers and duties as debtor in possession in the management of its assets; b. providing legal advice with respect to the Debtor's obligations to its creditors, equity holders, taxing bodies and other government agencies; c. negotiating with the Debtor's creditors and preparing responses to all documents filed by the creditors; d. pursuing confirmation of a plan; e. preparing, on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and other legal papers as required by applicable bankruptcy or non-bankruptcy law, as dictated by the demands of the case, or as required by the Court, and representing the Debtor in any hearings or proceedings related thereto; f. appearing in Court and protecting the interests of the Debtor before the Court; and g. performing all other necessary or desirable legal services in connection with this Chapter 11 Case. The firm will be paid at these rates: Kevin H. Morse $615 per hour James Ugalde $525 per hour Karen Grivner $585 per hour Joseph Archambeau $425 per hour Kelly Webster (Paralegal) $325 per hour Attorneys $235 to $995 per hour Paralegals $140 to $350 per hour The firm received an advanced retainer in the amount of $100,000 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin H. Morse, Esq., a partner at Clark Hill PLC, 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: Kevin H. Morse, Esq. CLARK HILL PLC 130 E. Randolph Street, Suite 3900, Chicago, IL 60601 Fax: (312) 517-7593 Tel: (312) 985-5556 Email: kmorse@clarkhill.com About Clover Fast Food, Inc. Clover Fast Food, Inc. DBA Clover Food Lab is a vegetarian fast food chain which operates restaurants around the Boston Metro Area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11812) on November 3, 2023. In the petition signed by Julia Wrin Piper, as chief executive officer, the Debtor disclosed $8,397,968 in total assets and $4,573,997 in total liabilities. Judge Brendan Linehan Shannon oversees the case. Karen M. Grivner, Esq., at Clark Hill PLC, represents the Debtor as legal counsel. CLUBHOUSE MEDIA: Swings to $215,000 Net Loss in Q3 2023 ------------------------------------------------------- Clubhouse Media Group, Inc. has released its financial results for the third quarter of 2023. Clubhouse Media Group posted a net loss of $215,065 on Total revenues, net of $1,162,631 for the three months ended September 30, 2023, from net income of $791,918 on Total revenues, net of $2,159,135 for the same period a year ago. The Company posted a net loss of $2,653,029 on Total revenues, net of $3,306,502 for the nine months ended September 30, 2023, from a net loss of $7,632,346 on Total revenues, net of $4,873,544 for the same period a year ago. The Company had negative working capital of $8,604,919 as of September 30, 2023, and stockholder's deficit of $7,838,732. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern, Clubhouse Media Group said. While the Company is attempting to generate additional revenues, the Company's cash position may not be significant enough to support its daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. Comparing key financial results from the third quarter of 2023 to key financial results from the second quarter of 2023, the Company reported total net revenue increased 48% to $1,162,631, compared to $786,489; operating expenses decreased 24% to $535,860 compared to $707,529; net loss decreased 40% to $215,065, compared to $359,766; total liabilities decreased 16% to $9,255,638, compared to $11,005,895; and operating income of $88,819 compared to operating loss of $405,819. Commenting on the results, Amir Ben-Yohanan, CEO of CMGR, said, "We are pleased with the overall results this quarter. Our revenue has significantly increased and we managed to decrease the total debt from last quarter. We're excited about the growth potential for both our digital agency and our creator monetization platform." "I think this was a successful quarter" added Scott Hoey, Chief Financial Officer of CMGR. "We managed to increase our revenue and decrease our expenses once again. We are working hard to continue this trajectory throughout Q4." A copy of the Company's Form 10-Q Report filed with the Securities and Exchange Commission is available at https://tinyurl.com/3thr2x7r About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an influencer-based social media firm and digital talent management agency. The Company offers management, production and deal-making services to its handpicked influencers. The Company's management team consists of successful entrepreneurs with financial, legal, marketing, and digital content creation expertise. Since September 2022, the Company launched its own subscription-based site HoneyDrip.com, which provides a digital space for creators to share unique content with their subscribers. As of September 30, 2023, the Company had $1,416,906 in total assets against $9,255,638 in total liabilities. Clubhouse Media reported a net loss of $7.53 million for the year ended Dec. 31, 2022, compared to a net loss of $22.24 million for the year ended Dec. 31, 2021. As of June 30, 2023, the Company had $1.14 million in total assets, $11 million in total liabilities, and a total stockholders' deficit of $9.86 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has stockholder's deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. COWORKRS 3RD STREET: Case Summary & 17 Unsecured Creditors ---------------------------------------------------------- Debtor: CoWorkrs 3rd Street LLC d/b/a Bond Gowanus 68 3rd Street Brooklyn, NY 11231 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: November 27, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-44306 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Avrum J. Rosen, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New St Huntington, NY 11743-3327 Tel: 631-423-8527 Fax: 631-423-4536 Email: arosen@ajrlawny.com Total Assets: $4,860,560 Total Liabilities: $2,987,216 The petition was signed by David Goldwasser as chief restructuring officer. 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/WIXF5ZA/CoWorkrs_3rd_Street_LLC__nyebke-23-44306__0001.0.pdf?mcid=tGE4TAMA COWORKRS 55: Case Summary & 12 Unsecured Creditors -------------------------------------------------- Debtor: CoWorkrs 55 Broadway LLC d/b/a Bond 55 Broadway 55 Broadway, 3rd Floor New York, NY 10006 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: November 27, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-44307 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Avrum J. Rosen, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New St Huntington, NY 11743-3327 Tel: 631-423-8527 Fax: 631-423-4536 Email: arosen@ajrlawny.com Total Assets: $4,386,535 Total Liabilities: $1,474,173 The petition was signed by David Goldwasser as chief restructuring officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WYWZQFQ/CoWorkrs_55_Broadway_LLC__nyebke-23-44307__0001.0.pdf?mcid=tGE4TAMA CXOSYNC LLC: Hires Patel & Almeida as Trademark Litigation Counsel ------------------------------------------------------------------ CXOsync, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Paulo A. de Almeida, Esq. of Patel & Almeida, P.C. as its special trademark litigation counsel. The firm will represent the Debtor in prosecuting the trademark infringement lawsuit captioned "CXOsync LLC v. CXO Inc., Harshil Shah, and Sulaiman Salooje, Case no. 1:23-cv190." Initial fees will be $6,000 covering filing a motion to amend the complaint and join new defendant. Mr. Almeida, an attorney at Patel & Almeida, assured the court that his firm is a "disinterested person" as defined in 11 U.S.C. Section 101(14). The firm can be reached through: Paulo A. de Almeida, Esq. Patel & Almeida, P.C. 16830 Ventura Blvd., Suite 360 Encino, CA 91436 Tel: (818) 380-1900 Fax: (818) 380-1908 Email: Paulo@paiplaw.com About CXOsync LLC CXOsync, LLC is a corporate event planner which presents events and workshops. Established in 2008, CXOsync has planned, populated and executed thousands of CXO events globally that collaborate corporate leaders with cutting edge content and solutions in the fields of IT, Information Security, Marketing, Finance, Human Resources and Customer Experience. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13193) on Oct. 3, 2023, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Rupen Patel, managing member, signed the petition. Judge A. Benjamin Goldgar oversees the case. Ben Schneider, Esq., at The Law Offices of Schneider and Stone represents the Debtor as legal counsel. CXOSYNC LLC: Hires Schneider & Stone as Bankruptcy Counsel ---------------------------------------------------------- CXOsync, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Law Offices of Schneider & Stone to handle its Chapter 11 case. The firm will be paid at these rates: Attorney $400 per hour Paralegal $175 per hour The firm received a retainer in the amount of $9,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ben Schneider, Esq., a partner at Law Office of Schneider & Stone, 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: Ben Schneider, Esq. Schneider & Stone 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Tel: (847) 933-0300 Fax: (847) 676-2676 Email: ben@windycitylawgroup.com About CXOsync, LLC CXOsync LLC is a corporate event planner which presents events and workshops. Established in 2008, CXOsync has planned, populated and executed thousands of CXO events globally; events that collaborate corporate leaders with cutting edge content & solutions in the fields of IT, Information Security, Marketing, Finance, Human Resources and Customer Experience. CXOsync LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13193) on October 3, 2023. In the petition filed by Rupen Patel, as managing member, the Debtor reports estimated assets between $50,000 and $100,000 and estimated liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge A Benjamin Goldgar. The Debtor is represented by Ben L Schneider, Esq., at Schneider & Stone. CXOSYNC LLC: Seeks to Tap Schneider & Stone as Bankruptcy Counsel ----------------------------------------------------------------- CXOsync, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Schneider & Stone to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorney $400 Paralegal $175 Prior to the petition date, the firm was paid an initial retainer of $9,000. Ben Schneider, Esq., and Matthew Stone, Esq., attorneys at Schneider & Stone, 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: Ben Schneider, Esq. Matthew Stone, Esq. Schneider & Stone 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Telephone: (847) 933-0300 Facsimile: (847) 676-2676 Email: ben@windycitylawgroup.com About CXOsync LLC CXOsync, LLC is a corporate event planner which presents events and workshops. Established in 2008, CXOsync has planned, populated and executed thousands of CXO events globally that collaborate corporate leaders with cutting edge content and solutions in the fields of IT, Information Security, Marketing, Finance, Human Resources and Customer Experience. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13193) on Oct. 3, 2023, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Rupen Patel, managing member, signed the petition. Judge A. Benjamin Goldgar oversees the case. Ben Schneider, Esq., at The Law Offices of Schneider and Stone represents the Debtor as bankruptcy counsel. DGS REALTY: Hearing on Plan & Disclosures Continued to Dec. 6 ------------------------------------------------------------- Judge Bruce A. Harwood has entered an order granting the Assented to Motion for Short Continuance of the Combined Hearings on the Adequacy of DGS Realty, LLC's Third Amended Chapter 11 Plan Dated September 8, 2023 and Confirmation of Debtor's Third Amended Chapter 11 Plan of Reorganization Dated Sept. 8, 2023. The Combined Hearings on the Adequacy of Debtor's Third Amended Chapter 11 Plan and Confirmation of Debtor's Third Amended Chapter 11 Plan of Reorganization Dated scheduled for Nov. 20, 2023, at 2:00 p.m., is continued until Dec. 6, 2023 at 2:00 p.m. About DGS Realty Concord, New Hampshire-based DGS Realty, LLC, owns a parcel of land with three buildings on the property known as 74 Regional Drive, Concord, New Hampshire. Formed around May 10, 2017, the company is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory A. Booth, each having a 1/3 interest. DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No. 22-10028) on Jan. 24, 2022. In the petition signed by David H. Booth, the manager, the Debtor estimated assets and debts between $1 million and $10 million. Judge Bruce A. Harwood oversees the 2022 case. Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association. The company is an affiliate of Walter H. Booth Clause 4 Trust, which sought bankruptcy protection (Bankr. D.N.H. Case No. 16-11598) on Nov. 16, 2016. DGS Realty previously filed a Chapter 11 petition (Bankr. D.N.H. Case No. 18-10024) on Jan. 11, 2018. DIAMOND ELITE: Seeks Court Nod to Sell Assets by Auction -------------------------------------------------------- Diamond Elite Park, LLC asked the U.S. Bankruptcy Court for the Southern District of New York for authority to approve the sale of its assets to Strategic Real Estate Management, LLC or another buyer with a better offer. Strategic offered $7 million for the assets, which consist of land, buildings and personal property used in the operation of the buildings located at 9630 North 25th Avenue, in Phoenix, Ariz. The assets are being sold "free and clear" of claims, liens and interests, according to the companies' sale contract signed on Nov. 6. The contract is subject to the bankruptcy court's approval. The assets will be put up for bidding to obtain a "higher and better offer," according to Diamond Elite Park's attorney, Kevin Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP. The proposed bidding process, which is subject to court approval, requires potential buyers to provide an initial overbid of $7.235 million, plus a 5% buyer's premium; and a deposit, which should be 10% of the bid amount. Bids must be received at least three business days prior to the auction. The auction will be conducted on a date to be fixed after court approval of the bidding procedures. Strategic's $7 million offer will serve as the stalking horse bid at the auction. In the event it is not selected as the winning bidder, Strategic will receive a 3% break-up fee or $210,000. Mr. Nash said proceeds from the sale are expected to be distributed through the previously filed Chapter 11 plan of reorganization, with confirmation to be pursued contemporaneously with the auction process. About Diamond Elite Park Diamond Elite is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is based in Spring Valley, N.Y. Diamond Elite Park filed its voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-22520) on July 9, 2023, with $1 million to $10 million in both assets and liabilities. Judge Sean H. Lane oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP represents the Debtor as legal counsel. DIOCESE OF CAMDEN: $4.6 Million Insurance Loan Okayed ----------------------------------------------------- Clara Geoghegan of Law360 reports that a New Jersey bankruptcy court on Monday, November 27, 2023, gave its blessing to a $4.6 million financing agreement that will allow the Roman Catholic Diocese of Camden, New Jersey, to renew insurance policies as it continues its Chapter 11 bankruptcy. About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar general and vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. DIOCESE OF ROCKVILLE: Amended Plan Has $200M for Abuse Victims -------------------------------------------------------------- The Diocese of Rockville Centre (www.drvc.org) filed its Amended Plan and Disclosure Statement on November 28, 2023, offering a total of $200 million in compensation as its best and final proposal for settling with survivors of abuse. This First Amended Plan is the best, most efficient and most effective means to immediately begin compensating all eligible survivors equitably while allowing the Diocese to emerge from bankruptcy and continue its charitable mission. The Diocese filed this Plan, which includes a record setting settlement offer in the amount of $200 million from the Diocese, parishes, and related parties to compensate survivors and bring this case to a fair and final resolution. The Diocese agrees with Bankruptcy Court Judge Martin Glenn, who is overseeing the case, that survivors have waited too long for compensation and that any alternative to a global settlement plan creates chaos that puts both survivor compensation and the futures of parishes at risk. Under the Plan, the $200 million settlement fund includes a Diocese contribution of $50 million and a contribution of $150 million from parishes, co-insured parties, and other Catholic ministries. In addition, the Diocese and all affiliate parties are contributing the value of their substantial rights against third-party insurance companies as part of the Plan. The proposed payout represents the largest settlement offer ever made in a diocesan bankruptcy in the country, both on a total payout and per claimant basis. The Plan offers an immediate minimum cash payment of $100,000 to each claimant with a lawsuit against a non-debtor contributor. The Plan offers other claimants without qualifying lawsuits an immediate minimum cash payment of $50,000. The balance of the remaining settlement funds would be paid to settlement trusts and allocated to creditors based on trust distribution protocols. Funds from insurance coverage proceeds will be added to these settlement trusts to fund additional substantial payouts to survivors. The Unsecured Creditors' Committee's litigation alternatives are rife with uncertainty. Further litigation will delay compensation for all survivors, may result in unfair compensation for many survivors, and could ultimately leave some survivors with no compensation at all. The alternative path favored by the Unsecured Creditors' Committee will needlessly runup litigation expenses and continue to erode assets of the Diocese, parishes and other co-insureds. Instead of continuing to fund lawyers' fees, this money is better spent compensating survivors. Under the Plan, survivors will have the opportunity to choose immediate compensation for all survivors. A vote to reject the Plan in sufficient numbers may lead to dismissal of the Chapter 11 case, and force survivors to move their claims back to State Court, where they will once again be in a first-come, first-served litigation dynamic in the trial-court system. This path will also delay any resolution for the overwhelming majority of claimants as approximately 60 percent of the cases involving the Diocese and its affiliates are stayed from proceeding in State Court by the insolvency of the Arrowood Indemnity Company. The minority of survivors and their counsel with unstayed cases could race to the front of the line. Also filed with the court today is a Solicitation Procedures Motion outlining the calendar of activities under the Plan and the deadline for voting on the Plan. The Diocese is endorsing a streamlined calendar to ensure that the survivors can receive their settlement payments in the first quarter of 2024. The Diocese has already made it clear that it is at the end of its resources. Contrary to assertions that additional funds are available to increase settlements, no independent Catholic organizations are being offered releases through the Diocese's proposed plan other than those that will participate in funding the settlement trusts. Continuing to prolong the case, or dismissing the case, will ensure that payments to survivors only go down from the current settlement offer contained in the Plan. Survivors deserve a settlement now. The Diocese hopes that all parties, including survivors and their legal advisors, will vote in favor of the equitable and unprecedented offer in the Plan. As the survivors and their attorneys weigh the Diocese's settlement offer, it is also important to remember the many families on Long Island that depend on the Diocese, parishes, and Catholic ministries to deliver compassionate health care, housing, education, food security, substance abuse, mental health and grief counseling, immigration services, religious and spiritual care. Survivors deserve compensation now, and the Diocese's charitable mission is more important than ever in these uncertain times. Both face a vulnerable and uncertain future if the Plan is rejected. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DIRECTBUY HOME: Seeks to Hire Ordinary Course Professionals ----------------------------------------------------------- DirectBuy Home Improvement, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ professionals utilized in the ordinary course of business. The OCP's include: a. McKenna Brink Signorotti LLP 1350 Treat Blvd, Suite 105 Walnut Creek, CA 94597 -- Litigation and real estate counsel to the Debtor b. Littler Mendelson P.C. 633 West 5th Street, 63rd Floor Los Angeles, CA 90071 -- Workers' compensation counsel to the Debtor About DirectBuy Home Improvement DirectBuy Home Improvement, Inc., doing business as Z Gallerie, is a specialty retailer focused on fashion and art-inspired home décor and home furnishings. The company is based in Gardena, Calif. DirectBuy Home Improvement sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19159) on October 16, 2023. In the petition signed by Robert Fetterman, chief financial officer and interim chief executive officer, the Debtor disclosed up to $100 million in both assets and liabilities. The Debtor tapped Michael D. Sirota, Esq., at Cole Schotz PC as legal counsel and Stretto, Inc. as administrative advisor. ZG Lending SPV, LLC, as DIP agent and prepetition agent, is represented by Lowenstein Sandler LLP's Robert M. Hirsh, Esq., and Phillip Khezri, Esq. DUN & BRADSTREET: S&P Affirms 'B+' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed all of its ratings on Jacksonville, Fla.-based information services company Dun & Bradstreet Holdings Inc. (D&B), including the 'B+' issuer credit rating on the company. S&P said, "The stable outlook reflects our expectation that D&B will continue to show organic revenue growth in the low- to mid-single-digit percent area, supported by new product launches, and steady-to-improving EBITDA margins in the low-30% area, driven in part by decreasing one-time and capitalized labor costs, and adjusted leverage in the 5x area over the next 12 months. "Although we view the reduction of private-equity ownership to below 40% positively and the company has made progress transforming the business, D&B's capital structure remains leveraged." Following the reduction in ownership of D&B's investor group led by CC Capital, Cannae Holdings, Bilcar LLC, Black Knight Inc., and funds affiliated with Thomas H. Lee Partners L.P. below 40%, we net cash against debt in our calculation of D&B's debt to EBITDA. As a result, its S&P Global Ratings-adjusted leverage for the 12 months ended Sept. 30, 2023, changed to 6x from 6.4x before the cash netting. S&P said, "This leverage is closer to our stable outlook of 5x-6x on a sustained basis. We forecast net leverage to decrease to the mid-5x area mainly because of lower investment spending. Leverage has been somewhat elevated from increased investments in new product development and one-time reorganization costs. Moreover, capitalized software and labor costs comprise the majority of the company's capital expenditures (capex), which we view as an expense in computing our S&P Global Ratings-adjusted EBITDA. As a result, the increase in capital spending has slowed the company's S&P Global Ratings-adjusted EBITDA growth. Nevertheless, we expect EBITDA growth to increase as the company gradually decreases capex investments and reorganization costs rolls off over the next 24 months." S&P said, "We lowered our liquidity assessment to adequate from strong to reflect our view of the group's weaker standing in credit markets. D&B's liquidity position continues to benefit from $230.1 million in available cash and $735.4 million available under its revolving credit facility as Sept. 30, 2023, and its revolving securitization facility with a drawing limit of up to $215 million. We believe the company's perception on credit markets is now more in line with an adequate liquidity assessment, given its roughly $2.7 billion debt maturity in early 2026, lower-than-expected FOCF generation and high leverage." The recurring subscription revenue base provides revenue predictability and helps to mitigate the negative effects during weak economic conditions. Dun & Bradstreet Holdings Inc. (D&B) benefits from good revenue predictability as a result of its high percentage of subscription-based revenue, especially around its widely used Data Universal Numbering System (DUNS; a proprietary system that assigns a unique number to a single business entity). In addition, the company's products are increasingly valuable in a recessionary environment as its customers look to manage their risk or reinvigorate their sales. Further, after the 2019 leveraged buyout (LBO), the company's new management team prioritized the use of multiyear contracts with its clients, which accounted for about 53% of revenue, up from 20% in 2019. S&P Global Ratings believes these factors helped D&B lessen the effects of the COVID-19 pandemic-related recession on its revenue. S&P said, "We expect D&B will continue to benefit from a combination of new product introductions (such as Rev.Up in the small and midsize business digital marketing space), rollout of self-service tools, such as its data marketplace, ESG datasets for private companies, and cross-selling opportunities at Bisnode. Therefore, despite the weak economic conditions, we expect D&B's operating performance to remain somewhat stable over the next two years. We estimate the company will achieve low- to mid-single-digit percent revenue growth over the next two years." D&B participates in a competitive market with good underlying secular growth characteristics. D&B is a leading global provider of trade credit and related risk management solutions and data to support business-to-business sales and marketing. The size, global scope, quality of the company's firmographic data, and the widespread reliance on its DUNS by corporations and governments for their risk management practices are key differentiators for its business. However, its competition in the data and analytics industry has increased with the rising demand for data. D&B has historically struggled to reinvigorate its growth, as evidenced by the multiple reorganization efforts it undertook before its 2019 LBO. In addition, the availability of business data and analytics has increased with technological advances, which has further fueled competition. It also operates in an increasingly competitive environment against well-capitalized competitors, which suggests that any future market share gains will likely be hard-fought. Nevertheless, D&B is well-positioned to capitalize on the industry trends toward using data-as-a-service, as well as the rising demand for enterprise risk management tools for compliance and supply chain management, the greater use of marketing analytics, the implementation of decision automation, and the growth in programmatic advertising. S&P said, "The stable outlook reflects our expectation that D&B's leverage will improve toward the 5x area and free operating cash flow (FOCF) to debt in the mid-to-high single-digit percent area over the next 12 months. We forecast low- to mid-single-digit percent organic revenue growth, supported by new product launches, and steady-to-improving EBITDA margins in the low- to mid-30% area, driven in part by decreasing one-time and capitalized labor costs." S&P could raise its issuer credit rating on D&B to 'BB-' if: -- The company exhibited solid operating performance with consistent mid-single-digit percent or higher revenue growth, and Adjusted EBITDA margins improved toward the mid- to high-30% area; or -- Further debt reduction resulted in leverage below 5x and an improvement in the FOCF-to-debt ratio toward the 10% area on a sustained basis. S&P could lower its ratings on D&B to 'B' if it expected its adjusted leverage to exceed 6x and FOCF to decline to the 5% area for a prolonged period. This would likely be driven by: -- Operating challenges due to competitive losses and cost overruns integrating its acquisition, or -- D&B pursuing leveraging acquisitions or dividends or share repurchases. EAST WILLIAMSBURG: Unsecureds Unimpaired in Plan ------------------------------------------------ East Williamsburg Affordable Housing Initiative LLC d/b/a Kyber Mandalorian INC. (merger) submitted a Second Amended Plan of Reorganization. The Debtor's primary goal is to sell some, or most, of its assets and pay its creditors to permit the Debtor to reorganize into a stable, well capitalized business entity. The Debtor is committed to retaining ownership of some of the real properties not sold through this Small Business Chapter 11 Subchapter V Bankruptcy and is filing this Plan in pursuit of this goal. The Debtor's preferred treatment is to sell those properties and/or property interests: 1) who's issues have heretofore prevented the Debtor from utilizing them in a financially beneficial manner and; 2) that have been stuck in a legal and financial limbo with no timely or reasonable available solutions other than to seek this court's approval to sell them pursuant to the Plan or through adversary proceedings pursuant to 11 U.S.C. Section 363(h). The properties and/or property interests included in this Small Business Chapter 11 Subchapter V Bankruptcy consist of 2 properties that are directly owned by the Debtor and a mortgage interest and 9 that are controlled by the Debtor through executory contracts (aka "Purchase Options"). The Debtor is currently financially distressed with no income and expenses composed of carrying costs and other miscellaneous expenses associated with the ownership of real property. To date, paid expenses have been paid through capital contributions by the members of the LLC. However, this is no longer a tenable situation with the members unable to fund these expenses any longer. The Debtor needs to enact this Plan to raise the funds necessary to retain and/or repair some of the properties included in this case to generate rental income from all available market rate rentals and commercial spaces. The Plan also provides for a 100% distribution to general unsecured creditors with interest at the federal judgment rate in effect on the date the Plan is confirmed. It has also come to light that the merger between East Williamsburg Affordable Housing Initiative LLC and Kyber Mandelorian Inc. was not completed by the New York Secretary of State before the Petition Date and several months after the case was filed, the merger documents were rejected for a minor defect more than a year after they were submitted. The Debtor, utilizing the provisions of 11 U.S.C Section 1123(a)(5)(C) ratify the merger of both entities as of the Petition Date. Under the Plan, Class 1 will consist of the Allowed General Unsecured Claims. Class 1 is unimpaired. In order to raise additional funds to pay and settle allowed unsecured claims, at the Debtor's election, the Debtor may sell the For Sale Properties in accordance with this Plan and pay this class of claims. Class 1 Claimants will receive a 100% distribution based on two criteria: (1) that a valid claim was submitted with the bankruptcy court on or before the bar date and (2) which of the below categories the unsecured claim falls into. The categories are, * Disputed Claims – These claims will be satisfied if on the Effective Date these claims have not been withdrawn and/or denied or overturned by the final order. * Contingent Claims - These claims will be satisfied if the underlying real property the claim is associated with is sold as part of the implementation of the Plan so long as there are sufficient proceeds from such a sale to satisfy the claim, if proceeds are insufficient to satisfy such claims in full then such claims will be paid in part and not paid in full based on the discretion of this court's Final Order. The Debtor intends to file amended schedules listing these potential claims as to options the Debtor will be exercising. * All valid claims will be paid by the Debtor within 2 years after the Effective Date with interest at the federal judgment rate. The Class 1 claimants are unimpaired, are not eligible to vote on the Plan and are deemed to have accepted the Plan. The Plan shall be funded solely from a combination of: (i) cash on hand of the Debtor; (ii) the net proceeds from the sale of the For Sale Properties; (iii) the rejection payments on any options that are not assumed;(iv) contributions from the Debtor's principals; (v) Debtor-in-possession financing, conventional refinancing or home equity loan. Proposed Attorneys for the Debtor: Avrum J. Rosen, Esq. Alex E. Tsionis, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New St. Huntington, NY 11743 E-mail: (631) 423-8527 A copy of the Plan of Reorganization dated November 22, 2023, is available at https://tinyurl.ph/xlDdQ from PacerMonitor.com. About East Williamsburg Affordable Housing Initiative Brooklyn-based East Williamsburg Affordable Housing Initiative is engaged in activities related to real estate. East Williamsburg filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41991) on Aug. 18, 2022, with $1 million to $10 million in both assets and liabilities. Jonathan Marcus, managing member of East Williamsburg, signed the petition. Judge Nancy Hershey Lord presides over the case. Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC, represents the Debtor. EGAE LLC: Seeks to Hire Accounting Independence as Accountant ------------------------------------------------------------- EGAE, LLC seeks approval from the U.S. Bankruptcy Court for the District of Alaska to employ Accounting Independence, LLC. The Debtor needs an accountant to provide bookkeeping, tax preparation, and accounting services during this Chapter 11 proceeding. Jennifer Platnico, CPA, a member of Accounting Independence, has agreed to perform the services at an hourly rate of $75. Ms. Platnico disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jennifer Platnico, CPA Accounting Independence, LLC 1549 E. Tudor Rd., Ste. C Anchorage, AK 99507 Telephone: (907) 868-1127 Email: jplatnico@accountingindependence.com About EGAE LLC EGAE, LLC owns and operates an apartment building in Anchorage, Alaska. EGAE, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00169) on Oct. 5, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Marc Marlow, manager, signed the petition. Judge Gary Spraker oversees the case. The Debtor tapped John C. Smith, Esq., at Gerald K. Smith and John C. Smith Law Offices, PLLC as bankruptcy counsel and Jennifer Platnico, CPA, at Accounting Independence, LLC as accountant. ELEMENT CONSTRUCTION: Hires Foley Freeman LLC as Counsel -------------------------------------------------------- Element Construction Corporation seeks approval from the U.S. Bankruptcy Court for the District of Idaho to employ Foley Freeman, LLC as counsel. The firm will provide these services: a. give the Debtor legal advice with respect to his powers and duties in the affairs of the business and management; and b. file a Plan and other documents or help in the preparation of the same and to negotiate and secure approval of a Chapter 11 Plan and to file such other Motions, attended hearings relating to the Chapter 11 proceedings. The firm will be paid at these rates of $100 to $360 per hour. The firm received from the Debtor a retainer in the amount of $30,000 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick J. Geile, Esq., a partner at Foley Freeman, 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: Patrick J. Geile, Esq. Foley Freeman, LLC 953 S. Industry Way Meridian, ID 83642 Tel: (208) 888-9111 Fax: (208) 888-5130 Email: pgeile@foleyfreeman.com About Element Construction Corporation Element Construction Corporation in Meridian, ID, filed its voluntary petition for Chapter 11 protection (Bankr. D. Id. Case No. 23-00602) on November 9, 2023, listing $0 to $50,000 in assets and $1 million to $10 million in liabilities. Justin Todd Hubble as president, signed the petition. Judge Noah G Hillen oversees the case. FOLEY FREEMAN, PLLC serve as the Debtor's legal counsel. ELETSON HOLDINGS: Committee Taps Dechert as Bankruptcy Counsel -------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Eletson Holdings Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Dechert LLP as its counsel. Dechert will render these services: (a) participate in in-person and telephonic meetings of the committee and otherwise advise the committee with respect to its rights, powers, and duties in these Chapter 11 cases; (b) assist and advise the committee in its meetings and negotiations with the Debtors and other parties in interest regarding the administration of these Chapter 11 cases; (c) assist the committee in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests and bringing, or participating in, objections or estimation proceedings with respect to such claims and interests; (d) assist with the committee's review of the Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs and other financial reports prepared by the Debtors, and the committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their insiders and of the historic and ongoing operation of their businesses; (e) assist the committee in its analysis of, and negotiations with the Debtors or any third party related to, financing, asset disposition transactions, compromises of controversies, and assumption and rejection of executory contracts and unexpired leases; (f) assist the committee in its analysis of, and negotiations with the Debtors or any third party related to, the formulation, confirmation, and implementation of a Chapter 11 plan(s) and all documentation related thereto; (g) assist and advise the committee with respect to its communications with the general creditor body regarding matters in these cases; (h) respond to inquiries from individual creditors as to the status of, and developments in, these Chapter 11 cases; (i) represent the committee at hearings and other proceedings before the court and before such other courts or tribunals as may be appropriate; (j) review and analyze complaints, motions, applications, orders, and other pleadings filed with the court, and advise the committee with respect to its positions thereon and the filing of any responses thereto; (k) assist the committee in its review and analysis of, and negotiations with the Debtors and non-Debtor affiliates related to, intercompany transactions and claims; (l) analyze and investigate, as appropriate, the financial condition and assets and liabilities of the Debtors; (m) assist the committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters and administrative proceedings as may be necessary or appropriate in furtherance of the committee's duties, interests, and objectives; (n) assist and advise the committee with respect to applicable related proceedings that may arise in the course of these Chapter 11 cases; and (o) perform such other legal services as may be necessary or advisable or as may be requested by the committee. The hourly rates of the firm's counsel and staff are as follows: Partners $1,175 - $ 2,000 Special Counsel $1,175 - $1,375 Associates $680 - $1,210 Paraprofessionals $240 - $525 In addition, the firm will seek reimbursement for expenses incurred. Stephen Zide, Esq., a partner at Dechert, also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard billing arrangements for this engagement? Answer: Dechert did not agree to any variations from, or alternatively to, its standard or customary billing arrangements for this engagement. Question: Do any of the professionals in this engagement vary their rate based on the geographical location of the bankruptcy case? Answer: No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case. Question: If you represented the committee in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Dechert did not represent the committee in the 12 months prior to the petition date. As disclosed elsewhere, Dechert represented WSFS, a member of the committee, in connection with the Collection Suit, the Involuntary Cases and the Chapter 11 cases. Dechert provided WSFS with a 15 percent discount on its ordinary and customary hourly rates in effect during those representations. Dechert is not providing the same discount to the committee because, among other things, the nature and scope of the committee representation presents greater risks for Dechert (e.g., the Debtors disclosed that they have no available cash and their ability to fund these cases is dependent on monetizing assets with a value that is currently unknown). Question: Has your client approved the firm's budget and staffing plan, and if so, for what budget period? Answer: Dechert expects to work with the committee to develop a prospective budget and staffing plan to comply reasonably with the U.S. Trustee's request for information and additional disclosures, as to which Dechert reserves all rights. The committee has approved Dechert's proposed hourly billing rates. Mr. Zide 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: Stephen D. Zide, Esq. David A. Herman, Esq. Owen S. Haney, Esq. Dechert LLP Three Bryant Park 1095 Avenue of the Americas New York, NY 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 Email: stephen.zide@dechert.com david.herman@dechert.com owen.haney@dechert.com About Eletson Holdings Eletson Holdings Inc. is a family-owned international shipping company, which touts itself as having a global presence with headquarters in Piraeus, Greece as well as offices in Stamford, Connecticut, and London. At one time, Eletson claimed to own and operate one of the world's largest fleets of medium and long-range product tankers and boasted a fleet consisting of 17 double hull tankers with a combined capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000 cbm. Eletson Holdings, a Liberian company, is Eletson's ultimate parent company and is the direct parent and owner of 100% of the equity interests in the two other debtors, Eletson Finance (US) LLC, and Agathonissos Finance LLC. Eletson and its two affiliates were subject to involuntary Chapter 7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners, L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP. On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter 11 cases. The Honorable John P. Mastando, III is the case judge. Derek J. Baker, Esq., represents the Debtors as bankruptcy counsel. On Oct. 20, 2023, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Dechert LLP as its counsel. EMERGENT BIOSOLUTIONS: To Restate 2022 Financial Report ------------------------------------------------------- Emergent BioSolutions Inc. has released selected financial and operating results for the period ended September 30, 2023. The selected financial results reported include limited third quarter and year-to-date results, as well as selected balance sheet and cash flow information. "As part of our quarterly review process, the Company determined that its state deferred tax liability was overstated as of December 31, 2022, resulting in an understatement of the income tax benefits reflected on the Company's income statement. While these non-cash items do not have any impact on the Company's liquidity, cash flow, historical management compensation or covenant compliance, we have concluded that it is appropriate to delay the disclosure of full third quarter and year-to-date earnings information and the filing of our Quarterly Report on Form 10-Q for the period ended September 30, 2023, while we work to correct our prior period financial statements. We expect to complete this work in the near future." "As we work diligently toward filing our Form 10-Q, Emergent continues to strengthen its financial position and streamline operations, which remains critical to the company's strategy to return to growth and preserve its unique capabilities to help protect and enhance life," said interim Chief Executive Officer Haywood Miller. "We are proud of the progress we are making across our core products business, including the recent over-the-counter launch of NARCAN Nasal Spray, which expands access and awareness to help save more lives impacted by the devastating opioid crisis. As we look ahead, we plan to continue protecting against public health threats for years to come." Emergent BioSolutions' Financial Highlights include: * Third Quarter 2023 Total Revenues of $271M, above the prior guidance range * Third Quarter 2023 Pre-Tax Loss of $(266)M and Adjusted EBITDA(2) of $20M The Company also provided Updates on its FY 2023 guidance. 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/2p3s3tfc 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. EVOKE PHARMA: Releases Third Quarter 2023 Financial Results ----------------------------------------------------------- Evoke Pharma, Inc. has released its financial results for the third quarter ended September 30, 2023. Evoke Pharma said net product sales were $1,562,860 for the third quarter of 2023 compared to $832,100 during the third quarter of 2022. The Company attribute the increase in net sales to the continuously increasing educational and promotional activities of the EVERSANA sales force. For the third quarter of 2023, selling, general and administrative expenses were approximately $3.1 million compared to $2.6 million for the third quarter of 2022. The increases were due to higher professional fees and reimbursement and profit-sharing activity with EVERSANA. Total operating expenses for the third quarter of 2023 were approximately $3.2 million, compared to $2.7 million for the same period in 2022. As of September 30, 2023, cash and cash equivalents were approximately $6.0 million. According to the Company, "We believe, based on our current operating plan, that our existing cash and cash equivalents, as well as future cash flows from net product sales of GIMOTI, will be sufficient to fund our operations into at least the first quarter of 2024." "Our execution across the business in the third quarter continues to improve and gain momentum. The perseverance and diligent efforts of our commercial team resulted in record net product sales of $1.6 million, an 88% year-over-year increase. We continue to see solid growth across our key sales metrics, including prescription fills, new prescription enrollments, and cumulative prescribers. As of September 30, there were a total of 1,572 prescribers, almost double from Q3 2022. In line with other metrics, our patient enrollment rate was up approximately 5% from the previous quarter. Prescription fills in Q3 2023 were also up 21% from Q2 2023," commented David A. Gonyer, R.Ph., Chief Executive Officer of Evoke Pharma. "Only since May of this year, we began sharing insights from our healthcare resource utilization data which provides a real world look at the merits of GIMOTI (nasal metoclopramide) over oral metoclopramide within the healthcare environment. Last month, at ACG, we were thrilled to expand upon the initial set of data and present to health care providers and key opinion leaders within the gastroenterology community a resulting cost savings of $15,000 per patient in their first 6 months of GIMOTI treatment that underscores the financial advantages of GIMOTI usage for patients and payers compared to oral metoclopramide. Additive to these conversations have been the popularity around GLP-1 agonist prescription therapies for diabetes and the frequency that our targeted health care providers see gastroparesis in these patients. Given the growing usage of GLP-1 agonists, we remain committed to ensuring that healthcare providers and patients are aware of the availability and beneficial use of GIMOTI for treating diabetic gastroparesis in adults." Mr. Gonyer continued. "In addition, as the volume of inbound GIMOTI prescriptions continues to increase, the Company recently transitioned the prescription intake system service from vitaCare to ASPN Pharmacies effective November 6, 2023. Under the prior intake system, a meaningful number of approved prescriptions were unable to be filled due to narrow PBM pharmacy networks which precluded delivery of GIMOTI. ASPN currently has an extensive network of partners with broader PBM agreements which should drive increased GIMOTI revenue by maximizing our ability to fill prescriptions across various insurer pharmacy networks and ensure more eligible patients receive GIMOTI when needed." "Based on recent industry data, the Company believes that the GIMOTI prescription demand is much larger than what is currently being directed to our specialty pharmacy. Therefore, we are implementing additional retail pharmacy messaging programs to recapture prescriptions sent to retail pharmacies and properly guide them to be adjudicated and delivered directly to patients. As part of our patient-centric mindset as a company, we are always evaluating ways to improve GIMOTI's patient accessibility. Taken together, with 2023 coming to a close, we believe we will be favorably positioned for 2024 to achieve our growth plan," Mr. Gonyer concluded. Evoke Pharma also provided its Third Quarter 2023 Developments and Recent Progress and Operational Change, such as: * Real-world healthcare utilization data demonstrating meaningful reduction of healthcare resources on GIMOTI usage versus oral metoclopramide presented in plenary oral session at American Neurogastroenterology and Motility Society 2023. * Presented healthcare resource utilization data including real world cost benefits in distinguished plenary session suggesting that GIMOTI meaningfully reduces healthcare expenses versus oral metoclopramide at ACG 2023. * Transitioned e-prescription intake service from vitaCare to ASPN Pharmacies effective November 6, 2023. A full-text copy of the Company's earnings release filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/yckf7zne About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis. Evoke Pharma reported a net loss of $8.22 million for the year ended Dec. 31, 2022, compared to a net loss of $8.54 million for the year ended Dec. 31, 2021. San Diego, California-based BDO USA, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 21, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. FAT DADDY: Seeks to Hire Edwin H. Breyfogle as Attorney ------------------------------------------------------- Fat Daddy Co. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Edwin H. Breyfogle as attorney. The firm will render these services: a. advise and consult with the Debtor concerning questions arising in the conduct and administration of the estate and concerning the Debtor's rights and remedies with regard to the estate's assets and the claims of secured, preferred, and unsecured creditors and other parties in interest; b. appear for, prosecute, defend and represent the Debtor's interest in suits arising in or related to the bankruptcy case; c. investigate and prosecute preference and other actions arising under the debtor-in-possession's avoiding powers; and d. assist in the preparation of such pleadings, motions, notices and orders as are required for the orderly administration of the Debtor. The firm will be paid at the hourly rate of $200, and a retainer of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Edwin H. Breyfogle, Esq. 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. The firm can be reached at: Edwin H. Breyfogle, Esq. 108 3rd St. NE Massillon, OH 44646 Tel: (330) 837-9735 Email: edwinbreyfogle@gmail.com About Fat Daddy Co. Fat Daddy Co., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 23-61331) on November 9, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Edwin H. Breyfogle, Esq. FINANCE OF AMERICA: Incurs $174.9MM Net Loss for Q3 2023 -------------------------------------------------------- Finance of America Companies Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $174.9 million on $(70.44) million total revenue for the three months ended September 30, 2023, compared to a net loss of $301.7 million on $(37.55) million total revenue for the same period in 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $382.8 million on $(41.5) million total revenue, compared to a net loss of $533.5 million on $(11.845) million total revenue for the same period in 2022. The Company reported that during the first three quarters of 2023, its operating results were negatively impacted by macroeconomic factors including persistent high inflation and increased market interest rates. These factors significantly reduced customer demand and compressed margins. The Company also observed significantly widened market spreads for assets that the Company hold for investment at fair value, which combined with higher interest rates, resulted in negative fair value adjustments. As a result, for the nine months ended September 30, 2023, the Company generated pre-tax net losses of $338.4 million from its continuing operations largely due to these noncash fair value adjustments of $(197.5) million. Cash flows have also been negatively affected by the above factors and the discontinuation of its previously reported mortgage originations, commercial originations, and lender services businesses. As of September 30, 2023, the Company had total equity of $103.6 million, net of an accumulated deficit of $775.7 In light of the conditions noted, management has extended the maturity date of its revolving working capital lines of credit to November 30, 2024. The Company was not in compliance with certain financial covenants with certain of its warehouse lending facilities as of December 31, 2022, and each quarter-end during 2023. Subsequent to each measurement date, the Company obtained financial covenant waivers, amended such financial covenants, or paid off the respective lines of credit, as needed. The Company expects to operate within the amended requirements of its warehouse lending facilities and the associated financial covenants, obtain waivers, or pay off lines of credit, as necessary, and to continue to renew its warehouse lending facilities in the normal course of its operations at terms consistent with its operating needs. In addition, and as necessary, the Company, in the normal course of operations, continuously evaluates the timing and extent of the monetization of liquid financial assets that can be financed or sold to generate additional liquidity in amounts and at terms consistent with its operating needs. The Company believes its actions, as described in the prior paragraphs, combined with the Company's operating results will provide sufficient liquidity for the Company to meet its financial obligations and covenants over at least the 12-month-and-a-day period from the date the condensed consolidated financial statements are issued. A full-text copy of the Company's 10-Q report is available at https://tinyurl.com/d9cyp972 About Finance of America Plano, Texas-based, Finance of America Companies Inc. is a financial services holding company which, through its operating subsidiaries, is a modern retirement solutions platform that provides customers with access to an innovative range of retirement offerings centered on the home. In addition, FoA offers capital markets and portfolio management capabilities to optimize distribution to investors. As of September 30, 2023, Finance of America has $26.4 billion in total assets and $26.3 billion in total liabilities. As reported by the Troubled Company Reporter on Oct. 20, 2023, Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of Finance of America Companies Inc. and its subsidiaries, Finance of America Equity Capital LLC and Finance of America Funding LLC, to 'CCC+' from 'B-'. Fitch has also downgraded Finance of America Funding LLC's senior unsecured debt rating to 'CCC-'/'RR6' from 'CCC+'/'RR5'. The Rating Outlook remains Negative. The rating actions have been taken as part of a periodic peer review of non-bank mortgage companies, which is comprised of six publicly rated firms. The rating downgrade reflects the operating losses and resulting erosion of tangible equity FOA has experienced over the last year, which has resulted in continuing covenant breaches, which may limit the company's ability to extend debt maturities and secure future funding. High interest rates and borrower affordability challenges have reduced origination volumes, which, along with widening credit spreads, have resulted in significant negative fair value adjustments to FOA's assets. Tangible equity has decreased to negative $5 million at 2Q23, down from $288 million in 2Q22 and $480 million at YE21. The Negative Outlook reflects Fitch's expectation that FOA's profitability will remain weak, challenging its ability to rebuild tangible capital levels over the Outlook horizon. Additionally, Fitch's believes execution risk remains with regard to the integration of American Advisors Group (AAG) and the restructuring of FOA's continuing business segments, which could impact its long-term franchise and market position. FR-AM TWO: Seeks to Hire Goldberg Weprin as Bankruptcy Counsel -------------------------------------------------------------- FR-AM Two LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goldberg Weprin Finkel Goldstein LLP as their bankruptcy counsel. The Debtor requires legal counsel to: a. provide the Debtor with all necessary representation in connection with this Chapter 11 case, as well as the Debtor's responsibilities as debtor-in-possession; b. represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; c. review, prepare and file all necessary legal papers, applications, motions, objections, adversary proceedings, and reports on the Debtor's behalf; and d. render all other legal services required by the Debtor in negotiating a mortgage restructuring the secured debt and achieving confirmation of a plan of reorganization. The firm will be paid at these rates: Partners $685 per hour Associates $275 to $500 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $25,000. Kevin Nash, Esq., a partner at Goldberg, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About FR-AM Two LLC FR-AM Two and 432 Mezz are stock holding companies, holding the 100 percent membership interests in FR-AM One and 432 FF&E LLC (432 Owner). In turn, FR-AM One, along with 432 Owner, together own three luxury apartments in the building at 432 Park Avenue, New York, NY identified as units 78B and 28H (owned by FR-AM One) and 78A (owned by 432 Owner). FR-AM Two LLC and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. E.D.N.Y. Lead Case No. 23-73775) on October 11, 2023. The petitions were signed by Harry Macklowe as manager. At the time of filing, the Debtor estimated $50 million to $100 million in both assets and liabilities. Judge Robert E. Grossman presides over the case. Kevin Nash, Esq. at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP represents the Debtor as counsel. FREDRICK LEE: Seeks to Hire The Lane Law Firm as Legal Counsel -------------------------------------------------------------- Fredrick Lee Press Plumbing, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire The Lane Law Firm, PLLC. as its counsel. The firm will provide these services: a. assist, advise and represent the Debtor relative to the administration of the chapter 11 case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of Debtor before said Courts and the United States Trustee; and g. perform all other necessary legal services in these cases. The firm will be paid at these rates: Robert C. Lane, Partner $550 per hour Joshua Gordon $500 per hour Associate Attorneys $375 to $425 per hour Paralegals/Legal Assistants $150 to $190 per hour The firm will be paid a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Lane, Esq., a partner at The Lane Law Firm, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert C. Lane, Esq. Joshua D. Gordon, Esq. A. Zachary Casas, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com zach.casas@lanelaw.com About Fredrick Lee Press Plumbing, LLC Fredrick Lee Press Plumbing, LLC is a service and repair plumbing company specializing in apartment communities in the DFW metro area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32662) on November 14, 2023. In the petition signed by Nathan Smith, owner, the Debtor disclosed $1,425,926 in assets and $4,416,560 in debts. Judge Michelle V. Larson oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as legal counsel. FREE SPEECH: Jones Needs Support of Sandy Families to Exit Ch.11 ---------------------------------------------------------------- Jonathan Randles of Bloomberg Law reports that Alex Jones' path out of bankruptcy hinges on his consenting to a proposal from family members of Sandy Hook Elementary School shooting victims that may force the right wing conspiracy theorist to pay them at least $85 million over the next decade, a lawyer for the families said Monday, November 27, 2023. If Jones rejects that deal, he would need to sell property and other personal assets to repay a portion of the more-than $1 billion juries have ordered him and his media platform, Infowars, to pay the families for spreading falsehoods about the 2012 massacre, said lawyer Sara Brauner. As previously reported in the TCR, in Jones' personal Chapter 11 case, the Official Committee of Unsecured Creditors and the Sandy Hook Families on Nov. 22, 2023, conveyed their proposal for a chapter 11 plan as a viable path out of bankruptcy. The Committee and the Sandy Hook Families do not believe that the plan just filed by FSS will advance the Chapter 11 cases absent a global resolution involving both the FSS estate and the Jones estate. On the other hand, the Plan proposed by the Committee and the Sandy Hook Families provides a framework for Jones -- at his exclusive option and with the requisite creditor support to either: (i) implement an orderly liquidation; or (ii) obtain a consensual release from more than $1.5 billion in largely nondischargeable judgments in exchange for adherence to a 10-year, fixed-payment schedule that pays creditors a small fraction of the amount of their claims, while preserving (in both scenarios) valuable estate causes of action against third parties. 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. 22-60043) 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: Says Plan to Pay 100% of Allowed Claims ---------------------------------------------------- Free Speech Systems, LLC, submitted a First Amended Plan of Reorganization under Subchapter V of the Bankruptcy Code. Under this Plan, the Debtor anticipates paying holders of Allowed Claims 100% of their Allowed Claims. With the exception of the certain holders of Contingent and Unliquidated Unsecured Claims and the Unsecured Deficiency Claim of PQPR, the Plan proposes to pay the holders of all other Allowed Classes of creditors, including Class 3-A "Unsecured Claims of Trade Creditors" 100% of their Allowed Claims. Payments under the Plan to holders of Allowed Claims of Ordinary and Non-Ordinary Course Administrative Expense Claims, Priority Tax Claims, and Class 1, 2 and 3A Claims will be paid by the Reorganized Debtor. Allowed Claims of holders of Class 3B and 3C Claims will be paid from Trust Assets in accordance with the terms of the TDP and Trust Agreement. This is a stand-alone Plan wherein the Debtor will be professionally managed and operated post-confirmation for the benefit of its creditors. The Plan contemplates that the Reorganized Debtor will have adequate cash on the Effective Date or sufficient cash flow following the Effective Date to make the necessary payments under the Plan to pay (i) Ordinary and Non- Ordinary Course Administrative Expense Claims, (ii) Priority Tax Claims, and (iii) Class 1, 2 and 3A Claims in full or make appropriate reserve for same by depositing cash into a Disputed Claims Reserve Account, established by the Disbursing Agent to be paid when such claims become Allowed Claims. The Plan contemplates (a) dedicating to the Trust the Reorganized Debtor's Net Disposable Income for the Plan Period in accordance with Bankruptcy Code § 1191to satisfy the Allowed Class 3 B and Class 3C claims in accordance the TDP; (b) vesting all Causes of Action in the Trust; (c) paying the Allowed Claims of all other Creditors from the Debtor's available cash on the Effective Date or from income generated by the Reorganized Debtor following the Effective Date. Under the Plan, Class 3-A Unsecured Claims of Trade Creditors is unimpaired. Creditors will receive, in full satisfaction of such Claim, Cash payments from the Reorganized Debtor in the Allowed amount of such Claim on the later of the 30th day after the Effective Date or 30 days after such Claim becomes an Allowed Claim. Class 3-B Unsecured Claims of the Plaintiffs is impaired. All liability for Allowed Class 3-B Claims will be assumed by the Trust and paid in accordance with the TDP, subject in all respects to entry of a Final Order Allowing each Class 3-B Claim. Holders of Class 3-B Claims may elect the following alternative treatment of their Claims whether they vote for or against Plan Confirmation: Alternative Treatment: Holders of Class 3-B Claims that indicate their election for treatment under this option on their Ballot will receive an Allowed Claim in the amount set forth in Exhibit "G" to be paid from the Trust in accordance with the TDP. With respect to any Holder of Class 3-B Claim who elects Alternative Treatment: (i) The Debtor and the Reorganized Debtor will dismiss all pending appeals to the Judgments obtained by the Class 3-B Creditor. (ii) The Claim of the Class 3-B Claimant who elects Alternative Treatment as set forth in the Plan will be discharged as provided in Section 13.2 of the Plan and the election will constitute a waiver of any objection to dischargeability under s 523 of the Code. (iii) Election to receive Alternative Treatment will result in the Claim 3-B Holders receipt of distributions from the Trust when and if distributions are made pursuant to the Trust Agreement and TDP. The claims of Holders of Disputed Class 3-B Creditors who do not opt into Alternative Treatment will remain contingent upon appeals and potentially retrial. In any event, will not receive distributions from the Trust until their Claims are Allowed by Final Order. Class 3-C Unsecured Claims of Insiders and Unsecured Deficiency Claim of PQPR is impaired. All Liability for Class 3-C Claims will be assumed by the Trust and paid in accordance with the TDP from Trust Assets, subject in all respects to pending appeals and defenses and entry of a Final Order Allowing each Class 3-C Claim and only following payment in full of all Allowed Class 3-B Claims. Counsel to the Debtor: Raymond W. Battaglia LAW OFFICES OF RAY BATTAGUA, PLLC 66 Granburg Circle San Antonio, TX 78218 Tel: (210) 601 -9405 E-mail: rbattagiialaw@outlook.com A copy of the Disclosure Statement dated November 18, 2023, is available at https://tinyurl.ph/PlwZG from PacerMonitor.com. 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. FREEDOM PLUMBERS: Hires RoganMillerZimmerman as Local Counsel ------------------------------------------------------------- Freedom Plumbers Corporation received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire RoganMillerZimmerman, PLLC, as its local counsel. The firm's services include: (a) preparing and filing the Debtor's schedules, statements of financial affairs, and other motions and pleadings required in this case; (b) advising the Debtor as to its responsibilities under the Bankruptcy Code; (c) evaluating and preparing a plan of reorganization; (d) negotiating with the Debtor's creditors with respect to the Debtor's reorganization efforts; (f) evaluating and, to the extent necessary, objecting to the various claims against the Debtor's estate; (g) reviewing monthly reports and preparing the same for filing; and, (h) providing such other services as may be required in the administration of the Debtor's estate. Christopher L. Rogan, RoganMillerZimmerman's principal, current hourly rate is $495. RoganMillerZimmerman has no interest adverse to the Debtor or the Debtor's estate and is "disinterested" as that term is defined in Sec. 101(41) of the Bankruptcy Code, according to court filings. The firm can be reached through: Christopher L. Rogan, Esq. ROGANMILLERZIMMERMAN, PLLC 50 Catoctin Circle, NE, Suite 300 Leesburg, VA 20176 Tel: (703) 777-8850 Fax: (703) 777-8854 Email: crogan@RMZLawFirm.com About Freedom Plumbers Freedom Plumbers Corporation filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 23-11654) on Oct. 12, 2023, with $500,001 to $1 million in both assets and liabilities. The Debtor tapped Steven R. Fox, Esq., at The Fox Law Corporation, Inc. as lead bankruptcy counsel and RoganMillerZimmerman, PLLC as local counsel. FROGGY FLATS: Unsecureds to Get up to 30% in Motel's Plan --------------------------------------------------------- Froggy Flats, LLC, submitted a Disclosure Statement for Plan of Liquidation. The primary assets of the estate are: A. Real Property: This property consists of motel property known as East Glacier Motel and Cabins located at 1107 MT Highway 49, East Glacier Park, Montana. This property contains 19 rooms, 11 cabins, six rooms, office building, and land. This property has an approximate value of $685,000. This property is secured to Opportunity Bank NCP East LLC by a Deed of Trust and is owed approximately $400,000. Beth Ann Clark Carette is also secured on the property due to a Deed of Trust and is owed approximately $180,000. All property taxes have been paid through 2022. The first one-half of the 2023 property taxes are due by November 30, 2023. B. Cash on Hand and in the Bank: As of November 15, 2023, Debtor had approximately $100 in a checking account at U.S. Bank. This property has no liens. C. Accounts Receivable: As of September 13, 2023, Debtor had accounts receivable in the amount of $28,495.67. D. Computer Security Cameras: This property has a value of approximately $5,000. This property has no liens. E. Internet Domain Names and Websites: Debtor owns the Internet domain name and website of www.eastglaciermotel.com. This property has a value of approximately $5,000. This property has no liens. F. Motel Furnishings for 19 Units: This property has a value of approximately $60,000. Debtor believes Opportunity Bank may have a lien on this property. East Glacier Motel Management, LLC owns some furnishings and linens used at the motel property and Debtor believes Opportunity Bank does not have a lien on that property. Debtor's values are based on Debtor's experience and past appraisals. The Debtor has sufficient resources to continue operations during the Plan. The Debtor believes the motel will be profitable which will result in a better environment to sell the property. The Debtor expects it will take 2 years or less to sell. Under the Plan Class III consists of Unsecured Claims. Below are the unsecured creditors with their corresponding claims: Expedia - $64,000 Verizon Wireless - $6,000 Internal Revenue Service - $2,231.06 Montana Department of Revenue - $12,014.22 Total: $84,245.28 The real and personal property (motel furnishings) will be listed for sale. In the event the property sells, the proceeds will go first to pay costs of sale (including Realtor fees and costs of closing), then to any property taxes due, then to Opportunity Bank, then to Beth Ann Clark Carette to pay their allowed amounts in full (as set forth above), then to administrative claims, then to priority claims, and then to unsecured allowed claims pro rata. Debtor believes unsecured creditors could receive up to 30% of their claims if the property sells at its value and the other claims do not exceed the expected allowed amount. Accrued interest on the secured claims will have a detrimental effect on the percentage paid to unsecured creditors. If the property does not sale, there would be no equity and unsecured creditors would receive no monies. Class 3 is impaired. Attorney for Debtor: Gary S. Deschenes, Esq. DESCHENES & ASSOCIATES LAW OFFICES 309 First Ave. North P.O. Box 3466 Great Falls, MT 59403-3466 Tel: (406) 761-6112 E-mail: gsd@dalawmt.com A copy of the Disclosure Statement dated November 15, 2023, is available at https://tinyurl.ph/eLONb from PacerMonitor.com. About Froggy Flats Froggy Flats, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mont. Lead Case No. 23-40050) on July 18, 2023. In the petition signed by William H. Stewart, member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Benjamin P. Hursh oversees the case. Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices serves as the Debtor's counsel. G.D. III INC: Affiliate Seeks to Tap Larry Strauss as Tax Advisor ----------------------------------------------------------------- 1401 S. Hanover Street, LLC, an affiliate of G.D. III, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Larry Strauss ESQ, CPA & Associates, Inc. as accountant and tax advisor. The firm will render these services: (a) prepare estate tax returns and other tax related filings; (b) review tax claims to determine if a purpose would be served in objecting to the allowance or the amounts of any such claims; (c) provide other accounting and tax-related services to the Debtor. The hourly rates of the firm's professionals are as follows: Partners $500 Managers $390 Supervisors $345 Seniors $280 Staff $165 Larry Strauss, Esq., CPA, president of Larry Strauss Esq., CPA & Associates, Inc., disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Larry I. Strauss, Esq. LARRY STRAUSS ESQ, CPA & ASSOCIATES, INC. 2310 Smith Avenue Baltimore, MD 21209 Telephone: (410) 484-2142 Facsimile: (443) 352-3282 Email: Larry@LarryStraussESQCPA.com About G.D. III G.D. III, Inc. is a Baltimore-based company engaged in renting and leasing real estate properties. G.D. III filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12393) on May 3, 2022, with $6,500,000 in assets and $7,549,273 in liabilities. On June 15, 2023, 12-16 S. Patterson Park Avenue Development, LLC filed Chapter 11 petition (Bankr. D. Md. Case No. 23-14209), with up to $10 million in both assets and liabilities. The cases are jointly administered under Case No. 22-12393. Judge Michelle M. Harner oversees the cases. G.D. III tapped Timothy Mummert, Esq., at Mummert Law Firm as legal counsel and Richard Fleischer, CPA as accountant. Addison J. Chappell, Esq., at Miles & Stockbridge PC serves as legal counsel for 12-16 S. Patterson Park Avenue Development and Patricia Jefferson, the Chapter 11 trustee appointed in G.D. III's case, while Larry Strauss ESQ, CPA & Associates, Inc. serve as their tax advisor and accountant. G.H. REID: Seeks to Hire Baker & Associates as Bankruptcy Counsel ----------------------------------------------------------------- G.H. Reid Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Baker & Associates as its legal counsel. The Debtor requires legal counsel to: (a) analyze the financial situation, and render advice and assistance to the Debtor; (b) advise the Debtor with respect to its duties; (c) prepare and file legal papers; (d) represent the Debtor at the first meeting of creditors and provide such other services as may be required during the course of the bankruptcy proceedings; (e) represent the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; (f) prepare and file a disclosure statement (if required) and Chapter 11 plan of reorganization; and (g) assist the Debtor in any matters relating to or arising out of its Chapter 11 case. Prior to the filing of the case, the Debtor paid the firm the amount of $6,738. Reese Baker, Esq., an attorney at Baker & Associates, 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: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane, Ste. 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About G.H. Reid Enterprises G.H. Reid Enterprises, LLC filed a petition for Chapter 11 protection (Bankr. S.D. Texas Case No. 23-34381) on Nov. 7, 2023, with as much as $1 million in both assets and liabilities. Albert Ortiz, managing member, signed the petition. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Reese W. Baker, Esq., at Baker & Associates as legal counsel. GABRIEL CUSTOM: Unsecureds to Get Full Payment in 4 Years --------------------------------------------------------- Gabriel Custom Homes, LLC, submitted a Plan of Reorganization and a Disclosure Statement on Nov. 15, 2023. General unsecured creditors are classified in Class VI and will receive a distribution of no less than 100% of their allowed claims, to be distributed over four years. The Debtor currently owns real property located at 1064 Salisbury Ridge Road, Winston Salem, North Carolina ("Real Property"). The Real Property was purchased in 2021 to flip; however, due to the setbacks associated with COIVD, Debor made a business decision to lease the Real Property, in hopes of generating monthly income from the Real Property. The Real Property is currently leased to Tires R Us, LLC ("Tires") pursuant to a written lease agreement whereby Tires pays Debtor $1,800.00 per month for rent and $200.00 for insurance and taxes related to the Real Property. Mr. Gabriel is also the sole member-manager of Tires R Us, LLC which operates a tire shop from the Real Property. Tires purchases commercial tires in bulk and sells those tires to commercial clients. Tires also sells and installs passenger tires. Tires was organized in October 2022; however it has occupied the Real Property since 2021 (operating as a dba). Tires owes Gabriel back rent in the amount of $18,000 and is currently paying $300 per month to Gabriel for back rent. During this Chapter 11 Gabriel has collected rent and payments towards the outstanding A/R (back rent) from its tenant, Tires R Us, LLC. Debtor has made consensual adequate protection payments of $1,800 per month to Trident beginning in July 2023. This Plan of Reorganization contemplates payments to the various classes of creditors using income derived from rental income and from a capital infusion of $3,000.00 from Mr. Gabriel. Under the Plan, Class VI consists of all creditors holding Allowed General Unsecured Claims total $8,407. This Class does not include debts owed to insiders. The Allowed General Unsecured Claims will be paid in full in equal yearly installment payments. The first payment will be due and payable on January 15, 2024 and will be paid on the same day of each year for a period of four years. The Debtor reserves the right to prepay said Claims in the event the funds are available for this purpose prior to payments becoming due. This Class is impaired. The Debtor anticipates, based upon projected rental income and resulting cash flow and the restructuring of current indebtedness, that the Reorganized Debtor will have sufficient funds to pay debt obligations pursuant to the terms specified in this Plan. In addition, Mr. Gabriel shall make a capital infusion of $3,000.00 on or before December 31, 2023 to be distributed pursuant to the terms of the Plan. Attorney for Debtor: Samantha K. Brumbaugh, Esq. IVEY, MCCLELLAN, GATTON & SIEGMUND PO Box 3324 Greensboro, NC 27402 Tel: (336) 274-4658 E-mail: skb@iveymceclellan.com A copy of the Disclosure Statement dated November 15, 2023, is available at https://tinyurl.ph/NjVJC from PacerMonitor.com. About Gabriel Custom Homes Gabriel Custom Homes, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 23-50410) in June 23, 2023, with $100,001 to $500,000 in both assets and liabilities. Samantha K. Brumbaugh, Esq., at Ivey, Mcclellan, Siegmund, Brumbaugh & Mcdonough, LLP, is the Debtor's counsel. GAI VAPE: Court Confirms Plan of Reorganization ----------------------------------------------- Judge G. Michael Halfenger has entered an order confirming the Plan of Reorganization, as modified on November 14, 2023 of debtors GAI Vape, LLC, dba Vape 108, Hunter G. Arms, and William R. Gehrke. GAI Vape, LLC, and Hunter G. Arms and William R. Gehrke submitted a Plan of Reorganization as modified on November 14, 2023. The final Plan payment is expected to be paid five years after the effective date. Secured creditors will be paid over a longer period of time. This Plan is being proposed under subchapter V of chapter 11 of the Code. It proposes to pay creditors of the Debtors from the future and income and cash flow from business operations. Under the Plan, Class 7A – Non- Priority, unsecured claims of GAI Vape total $2,261,143. Creditors will share on a pro-rata basis from a total of $67,500 paid over five years in equal quarterly installments. If the plan is confirmed under s 1191(b), the amount will be reduced by any fees of the Subchapter V Trustee paid for the continuing involvement to monitor distributions. Provided however, that any claim arising from the guaranty of a claim deemed fully secured under the Plan will receive no distribution. Instead, the guaranty will be modified to conform with the terms of the Plan and continue to guaranty the amount of the claim that is deemed to be fully secured. Class 7A is impaired. Class 7B – Non- Priority, unsecured claims of Individuals total $3,167,434. Creditors will share on a pro-rata basis from a total of $138,360 paid in equal quarterly installments of $3,318 for the first two years after the Effective Date and then in quarterly installments of $9,318 for the last three years. In addition, holders of class 7B will share on a pro-rata basis from any federal or state tax return received by the Individuals during the Plan. If the Plan is confirmed under s 1191(b), the amount will be reduced by any fees of the Subchapter V Trustee paid for the continuing involvement to monitor distributions. Provided however, that any claim arising from the guaranty of a claim deemed fully secured under the Plan will receive no distribution. Instead, the guaranty will be modified to conform with the terms of the Plan and continue to guaranty the amount of the claim that is deemed to be fully secured. Class 7B is impaired. Attorneys for the Debtors: Evan P. Schmit, Esq. Nicholas W. Kerkman, Esq. KERKMAN & DUNN 839 N. Jefferson St., Suite 400 Milwaukee, WI 53202-3744 Tel: (414) 277-8200 Fax: (414) 277-0100 Email: eschmit@kerkmandunn.com A copy of the Order dated November 15, 2023, is available at https://tinyurl.ph/NJqlF from PacerMonitor.com. About GAI Vape GAI Vape, LLC, d/b/a Vape 108, owns and operates a retail store located in West Allis, Wisconsin. The Debtor filed a Chapter 11 petition (Bankr. E.D. Wisc. Case No. 23-22644) on June 9, 2023, with $100,001 to $500,000 in assets and liabilities. Judge G. Michael Halfenger oversees the case. Nicholas Kerkman of Kerkman & Dunn is the Debtor's counsel. GENESIS GLOBAL: McDermott Represents Genesis Crypto Creditors ------------------------------------------------------------- The law firm McDermott Will & Emery LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Genesis Global Holdco, LLC and its affiliated debtors, the firm represents the Genesis Crypto Creditors Ad Hoc Group. Each member of the Genesis Crypto Creditors Ad Hoc Group beneficially holds one or more unsecured claims against the Debtors. Additional creditors of the Debtors may become clients of McDermott and members of the Genesis Crypto Creditors Ad Hoc Group and certain members of the Genesis Crypto Creditors Ad Hoc Group may cease to be members in the future. The Members of Genesis Crypto Creditors Ad Hoc Group's nature and amount of disclosable economic interests held in relation to the Debtors are: Member 1; Member 2; Member 3 ($24,546.01); Member 4; Member 5; Member 6; Member 7; Member 8 ($736,589.58); Member 9; Member 10; and Member 11. Counsel to the Genesis Crypto Creditors Ad Hoc Group: MCDERMOTT WILL & EMERY LLP Darren Azman, Esq. Joseph B. Evans, Esq. Lucas Barrett, Esq. One Vanderbilt Avenue New York, NY 10017-3852 Telephone: (212) 547-5400 Facsimile: (212) 547-5444 E-mail: dazman@mwe.com E-mail: jbevans@mwe.com E-mail: lbarrett@mwe.com - and – Gregg Steinman, Esq. 333 SE 2nd Avenue, Suite 4500 Miami, FL 33131-2184 Telephone: (305) 329-4473 Facsimile: (305) 503-8805 E-mail: gsteinman@mwe.com About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC, is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GEX MANAGEMENT: BF Borgers In, Hudgens Out as Auditors ------------------------------------------------------ GEX Management, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the Board of Directors of the Company approved the engagement of BF Borgers CPA PC as the Company's new independent registered public accounting firm. In connection with the selection of Borgers, the Company dismissed Hudgens CPA PLLC as the Company's independent registered public accounting firm. During the years ended December 31, 2021 and 2022 and the subsequent interim period through September 30, 2023, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Hudgens on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hudgens, would have caused Hudgens to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The audit reports of Hudgens on the Company's consolidated financial statements as of and for the years ended December 31, 2021 and 2022 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2022, 2020, 2019, 2018, 2017 and 2016, and the subsequent interim period through September 30, 2023, neither the Company nor anyone on its behalf has consulted Borgers with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the Company that Borgers concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). About GEX Management GEX Management, Inc. -- http://www.gexmanagement.com-- is a provider of business services, consulting and staffing solutions to corporations across the nation. The Company provides both long and short-term consulting and staffing solution services, including corporate consulting, enterprise strategy and technology consulting, enterprise project management; grey, white and blue collar staffing solutions and Human Capital Management (HCM) solution capabilities. GEX Management reported a net loss of $1.13 million for the year ended Dec. 31, 2022, compared to a net loss of $6.21 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $462,814 in total assets, $1.84 million in total liabilities, and a total shareholders' deficit of $1.38 million. Houston, Texas-based Hudgens CPA, PLLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 15, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. GILBERT BARBEE: Taps BT Valuation as Consultant ----------------------------------------------- Gilbert, Barbee, Moore & McIlvoy, PSC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ BT Valuation, Inc. The Debtor's legal counsel requires the assistance of a valuation expert and consultant in the areas of business and asset valuation in connection with a confirmation hearing on the plan of reorganization for mid-December 2023. The hourly rates of the firm's professionals are as follows: Chief executive officer (CEO) $550 Director $450 Senior $350 Manager $275 Analyst $225 In addition, the firm will seek reimbursement for expenses incurred. The firm also requires a retainer in the sum of $10,000. Jeffrey Brewster, CFA, founder of BT Valuation, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey Brewster, CFA BT Valuation, Inc. Telephone: (469) 394-1448 Email: Jeffrey.Brewster@BT-Valuation.com About Gilbert, Barbee, Moore & McIlvoy Gilbert, Barbee, Moore & McIlvoy P.S.C. -- https://www.gravesgilbert.com/ -- is a multi-specialty clinic in Bowling Green, Ky. It was founded in 1937 by Dr. G.Y. Graves and Dr. Tom Gilbert and conducts business under the name Graves Gilbert Clinic. Gilbert, Barbee, Moore & McIlvoy filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 22-10763) on Dec. 29, 2022, with $10 million to $50 million in both assets and liabilities. Steven K. Sinclair, chief financial officer, signed the petition. Judge Joan A. Lloyd oversees the case. The Debtor tapped Stites & Harbison, PLLC and Kaplan Johnson Abate & Bird, LLP as legal counsel and BT Valuation, Inc. as valuation expert and consultant. GLOBAL PROCESSING: Trustee Seeks to Hire Moglia Advisors as Broker ------------------------------------------------------------------ Terry Gibson, the trustee appointed in the Chapter 11 case of Global Processing, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Moglia Advisors as broker. The trustee requires a broker to market and sell the Debtor's Kanawha grain facility and associated equipment on an expedited and limited scope manner, involving the listing of the property, targeted marketing and if necessary, an online auction. Moglia Advisors will receive a base commission of 5 percent of the final sale price, with an add-on of 2 percent if an agreeable purchase offer is closed within 60 days of the court order approving its retention. In the event that a sale occurs with Thriving Acres as the purchaser, the commission will be reduced to 3 percent, subject to a minimum fee that applies to all sales of $40,000. In addition, Moglia Advisors will seek reimbursement for expenses incurred. Alex Moglia, president of Moglia Advisors, 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: Alex Moglia Moglia Advisors 1325 Remington Road, Suite H Schaumburg, IL 60173 Telephone: (847) 884-8282 Facsimile: (847) 884-1188 Email: amoglia@mogliaadvisors.com About Global Processing Inc. Global Processing, Inc. -- http://www.globalprocessing.org/-- supplies customers around the world with value-added, quality, farm-grown food products. The company is based in Kanawha, Iowa. Global Processing filed Chapter 11 petition (Bankr. N.D. Iowa Case No. 22-00669) on Oct. 24, 2022, with $10 million to $50 million in both assets and liabilities. David M. Wilcox, president of Global Processing, signed the petition. Judge Thad J. Collins oversees the case. The Debtor tapped Ronald C. Martin, Esq., at Day Rettig Martin, PC as bankruptcy counsel; Nyemaster Goode, P.C. Law Firm as special litigation counsel; and Gregory DeWeese of DeWeese Consulting, LLC as chief restructuring officer. Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee of unsecured creditors on Dec. 1, 2022. The committee tapped Gislason & Hunter, LLP as its counsel. On Oct. 16, 2023, the U.S. Trustee appointed Terry L. Gibson as trustee in this Chapter 11 case. The trustee tapped Wandro & Associates, PC as his counsel. GLOBAL TEE: Unsecureds to Get $15K Monthly Until Fully Paid in Plan ------------------------------------------------------------------- The Global Tee Company, LLC, submitted a Third Amended Combined Disclosure Statement and Plan of Reorganization under Subchapter v of Chapter 11. The Debtor has twenty-five non-priority, unsecured creditors. The Debtor estimates the amount owed to those creditors is approximately $908,000 dollars, including unsecured portions of the claims of secured and priority creditors. The Plan Proponent's financial projections show that the Debtor will have projected income of at least $23,355 per month to fund the Plan payments.. The final Plan payment is expected to be paid on January 15, 2029. Under the Plan, Class 6 consists of all non-priority unsecured claims allowed under Code s 502. The Debtor estimates the total claims in this Class will be approximately $908,000. This will include the tax penalties on taxes and the unsecured deficiency amount of secured claims. ODK Capital has filed a secured claim. However, it has failed to provide Proof of Perfection of any claimed security interest. Moreover, the Debtor asserts there is no value of ODK's interest in the estate's interest in property. Thus, the claim of ODK Capital is totally unsecured and will be paid as a Class 6 claim. Similarly, the claim of Crown Equipment Corporation will be paid as a Class 6 claim. The claims in this class will be paid in equal monthly installments in the estimated monthly amount of $15,206 commencing Feb. 15, 2024 until the entire allowed amount of each of the claims is paid in full. Class 6 is impaired. The Debtor will implement the Plan by continuation of its business operations and making the payments from its ongoing cash flow. The Debtor will move its operations its current leased location to Mr. Sandberg's 1,200 square foot basement and operate from that location. Mr. Sandberg will not charge the Debtor any rent for use of the space. The Debtor is also considering contracting with a third party to produce its products in lieu of continuing to produce products itself. .Both options will eliminate approximately $20,000 of the monthly expense related to the current location. The Debtor will also reduce its number of employees from 6 employees to 3 employees. This will further reduce the operating expenses. If the Debtor contracts with the third party to produce products the Debtor will further reduce the number of employees. The Debtor will commence payments to creditors under the plan on February 15, 2024 ("Effective Date"). A copy of the a Third Amended Combined Disclosure Statement and Plan of Reorganization dated November 15, 2023, is available at https://tinyurl.ph/obNgJ from PacerMonitor.com. About The Global Tee Company The Global Tee Company, L.L.C., is a manufacturer of women's fitness wearing apparel, which markets the sale of its products through an online marketing program. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-01205) on May 25, 2023. In the petition signed by Scott Sandberg, member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge James W. Boyd oversees the case. Perry Pastula, Esq., at Dunn, Schouten & Snoap, P.C., is the Debtor's legal counsel. GOURMET PLUS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Gourmet Plus, Inc DBA Thatcher's Gourmet Popcorn 705 Bliss Ave. Pittsburg, CA 94565 Business Description: The Debtor is a family owned local popcorn business that started in 1983 as a small retail store in San Francisco. As of today, the Company's 22000 square feet warehouse continue to supply major US stores and specialty gourmet stores. Its popcorn is sold internationally as well such as Canada, Japan, United Kingdom, Germany, Poland and Hong Kong. Chapter 11 Petition Date: November 28, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-41559 Judge: Hon. William J. Lafferty Debtor's Counsel: Lars Fuller, Esq. THE FULLER LAW FIRM PC 60 N Keeble Avenue San Jose, CA 95126 Tel: (408) 295-5595 Email: admin@fullerlawfirm.net Total Assets: $1,132,128 Total Liabilities: $4,156,286 The petition was signed by Abrahim Aboukhalil 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/4ZCGUTA/Gourmet_Plus_Inc__canbke-23-41559__0001.0.pdf?mcid=tGE4TAMA GRIFFON GANSEVOORT: Seeks Court Nod to Sell NY Property for $57.7MM ------------------------------------------------------------------- Griffon Gansevoort Holdings, LLC asked the U.S. Bankruptcy Court for the Southern District of New York for approval to sell real property to Restoration Hardware, Inc. The property is a commercial building subject to a triple net lease with Restoration Hardware. Restoration Hardware offered $57.711 million for the property located at 55 Gansevoort St., New York, New York. Griffon is selling the New York property "free and clear" of all liens, claims, encumbrances and interests, according to its sale contract with Restoration Hardware, which provides for a Dec. 1 target closing date and Dec. 21 outside closing date. As part of the sale, Griffon agreed to assume its tenant lease with Restoration Hardware and then assign it to the buyer. The property is encumbered by a mortgage held by Mishmeret Trust Company Limited, which agreed to defer taking action to effect its remedies under the mortgage to the extent Griffon commenced Chapter 11 case and proceeded promptly to obtain approval of the sale, turn over the net proceeds to the mortgagee and pay all other claims under the company's Chapter 11 plan. "By selling the property in this court, Griffon has ensured payment to general unsecured creditors despite the fact that they are subordinate to the mortgagee," Mark Frankel, Esq., the company's attorney, said in a motion filed in court. As of Nov. 6, Mishmeret holds a claim of $58.7 million. The claim is expected to be reduced to the extent that the proceeds from the sale of the property in the affiliated bankruptcy case of 100 Christopher Street Propco, LLC are distributed to the mortgagee. Judge Philip Bentley is set to hold a hearing on the proposed sale on Dec. 8. About Griffon Gansevoort Holdings Griffon Gansevoort Holdings, LLC owns a commercial building located at 55 Gansevoort St., New York, N.Y. Griffon filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-11771) on Nov. 6, 2023, with $50 million to $100 million in both assets and liabilities. Patrick McCann, vice president, signed the petition. Judge Philip Bentley oversees the case. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP serves as the Debtor's legal counsel. HELIUS MEDICAL: Reports Third Quarter 2023 Financial Results ------------------------------------------------------------ Helius Medical Technologies, Inc. has released its financial results for the quarter ended September 30, 2023. "We are pleased with the tremendous progress we made in the third quarter and recent weeks," said Dane Andreeff, President and Chief Executive Officer of Helius. "We began the third quarter with the successful conclusion of our Patient Therapy Access Program, which expired on June 30. Through PTAP, we sold PoNS to qualifying patients at a significant discount, thereby reducing a major barrier to access while allowing us to add to our ongoing MS patient registry. The registry collects important health economic evidence to establish the value of PoNS on key clinical and therapeutic outcomes, which is critical for third party reimbursement. In September, we opened a second path toward reimbursement in the U.S. by receiving UPC numbers for both the PoNS system and mouthpiece and having the codes listed in the Medi-Span database, as we also continue to pursue HCPCS codes for reimbursement under our DMEPOS accreditation. As a result, we are now in the position to begin negotiating with payers using the UPC codes specific to the PoNS systems and mouthpieces with the listed prices of $25,700 and $7,900, respectively. "We also developed relationships with two important Canadian Healthcare providers, receiving an order for ten PoNS systems from the School of Rehabilitation at the Universite de Montreal as well as a letter of intent from the Québec Ministry of Health and Social Services to purchase thirty PoNS systems to treat gait and/or balance deficit in stroke patients. We believe that evidence from the treatment outcome will support the health economic benefit and cost effectiveness of incorporating PoNS Therapy as a first line treatment for stroke patients. Furthermore, this evidence should provide a valuable benchmark for other Canadian healthcare providers and private payers as they evaluate reimbursement of PoNS Therapy. The data from these clinical application trials will also provide supporting evidence of PoNS Therapy's therapeutic benefit that can strengthen the registrational program for stroke currently ongoing in the U.S." Andreeff continued, "Finally, we were thrilled by the study results from the white paper recently published by Pacific Blue Cross and HealthTech Connex demonstrating that PoNS Therapy can drastically decrease disability in 89% of patients suffering from long-term disability due to chronic TBI and promote a sustainable return to work outcome for approximately 50% of these patients. We believe that these findings will significantly strengthen our reimbursement efforts with Canadian insurance companies and healthcare providers while highlighting the health economic benefit and cost effectiveness of PoNS Therapy as we negotiate coverage with U.S. payers." "With what we've set in motion during 2023, and a cash runway that will take us into the second quarter of next year, we are excited about the road ahead, and the chance to help more people with MS, TBI, and stroke who suffer from balance and gait impairment," concluded Andreeff. Total revenue for the third quarter of 2023 was $143 thousand, a decrease of $53 thousand compared to $196 thousand in the third quarter of 2022, primarily attributable to decreased unit sales of PoNS systems in the U.S. following the termination of the PTAP on June 30, 2023, partially offset by increased net product sales in Canada. Cost of revenue increased to $187 thousand for the three months ended September 30, 2023, compared to $101 thousand for the comparable period in 2022, due to fixed overhead costs, which are primarily comprised of salaries and benefits of employees involved in management of the supply chain and certain production costs. Selling, general and administrative expenses for the third quarter of 2023 were $2.2 million, a decrease of $1.2 million compared to $3.4 million in the third quarter of 2022, primarily the result of a decrease in performance-based stock-based compensation. Research and development expenses for the third quarter of 2023 decreased slightly to $722 thousand, compared to $751 thousand in the third quarter of 2022. Total operating expenses for the third quarter of 2023 decreased to $3.1 million, compared to $4.9 million in the third quarter of 2022. Operating loss for the third quarter of 2023 decreased $1.7 million to a loss of $3.2 million, compared to an operating loss of $4.9 million in the third quarter of 2022. Net loss was $3.7 million for the third quarter of 2023, compared to a net loss of $1.0 million in the corresponding prior year period. The basic and diluted net loss per share for the third quarter was $5.49 per share, compared to a net loss of $2.90 per share for the third quarter of 2022. Cash used in operating activities for the three months ended September 30, 2023 was $2.5 million, a decrease of $1.4 million compared to the third quarter of 2022, reflecting the results of the Company's continued focus on managing cash burn. As of September 30, 2023, the Company had cash of $6.6 million, compared to $14.5 million as of December 31, 2022. The Company also had $0.4 million in proceeds receivable from warrant exercises as of September 30, 2023, and now estimates its cash runway extends into the second quarter of 2024. The Company had no debt outstanding as of September 30, 2023. 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/2nzaau7u About Helius Medical Helius Medical Technologies, Inc. — http://www.heliusmedical.com/ — is a neurotech company in the medical device field focused on neurologic deficits using orally applied technology platform that amplifies the brain's ability to engage physiologic compensatory mechanisms and promote neuroplasticity, improving the lives of people dealing with neurologic diseases. Helius Medical reported a net loss of $14.07 million for the year ended Dec. 31, 2022, compared to a net loss of $18.13 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $13.75 million in total assets, $7.69 million in total liabilities, and $6.07 million in total stockholders' equity. Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 9, 2023, citing that the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital, thus raising substantial doubt about the Company's ability to continue as a going concern. IAMGOLD CORP: Files Draft Buyout Offer for Euro Ressources ---------------------------------------------------------- IAMGOLD Corporation, through its wholly owned subsidiary, IAMGOLD France S.A.S., filed a draft buy-out offer with the Autorite des marches financiers in France to acquire all of the outstanding common shares of EURO Ressources S.A. that IAMGOLD France does not already own for cash consideration of EUR3.50 per EURO Share to be followed immediately by a squeeze-out under French law. IAMGOLD said the Offer Price represents a 6.71% premium based on the closing price of the EURO Shares on the Euronext Paris stock exchange as of 13 November 2023. IAMGOLD France will finance the Offer from existing cash resources. IAMGOLD has appointed Natixis as its Financial Advisor, Presenting and Guaranteeing Bank for the Offer. In connection with the Offer, Norton Rose Fulbright LLP is acting as French counsel to IAMGOLD and Fasken Martineau DuMoulin LLP is acting as Canadian legal counsel to IAMGOLD. A draft offer document prepared in accordance with French law disclosing, among other things, the terms of, and proposed timetable for, the Offer will be available at www.iamgold.com and www.amf-france.org, and under EURO's profile on SEDAR+ www.sedarplus.ca A full-text copy of the Company's report filed on Form 6-K with the Securities and Exchange Commission is available at https://tinyurl.com/488amtv2 About IAMGOLD Corporation Headquartered in Toronto, Canada, IAMGOLD Corporation is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa. In June 2023, S&P Global Ratings revised its outlook on IAMGOLD Corp. to positive from negative and affirmed its 'CCC+' issuer credit rating. At the same time, S&P lowered its issue-level rating on the company's unsecured notes to 'CCC' from 'CCC+' and revised its recovery rating to '5' from '4'. "This reflects our weaker recovery prospects for unsecured claims following the $400 million second-lien term loan issuance, which would rank ahead of the unsecured debt in the company's capital structure," S&P said. S&P noted the outlook revision primarily reflects the company's improved liquidity position, which the ratings firm believes will enable the company to complete the Cote Gold project. IAMGOLD has executed several financing and funding initiatives to bolster its liquidity position and address the funding gap related to the completion of its Cote Gold project since S&P's last rating action in October 2022. In late 2022 and early 2023, the company sold its interest in the Rosebel mine (Suriname) and its West African exploration and development assets, which provided it with close to $600 million of proceeds, with an additional $80 million to $85 million of remaining gross proceeds expected in the second half of 2023. The company's joint-venture (JV) partner on the Cote Gold project, Sumitomo Metal Mining Co. Ltd., provided $250 million of IAMGOLD's share of the funding for the project, which increased its share in the JV to about 40% from 30%. IAMGOLD also issued a $400 million second-lien term loan and used a portion of the proceeds to fully repay the outstanding borrowings under its $490 million revolving credit facility. S&P added, "We estimate IAMGOLD currently has more than $1.1 billion of cash and full availability under its $490 million revolving credit facility following the aforementioned transactions. We believe this will provide it with sufficient liquidity to cover the estimated $460 million-$535 million of remaining capital expenditure (capex) for the Cote Gold project (for IAMGOLD's revised 60% JV share), as well as sustaining capex for its other mines. Additionally, gold prices have averaged more than $1,900 per ounce (/oz) year to date in 2023 and current spot prices (about $1,970/oz) remain well above our $1,700/oz assumption for the rest of the year. If gold prices remain sustainably above our assumptions, it would provide the company with a higher-than-anticipated level of operating cash flow." This would reduce the necessity of using its existing liquidity to finish the Cote Gold project and increase its liquidity buffer until the Cote Gold mine reaches steady state operations. IAMGOLD's gold hedges for 2023-2024, with floor price of $1,700/oz-$1,850/oz, also provide some cash flow protection until it is able to fully ramp-up the production at its Cote mine. In September 2023, Egan-Jones Ratings Company maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by IAMGOLD. IKON WEAPON: Seeks to Hire Decmutant Arms as Consultant ------------------------------------------------------- Ikon Weapon LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Decmutant Arms as consultant. The firm will assist the Debtor in the recovery and transportation of 3,940 gun kits that are subject of the Debtor's Purchase and Sale Agreement with Palmetto State Armory, LLC. The firm will be paid at the rate of $200 per hour, and 5 percent commission of the value of the goods. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Yulek Steven Dec Decmutant Arms Shady Ave 112 Butler, PA 16001 Telephone: (878) 271-4634 About Ikon Weapon LLC Ikon Weapons, LLC, operates as a weapons manufacturer, purchaser, and importer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-10507) on Sept. 2, 2022. In the petition signed by Suliban Deaza, member and manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. John C. Woodman, Esq., at Essex Richards, P.A., is the Debtor's counsel. INFINERA CORP: Fin'l Reports for 2020, 2021 and 2022 Under Review ----------------------------------------------------------------- Infinera Corporation, which has already released its preliminary financial results the third quarter ended September 30, 2023, said in a Form 8-K that the filing of its Quarterly Report on Form 10-Q for the third fiscal quarter ended September 30, 2023, will be delayed. Subsequent to the filing of the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the periods ended April 1, 2023 and July 1, 2023, Ernst & Young LLP, the Company's independent registered public accounting firm, informed the Company that the Public Company Accounting Oversight Board had commenced an inspection of EY's integrated audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2022. Subsequently, EY raised questions regarding the Company's standalone sales price methodology as it relates to revenue allocation between product revenue, which is recognized upon delivery, and certain components of services revenue, which is amortized over a period of time. In addition, EY raised questions regarding the sufficiency of documentation retained by the Company relating to the Company's quote to cash and inventory cycles. As a result of these queries, the Company reexamined its SSP methodology and engaged in a review of management's review procedures related to the Company's quote to cash and inventory cycles. The Company's management has concluded there were material weaknesses in its internal control over financial reporting related to its (i) quote to cash cycle, including the determination of SSP and (ii) inventory cycle as of December 31, 2022, and, as a result, that the Company's internal control over financial reporting was not effective, as of December 31, 2022, and continues to be ineffective, and the Company's two material weaknesses unremediated to date. In addition, the Company's Chief Executive Officer and Chief Financial Officer have concluded the Company's disclosure controls and procedures were not effective as of December 31, 2022 due to the material weaknesses in internal control over financial reporting described, and that Management's Report on Internal Control Over Financial Reporting included in Item 9A of the Form 10-K, and EY's opinion relating to the effectiveness of the Company's internal control over financial reporting as of December 31, 2022, should no longer be relied upon. Additionally, the Company is continuing to assess the potential impacts of the revenue allocations on the Company's consolidated financial statements for 2020, 2021 and 2022, as well as the interim periods through September 30, 2023. At this time, the Company has not fully completed its assessment, and has not yet fully determined the financial impact of any reallocation of revenue within the Affected Periods. The Company has not yet made a determination as to whether there was a material misstatement in its previously filed financial statements or the extent to which revenue was incorrectly allocated between products and services in any of the Affected Periods. The Company is continuing to review its SSP methodology with EY, including to determine the impact of any required reallocation of revenue between products and services between periods and the related impact on the Company's previously reported financial results and the Company's financial results for the third quarter of 2023. Based on its initial evaluation, the Company expects any adjustments to revenue will be shifts in allocation between deferred revenue and revenue recognized upfront, and expects that there will be no lost revenue, only shifts in timing of revenue recognition between accounting periods. EY has not withdrawn its audit report on the consolidated financial statements included in the Form 10-K. The Company intends to delay the filing of the Form 10-Q until the Company completes its assessment of the revenue impacts of its SSP methodology in light of its related material weakness. About Infinera Corp. Headquartered in San Jose, California, Infinera Corp is a provider of networking equipment, software, and services. Egan-Jones Ratings Company on August 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Infinera Corp. INFINERA CORP: Releases Preliminary Q3 2023 Financial Results ------------------------------------------------------------- Infinera Corporation has released its preliminary financial results the third quarter ended September 30, 2023. The Company reported: * Preliminary revenue is expected to be $378 million to $392 million, ahead of the midpoint of the Company's prior outlook of $361 million to $391 million. * The resulting preliminary GAAP gross margin is expected to be 38.4% to 40.7%, ahead of the midpoint of the Company's prior outlook of 36% to 39%. * The resulting preliminary GAAP operating margin is expected to be (1.4%) to 2.2%, ahead of the Company's prior outlook of (8%) to (3%). * The resulting preliminary GAAP EPS is expected to be a loss of ($0.07) to ($0.02), ahead of the Company's prior outlook of a loss of ($0.17) to ($0.09). * Preliminary non-GAAP gross margin is expected to be 40.0% to 42.2%, ahead of the midpoint of the Company's prior outlook of 37.5% to 40.5%, and the preliminary non-GAAP operating margin is expected to be 4.6% to 8.0%, ahead of the Company's prior outlook of (1%) to 4%. * Preliminary non-GAAP net income (loss) per diluted share is expected to be $0.03 to $0.08, ahead of the Company's prior outlook of ($0.06) to $0.02. * Preliminary cash and cash equivalents, including restricted cash, was $127 million. Infinera CEO David Heard said, "The third quarter was another solid quarter for us, with all key preliminary financial metrics -- revenue, gross margin, operating margin, and EPS, expected to be ahead of the midpoint of our outlook range. Bookings were strong in the quarter with a book-to-bill ratio above 1, based on our preliminary revenue range. Furthermore, through the first three quarters of 2023, we expect to report that we have grown revenue, expanded gross margin, and increased operating margin, compared to the same period last year." "Traction across our portfolio remained strong in the quarter. We secured new design wins with major telecom service providers and hyperscale customers for our Systems group and received additional orders for our Subsystems group. We remain confident in our strategy, laser focused on execution and committed to driving meaningful earnings per share expansion in the future," continued Mr. Heard. Infinera's preliminary outlook for the quarter ending December 30, 2023: * Revenue is expected to be $421 million to $451 million. * GAAP gross margin is expected to be 37.3% to 40.4%. Non-GAAP gross margin is expected to be 38% to 41%. * GAAP operating expenses are expected to be $155.3 million to $159.3 million. Non-GAAP operating expenses are expected to be $138 million to 142 million. * GAAP operating margin is expected to be 0.7% to 5.0%. Non-GAAP operating margin is expected to be 5.5% to 9.5%. * GAAP net (loss) or income per diluted share is expected to be $(0.04) to $0.04. Non-GAAP net income per diluted share is expected to be $0.05 to $0.13. 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/mr32rzua About Infinera Corp. Headquartered in San Jose, California, Infinera Corp is a provider of networking equipment, software, and services. Egan-Jones Ratings Company on August 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Infinera Corp. IRONNET INC: Seeks to Hire Riveron RTS as Financial Advisor ----------------------------------------------------------- IronNet, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Riveron RTS, LLC as their financial advisor. The firm's services include: I. Accounting Advisory Services (a) assist with the preparation of financial statements, footnotes, management discussion and analysis, and other financial data/schedules for the inclusion in the Securities and Exchange Commission (SEC) filings (10-Qs) for fiscal Q1, Q2, and Q3 2023; (b) prepare the fiscal year 2023 interim income tax accounting calculations and related disclosures; and (c) assist with other financial advisory matters as requested and as mutually agreed. II. Restructuring Advisory Services: (a) evaluate the short-term Debtors-prepared cash flows and financing requirements of the Debtors as these relate to their Chapter 11 proceedings; (b) assist the Debtors in their Chapter 11 proceedings; (c) assist the Debtors in obtaining court approval for use of cash collateral or other financing including developing forecasts and information; (d) assist the Debtors with respect to its bankruptcy-related claims management and reconciliation process; (e) assist the Debtors in development of a plan of reorganization; (f) assist management, where appropriate, in communications and negotiations with other constituents critical to the successful execution of the Debtors' bankruptcy proceedings; (g) work with the Debtors, as appropriate, and their retained investment banking professionals, to assess any offer(s) made pursuant to Court-approved sale procedures; and (h) other professional services as requested by the Debtors and agreed to by Riveron RTS. The hourly rates of the firm's professionals are as follows: Senior Managing Director $840 - $1,450 Managing Director $675 - $960 Associate Director to Senior Director $525 - $940 Associate to Manager $300 - $535 Paraprofessional $260 In addition, the firm will seek reimbursement for expenses incurred. The Debtors agreed to pay Riveron RTS a retainer in the amount of $250,000. Robert Wagstaff, a managing director at Riveron RTS, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Wagstaff Riveron RTS, LLC 600 Brickell Avenue, Suite 2550 Miami, FL 33131 Telephone: (786) 882-1877 Email: Robert.Wagstaff@riveron.com About IronNet Founded in 2014 and headquartered in McLean, VA, IronNet, Inc. (NYSE: IRNT) -- www.ironnet.com -- is a global cybersecurity Debtor that is transforming how organizations secure their networks by delivering the first-ever collective defense platform operating at scale. Employing a number of former NSA cybersecurity operators with offensive and defensive cyber experience, IronNet integrates deep tradecraft knowledge into its industry-leading products to solve the most challenging cyber problems facing the world today. IronNet reported a net loss of $111.01 million for the fiscal year ended Jan. 31, 2023, compared to a net loss of $242.65 million for the fiscal year ended Jan. 31, 2022. As of Jan. 31, 2023, the Debtor had $33.66 million in total assets, $68.38 million in total liabilities, and a total stockholders' deficit of $34.72 million. IronNet and affiliates concurrently filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11710) on Oct. 12, 2023. In the petitions signed by Cameron Pforr, president and chief financial officer, IronNet disclosed $77,389 in total assets and $33,833,108 in total liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Arnold & Porter Kaye Scholer, LLP as corporate counsel; and Riveron RTS, LLC as financial advisor. Stretto is the claims, noticing and solicitation agent. ISLAND ROOFING: Files Subchapter V Case Amid Lawsuits ----------------------------------------------------- Island Roofing and Restoration LLC, d/b/a Franks Roofing and Spraying, filed for chapter 11 protection in the Middle District of Florida. The Debtor is a Florida limited liability company established in 2021. The Debtor is certified and licensed by the State of Florida. The Debtor is a roofing contractor for residential and commercial properties. The Debtor's headquarters are located at 5570 Enterprise Parkway in Fort Myers, Florida. The Debtor subleases this space from Interface Collaborative Group, LLC, an affiliate of the Debtor. In its petition, the Debtor estimated between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. The Debtor was formed as a Texas limited liability company in November 2017 as Island Roofing, LLC. In October 2021, the Debtor changed its name to Island Roofing and Restoration, LLC, as a Florida limited liability company. The Debtor also owns several fictitious business names, i.e., Franks Roofing and Spraying, Island Roofing & Sheet Metal, and Island Services Roofing HVAC Electrical Plumbing. The Debtor is a roofing contractor providing roof assembly, maintenance plans, service contracts, repairs, coatings, recoveries and reroofs for residential and commercial properties. The Debtor has been awarded "Best Roofing Contractor" for three years running. The Debtor filed a Chapter 11 case in order to reorganize its business and reduce continuing expenses primarily as a result of litigation costs and ongoing disputes. In addition, the Debtor experienced cash flow shortfalls associated with its residential business due to insurance carriers delaying payment on jobs due to Hurricane Ian in September, 2022. The Debtor is a defendant in several litigation matters pending in the Twentieth Judicial Circuit in and for Collier County, Florida as follows: a. NRG2, LLC vs. Island Roofing and Restoration, LLC, Case No. 21-CA-02751; b. PMB Holdings, LLC vs. Island Roofing and Restoration, LLC, Case No. 22-CA-01059; c. Reliant Public Adjusters, LLC vs. Island Roofing and Restoration, LLC, Case No. 22-CA-1581l; d. Reliant Public Insurance Adjusters, LLC vs. Island Roofing and Restoration, LLC, Case No. 22-CA-01583; e. Thomas Caffrey vs. Island Roofing and Restoration, LLC, Case No. 21-CA-02751. The Debtor is also a plaintiff in a litigation matter pending in the United States District Court for the Middle District of Florida titled Island Roofing and Restoration, LLC vs. Empire Indemnity Insurance Company, Case No. 2:21-cv-211-JLB-KCD. The litigation has been pending for several years and the Debtor is seeking in excess of 2 million dollars in damages. On Nov. 9, 2023, the District Court entered the following Order: "Pursuant to Fed. R. Civ. P. 56(f), the Court hereby puts Defendant on notice that it may grant Plaintiff's request for an entry of judgment in its favor on the basis that Plaintiff has made a showing that the "amount actually spent that is necessary to repair or replace the lost or damaged property" exceeds the amount of money that Defendant has already paid. (Doc. [85] at 2, 14-15, 18-19). Defendant is therefore given until November 20, 2023, to respond to the Court's notice. Defendant's response should not exceed fifteen pages. Plaintiff may file a reply, not to exceed fifteen pages, on or before November 30, 2023. Defendant may file a sur-reply, not to exceed five pages, on or before December 7, 2023. No extensions to this briefing schedule will be granted absent extraordinary circumstances." Any award for damages will be committed to the Debtor's reorganization effort. After evaluating alternatives, the Debtor determined that a Subchapter V, Chapter 11 filing provides a forum to remain a going concern, effectively address its current debts and best serve the interests of its creditors, customers, and employees. The Debtor will utilize the Chapter 11 process to reorganize its business efficiently and effectively and make distributions to creditors. About Island Roofing and Restoration Island Roofing and Restoration LLC is a roofing contractor in Fort Myers, FL. Island Roofing and Restoration sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01419) on Nov. 22, 2023. In the petition filed by Jason Martin, as manager, the Debtor reports assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. Ruediger Mueller has been appointed as Subchapter V trustee. The Debtor is represented by: Alberto F Gomez, Jr., Esq. Johnson Pope Bokor Ruppel & Burns, LLP 5570 Enterprise Pkwy Fort Myers, FL 33905 LAKEPORT CF: Gets OK to Hire Craig Stuart Lanza as Special Counsel ------------------------------------------------------------------ Lakeport CF, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire the Craig Stuart Lanza PLLC, as special counsel. The firm will represent the Debtor in the Colorado state court in the case captioned as Lakeport CF, LLC v. Stewart Title Company, Madison Title Agency, LLC, Vivian L. Perla, and Senn Visciano Canges, P.C., Case No. 2021 CV 030030, Division 1, Elbert County District Court, State of Colorado. Lanza will represent Debtor in the Elbert County Title Company Case as co-counsel with Jan L. Hammerman. The firm will be paid at these rates: Craig Stuart Lanza $375/hour Paralegal (Senior) $265/hour As disclosed in the court filings, Craig Stuart Lanza does not hold or represent any interest adverse to Debtor or the Bankruptcy Estate. The firm can be reached through: Craig Stuart Lanza, Esq. Craig Stuart Lanza PLLC 7913 3rd Ave Brooklyn, NY 11209 Phone: (347) 556-9795 About Lakeport CF Lakeport CF, LLC, a company in Elbert County, Colo., filed Chapter 11 petition (Bankr. D. Colo. Case No. 22-11941) on May 31, 2022, with $10 million to $50 million in both assets and liabilities. Judge Michael E. Romero oversees the case. Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, PC and Fairfield and Woods P.C. serve as the Debtor's bankruptcy counsel and special counsel, respectively. LAKEPORT CF: Gets OK to Hire Jan L. Hammerman as Special Counsel ---------------------------------------------------------------- Lakeport CF, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire the Law Office of Jan L. Hammerman as its special counsel. The firm will represent the Debtor in the Colorado state court civil action Lakeport CF, LLC, v. Stewart Title Company, Madison Title Agency, LLC, Vivian L. Perla, and Senn Visciano Canges, P.C. The firm's current rate is $185 per hour. As disclosed in court filings, Jan L. Hammerman Law Office represents no interest adverse to the estate in the matter upon which it is to be engaged for the Debtor, according to court filings. The firm can be reached through: Jan L. Hammerman, Esq. LAW OFFICE OF JAN L. HAMMERMAN PO Box 3446 Englewood, CO 80155 Telephone: (720) 261-8013 Email: jlhammerman111@msn.com About Lakeport CF Lakeport CF, LLC, a company in Elbert County, Colo., filed Chapter 11 petition (Bankr. D. Colo. Case No. 22-11941) on May 31, 2022, with $10 million to $50 million in both assets and liabilities. Judge Michael E. Romero oversees the case. Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, PC and Fairfield and Woods P.C. serve as the Debtor's bankruptcy counsel and special counsel, respectively. LILIUM N.V.: Hires Seabury as Financial Advisor ----------------------------------------------- Lilium N.V. disclosed in a Form 6-K filed with the Securities and Exchange Commission that commencing in December 2023, Lilium has engaged Seabury Securities (UK) Limited and Seabury Capital Management LLC for the provision of financial advisory services with a focus on developing strategic relationships in the Middle East, subject to customary terms and conditions for an engagement of this nature. The Company's director, Henri Courpron, is vice chairman of Seabury Aviation Partners, an affiliate of Seabury, which provides airline advisory and investment banking services. The Engagement will continue until Dec. 1, 2024. Seabury will be entitled to receive customary retainer fees and success fees upon the closing of qualifying transactions. About Lilium Lilium (NASDAQ: LILM) -- www.lilium.com -- is creating a sustainable and accessible mode of high-speed, regional transportation for people and goods. Using the Lilium Jet, an all-electric vertical take-off and landing jet, designed to offer leading capacity, low noise, and high performance with zero operating emissions, Lilium is accelerating the decarbonization of air travel. Working with aerospace, technology, and infrastructure leaders, and with announced sales and indications of interest in Europe, the United States, China, Brazil, UK, and the Kingdom of Saudi Arabia, Lilium's 800+ strong team includes approximately 450 aerospace engineers and a leadership team responsible for delivering some of the most successful aircraft in aviation history. Founded in 2015, Lilium's headquarters and manufacturing facilities are in Munich, Germany, with teams based across Europe and the U.S. Munich, Germany-based PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 28, 2023, citing that he Company has incurred recurring losses from operations since its inception and expects to continue to generate operating losses that raise substantial doubt about its ability to continue as a going concern. LILIUM N.V.: Registers 5M Class A Shares for Potential Resale ------------------------------------------------------------- Lilium N.V. filed a Form F-3 registration statement with the Securities and Exchange Commission relating to the offer and sale from time to time by Palantir Technologies Inc. or its permitted transferees of up to 5,000,000 of the Company's class A ordinary shares, nominal value EUR0.01 per share, issued to Palantir pursuant to a Share Issuance Agreement. This prospectus also covers any additional securities that may become issuable by means of share splits, share dividends or other similar transactions. This prospectus provides a general description of the Class A Shares and the general manner that the selling securityholder may offer or sell the securities. More specific terms of any Class A Shares that the selling securityholder may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the Class A Shares being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. All of the Class A Shares offered by the selling securityholder pursuant to this prospectus will be sold by the selling securityholder for its own account. The Company will not receive any proceeds from the sale of Class A Shares by the selling securityholder. However, the Company will pay the expenses, other than any underwriting discounts and commissions, associated with the sale of Class A Shares pursuant to this prospectus. The Company is registering the Class A Shares described above for resale pursuant to the selling securityholder's registration rights under the Share Issuance Agreement. The Company's registration of the Class A Shares covered by this prospectus does not mean that the selling securityholder will offer or sell any of the Class A Shares. The selling securityholder may offer and sell the Class A Shares covered by this prospectus in a number of different ways and at varying prices. The Company will pay certain expenses associated with the registration of the Class A Shares covered by this prospectus. The Company's Class A Shares are listed on the Nasdaq Global Select Market under the symbol "LILM." On Nov. 22, 2023, the closing sale price as reported on Nasdaq of the Company's Class A Shares was $0.83 per share. A full-text copy of the Registration Statement is available for free at: https://www.sec.gov/Archives/edgar/data/1855756/000110465923120983/tm2331280d2_f3.htm About Lilium Lilium (NASDAQ: LILM) -- www.lilium.com -- is creating a sustainable and accessible mode of high-speed, regional transportation for people and goods. Using the Lilium Jet, an all-electric vertical take-off and landing jet, designed to offer leading capacity, low noise, and high performance with zero operating emissions, Lilium is accelerating the decarbonization of air travel. Working with aerospace, technology, and infrastructure leaders, and with announced sales and indications of interest in Europe, the United States, China, Brazil, UK, and the Kingdom of Saudi Arabia, Lilium's 800+ strong team includes approximately 450 aerospace engineers and a leadership team responsible for delivering some of the most successful aircraft in aviation history. Founded in 2015, Lilium's headquarters and manufacturing facilities are in Munich, Germany, with teams based across Europe and the U.S. Munich, Germany-based PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has incurred recurring losses from operations since its inception and expects to continue to generate operating losses that raise substantial doubt about its ability to continue as a going concern. LION STAR NACOGDOCHES: Court OKs $10MM DIP Loan, Cash Collateral ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Lion Star Nacogdoches Hospital, LLC, d/b/a Nacogdoches Memorial Hospital, to use cash collateral and obtain postpetition financing, on an interim basis. eCapital Healthcare Corp., the Debtor's prepetition lender, has committed to provide up to $10 million in postpetition secured financing. Under the Interim Order, the Debtor is permitted to borrow from eCapital up to the interim amount of $2 million plus $4.8 million to be rolled up from the Debtor's pre-bankruptcy debt. The DIP loan proceeds will be used solely as expressly provided in the Interim Order and the Interim DIP Budget. eCapital provided revolving credit and other financial accommodations to the Debtor pursuant to a Credit and Security Agreement, dated as of July 16, 2021. The Pre-Petition Credit Facility provided the Debtor with, among other things, the Revolving Loan Commitments. As of the date of filing of the Chapter 11 Case, the aggregate principal amount outstanding under the Pre-Petition Credit Facility was not less than $4.7 million. The Debtor granted to eCapital, for the benefit of itself, a first priority security interest in and continuing lien on the PrePetition Collateral, subject only to the Permitted Liens. As adequate protection for the use of cash collateral, the Pre-Petition Lender is granted a continuing, valid, binding, enforceable, and perfected postpetition security interests in and liens on all DIP Collateral. The Adequate Protection Liens will be subject to the Carve-Out and will otherwise be junior (in order of priority) only to the DIP Liens. The Adequate Protection Liens will otherwise be senior to all other security interests in or liens on any of the Debtor's assets. Subject and subordinate to the Carve-Out, as further adequate protection of the interests of the PrePetition Lender in the Pre-Petition Collateral against any Diminution in Value, the Pre-Petition Lender is granted as and to the extent provided by 11 U.S.C. section 507(b) an allowed superpriority administrative expense claim in each of the Chapter 11 Case and any successor cases. The Debtor's authorization to use the DIP Facility will immediately terminate upon the occurrence of a "Termination Event," which means the earliest to occur of: (i) 30 days after the entry of the Interim Order; (ii) the expiration of five business days following the provision of written notice to the Debtor (with a copy of such notice provided to counsel for the Debtor and the U.S. Trustee) upon the occurrence of an Event of Default and such Event of Default remains uncured at the expiration of such Default Notice Period unless the Bankruptcy Court determines no such Event of Default has occurred following the filing of a motion or proceeding during such Default Notice Period requesting such a determination; (iii) the occurrence of a Maturity Date as that term is defined in the DIP Facility Documents, and (iv) the date on which neither the Interim Order nor the Final Order is in full force and effect. A final hearing on the matter is set for Dec. 20 at 2:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=pwPgYg from PacerMonitor.com. About Lion Star Nacogdoches Hospital Lion Star Nacogdoches Hospital provides healthcare services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-43535) on November 17, 2023. In the petition signed by Sean Fowler, its chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, represents the Debtor as legal counsel. LIVEONE INC: Continues to Explore Options, Q2 FY2024 Results Filed ------------------------------------------------------------------ LiveOne, Inc. has released its operating and financial highlights and results for the second quarter and six months ended September 30, 2023. LiveOne's CEO and Chairman, Robert Ellin, commented, "We are thrilled that the momentum in our key operating businesses continues to deliver hockey stick growth across all metrics. We expect to deliver records results in the current third quarter. In addition, the recent extension with Tesla as well as 18 new podcasts this year alone provides extraordinary confidence that Fiscal 2025 will be another record-breaking year. Mr. Ellin, continued, "Our recent focus on new B-to-B initiatives has delivered 27 potential blue-chip partners across five verticals and growing that could deliver substantial revenue opportunities." Recent and Q2 Fiscal 2024 Highlights include: * Paid members as of September 30, 2023 was 2.4 million, a net increase of 679K, or 38%, as compared to the prior year. Total members including free ad-supported memberships was approximately 3.3 million at September 30, 2023.** * PodcastOne was 10th in PODTRAC's Podcast Industry Top Publishers Rankings for October 2023 with a U.S. Unique Monthly Audience of ~6 million and Global Downloads and Streams of ~34.5 million. * Entered into talent and other agreements to acquire certain former Kast Media podcast shows in all-stock transactions, which is expected to increase annual consolidated revenue for PodcastOne by up to $10 million and is anticipated to be accretive to Adjusted EBITDA*. * As previously announced in January 2021, with the assistance of J.P. Morgan, LiveOne is continuing a process to explore strategic alternatives to enhance shareholder value. Potential alternatives may include, among others, a strategic acquisition, divestiture, merger, sale or other form of business combination. There can be no assurance that LiveOne's efforts will result in a specific transaction or any particular outcome or its timing. For Q2 Fiscal 2024, LiveOne posted revenue of $28.5 million, a 21% increase as compared to $23.5 million in the same period in the prior year. Slacker revenue was a record $16.4 million, a 29% increase compared to revenue of $12.7 million in the second fiscal quarter for its fiscal year ended March 31, 2023 ("Q2 Fiscal 2023"). PodcastOne revenue was $10.5 million, a 24% increase compared to revenue of $8.5 million in Q2 Fiscal 2023. Q2 Fiscal 2024 Operating Loss was ($2.5) million compared to Operating Loss of ($1.0) million in Q2 Fiscal 2023. The $1.5 million increase in Operating Loss was largely a result of an increase in operating expenses associated with transaction related costs for the PodcastOne spin-out. Q2 Fiscal 2024 Adjusted EBITDA* of $2.8 million decreased as compared to Q2 Fiscal 2023 Adjusted EBITDA* of $4.4 million, which was primarily driven by settlements in the prior period. Q2 Fiscal 2024 Adjusted EBITDA* was comprised of Slacker Adjusted EBITDA* of $5.0 million and PodcastOne Adjusted EBITDA* of $0.1 million. Capital expenditures for Q2 Fiscal 2024 totaled approximately $0.7 million, which were driven by capitalized software costs associated with development of LiveOne's integrated music player. 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/46wws8ex About LiveOne Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne reported a net loss of $10.02 million for the year ended March 31, 2023, compared to a net loss of $43.91 million for the year ended March 31, 2022. As of March 31, 2023, the Company had $65.89 million in total assets, $62.07 million in total liabilities, $4.83 million in redeemable convertible preferred stock, and a total stockholders' deficit of $1.01 million. Los Angeles, CA-based Macias Gini & O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated June 29, 2023, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency. These matters raise substantial doubt about the Company's ability to continue as a going concern. LIVEONE INC: November 2023 Investor Presentation Filed ------------------------------------------------------ LiveOne, Inc. has released its November 2023 Investor Presentation. The Company intends, from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences the Company's Corporate Presentation. The presentation includes descriptions about the intent, belief, or current expectations of the Company and its management about future performance and results. Financial Highlights include: * Reported Q2 FY2024 (ended 9/30/2023) Consolidated Revenue of $28.5M and Adjusted EBITDA of $2.8M * Reported 1st six months FY2024 (ended 9/30/2023) Consolidated Revenue of $56.3M and Adjusted EBITDA of $5M * Full FY2024 (ending 3/21/2024) Guidance for Consolidated Revenue of $114M - $120M and Adjusted EBITDA of $12M - $16M * Audio Division (Slacker and PodcastOne) Reported 1st Six Months FY2024 Revenue of $52.6M and Adjusted EBITDA of $10.4M * Raised Audio Division Full FY2024 Guidance for Revenue of $105M - $110M and Adjusted EBITDA of $18.5M - $21M * Record Consolidated Adjusted EBITDA of $10.9M for Full FY2023 - a $24.4M Improvement - Revenue of $99.6M * Repurchased 3.2 million shares of common stock under its Share Stock Repurchase Program as of September 13, 2023, leaving capacity to repurchase an additional ~ $5M worth of shares * Shares of common stock outstanding as of August 10, 2023 was 90.2 million * Analyst Coverage: ROTH, Ladenburg, and Alliance Global Partners Investment Highlights include: * Reported Q2 Fiscal Year 2023 (ended 9/30/2023) Consolidated Revenue of $28.5M and Adjusted EBITDA of $2.8M * Full-Year Fiscal 2024 (ending 3/21/2024) Guidance for Consolidated Revenue of $144 - $120M and Adjusted EBITDA of $12M - $16M * Posted Record Consolidated Adjusted EBITDA of $10.9M for full Fiscal Year 2023 (ended 3/31/2023) - a $24.4M Improvement * Completed Spinout of PodcastOne (Nasdaq: PODC) as a Separate Public Company with Special Dividend of PodcastOne Shares to LiveOne Shareholders * Tesla is Largest Customer as Nearly Every New Tesla Sold in U.S. Comes with a LiveOne Membership Paid by Tesla * Multiple membership records as total members grew to 3.3M with 2.4M paid members at 9/30/23. Paid Members increased 686K, or 38% Year-Over-Year * LiveOne Increased its Share Buyback to $8.5M, Having Repurchased 3.2M Shares, Leaving $5M Capacity to Repurchase an Additional Shares. * 24.5% Institutional Ownership on 6/29/2023, with Fidelity owning 6.9 million shares. -- In addition, insiders own 20% of all shares. 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/2ency7k4 About LiveOne Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne reported a net loss of $10.02 million for the year ended March 31, 2023, compared to a net loss of $43.91 million for the year ended March 31, 2022. As of March 31, 2023, the Company had $65.89 million in total assets, $62.07 million in total liabilities, $4.83 million in redeemable convertible preferred stock, and a total stockholders' deficit of $1.01 million. Los Angeles, CA-based Macias Gini & O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated June 29, 2023, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency. These matters raise substantial doubt about the Company's ability to continue as a going concern. LUZ MA AESTHETICS: Hires Lashbrook Fasano as Accountant ------------------------------------------------------- Luz Ma Aesthetics, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Lashbrook, Fasano & Patterson, P.A. as accountant. The firm will assist Debtor in preparing Monthly Operating Reports, financial statements related to the Monthly Operating Reports, bank account reconciliation, preparation of Federal and State payroll tax reports and handling of routine tax authority matters. The firm will be paid at the rates of $250 per quarter for Preparing Monthly Operating Reports; and $350 per hour for preparing annual personal and corporate Federal and State income tax returns. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David J. Fasano, a partner at Lashbrook Wollard & Fasano, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David J. Fasano, CPA Lashbrook Wollard & Fasano, P.A. 3201 Griffin Road, Suite 400 Fort Lauderdale, FL 33312 Telephone: (954) 581-8112 Facsimile: (954) 581-2554 Email: info@lbrook.com About Luz Ma Aesthetics, Inc. Luz Ma Aesthetics Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14986) on June 27, 2023. In the petition signed by Luz Marin, president, the Debtor disclosed under $1 million in both assets and liabilities. Judge Corali Lopez-Castro oversees the case. Chad Van Horn, Esq., at Van Horn Law Group, PA represents the Debtor as counsel. MEGNA PACIFIC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Megna Pacific Dreams at Woodland Hills, Inc. 8740 Winnetka Avenue Northridge, CA 91324 Business Description: The Debtor owns a single family residence located at 20142 Santa Rita Street, Woodland Hills, CA having a comparable sale value of $2.5 million. Chapter 11 Petition Date: November 28, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-11676 Judge: Hon. Martin R. Barash Debtor's Counsel: Mark T. Young, Esq. DONAHOE YOUNG & WILLIAMS LLP 25152 Springfield Court, Ste. 345 Valencia, CA 91355-1081 Tel: 661-259-9000 Fax: 661-554-7088 Email: myoung@dywlaw.com Total Assets: $2,501,210 Total Liabilities: $2,271,418 The petition was signed by Mahmud Ulkarim as president. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VEFKUPQ/Megna_Pacific_Dreams_at_Woodland__cacbke-23-11676__0001.0.pdf?mcid=tGE4TAMA MILLTOO LLC: Seeks to Hire Steel & Company Law Firm as Counsel -------------------------------------------------------------- Milltoo, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Steel & Company Law Firm. The Debtor requires legal counsel to: (a) monitor the Debtor's Chapter 11 case; (b) advise the Debtor of its obligations and duties; (c) execute the Debtor's decisions by filing with the court motions, objections, and other relevant documents; (d) appear before the court; (e) assist the Debtor in the administration of the Chapter 11 case; and (f) take such other actions as are necessary to protect the rights of the Debtor's estate. The hourly rates of the firm's counsel and staff are as follows: Attorney - Principal $365 Attorney - Associate $150 Paralegals $50 Law Clerks $25 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the Debtor's principal provided the firm with a retainer in the aggregate amount of approximately $7,500. Michael Steel, Esq., an attorney at Steel & Company Law Firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael A. Steel, Esq. Steel & Company Law Firm 2950 West Market Street, Suite G Fairlawn, OH 44333 Telephone: (330) 223-5050 Email: msteel@steelcolaw.com About Milltoo LLC Milltoo LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-51617) on Nov. 20, 2023, listing up to $1 million in both assets and liabilities. Judge Alan M. Koschik oversees the case. Michael A. Steel, Esq., at Steel & Company Law Firm serves as the Debtor's counsel. MIVA INSURANCE: Gets 45 More Days for Plan and Disclosures ---------------------------------------------------------- Judge Maria De Los Angeles Gonzalez has entered an order granting Miva Insurance Corp.'s request for an extension of time of 45 days, until Jan. 7, 2024, of the deadline to file the Disclosure Statement and the Plan of Reorganization. The Debtor also requested that the deadline to procure the votes under the Plan be extended for a term of 60 days after the order granting the conditional approval of the Disclosure Statement and the confirmation hearing date is entered. In seeking an extension, the Debtor explained that it needs additional time to continue the negotiation of a viable Plan of Reorganization and prepare adequate information for the Disclosure Statement. The Debtor prefers to solicit votes once the holiday season has concluded. About MIVA Insurance Corp. MIVA Insurance Corp. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-00731) on March 13, 2023, with as much as $1 million in both assets and liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. Javier Vilarino, Esq., at Vilarino & Associates, LLC, is the Debtor's counsel. MOBIQUITY TECHNOLOGIES: Chairman Increases Equity Stake to 60.2% ---------------------------------------------------------------- Gene Salkind disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Nov. 7, 2023, he beneficially owned 3,456,425 shares of common stock of Mobiquity Technologies, Inc., representing 60.2 percent of the Shares outstanding. Dr. Salkind is Chairman of the Board of the Issuer and a principal stockholder. The purpose of the transaction is to increase the Company's stockholders equity over $2.5 million to ensure compliance with NASDAQ Capital Market maintenance requirements and to provide working capital to the Issuer. Dr. Salkind, his wife, and a family trust beneficially own 448,535 common shares of the Issuer and Series G Preferred Stock convertible into 3,007,890 common shares for an aggregate beneficial ownership interest of 60.2%. The foregoing excludes outstanding warrants owned by him to purchase 96,100 common shares at exercises prices of at least $60 per share. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1084267/000168316823008280/0001683168-23-008280-index.htm About Mobiquity Technologies Inc. Headquartered in Shoreham, NY, Mobiquity Technologies, Inc., is a next-generation advertising technology, data compliance and intelligence company which operates through its various proprietary software platforms. The Company's product solutions are comprised of three proprietary software platforms: Advertising Technology Operating System (ATOS Platform); Data Intelligence Platform; and Publisher Platform for Monetization and Compliance. Mobiquity reported a net loss of $8.06 million in 2022, compared to a net loss of $18.33 million in 2021. As of Dec. 31, 2022, the Company had $2.63 million in total assets, $2.65 million in total liabilities, and a total stockholders' deficit of $10,830. Palm Beach Gardens, FL-based D. Brooks & Associates, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred operating losses, has incurred negative cash flows from operations and has an accumulated deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. MOJ REALTY: Dec. 28 Plan Confirmation Hearing Set ------------------------------------------------- Judge Catherine Peek McEwen has entered an order conditionally approving the Disclosure Statement of MOJ Realty, LLC. The Bankruptcy Court will conduct a hearing on confirmation of Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on Dec. 28, 2023 at 2:30 PM in Tampa, FL - Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than 8 days before the date of the Confirmation Hearing. Objections to confirmation will be filed and served no later than 7 days before the date of the Confirmation Hearing. About MOJ Realty MOJ Realty, LLC, a Single Asset Real Estate, operates a mobile home park in Valrico, Florida. MOJ Realty filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 23-01259) on March 31, 2023. In the petition signed by William A. Guzman, managing member, the Debtor disclosed $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Leon Williamson, Esq. of LAW OFFICE OF LEON A. WILLIAMSON, JR., P.A., is the Debtor's counsel. MONICATTI AUTO: Double Vision Proposes Sale Plan ------------------------------------------------ The debtor, Double Vision Holdings, LLC, an affiliate of Monicatti Auto Sales, LLC, proposed a Combined Plan of Liquidation and Disclosure Statement. The Debtor owns real property commonly known as 55800 New Haven Road, Chesterfield, MI 48051. During the pendency of the Case, the Debtor filed a motion to implement bid procedures for the Debtor's real property. The sale motion remains pending at the time of the filing of the Plan; however, it seeks to sell the Real Property pursuant to, inter alia, 11 U.S.C. Sec. 363(f) via an auction process with a minimum sale price of $2,600,000. Class V consists of the Holders of Allowed Unsecured Claims. The Debtor estimate that Non-Priority Unsecured Creditors are owed $26,347 in the aggregate; filed Non-Priority Unsecured Claims total $11,740. Neither pre-confirmation interest nor post-confirmation interest on Allowed Class V Claims will be paid. In the event that all Holders of Allowed Class I through Class IV Claims are paid in full, a Creditor in this Class will receive a pro rata distribution incident to its allowed Unsecured Claim on the Distribution Date. This Class is impaired. On the Effective Date, all of the Debtor's rights, titles, and interests in and to all Assets shall revest in the Liquidating Debtor to be operated and distributed by the Liquidating Debtor pursuant to the provisions of this Plan. All of the tangible Assets of the Debtor will be held in the Stevenson & Bullock, P.L.C. IOLTA Account and will include, inter alia, the sale proceeds from the sale of the Real Property, any receivables, and any cash equivalents not otherwise sold pursuant to an order of the Court in the Case, and any recoveries from Avoidance Actions. The Liquidating Debtor shall have full responsibility for maintaining and preserving all of the Assets and any other assets or interests of the Debtor and Liquidating Debtor until all disbursements are made in accordance with the provisions of the Plan. Upon entry of the Confirmation Order, Stevenson & Bullock, P.L.C. shall be authorized to make such distributions pursuant to this Plan. Counsel for the Debtor: Elliot G. Crowder, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive, Suite 500 Southfield, MI 48034 Tel: (248) 354-7906 Fax: (248) 354-7907 E-mail: ecrowder@sbplclaw.com A copy of the Combined Plan of Liquidation and Disclosure Statement dated November 22, 2023, is available at https://tinyurl.ph/bkKWz from PacerMonitor.com. About Monicatti Auto Sales Monicatti Auto Sales, LLC is a seller of pre-owned vehicles in New Baltimore, Mich. Monicatti Auto Sales and Double Vision Holdings, LLC filed voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-47427) on Aug. 24, 2023. In the petitions signed by Michael Monicatti, member, Monicatti Auto Sales disclosed up to $100,000 in assets and up to $10 million in liabilities while Double Vision Holdings disclosed up to $10 million in both assets and liabilities. Judge Thomas J. Tucker oversees the cases. Elliot G. Crowder, Esq., at Stevenson & Bullock, PLC, is the Debtors' legal counsel. MY GEORGIA PLUMBER: Seeks to Hire Jones & Walden as Legal Counsel ----------------------------------------------------------------- My Georgia Plumber, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden, LLC as its legal counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations; (d) consulting with and representing the Debtor with respect to a Chapter 11 plan; (e) performing legal services incidental and necessary to the day-to-day operations of the Debtor's business; and (f) taking all other actions incident to the proper preservation and administration of the Debtor's estate and business. The firm's current fee rates are $250 to $450 per hour for attorneys and $110 to $200 per hour for paralegals and law clerks. Cameron McCord, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Cameron M. McCord, Esq. 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: cmccord@joneswalden.com About My Georgia Plumber, Inc. My Georgia Plumber, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61266) on November 13, 2023. The petition was signed by Katrina Rief-Derrico as CEO. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Cameron M. McCor, Esq. at JONES & WALDEN, LLC represents the Debtor as counsel. NATIONAL PAVER: Hires Fuller Law Firm PC as Counsel --------------------------------------------------- National Paver Systems Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ The Fuller Law Firm, P.C. as counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all legal papers; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, disclosure statement, and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) advise the Debtor in connection with the possible sale or any possible re-finance of its assets; (g) appear before the court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. The firm will be paid as follows: Lars T. Fuller, Attorney $505 per hour Joyce Lau, Attorney $395 per hour Rodrigo Franco, Certified Paralegal $125 per hour The firm received from the Debtor a retainer of $20,000. In addition, the firm will seek reimbursement for expenses incurred. Lars Fuller, Esq., an attorney at The Fuller Law Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lars T. Fuller, Esq. The Fuller Law Firm, PC 60 No. Keeble Ave. San Jose, CA 95126 Telephone: (408) 295-5595 Facsimile: (408) 295-9852 Email: admin@fullerlawfirm.net About National Paver Systems Inc. National Paver Systems, Inc. filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-41339) on Oct. 16, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Charles Novack oversees the case. Lars T. Fuller, Esq., at The Fuller Law Firm represents the Debtor as bankruptcy counsel. NEBRASKA HUMIC: Case Summary & Three Unsecured Creditors -------------------------------------------------------- Debtor: Nebraska Humic Company, LLC 7 Cappell Dr. Box 787 McCook, NE 69001 Business Description: The Debtor owns a 5.79 acres property valued at $600,000. Chapter 11 Petition Date: November 28, 2023 Court: United States Bankruptcy Court District of Nebraska Case No.: 23-41122 Debtor's Counsel: John A. Lentz, Esq. LENTZ LAW, PC, LLO 650 J St., Ste 215B Lincoln NE 68508 Tel: 402-421-9676 Email: john@johnlentz.com Total Assets: $1,293,603 Total Liabilities: $883,927 The petition was signed by Tracey J. Sis as authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7MOCCWI/Nebraska_Humic_Company_LLC__nebke-23-41122__0001.0.pdf?mcid=tGE4TAMA NEKTAR THERAPEUTICS: Incurs $45.8MM Net Loss in 2023 3rd Quarter ---------------------------------------------------------------- Nektar Therapeutics filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $45.8 million on $24.1 million in total revenues for the three months ended September 30, 2023, compared to a net loss of $59.0 million on $23.6 million in total revenues for the same period in 2022. Nektar Therapeutics posted a net loss of $233.9 million on $66.2 million in total revenues for the nine months ended September 30, 2023, compared to a net loss of $308.5 million on $70.0 million in total revenues for the same period in 2022. Cash and investments in marketable securities at September 30, 2023, were $372.7 million as compared to $505 million at December 31, 2022. Nektar's cash and marketable securities are expected to support strategic development activities and operations into the middle of 2026. "We've made significant progress across our pipeline, including initiating a Phase 2b atopic dermatitis study in October and completing plans to start a Phase 2b alopecia areata study in early 2024," said Howard W. Robin, President and CEO of Nektar. "These two studies position us for important and transformative data readouts for rezpegaldesleukin in the first half of 2025. In September, we signed a new clinical study collaboration with cell therapy leader, Cellular Biomedicine Group, who will evaluate NKTR-255 in combination with CBMG's tumor-infiltrating lymphocyte therapy in advanced non-small cell lung cancer. This study is an example of the potential of NKTR-255 in combination with a range of cell therapies in liquid and solid tumors. Finally, we will end this year in a strong financial position with at least $320 million in cash and investments which provides us with a cash runway into the middle of 2026." A Summary of the Company's Financial Results: * Revenue in the third quarter of 2023 was $24.1 million as compared to $23.6 million in the third quarter of 2022. Revenue for the first nine months of 2023 was $66.2 million as compared to $70.0 million in the first nine months of 2022. * Total operating costs and expenses in the third quarter of 2023 were $69.0 million as compared to $77.9 million in the third quarter of 2022. Total operating costs and expenses in the first nine months of 2023 were $296.4 million as compared to $393.7 million in the first nine months of 2022. The reduction in operating costs and expenses for both the third quarter and the first nine months of 2023 were due to decreases in research and development expenses, general and administrative expense and restructuring, impairment and costs of terminated program. For the first nine months of 2023, these decreases were partially offset by $76.5 million in non-cash goodwill impairment. * R&D expense in the third quarter of 2023 was $24.1 million as compared to $33.6 million for the third quarter of 2022. For the first nine months of 2023, R&D expense was $84.2 million as compared to $183.6 million in the first nine months of 2022. R&D expense decreased for both the third quarter and first nine months of 2023 due to the wind down of the bempegaldesleukin program. * G&A expense was $21.1 million in the third quarter of 2023 as compared to $22.5 million in the third quarter of 2022. For the first nine months of 2023, G&A expense was $60.1 million as compared to $70.4 million in the first nine months of 2022. G&A expense decreased for both the third quarter and first nine months of 2023 due to the wind down of the bempegaldesleukin program. * Restructuring, impairment and costs of terminated program were $11.4 million in the third quarter of 2023 as compared to $16.8 million in the third quarter of 2022. The amount for the third quarter of 2023 includes $10.2 million in non-cash lease and equipment impairment charges, $0.7 million for the wind down of the bempegaldesleukin program and $0.5 million in severance. The amount for the third quarter of 2022 includes $8.5 million for the wind down of the bempegaldesleukin program, $5.0 million for contract termination and other restructuring costs, $2.1 million in severance and $1.2 million in non-cash lease impairment charges. * For the first nine months of 2023, restructuring, impairment and costs of terminated program were $49.1 million. This amount includes $36.6 million in non-cash lease and equipment impairment charges, $8.0 million in severance and $3.6 million for the wind down of the bempegaldesleukin program. * For the first nine months of 2022, restructuring, impairment and costs of terminated program were $124.4 million. This amount includes $58.5 million in non-cash lease and equipment impairment charges, $29.8 million in severance, $28.9 million for the wind down of the bempegaldesleukin program and $7.1 million in contract termination and other restructuring costs. * Net loss for the third quarter of 2023 was $45.8 million or $0.24 basic and diluted loss per share as compared to a net loss of $59.0 million or $0.31 basic and diluted loss per share in the third quarter of 2022. Net loss in the first nine months of 2023 was $234.0 million or $1.23 basic and diluted loss per share as compared to a net loss of $308.5 million or $1.65 basic and diluted loss per share in the first nine months of 2022. Excluding the $10.2 million in non-cash impairment charges, net loss, on a non-GAAP basis, for the third quarter of 2023 was $35.7 million or $0.19 basic and diluted loss per share. Excluding the $113.1 million in non-cash goodwill and other impairment charges, net loss, on a non-GAAP basis, for the first nine months of 2023 was $120.8 million or $0.64 basic and diluted loss per share. The Company's Q3 2023 and Recent Business Updates include: * In September 2023, Nektar announced a clinical study collaboration with Cellular Biomedicine Group Inc. (CBMG) to evaluate NKTR-255 in combination with C-TIL051 in advanced non-small cell lung cancer (NSCLC) patients that are relapsed or refractory to anti-PD-1 therapy. Under the collaboration, CBMG will add NKTR-255 to its ongoing Phase 1 clinical trial being conducted at Duke Cancer Institute. Enrollment for this trial is ongoing. * In October 2023, Nektar presented final data from the Phase 1b study of rezpegaldesleukin in patients with atopic dermatitis at the 2023 European Academy of Dermatology and Venereology (EADV) Congress: -- Patients with moderate-to-severe AD that were treated with rezpegaldesleukin showed dose-dependent improvements in Eczema Area and Severity Index (EASI), Validated Investigator Global Assessment (vIGA), Body Surface Area (BSA), and Itch Numeric Rating Scale (NRS) over 12 weeks of treatment compared to placebo, which were sustained post-treatment over an additional 36 weeks. -- At the highest studied dose, the proportion of Daily Life Quality Index (DLQI) responders was 75% and the proportion of Patient Oriented Eczema Measure (POEM) responders was 65% at week 12. -- rezpegaldesleukin was well tolerated with no patients in the rezpegaldesleukin groups experiencing severe, serious, or fatal adverse events, and no anti-rezpegaldesleukin antibodies were detected. * In October 2023, Nektar initiated a Phase 2b study of rezpegaldesleukin in patients with atopic dermatitis. 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/56fw3bv3 About Nektar Therapeutics Headquartered in San Francisco, California, Nektar Therapeutics is a biopharmaceutical company. As of September 30, 2023, Nektar Therapeutics has $442,244,000 in total assets and $282,876,000 in total liabilities. Egan-Jones Ratings Company on September 8, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Nektar Therapeutics. NEW VISION: Court Confirms Church's Plan ---------------------------------------- Judge Stacey L. Meisel has entered an order approving and confirming the Plan of New Vision Full Gospel Baptist Church. The treatment of the claim held by the New Jersey Division of Taxation will be treated in accordance with the Consent Order Resolving Objection to Debtor's Chapter 11 Plan filed by New Jersey Division of Taxation. All other objections that have not been withdrawn, waived, or settled, and all reservations of rights pertaining to confirmation of the Plan included therein, are overruled on the merits. Counsel for New Vision Full Gospel Baptist Church: David Stevens, Esq. SCURA,WIGFIELD, HEYER, STEVENS&CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 E-mail: dstevens@scura.com About New Vision Full Gospel Baptist Church New Vision Full Gospel Baptist Church sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-12770) on April 3, 2023, the Debtor disclosed $3,700,629 in assets and $2,372,979 in liabilities. Judge Vincent F. Papalia oversees the case. David Stevens, Esq., at Scura Wigfield, Heyer, Stevens & Cammarota LLP, is the Debtor's legal counsel. NEXTPOINT FINANCIAL: Dec. 15 Claims Filing Deadline in CCAA Case ---------------------------------------------------------------- The Supreme Court of British Columbia granted a further order prescribing a process by which the identity and status of all persons holding claims against NextPoint Financial Inc. and its debtor-affiliates will be established for purposes of the Companies' Creditors Arrangement Act proceedings ("CCAA"). Any creditor having a claim or restructuring claim against any of the Debtors arising prior to July 25, 2023, of any nature whatsoever, including an unsecured, secured, contingent, or unliquidated claim or restructuring claim, must send a proof of claim in the prescribed form to FTI Consulting Canada Inc ("Monitor"), with a copy to the Debtors, to be received by the monitor and the Debtors by no later than 5:00 p.m. (Pacific Time) on Dec. 15, 2023. A copy of the claims process order may be viewed at https://cfcanada.fticonsulting.com/nextpoint/. If you have any questions regarding the claims process order, the claims process, or the process or timelines for providing a proof of claim, contact the monitor at 1-877-255-9085 or nextpoint@fticonsulting.com. About NextPoint Financial NextPoint is an all-inclusive marketplace for financial services empowering hardworking and underserved consumers and small businesses. NextPoint's primary business units are Liberty Tax, a leading provider of tax preparation services, and Community Tax, an effective advocate for tax debt resolution on behalf of customers. NINE WEST: Split Second Circuit Partially Revives Buyout Fraud Suit ------------------------------------------------------------------- Alex Wittenberg of Law360 reports that a split Second Circuit panel revived some claims in a Chapter 11 suit brought by trustees of women's clothing retailer Nine West over more than $1 billion in allegedly fraudulent transfers, finding the U.S. Bankruptcy Code's safe harbor provision doesn't protect claims tied to $78 million in payroll transfers in the case. Employee shareholders who received $78 million from Sycamore Partners' 2014 buyout of Nine West and related apparel brands aren't shielded from a bankruptcy court clawback suit, the Second Circuit ruled, according to BLoomberg. Over $1.1 billion worth of transfers to stockholders stemming from Sycamore's acquisition of Jones Group Inc. are protected from bankruptcy trustee litigation, but the same protection doesn't apply to the payments received by officers and directors for their restricted shares, the US Court of Appeals for the Second Circuit ruled Monday, Bloomberg reported. About Nine West Holdings Nine West Holdings is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947). Nine West estimated $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities as of the bankruptcy filing. The Hon. Shelley C. Chapman is the case judge. Nine West Holdings' legal advisors are Kirkland & Ellis LLP. The Company's financial advisor is Lazard Freres & Co., and its restructuring advisor is Alvarez & Marsal North America LLC. Prime Clerk LLC is the claims and noticing agent. The Independent Directors tapped Munger, Tolles & Olson LLP as counsel and Berkeley Research Group as financial advisor. NOVAN INC: NVN Unsecureds Owed $9M-$12M to Get 1%-2% in Plan ------------------------------------------------------------ NVN Liquidation, Inc., et al., f/k/a Novan, Inc., et al., submitted a Combined Disclosure Statement and Chapter 11 Plan of Liquidation, dated November 22, 2023. The Debtors filed the chapter 11 cases in order to pursue a sale of all or substantially all of their assets with the goal of maximizing the recovery for their estates and creditors. Prior to the Petition Date, the Debtors and Ligand negotiated the $15 million DIP Financing Facility (with $3 million as part of the Bridge Loan to fund the Debtors into bankruptcy with an additional $12 million to fund the Chapter 11 Cases postpetition) as well as a "stalking horse" asset purchase agreement, whereby Ligand agreed to credit bid the DIP Financing Facility in exchange for substantially all of the Debtors' assets. Using Ligand's bid (the "Stalking Horse Bid") as a floor, the Debtors and Raymond James marketed the Debtors' assets, seeking to solicit and secure the highest and best offers to maximize recoveries for the stakeholders of the Estates. To that end, on the Petition Date, the Debtors filed the Sale Motion. In the sale motion, the Debtors set forth the proposed process by which the Debtors would solicit bids and run an auction for the sale of substantially all of the Debtors' assets. The proposed Bidding Procedures set the Stalking Horse Bid as the floor for the Debtors assets, but permitted the assets to be sold in two separate lots consisting of (1) the Debtors' research and development portfolio, including SB206, which were defined in the Bidding Procedures as the "R&D Assets," and (2) the Debtors' commercial portfolio, which were defined in the Bidding Procedures as the "Commercial Assets." The Sale Motion also provided that any sale of the R&D Assets would be required to include the assumption and assignment of a royalty agreement by and between the Debtors and Ligand as well as limited bid protections in exchange for Ligand being willing to act as the Stalking Horse Bidder for the sale of the Debtors' assets. After the filing of the Sale Motion, the Debtors, with the assistance of the Creditors' Committee, continued to negotiate with Ligand to revise certain of the Bidding Procedures to ensure that the approved Bidding Procedures were properly tuned to maximize the value received by the estates for the sale of the Debtors' assets while also properly compensating Ligand for being the Stalking Horse Bidder as well as agreeing to be the Debtors' postpetition lender. On August 15, 2023, the Bankruptcy Court entered an order approving the Bidding Procedures. The Bidding Procedures Order included a number of concessions secured by the Debtors and the Creditors' Committee that improved the Bidding Procedures and helped to maximize the value received by the estates for the sale of the Debtors' assets. Pursuant to the Bidding Procedures Order, and in addition to Ligand's Stalking Horse Bid, Mayne submitted a bid for a portion of the Debtors' Commercial Assets -- Rhofade -- and the Debtors determined that such bid was a Qualified Bid as set forth in the Bidding Procedures Order. No other bids were received and Ligand declined to overbid Mayne for the Commercial Assets related to Rhofade. Thus, the result of the sale process was (a) Ligand purchasing the entirety of the R&D Assets as well as the Commercial Assets related to Sitavig for a purchase price of $12,150,000 plus the payment of any contractual cure amounts related to Sitavig and (b) Mayne purchasing the Commercial Assets related to Rhofade for a purchase price of $8,000,000 plus the plus the payment of any contractual cure amounts related to Rhofade. The Commercial Assets related to Minolira and Cloderm have not yet been sold. On Sept. 12, 2023, the Bankruptcy Court entered the Ligand Sale Order and the Mayne Sale Order. By Sept. 27, 2023, both sales approved by the Sale Orders had closed. In connection with the closing of the Sales, the DIP Financing Facility was paid in full. Under the Allocation Settlement provided for in Section 9.2 of this Plan, proceeds from the sale of the R&D Assets will be allocated to the NVN Recovery and proceeds from the sale of the Commercial Assets will be allocated to the EPI Recovery, after paying the DIP Financing Facility in full and certain other expenses related to the Sales. After the closing of the sale of the Commercial Assets related to Rhofade to Mayne, a creditor of the Debtor, Aclaris Therapeutics, Inc. ("Aclaris"), filed a notice of appeal of the Mayne Sale Order to the United States District Court for the District of Delaware, alleging that the Bankruptcy Court erred in entering the Mayne Sale Order permitting the sale free and clear of certain of Aclaris's alleged rights in Rhofade (the "Aclaris Appeal"). The Debtors believe that this appeal is without merit and is, among other things, entirely foreclosed by operation of section 363(m) of the Bankruptcy Code. Following the sale of substantially all of the Debtors' assets, the Debtors are focused principally on winding down their business and preserving Cash held in the Estates. The Debtors' Retained Assets currently consist of proceeds of the Sales after the payment of the DIP Financing Facility and various administrative expenses, the Bay View Settlement Amount, certain accounts receivable (including the EPI AR Causes of Action to the extent any accounts receivable remain outstanding as of the Effective Date), all other Retained Causes of Action, and all assets related to Minolira and Cloderm, if not sold or abandoned by the Debtors prior to the Effective Date (and, if sold, the proceeds of such sale(s) would also be Retained Assets). This Plan provides for the Debtors' Retained Assets to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan. Under the Plan, Class 3: NVN Unsecured Claims total $9,000,000 to $12,000,000 and will recover 1%-2% of their claims. If Class 3 accepts this Plan, each Holder of an Allowed NVN Unsecured Claim will receive ither: (A) its Pro Rata share of the NVN Recovery; or (B) such other treatment which the Debtors (with the consent of the Committee) or the Liquidating Trustee, as applicable, and the Holder of such Allowed NVN Unsecured Claim have agreed upon in writing. If Class 3 does not vote to accept the Plan, Class 3 will receive no Distribution on account of their Class 3 Claims. Class 3 is impaired. "NVN Recovery" means the amount allocated to the Holders of General Unsecured Claim against NVN from the Retained Assets after the payment of all Allowed Administrative Claims, Fee Claims, Tax Claims, Other Secured Claims and Other Priority Claims in accordance with the Allocation Settlement. Class 4: EPI Unsecured Claims total $27,000,000 to $29,000,000 and will recover 15%-20% of their claims. Each Holder of an Allowed EPI Unsecured Claim will receive either: (A) its Pro Rata share of the EPI Recovery; or (B) such other treatment which the Debtors (with the consent of the Committee) or the Liquidating Trustee, as applicable, and the Holder of such Allowed EPI Unsecured Claim have agreed upon in writing. Class 4 is impaired. "EPI Recovery" means the amount allocated to the Holders of General Unsecured Claim against EPI from the Retained Assets after the payment of all Allowed Administrative Claims, Fee Claims, Tax Claims, Other Secured Claims and Other Priority Claims in accordance with the Allocation Settlement. The Plan implements a structure by which Holders of Allowed General Unsecured Claims against NVN and Holders of Allowed General Unsecured Claims against EPI each receive a ratable share of the Retained Assets attributable to NVN or EPI, respectively, pursuant to a settlement between the NVN and EPI Estates that takes into account the proceeds received from the Sales of the assets of NVN and EPI after apportioning and deducting the fees and expenses attributable to NVN, EPI or both. This allocation of the Retained Assets is the source of the NVN Recovery for the Holders of Allowed NVN Unsecured Claims, and the EPI Recovery for the Holders of Allowed EPI Unsecured Claims. Counsel to the Debtors: Derek C. Abbott, Esq. Daniel B. Butz, Esq Tamara K. Mann, Esq Scott D. Jones, Esq MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 Market St., 16th Fl. Wilmington, DE 19801 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: dabbott@morrisnichols.com dbutz@morrisnichols.com tmann@morrisnichols.com sjones@morrisnichols.com A copy of the Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated November 22, 2023, is available at https://tinyurl.ph/cyLxJ from PacerMonitor.com. About Novan Inc. Based in Durham, N.C., Novan Inc. (Nasdaq: NOVN) is a clinical development-stage biotechnology company focused on leveraging nitric oxide's naturally occurring anti-viral, anti-bacterial, anti-fungal and immunomodulatory mechanisms of action to treat a range of diseases with significant unmet needs. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. Novan Inc. and affiliate, EPI Health, LLC, filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-10937) on July 17, 2023. As of March 31, 2023, Novan disclosed $79,793,000 in assets against $7,922,000 in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as bankruptcy counsel; Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP as special counsel; Sierra Constellation Partners, LLC as financial advisor; and Raymond James and Associates as investment banker. Kurtzman Carson Consultants, LLC is the claims agent. On July 28, 2023, the U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Goodwin Procter, LLP as bankruptcy counsel; Womble Bond Dickinson (US) LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. NOVAN INC: To Seek Approval of Disclosures on Dec. 15 ----------------------------------------------------- NVN Liquidation, Inc., et al., f/k/a Novan, Inc., submitted a motion for entry of an order approving the Combined Disclosure Statement and Chapter 11 Plan of Liquidation on an interim basis and granting related relief. A hearing on the Motion is scheduled for Dec. 15, 2023, at 10:00 AM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #2, Wilmington, Delaware. Objections are due by Dec. 6, 2023. As more thoroughly detailed in the First Day Declaration, the Debtors initially commenced a marketing process to explore a sale of their assets. On Aug. 15, 2023, the Court entered an order approving the Debtors' bidding procedures for the sale of substantially all of the Debtors' assets and designating Ligand Pharmaceuticals as the stalking horse bidder. Bids for the Debtors' assets were due on or before August 28, 2023. On Aug. 31, 2023, the Debtors filed a notice designating Mayne Pharma LLC as winning bidder for the Debtors' R&D assets as well as the commercial assets related to Sitavig. On Sept. 1, 2023, the Debtors filed a notice designating Ligand as winning bidder for the Debtors' commercial assets related to Rhofade. On Sept. 12, 2023, the Court entered an order approving the sales to Mayne Pharma and Ligand. On Sept. 25, 2023, the Mayne sale closed, and on Sept. 27, 2023, the Ligand sale closed. The Disclosure Statement and Plan provides a summary of these Chapter 11 Cases and an estimate of Distributions to Holders on account of Allowed Claims. In addition, the Disclosure Statement and Plan provides "adequate information" to Holders of Claims who are eligible to vote to make an informed decision as to whether to vote to accept or reject the Disclosure Statement and Plan. The Debtors propose these key dates in connection with the solicitation of votes on and confirmation of the Plan: * Voting Record Date will be on December 15, 2023 (or the date the Proposed Solicitation Procedures Order is entered). * Date by Which Solicitation Will be Mailed will be on December 20, 2023 (or within three business days of entry of the Proposed Solicitation Procedures Order). * Deadline to File Rule 3018 Motions will be on January 4, 2024, at 4:00 p.m. (ET). * Deadline for Debtors to Respond to any Rule 3018 Motion will be on January 18, 2024, at 4:00 p.m. (ET). * Deadline to File Plan Supplement will be on or before 7 days prior to the earlier of (a) voting deadline or (b) deadline to object to confirmation) January 11, 2024, at 4:00 p.m. (ET). * Voting Deadline will be on (not more than 10 days prior to confirmation hearing) January 18, 2024, at 4:00 p.m. (ET). * Deadline to Object to Confirmation and Final Approval of Adequacy of Disclosures will be on (at least 28 days from service) January 18, 2024, at 4:00 p.m. (ET). * Deadline to File Confirmation Brief and any Replies in Support of Confirmation will be on January 23, 2024, at 4:00 p.m. (ET) (or two business days prior to the Confirmation Hearing). * Confirmation Hearing will be on January 25, 2024 at 10:00 a.m. (ET) (or as soon as possible thereafter). Counsel for the Debtors: Derek C. Abbott, Esq. Daniel B. Butz, Esq. Tamara K. Mann, Esq. Scott D. Jones, , Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 Market St., 16th Fl. Wilmington, DE 19801 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: dabbott@morrisnichols.com dbutz@morrisnichols.com tmann@morrisnichols.com sjones@morrisnichols.com About Novan Inc. Based in Durham, N.C., Novan Inc. (Nasdaq: NOVN) is a clinical development-stage biotechnology company focused on leveraging nitric oxide's naturally occurring anti-viral, anti-bacterial, anti-fungal and immunomodulatory mechanisms of action to treat a range of diseases with significant unmet needs. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. Novan Inc. and affiliate, EPI Health, LLC, filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-10937) on July 17, 2023. As of March 31, 2023, Novan disclosed $79,793,000 in assets against $7,922,000 in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as bankruptcy counsel; Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP as special counsel; Sierra Constellation Partners, LLC as financial advisor; and Raymond James and Associates as investment banker. Kurtzman Carson Consultants, LLC, is the claims agent. On July 28, 2023, the U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Goodwin Procter, LLP as bankruptcy counsel; Womble Bond Dickinson (US) LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. OFFICE INTERIORS: Trustee Seeks to Tap Kaufman & Canoles as Counsel ------------------------------------------------------------------- Paula Beran, the trustee appointed in the Chapter 11 case of Office Interiors of Virginia, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Kaufman & Canoles, PC as her legal counsel. The hourly rates of the firm's attorneys and staff are as follows: Douglas M. Foley, Esq. $650 Charles E. Land, Esq. $500 Brandon S. Allred, Esq. $350 Mary Kate Creasey $200 In addition, the firm will seek reimbursement for expenses incurred. Douglas Foley, Esq., at Kaufman & Canoles, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas M. Foley, Esq. Kaufman & Canoles, PC 1021 East Cary Street, Suite 1400 Richmond, VA 23219 Telephone: (804) 771-5746 Email: dmfoley@kaufcan.com About Office Interiors of Virginia Office Interiors of Virginia, Inc. was founded in 1988 in Ashland, Virginia, and provides an array of services to central Virginia and beyond, including office space design and construction, office moving services, general construction, and data migration. The Debtor filed Chapter 11 petition (Bankr. E.D. Va. Case No. 23-31324) on April 16, 2023. In the petition signed by its chief executive officer, Othniel Glenwood Jordan, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Keith L. Phillips oversees the case. The Debtor tapped Brittany B. Falabella, Esq., at Hirschler Fleischer, PC as its legal counsel. On April 17, 2023, Paula S. Beran was appointed as trustee in this bankruptcy case. The Chapter 11 trustee tapped Kaufman & Canoles, PC as her counsel and Barry Strickland, CPA, at Barry Strickland & Company as her accountant. OFFICE INTERIORS: Trustee Taps Barry Strickland & Co. as Accountant ------------------------------------------------------------------- Paula Beran, the trustee appointed in the Chapter 11 case of Office Interiors of Virginia, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Barry Strickland & Company as her accountant. The trustee requires an accountant to file tax returns and perform other accounting duties that are needed for the proper administration of the Debtor's estate. The hourly rates of the firm's professionals are as follows: Barry Strickland, CPA $340 Betsy Chappell, CPA $325 Mei-Ying Huynh, CPA $325 Cheryl DePrisco, Accountant $135 Hallie Meador, Paraprofessional $95 In addition, the firm will seek reimbursement for expenses incurred. Barry Strickland, CPA, president of Barry Strickland & Company, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Barry Strickland, CPA Barry Strickland & Company 9410 Atlee Commerce Blvd. Ashland, VA 23005 Telephone: (804) 550-8500 Facsimile: (804) 550-8505 Email: barry@barrystrickland.com About Office Interiors of Virginia Office Interiors of Virginia, Inc. was founded in 1988 in Ashland, Virginia, and provides an array of services to central Virginia and beyond, including office space design and construction, office moving services, general construction, and data migration. The Debtor filed Chapter 11 petition (Bankr. E.D. Va. Case No. 23-31324) on April 16, 2023. In the petition signed by its chief executive officer, Othniel Glenwood Jordan, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Keith L. Phillips oversees the case. The Debtor tapped Brittany B. Falabella, Esq., at Hirschler Fleischer, PC as its legal counsel. On April 17, 2023, Paula S. Beran was appointed as trustee in this bankruptcy case. The Chapter 11 trustee tapped Kaufman & Canoles, PC as her counsel and Barry Strickland, CPA, at Barry Strickland & Company as her accountant. OFFSHORE SPARS: $2.43-Mil. Sale to Fund Chapter 11 Plan ------------------------------------------------------- Offshore Spars Co. submitted a 1st Amended Combined Plan of Liquidation and Eric R. Graczyk submitted a Plan of Reorganization. In January 2022, Offshore was acquired by Graczyk Holdings, LLC, a Michigan limited liability company whose sole member is Mr. Eric Graczyk. Not until after the purchase of Offshore did Mr. Graczyk discover numerous financial improprieties, breaches of warranties, and general mismanagement that had befallen the Debtor under previous ownership. Though Mr. Graczyk spent considerable time and effort prior the Petition Date attempting to remedy such matters, a reorganization of the business through a Subchapter V bankruptcy became necessary. Mr. Graczyk is an individual and is the member of the Debtor's sole member. He serves as the President of Offshore. During the pendency of the Chapter 11 cases, Offshore received an offer from the Buyer to purchase the Offshore Assets for $2,430,000. Offshore then filed the Sale Motion in which Offshore sought approval of the asset purchase agreement and the authority to sell the Offshore Assets. The Sale Motion remains pending as of the date of the filing of this Plan. It is anticipated that upon the closing of the Sale, Graczyk will execute an Employment Agreement with Buyer and receive a salary of $150,000 per annum to serve as President of Buyer for no less than 3 years. Under the Plan, Class VII consists of the Holders of Allowed Unsecured Claims against Offshore. Neither pre-confirmation interest nor post-confirmation interest on Allowed Class VII Claims will be paid. A Creditor in this Class will receive a pro rata distribution incident to its Allowed Unsecured Claim based on a single payment on the Distribution Date of its pro rata share of no less than $45,000 from the Sale Proceeds after all Allowed Administrative Claims, Priority Claims, and Classes I, II, and V are paid in full. This Class is Impaired. Class VIII consists of the Holders of Allowed Unsecured Claims against Graczyk. Neither pre-confirmation interest nor post-confirmation interest on Allowed Class VIII Claims will be paid. A Creditor in this Class will receive a pro rata distribution incident to its Allowed Unsecured Claim based on 2 payments each year on a semi-annual basis of $2,500.00 per payment for 3 years, for a total of $15,000. The first payment will be due on or before January 31, 2024 and the second payment will be due on or before July 31, 2024. Such payments will continue to be made on the same date every January 31 and July 31 until the earlier occurs of (i) the respective Claim is paid in full; or (ii) July 31, 2026. This Class is Impaired. On the Effective Date, all of Offshore's rights, titles, and interests in and to all of the Offshore Assets shall revest in the Liquidating Debtor to be operated and distributed by the Liquidating Debtor pursuant to the provisions of this Plan. All of the tangible Offshore Assets will be held in the Stevenson & Bullock, P.L.C. IOLTA Account and will include, inter alia, the Sale Proceeds, any receivables, and any cash equivalents not otherwise sold to the Buyer pursuant to the Sale Order. The Liquidating Debtor shall have full responsibility for maintaining and preserving all of the Assets and any other assets or interests of Offshore and Liquidating Debtor until all disbursements are made in accordance with the provisions of the Plan. Upon entry of the Confirmation Order, Stevenson & Bullock, P.L.C. shall be authorized to make such distributions pursuant to this Plan on behalf of the Liquidating Debtor. Counsel for Debtor: Elliot G. Crowder, Esq. Ernest M. Hassan, III, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive, Suite 500 Southfield, MI 48034 Tel: (248) 354-7906 Fax: (248) 354-7907 E-mail: ecrowder@sbplclaw.com ehassan@sbplclaw.com A copy of the Combined Plan of Liquidation and Plan of Reorganization dated November 17, 2023, is available at https://tinyurl.ph/fJpcF from PacerMonitor.com. About Offshore Spars Co. Offshore Spars Co. was established in 1976 and its primary business is designing and manufacturing carbon fiber and composite masts and booms for the global superyacht market. It has additional lines of business including replacement and service of standing and running rigging for yachts, e-commerce, and carbon fiber manufacturing for other industries, including the aerospace and automotive industries. Offshore Spars sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-44657) on May 23, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Offshore Spars President Eric Graczyk signed the petition. Judge Thomas J. Tucker oversees the case. Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C. represents the Debtor as legal counsel. ORBITAL INFRASTRUCTURE: Selling Assets to Ferreira for $1MM ----------------------------------------------------------- Orbital Infrastructure Group, Inc. and its affiliates asked the U.S. Bankruptcy Court for the Southern District of Texas for approval to sell miscellaneous assets to Ferreira Power South, LLC. Ferreira made a $1 million cash offer for the assets, which consist of specialized equipment that was used in prior field operations of Eclipse Foundation Group, Inc., an affiliate of Orbital. The assets are stored in a yard in Rosharon, Texas. The assets are being sold "free and clear" of liens, claims, interests and encumbrances. About Orbital Infrastructure Group Orbital Infrastructure Group, Inc. (NASDAQ: OIG) provides engineering, design, construction, and maintenance services to customers in the electric power, telecommunications, and renewable industries. It designs, installs, upgrades, repairs, and maintains electric power transmission and distribution infrastructure, and substation facilities, as well as offers emergency restoration services; and provides drilled shaft foundation construction services to the electric transmission and substation, industrial, telecommunication, and disaster restoration market sectors. The company was incorporated in 1998 and is headquartered in Houston, Texas. Orbital and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 23-90763) on Aug. 23, 2023. In the petition signed by its chief executive officer, James F. O'Neil III, Orbital disclosed $24,185,668 in assets and $225,850,276 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Haynes and Boone, LLP as legal counsel; Alvarez and Marsal North America, LLC as restructuring advisor; Moelis and Company as investment banker; and Donlin, Recano & Company, Inc. as claims, noticing, solicitation and administrative agent. Davis Polk & Wardwell, LLP and Norton Rose Fulbright US, LLP serve as legal counsel to the Ad Hoc Group of Front Line Lenders. Davis Polk & Wardwell also represents the Front Line DIP Lenders while Holland & Knight, LLP represents Alter Domus (US) LLC, Front Line DIP Agent and Prepetition Front Line Agent. Counsel to Streeterville Capital, LLC, as Prepetition Streeterville Lender and Streeterville DIP Lender, is Brian M. Rothschild, Esq., at Parsons Behle & Latimer while counsel to the Prepetition Promissory Note Holder is Kane Russell Coleman Logan, PC. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. White & Case, LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. ORLANDO VIEWS: Seeks to Hire Shuker & Dorris as Bankruptcy Counsel ------------------------------------------------------------------ Orlando Views LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire R. Scott Shuker, Esq. and the law firm of Shuker & Dorris, P.A. as its counsel. The firm's services include: a. advising as to the Debtor's rights and duties in the bankruptcy case; b. preparing pleadings related to this case, including a disclosure statement and a plan of reorganization; and c. taking any and all other necessary action incident to the proper preservation and administration of this estate. The firm will be paid at these rates: Partners $500 to 650 per hour Associates $425 per hour Paraprofessionals $125 to 175 per hour RS Shuker $650 per hour ML Dorris $500 per hour LS Stricker $425 per hour MA Franklin $175 per hour AR Tillman $125 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm an advance fee of $57,433.40. R. Scott Shuker, Esq., a partner at Law Firm of Shuker & Dorris, 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: R. Scott Shuker, Esq. Shuker & Dorris, P.A. 121 S. Orange Avenue, Suite 1120 Tel: (407) 337-2060 Fax: (407) 337-2050 Email: rshuker@shukerdorris.com About Orlando Views LLC Orlando Views LLC is part of the traveler accommodation industry. Orlando Views LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04543) on October 30, 2023. The petition was signed by Lazer Derbarmdiger as manager. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. R Scott Shuker, Esq. at Shuker & Dorris, P.A. represents the Debtor as counsel. OVAL SQUARED: Case Summary & Eight Unsecured Creditors ------------------------------------------------------ Debtor: The Oval Squared Inc Kwik Kar Lube & Tune Island Breeze Car Wash 11210 Scarsdale Blvd Houston, TX 77089 Business Description: The Debtor owns and operates a car wash business which involves providing cleaning and maintenance services for vehicles. This typically includes washing, waxing, and detailing the exterior of cars, as well as cleaning the interior. Some car washes may also offer additional services such as polishing, vacuuming, and odor removal. Chapter 11 Petition Date: November 28, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-34620 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Robert C. Lane, Esq. THE LANE LAW FIRM 6200 Savoy Dr Ste 1150 Houston TX 77036-3369 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Total Assets: $1,624,704 Total Debts: $5,086,467 The petition was signed by Tristan Williams as director. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WIAVQAA/The_Oval_Squared_Inc__txsbke-23-34620__0001.0.pdf?mcid=tGE4TAMA PHUNWARE INC: Reports Third Quarter 2023 Financial Results ---------------------------------------------------------- Phunware, Inc. has released its financial results for the quarter ended September 30, 2023. Third Quarter 2023 Financial Results include: * Net revenues for the quarter totaled $2.8 million * Platform revenues were $1.3 million * Hardware revenues were $1.5 million * Net loss was $19 million * Net loss per share was $(0.16) * Non-GAAP Adjusted EBITDA loss was $(4.3) million Recent Business Highlights include: * Notable Corporate and Product Developments: * Announced Purchase Agreement for up to $30 Million with Lincoln Park Capital Fund * Provided Corporate Update Naming Mike Snavely as CEO * Announced Wind Down of Lyte Technology's Operations to Reinforce Core Mission * Notable Customer and Partner Wins: * VHC Health Signs Multi-Year Renewal of Digital Front Door Application with Phunware * Partnered with Wailea Beach Resort – Marriott, Maui for its Enhanced Smart Hospitality Solution Commenting on the results, CEO Mike Snavely, said, "I am pleased to announce the launch of the Phunware 3.0 strategy, which focuses on the pillars of continued software sales, the development of additional strategies to monetize our IP, and the resumption of development and incipient launch of our digital assets ecosystem, including PhunToken, PhunCoin and Phunwallet. "I'm glad to be back at Phunware, and am committed to guiding the organization toward a promising future of revolutionizing the way brands and consumers interact. We've already hit the ground running on aggressively pursuing our new corporate initiative and look forward to keeping our shareholders well-informed with regular updates." A full-text copy of the Company's earnings statement filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/57ndrdbp About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $50.89 million for the year ended Dec. 31, 2022, compared to a net loss of $53.52 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $45.46 million in total assets, $23.55 million in total liabilities, and $21.90 million in total stockholders' equity. Houston, Texas-based Marcum LLP, Phunware Inc.'s auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PIONEER INTER-DEVELOPMENT: US Trustee Unable to Appoint Committee ----------------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Pioneer Inter-Development, Inc., according to court dockets. About Pioneer Inter-Development Pioneer Inter-Development, Inc. filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-18321) on Oct. 12, 2023, with as much as $50,000 in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Michael A. Frank, Esq. at the Law Office of Michael A. Frank and Rodolfo H. De La Guardia represents the Debtor as bankruptcy counsel. PLASTIPAK HOLDINGS: Moody's Alters Outlook on 'Ba3' CFR to Stable ----------------------------------------------------------------- Moody's Investors Service changed the outlook for Plastipak Holdings, Inc. ("Plastipak") to stable from positive. At the same time, Moody's affirmed Plastipak's Ba3 corporate family rating and Ba3-PD probability of default rating. Moody's also affirmed the Ba3 rating of the backed senior secured credit facilities, including revolvers and term loans, issued by Plastipak Packaging, Inc., a wholly-owned subsidiary of Plastipak. The outlook for Plastipak Packaging, Inc. has also been changed to stable from positive. "The change in outlook to stable reflects Moody's expectation that Plastipak's leverage improvement will be slower than what Moody's expected about a year ago, reflecting weaker sales volume to end customers in the food and beverage industries," says Motoki Yanase, VP-Senior Credit Officer at Moody's. RATINGS RATIONALE Plastipak's sales volume has been trending softer in 2023, reflecting a decline in sales volume as well as lower sales prices. Lower sales volume reflects weakening consumer demand on the back of rising product prices and consumer packaging goods companies' tighter inventory control and destocking activities. Moody's expects sales volume to return to positive growth within the next 12-18 months, but profit will be restrained, slowing down the pace of deleveraging. The company recorded 4.0x debt/EBITDA for the twelve months that ended in July 2023. Incorporating Moody's adjustment for securitization programs, including supply chain financing (SCF) initiated by its customers and Plastipak's own factoring program, the leverage was at 5.7x for the same period. As Moody's incorporates securitization adjustments, Moody's also consider certain mitigating factors. Some of Plastipak's SCF contracts provide that the customers will revert from the payment terms in the SCF programs back to the shorter, original payment terms in the event that the SCF programs are unavailable. At the same time, the high credit standing of Plastipak's customer companies and the arrangers of these securitization programs lowers the risk of the programs being terminated due to the credit issues of the associated parties. The Ba3 CFR is supported by Plastipak's scale and global geographic diversification, with its European business contributing about a third of sales, and its good market position as one of the largest North American manufacturers of rigid plastic containers and preforms. At the same time, the rating considers the weak consumer demand under inflationary conditions, the high customer concentration of sales -- albeit with many blue-chip customers with long-term relationships, primarily commoditized product line, and a high percentage of low-margin preform products. Moody's expects Plastipak to maintain good liquidity over the next 12 months, supported by sufficient availability under the $300 million revolving credit facility, which supplements weaker free cash flow generation Moody's expects for the next 12-18 months. Financial covenants for the credit facilities, including the revolvers and Term Loan A, are a maximum total net leverage ratio of 4.75 times, declining to 4.50x from January 2025, and a minimum interest coverage ratio of 2.5 times. Moody's expects the company to maintain significant cushion under all its covenants over the next 12 months. The Term Loan B does not have financial covenants. Foreign assets are excluded from the collateral pledged, leaving some alternate source of liquidity. The next significant debt maturity is the revolver and the Term Loan A in December 2026. The stable outlook reflects Moody's expectation that Plastipak will maintain its focus on balance sheet debt reduction for the next 12-18 months despite soft demand. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if the company sustainably improves its credit metrics and product while maintaining a high percentage of business under contract and a conservative financial policy. Specifically, the ratings could be upgraded if debt/EBITDA falls below 3.5 times, EBITDA to Interest coverage rises above 6.0 times and free cash flow to debt is above 7.5 %. Moody's could downgrade the ratings if there is a deterioration in leverage, liquidity or the other credit metrics. Specifically, the ratings could be downgraded if debt/EBITDA rises above 4.5 times, EBITDA to interest coverage declines below 5.0 times and free cash flow to debt falls below 5.0 %. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. Headquartered in Plymouth, Michigan, Plastipak Holdings, Inc. is a family-owned global manufacturer and recycler of plastic packaging containers and preforms used in the beverage, food, consumer cleaning, personal care, industrial, and automotive end markets. The Young family owns approximately 90% of total outstanding stock with the balance owned by senior management. The company generated about $3.7 billion of revenue for the twelve months that ended July 2023. PONCE BAKERY: Banco Popular Says Disclosure Inadequate ------------------------------------------------------ Banco Popular de PR - Special Loans filed an objection to debtor Ponce Bakery, Inc.'s Chapter 11 Plan. Ponce Bakery is a corporation which administers two real properties that are dedicated to the rental of commercial spaces. Both properties are encumbered by mortgages held by Banco Popular. Banco Popular points out that the disclosure statement does not contain historical and current financial information, together with projections. * This information is important in order to provide some perspective regarding the debtor's financial situation and future prospects. * The disclosure statement should also include projections of Debtor's future cash flow and earnings estimates, that take into consideration the payments contemplated under the plan. * Neither a summary of monthly operating nor projections were included with the Disclosure Statement. * The disclosure statement informs that Debtor assumes all executory contracts and that the total rental monthly income is $4,275. * However, the monthly operating reports of June through August 2023 show a monthly income of $2,675 and a monthly income of $3,066 for the month of September 2023. With the information available it appears that Debtor has not been able to collect for a single month, the total amount of $4,275. Banco Popular further points out that the Disclosure Statement does not contain adequate information regarding means of effectuating the plan. * The Plan of Reorganization proposes to pay Banco Popular's claim No. 6 in the amount of $251,707 by selling one of the two real properties encumbered by Banco Popular, for $180,000, and establish payment plan for the principal amount of $75,000, to be paid through 60 monthly instalments of $1,350 with an interest rate of 4%. * There is little to no information about the proposed sale of property. * Why limit the sale of any of the properties to $180,000.00 if the combined scheduled value for both properties is $600,000; why Debtor is reducing the amount of $180,000 to Banco Popular's claim if no payment has been made to Banco Popular, the property has not been sold, and there is no proposal to transfer one of the properties to the appearing creditor; will Debtor hire the services of a real estate agent; has Debtor made efforts to sell; is there a prospective buyer; does Debtor has a projected time frame to sell the property; and what happens if Debtor is unable to sell a property within the projected time frame. * The Disclosure Statement lacks adequate historical, current and projected financial information; the Disclosure statement is not clear regarding the treatment of Banco Popular's secured claim; and there is little to no information about the proposed sale of property. Banco Popular requests that the Honorable Court to deny the approval of Debtor's Disclosure Statement. Counsel for Banco Popular PR-Special Loans: Eduardo M. Veray Lopez, Esq. E-mail: eduardo.veray@popular.com About Ponce Bakery Ponce Bakery, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01719) on June 5, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. The Debtor tapped Modesto Bigas-Mendez, Esq., at Modesto Bigas Law Office as bankruptcy counsel, and Cynthia Garcia Fraticelli as accountant. PONTOON BREWING: Taps Lamberth Cifelli Ellis & Nason as Counsel --------------------------------------------------------------- Pontoon Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Lamberth, Cifelli, Ellis & Nason, PA as its legal counsel. The Debtor requires legal counsel to: (a) advise, assist, and represent the Debtor with respect to its rights, powers, duties, and obligations in the administration of its Chapter 11 case; (b) advise, assist, and represent the Debtor with regard to any claims and causes of action which the estate may have against various parties; (c) advise, assist, and represent the Debtor with regard to investigation of the desirability and feasibility of the rejection or assumption and potential assignment of any executory contracts or unexpired leases; (d) advise, assist, and represent the Debtor in connection with all applications, motions, or complaints concerning reclamation, sequestration, relief from stays, disposition, or other use of assets of the estate, and all other similar matters; (e) advise, assist, and represent the Debtor with regard to the preparation, drafting, and negotiation of a plan of reorganization or liquidation and accompanying disclosure statement, or negotiation with other parties; (f) prepare legal papers; (g) provide support and assistance to the Debtor with regard to the proper receipt, disbursement, and accounting for funds and property of the estate; (h) provide support and assistance to the Debtor with regard to the review of its claims, the investigation of amounts properly allowable and the appropriate priority or classification of same, and the filing and prosecution of objections to claims as appropriate; and (i) perform any and all other legal services incident or necessary to the proper administration of this case. The firm received a pre-bankruptcy retainer in the amount of $15,000, plus $1,738 to pay the filing fee. The firm will charge from $425 to $525 per hour for attorney time and $75 to $225 per hour for paralegal time. G. Frank Nason, IV, Esq., an attorney at Lamberth, Cifelli, Ellis & Nason, 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: G. Frank Nason, IV, Esq. Lamberth, Cifelli, Ellis & Nason, PA 6000 Lake Forest Drive, NW, Ste. 435 Atlanta, GA 30328 Telephone: (404) 262-7373 Facsimile: (404) 262-9911 Email: fnason@lcenlaw.com About Pontoon Brewing Company Pontoon Brewing Company, LLC, an alcoholic beverage company in Atlanta, Ga., filed Chapter 11 petition (Bankr. N.D. Ga. Case No. 23-61376) on Nov. 16, 2023. In the petition signed by Sean O'Keefe, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lisa Ritchey Craig oversees the case. G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, PA represents the Debtor as legal counsel. PREDICTIVE TECHNOLOGY: Hires Workman Nydegger as Counsel -------------------------------------------------------- Predictive Technology Group, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Workman Nydegger to handle its Chapter 11 case. The firm will be paid at the rate of $425 per hour and will be reimbursed for out-of-pocket expenses incurred. The firm received $25,000 via wire transfer from Parsons Behle & Latimer, where the Debtor was previously exploring obtaining bankruptcy representation. T. Edward Cundick, Esq., a partner at Workman Nydegger, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: T. Edward Cundick, Esq. Workman Nydegger 60 East South Temple, Suite 1000 Salt Lake City, UT 84111 Tel: (801) 533-9800 Fax: (801) 328-1707 Email: tcundick@wnlaw.com About Predictive Technology Group, Inc. Predictive Technology develops and commercializes discoveries and technologies involved in novel molecular diagnostic, therapeutic, and Human Cellular and Tissue-Based Products. The Company uses this information as the cornerstone in the development of new diagnostics that assess a person's risk of disease and develop pharmaceutical therapeutics and HCT/Ps for use by healthcare professionals to improve outcomes in their patients. The Company's corporate headquarters are in Salt Lake City, Utah. Predictive Technology Group, Inc. in Farmington, Utah, filed its voluntary petition for Chapter 11 protection (Bankr. D. Utah Case No. 23-25147) on November 9, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Bradley C. Robinson as CEO and president, signed the petition. Judge Peggy Hunt oversees the case. WORKMAN NYDEGGER serve as the Debtor's legal counsel. PREMIER GRILLING: Court Approves Disclosure Statement ----------------------------------------------------- Judge Brenda T. Rhoades has entered an order approving the Disclosure Statement of Premier Grilling LLC, et al. The forms of Notice of Disclosure Statement Order and Notice of Non-Voting Status are approved. To the extent not withdrawn, settled, or otherwise resolved, any objections to the Disclosure Statement are overruled. A hearing on the confirmation of the Plan will be held before the Honorable Brenda T. Rhoades, United States Bankruptcy Judge, in the United States Bankruptcy Court for the Eastern District of Texas, Sherman Division, on Jan. 9, 2024, at 9:30 a.m., Central time. Dec. 19, 2023, at 5:00 p.m., Central time is fixed as the last day for filing and serving written objections to the confirmation of the Plan. Holders of Claims within Classes 2-9 and 12 are entitled to vote on the Plan. Class 1 Claims are unimpaired and deemed to accept the Plan. Class 10 Claims and Class 11 Interests will not receive any distributions or property under the Plan and are deemed to reject the Plan. Pursuant to Bankruptcy Rule 3017(d), on or before November 20, 2023 (the "Mailing Deadline"), in lieu of a full Solicitation Package, the Debtor will mail to the holders of Claims and/or Equity Interests in Classes 1, 10 and 11 the following: (a) the Disclosure Statement and Plan; and (b) the Notice of Non-Voting Status setting forth (i) the subject Creditors' classification as either an Unimpaired Class 1 Claim deemed to accept the plan, or Class 10 Claim or Class 11 Interest Holder deemed to reject the Plan, (ii) the Objection Deadline, and (iii) the Confirmation Hearing Date. The Ballot is approved. Each holder of a Claim within a Class of Claims entitled to vote to accept or reject the Plan is entitled to vote the amount of such Claim as is held as of December 22, 2023 (the "Record Date"). The period during which the Debtors may solicit acceptances for the Plan is a reasonable and adequate period of time for creditors to make an informed decision to accept or reject the Plan. The deadline for receipt of Ballots evidencing the votes accepting or rejecting the Plan will be December 22, 2023, at 5:00 p.m., Central time, (the "Voting Deadline"). Ballots will be delivered to Melissa S. Hayward, Counsel for the Debtors, Hayward PLLC, 10501 N. Central Expy., Suite 106, Dallas, Texas 75231. Ballots must actually be received by the appropriate recipient on or before the Voting Deadline in order to be counted as valid votes. If any party wishes to have its Claim allowed for purposes of voting on the Plan in a manner that is inconsistent with the Ballot it received or if any party that did not receive a Ballot wishes to have its Claim temporarily allowed for voting purposes only, such party must serve on the Debtors and file with the Bankruptcy Court, on or before December 19, 2023, a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim for purposes of voting (a "3018 Motion"). The Debtors will file a Ballot tabulation by no later than Jan. 2, 2024. About Premier Grilling Premier Grilling, LLC, is a grill store in Texas offering BBQ smokers, charcoal grills, flat- top grills and griddles, gas grills, infrared grills, kamado grills, and pellet grills. Premier Grilling and Premier Grilling Outdoors, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 22-41727) on Dec. 9, 2022. In the petitions signed by Brian Rush as CEO of Premier Grilling LLC and Dan Ferguson as president of Premier Grilling Outdoors, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the cases. Melissa S. Hayward, Esq., at Hayward PLLC, is the Debtors' legal counsel. PRIMEX CLINICAL: Seeks Court Nod to Hire Garner Health Law ---------------------------------------------------------- Primex Clinical Laboratories, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Garner Health Law Corporation in the ordinary course of business or alternatively, as special regulatory counsel. The firm's services include: (a) reviewing, negotiating and as appropriate drafting professional services agreements between Primex and third parties; (b) reviewing, negotiating and as appropriate drafting non-professional services agreements between Primex and third parties; (c) providing professional advice relating to the Clinical Laboratory Improvement Amendments (CLIA); and (d) providing professional advice relating to the federal state fraud and abuse laws, and specifically how it relates to clinical laboratories. Craig Garner, Esq., the owner of Garner Health Law Corporation, is the primary attorney in this representation and he will be billed at his hourly rate of $650 plus reimbursement for expenses incurred. Mr. Garner disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Craig B. Garner, Esq. Garner Health Law Corporation 475 Washington Blvd. Marina del Rey, CA 90292 Telephone: (310) 458-1560 Facsimile: (310) 694-9025 Email: craig@garnerhealth.com About Primex Clinical Laboratories Primex Clinical Laboratories, Inc., a medical laboratory in Los Angeles, Calif., filed a voluntary Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-11446) on Oct. 10, 2023. In the petition signed by its chief executive officer, Oshin Harootoonian, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Martin R. Barash oversees the case. Craig B. Garner, Esq., at Garner Health Law Corporation serves as the Debtor's bankruptcy counsel. PRIZE MANAGEMENT: Seeks to Hire A. Quarles CPA as Accountant ------------------------------------------------------------ Prize Management, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ A. Quarles CPA, PLLC as its accountant. The firm will render these service: a. assist the Debtor with preparing its federal and state tax returns and monthly, quarterly, and annual tax reports; and b. perform any other accounting services needed by the Debtor as part of the bankruptcy proceedings. Anita Kiehl-Quarles' hourly rate is $70 per hour for bookkeeping, and an annual fee between $750 and $950 depending on time spent and issues involved, for preparing and filing state and federal tax returns. Ms. Quarles does not represent any interest adverse to the Debtor or the estate in the matters upon which she is to be engaged. Ms. Quarles can be reached at: Anita Kiehl-Quarles, CPA A. Quarles CPA, PLLC 3309 Healy Dr STE C Winston-Salem, NC 27103 Phone: (336) 774-9860 About Prize Management, LLC Prize Management, LLC is a sand and gravel mining company which operates on the land owned by Sand Ridge Development Assn., Inc. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02681) on September 14, 2023. In the petition signed by Alton Williams, Jr., president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Pamela W. McAffee oversees the case. William P. Janvier, Esq., at Stevens Martin Vaugh & Tadych, PLLC, represents the Debtor as legal counsel. PROBITAS TECHNOLOGY: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Probitas Technology, Inc. 2745 N Front Street Harrisburg, PA 17110 Chapter 11 Petition Date: November 27, 2023 Court: United States Bankruptcy Court Middle District of Pennsylvania Case No.: 23-02670 Debtor's Counsel: Robert E. Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY PC 2320 N. Second St. Harrisburg, PA 17110 Tel: (717) 238-6570 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Benjamin Williams as president. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ASWVYMY/Probitas_Technology_Inc__pambke-23-02670__0001.0.pdf?mcid=tGE4TAMA Q.Y. TANG'S HWA: Seeks to Tap Trachtenberg & Pauker as Accountant ----------------------------------------------------------------- Q.Y. Tang's Hwa Yuan, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Trachtenberg & Pauker, LLP. The Debtor requires an accountant to: (a) assist the management in its preparation of financial statements supporting the Debtor's schedules; (b) prepare tax related filings required by the Debtor; (c) provide ongoing accounting advice as requested by the Debtor's management; and (d) perform all other accounting services for the Debtor. The hourly rates of the firm's professionals are as follows: Martin Pauker $410 Steven Feinglass $375 In addition, the firm will seek reimbursement for expenses incurred. The firm received advanced payments in the aggregate amount of $27,121.88 for fees and disbursements incurred prior to the Debtor's Chapter 11 filing. Martin Pauker, CPA, a partner at Trachtenberg & Pauker, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Martin Pauker, CPA Trachtenberg & Pauker, LLP 100 Crossways Park West, Suite 110 Woodbury, NY 11797 Telephone: (516) 496-7100 Facsimile: (516) 496-7436 About Q.Y. Tang's Hwa Yuan Q.Y. Tang's Hwa Yuan, Inc. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Q.Y. Tang's Hwa Yuan filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-11730) on Oct. 30, 2023, with $10 million to $50 million in both assets and liabilities. Chen Lieh Tang, president, signed the petition. Judge David S. Jones oversees the case. The Debtor tapped Randolph E. White, Esq., at White & Wolnerman, PLLC as bankruptcy counsel; Matthew Sheppe, Esq., at Reiss Sheppe LLP as special real estate counsel; and Trachtenberg & Pauker, LLP as accountant. Q.Y. TANG'S HWA: Taps Reiss Sheppe as Special Real Estate Counsel ----------------------------------------------------------------- Q.Y. Tang's Hwa Yuan, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Reiss Sheppe, LLP. The Debtor requires special real estate counsel in connection with a contested mortgage foreclosure proceeding and closing of a loan commitment with Bridge Funding, Inc. The hourly rates of the firm's counsel and staff are as follows: Matthew Sheppe $550 Stephen Friedman $650 Doran Golubtchik $500 In addition, the firm will seek reimbursement for expenses incurred. The firm received advanced payments in the aggregate amount of $24,736.15 for fees and disbursements incurred prior to the Debtor's Chapter 11 filing. Matthew Sheppe, Esq., a partner at Reiss Sheppe, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Sheppe, Esq. Reiss Sheppe, LLP 425 Madison Avenue, 19th Floor New York, NY 10017 Telephone: (212) 753-2424 About Q.Y. Tang's Hwa Yuan Q.Y. Tang's Hwa Yuan, Inc. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Q.Y. Tang's Hwa Yuan filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-11730) on Oct. 30, 2023, with $10 million to $50 million in both assets and liabilities. Chen Lieh Tang, president, signed the petition. Judge David S. Jones oversees the case. The Debtor tapped Randolph E. White, Esq., at White & Wolnerman, PLLC as bankruptcy counsel; Matthew Sheppe, Esq., at Reiss Sheppe LLP as special real estate counsel; and Trachtenberg & Pauker, LLP as accountant. R&D TRANSPORT: Seeks to Hire Don Smock Auction as Auctioneer ------------------------------------------------------------ R&D Transport Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Don Smock Auction Co, Inc. as its auctioneer. The firm liquidate all the Debtor's personal property assets consisting of truck parts, equipment, vehicles, office furnishings, and other personal property. The commission to auctioneer shall be 20 percent with a minimum of $11,000. The auctioneer shall also charge a buyer's premium of 10 percent and retain those funds. Matt Scalf, sales manager at Don Smock Auction, assured the court that the firm is a disinterested party and does not have an adverse relationship to this case. The firm can be reached through: Matt Scalf Don Smock Auction Co, Inc. 6531 S. State Road 13 Pendleton, IN 46064 Phone: (765) 778-9277 About R&D Transport Inc. R&D Transport is a general freight trucking company. R&D Transport Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-04973) on Nov. 8, 2023. The petition was signed by Cathy Reed as president. At the time of filing, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge James M. Carr presides over the case. David Krebs, Esq. at HESTER BAKER KREBS LLC represents the Debtor as counsel. RACHEL ONE: Seeks to Hire Law Offices of Avrum J. Rosen as Counsel ------------------------------------------------------------------ Rachel One Holding Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Avrum J. Rosen, PLLC as its attorneys. The firm will represent the Debtor in any matter posing an actual or potential conflict of interest that might otherwise disqualify it as Debtor's counsel. The firm will be paid at these rates: Partners $670 per hour Associates $570 per hour Paralegals $200 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm will receive a retainer in the amount of $25,000. As disclosed in court filings, The Law Offices of Avrum J. Rosen is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Avrum J. Rosen, Esq. THE LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New Street Huntington, NY 11743 Telephone: (631) 423-8527 Email: arosen@ajrlawny.com About Rachel One Rachel One Holding Inc. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42184) on June 22, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Elizabeth S. Stong oversees the case. Karamvir Dahiya, Esq., at Dahiya Law Offices, LLC represents the Debtor as bankruptcy counsel. RITE AID: 77-Year-Old Kelso Store to Close After Rite Aid Takeover ------------------------------------------------------------------ Hayley Day of The Daily News (Longview, Washington) reports that Kelso's 77-year-old downtown drug store is closing next week after being purchased by Rite Aid -- the national drugstore chain going through Chapter 11 bankruptcy. Furness Drug & Gift at 114 S. Pacific Ave. is set to close Wednesday, said manager Jenny Fjermestad, who has been employed at the pharmacy for last four decades and whose father Larry Schmidt previously owned the business. Fjermestad said the pharmacy is closing because profits were waning, despite filling roughly 350 prescriptions a week. She said customers have been directed to Rite Aid to fill future prescriptions, and at the end of the month, the Furness Drug phone number will be automatically rerouted to Rite Aid's number. Furness was last owned by Hi-School Pharmacy, originally formed in Vancouver and now with a dozen regional locations, some of which, like Furness, run under independent names. Neither a Rite Aid nor Hi-School Pharmacy representative could be reached for comment prior to deadline. However, Fjermestad said Rite Aid is set to officially take over December 1, 2023. The plan is to close the 2,500-square-foot downtown Kelso store and transfer inventory to a nearby location. Furness Drug & Gift in Kelso, captured on Friday, November 24, 2023. The drugstore is closing Wednesday after more than seven decades in business. Emily Urfer said as of November 22, 2023, none of the three Furness employees were offered jobs at Rite Aid. In the wake of its bankruptcy filing, Rite Aid is set to close almost 100 stores nationwide. Eleven stores in Washington state are slated to close, according to an October court filing reported by the Associated Press, but neither the Kelso Rite Aid near Wilco nor the Longview location in the Triangle Shopping Center are included on the list. Furness Drug originally opened in 1946 by brothers Orion and Clifford Furness, according to The Daily News archives. The pair also briefly owned Miller Longview Drug on Commerce Avenue and Cross Roads drug store on 30th Avenue in Longview. Pharmacist Schmidt took over full ownership of Furness in 1988 after being partners with Cliff Furness for 15 years, according to a TDN article. Orion Furness died almost a decade prior to the sale. Fjermestad said her father renamed the store LJ's Furness Drug, and sold the business to Hi-School Pharmacy in 2019 when he was ready to retire. County records show Schmidt still owns the property, built in 1923 and assessed at $223,540 in 2022. Fjermestad said her father would like to lease or sell the space to another business. She said downtown used to be a thriving location, with a nearby grocery store and more banks, unlike today. But she also admitted it's been hard to compete with chain pharmacies open more days and later hours than Furness. Cowlitz County Economic Development Council Vice President Lindsey Cope said that area of Kelso used to be "a booming little community," but the section is slowly becoming what it once was. Cope recently re-established a Kelso business organization -- the Kelso Business & Community Association -- applying to be part of a national program that aims to revitalize downtowns. The program is a subsect of America in Bloom, the organization credited for drawing new businesses to downtown Castle Rock. Since 1966, Jonathan Rodeback's family has owned First Avenue's Castle Rock Pharmacy. Rodeback said people continue to choose his independent pharmacy over chains because of the tailored customer service and ability to quickly fill prescriptions compared to overrun big box stores. Fjermestad said Furness' intimate customer service also drew patrons from nearby chain pharmacies, because Furness is a place where "people know your name." Some customers have been with the drugstore since it opened, Fjermestad added, and some have cried learning of the closure. "I'm sad for our customers because they've been loyal to us through thick and thin," she said. "That's probably the hardest part." As part of the bankruptcy, Rite Aid is selling its pharmacy benefit company Elixir to MedImpact Healthcare Systems, according to Rite Aid. 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 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. RLI SOLUTIONS: Seeks Approval to Hire Ritchie Bros. as Auctioneer ----------------------------------------------------------------- RLI Solutions Company seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Ritchie Bros. Auctioneers (America) Inc. as its auctioneer. The firm will assess the value, market and sell the Debtor's oil and gas equipment most effectively and to liquidate the equipment for the best and highest price. Ritchie Bros. will advertise and market the equipment through their auction website and hold a public and on-line auction and to represent the estate as seller in connection with the sale of the Debtor’s equipment. Ritchie Bros. will be paid as follows: (a) nine percent for any lot in excess of $3,000; and (b) for any lot realizing $3,000 or less, 25 percent, with a minimum fee of $195 per lot. As disclosed in court filings, Ritchie Bros. is "disinterested" pursuant to Section 101(14) of the Bankruptcy Code. The firms can be reached through: Todd Meadows Ritchie Bros. Auctioneers (America) Inc. IronPlanet, Inc. 4000 Pine Lake Road Lincoln, NE 68516 Telephone: (615) 453-4589 Facsimile: (615) 453-4589 Email: tmeadows@ritchiebros.com About RLI Solutions Company RLI Solutions Company, doing business as Ronald Lane Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-21375) on July 17, 2022, listing as much as $10 million in both assets and liabilities. Christopher Lane, president of RLI Solutions Company, signed the petition. Judge Thomas P. Agresti oversees the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik is the Debtor's legal counsel. ROCKHOUSE LIVE: Seeks to Hire Mancuso Law PA as Counsel ------------------------------------------------------- Rockhouse Live Key West LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Mancuso Law, P.A. as counsel. The firm will provide these services: a. give advice to Debtor with respect to its powers and duties as debtor-in-possession and the continued management of its business operations; b. advise Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of Debtor in all matters pending before the Court; and e. represent Debtor in negotiation with its creditors in the preparation of a plan. The firm will be paid at the rate of $400 per hour, and a retainer in the amount of $26,800. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Nathan G. Mancuso, Esq., a partner at Mancuso Law, P.A, 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: Nathan G. Mancuso, Esq. MANCUSO LAW, P.A. Boca Raton Corporate Centre 7777 Glades Rd., Suite 100 Boca Raton, FL 33434 Tel: (561) 245-4705 Fax: (561) 226-2575 Email: ngm@mancuso-law.com About Rockhouse Live Key West LLC Rockhouse Live Key West LLC owns and operates a bar and live music venue. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19183. In the petition signed by Zach Bair, authorized representative, the Debtor disclosed up to $10 million in both assets and liabilities. Nathan G. Mancuso, Esq., at Mancuso Law, PA., represents the Debtor as legal counsel. RVL PHARMACY: Completes Financial Restructuring, Exits Chapter 11 ----------------------------------------------------------------- RVL Pharmaceuticals, Inc., a specialty pharmaceutical company focused on the commercialization of UPNEEQ(R) (oxymetazoline hydrochloride ophthalmic solution), 0.1%, for the treatment of acquired blepharoptosis, or droopy eyelids, in adults, on Nov. 27 disclosed that it and its wholly-owned U.S. operating subsidiary RVL Pharmacy, LLC (collectively, the "RVL Subsidiaries"), successfully emerged from their Chapter 11 cases on November 22, 2023 following the confirmation by the United States Bankruptcy Court for the District of Delaware of their Plan of Reorganization ("Plan") on November 20, 2023. RevitaLid Pharmaceutical Corp., previously the direct parent company of RVL Pharmaceuticals, Inc, concurrently emerged from its Chapter 11 case, though will be wound down under the Plan. "Upon emergence, the RVL Subsidiaries are well-positioned to invest in UPNEEQ, drive their strategic initiatives, and continue to deliver high-quality, innovative ocular and aesthetic solutions for patients and healthcare partners," said Brian Markison, Chief Executive Officer of the Company. The Plan was unanimously supported by the RVL Subsidiaries' sole secured lender (funds managed by Athyrium Capital Management, LP ("Athyrium")) and other key stakeholders. The Company will continue to operate and be supported as a privately held company under the ownership of Athyrium. It is expected the wind-down of the Company's former public parent company, RVL Pharmaceuticals plc, and its subsidiaries other than the RVL Subsidiaries will promptly commence, and RVL Pharmaceuticals plc's public equity is expected to be cancelled upon completion of its wind-down during 2024, resulting in no recovery to public shareholders. About the Company RVL Pharmaceuticals, Inc. -- http://www.rvlpharma.com-- is a specialty pharmaceutical company focused on the commercialization of UPNEEQ(R) (oxymetazoline hydrochloride ophthalmic solution), 0.1%, for the treatment of acquired blepharoptosis, or low-lying eyelid, in adults. UPNEEQ is the first non-surgical treatment option approved by the FDA for acquired blepharoptosis. SAMSON TOURS: Hires B2B CFO Partners as Chief Finance Officer ------------------------------------------------------------- Samson Tours Inc. d/b/a Samson Trailways seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Mr. Steve Nevin of B2B CFO Partners as chief finance officer. The firm will provide these services: a. advise, assist and represent the Debtor in connection with analysis of the assets, liabilities and financial condition of the Debtor and other matters relating to the business of the Debtor and analyzing the monthly operating reports and other financial reports, compliance with the U.S. Trustee's guidelines, and aiding in fling of a Plan of Reorganization; b. provide support and assistance to the Debtor with regard to the proper receipt, disbursement and accounting for funds and property of the estate; and c. perform any and all other financial consulting services incident or necessary to the proper administration of the case, and the representation of the Debtor in the performance of the Debtor's duties and exercise of the Debtor's rights and powers under the Bankruptcy Code and Bankruptcy Rules. Mr. Nevin, the CFO, will be paid at $265 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steve Nevin, a partner of B2B CFO Partners, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steve Nevin B2B CFO Partners 1089 Bridge Mill Ave. Canton, GA 30114 Tel: (480) 397-0590 About Samson Tours Inc. d/b/a Samson Trailways Samson Tours, Inc. is an Atlanta-based provider of luxury bus charter services. The company conducts business under the name Samson Trailways. Samson Tours filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-59894) on Oct. 6, 2023, with $4,795,908 in assets and $5,833,867 in liabilities. John Sambdman, chief executive officer, signed the petition. Ian Falcone, Esq., at The Falcone Law Firm, PC represents the Debtor as bankruptcy counsel. SAN JORGE: Seeks to Delay Disclosures Hearing to Mid-January ------------------------------------------------------------ San Jorge Children's Hospital, Inc., submitted a motion to reschedule hearing for disclosure statement and related timelines. On September 19, 2023, the debtor filed a request for continuance of the hearing for the approval of the Disclosure Statement. However, upon the objection of the unsecured creditor's committee the hearing was converted into a status hearing. At the hearing, the Debtor proffered to the Court that it continued working with a potential stalking horse and that, whether a commitment to move forward was expected to take place during the next days. Under that premise, the Debtor requested for certain dates to be fixed and scheduled in the Court calendar. Finally, the Court scheduled a hearing on the approval of the disclosure statement for October 19, 2023, and reserved three dates for potential confirmation to wit, November 30, 2023, and December 14 or 21, 2023. The Debtor requested certain extensions of time to the deadlines provided for Debtor to submit its working plan, respond to the objections, supplement the disclosure statement and/or inform the Court accordingly. The Debtor noted that the extension of time was being requested in abundance of caution. Notwithstanding, ultimately, the Debtor requested the rescheduling of the approval of the disclosure statement hearing for October 19, 2023, to November 30, 2023. Per the arguments detailed below, the Debtor requests for the hearing scheduled for November 30, 2023, for the approval of the disclosure statement, to be rescheduled to a later date not earlier than mid-January 2024. On this date November 17, 2023, the Debtor has filed "Debtor's Motion for an Order (I) Approving (A) Entry Into Bidding Procedures and the Form and Manner of Notice Thereof, (B) Authorizing Debtor to Designate Stalking Horse Bidder and Related Bid Protections (II) Scheduling the Sale Hearing, (III) Establishing Assumption and Assignment Procedures and Approving the Manner Of Notice Thereof and (IV) Granting Certain Related Relief" (The "Bidding Procedures Motion"). Considering the importance of the approval of the Bidding Procedures and other relief requested in the Bidding Procedures Motion, the Debtor sought a scheduling order providing specific timelines to allow parties to raise any objection to the motion at docket no. 494. Such Scheduling Motion seeks for a hearing on the bidding procedures to take place on November 30, 2023. It is critical to outline that the Debtor may sale its property after confirmation per Section 1129, but can achieve such purpose prior confirmation per Section 363. However, to move forward with the approval of the disclosure statement, the debtor needs to address what would be the means of execution of the intended plan of reorganization. Therefore, allowing the bidding procedures to run through December 2023, will allow the Debtor to receive bids from parties in interest, for debtor to seek a stalking horse, hold an auction and move to a sale hearing to approve the intended sale. Providing priority to the sale process will allow the Debtor to overcome the pending objections and preserve the operations of the debtor uninterrupted through a sale process. As has been shown, there is cause to the remedy requested, as the rescheduling merely seeks a reasonable time for Debtor to obtain approval of the bidding procedures for the sale of the property in accordance with the same and secure the best sale for the estate and the operations of the debtor. What remains critical to the remedy requested herein, is that the Debtor may sale before or after a confirmed plan through Section 363 or 1141. Achieving the sale before or after the confirmation should be of no consequence or secondary to this primary goal. Further, the Debtor seeks to avoid struggling towards the approval of a disclosure statement upon which objections mainly seek for debtor to direct all its resources towards a successful sale process. It is critical to outline that the secured creditor and the UCC, through their counsel, are consulting parties within the bidding procedures and will have an active role in the process. Therefore, the Debtor requests for the hearing scheduled for Nov. 30, 2023, on the approval of the Disclosure Statement, to be rescheduled to a later date not earlier than mid-January 2024. Further, the Debtor seeks to be allowed to file any amendment or supplement to its disclosures statement no later than 14 days prior the hearing and responses or objections to be filed no later than 7 days prior the rescheduled hearing. Attorney for Debtors: Wigberto Lugo Mender, Esq. Alexis A. Betancourt Vincenty, Esq. Lugo Mender Group, LLC 100 Carr 165 Suite 501 Guaynabo, P.R. 00968-8052 Tel.: (787) 707-0404 Fax: (787) 707-0412 E-mail: wlugo@lugomender.com a_betancourt@lugomender.com About San Jorge Children's Hospital San Jorge Children's Hospital, Inc. operates a hospital in San Juan, P.R., which specializes in pediatrics. San Jorge Children's Hospital filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-02630) on Sept. 1, 2022, with between $10 million and $50 million in both assets and liabilities. Edward P. Smith, chief operating officer, signed the petition. Judge Maria De Los Angeles Gonzalez presides over the case. The Debtor tapped Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC as bankruptcy counsel and Galindez, LLC as external auditor. Cardona Jimenez Law Offices, P.S.C. represents the official committee of unsecured creditors appointed in the Debtor's case while RSM Puerto Rico serves as the committee's financial advisor. SANUWAVE HEALTH: Manchester Management Reports 33.7% Equity Stake ----------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Sanuwave Health, Inc. as of Nov. 17, 2023: Shares Percent Beneficially of Reporting Person Owned Class Manchester Management PR, LLC 472,022,067 33.7% Manchester Explorer, L.P. 418,022,067 29.84% Manchester Management Company, LLC 472,022,067 33.7% James E. Besser 474,272,067 33.86% Morgan C. Frank 454,964,873 32.48% The outstanding Shares figure reflects 1,400,639,885 Shares, which is comprised of two components: (i) 1,026,078,464 Shares outstanding as reported in the Issuer's 10-Q filed by the Issuer on Nov. 9, 2023; and (ii) 374,561,421 Shares of the Issuer that the Reporting Persons may acquire on conversion, exercise or exchange of the Derivatives. The Reporting Persons acquired their Shares for investment and have filed the Schedule 13D/A to report a change in their respective beneficial ownership percentages of the Shares resulting from an agreement between the Issuer and the Reporting Persons to remove beneficial ownership blocker provisions of notes and warrants of the Issuer beneficially owned by the Reporting Persons. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1169253/000091957423006498/d10881716_13d-a.htm About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is focused on the research, development, and commercialization of its patented, non-invasive and biological response-activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures. SANUWAVE's end-to-end wound care portfolio of regenerative medicine products and product candidates help restore the body's normal healing processes. SANUWAVE applies and researches its patented energy transfer technologies in wound healing, orthopedic/spine, aesthetic/cosmetic, and cardiac/endovascular conditions. SANUWAVE reported a net loss of $10.29 million for the year ended Dec. 31, 2022, compared to a net loss of $27.26 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $19.87 million in total assets, $60.88 million in total liabilities, and a total stockholders' deficit of $41.01 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring losses and needs to raise additional funds to meet its obligations and sustain its operations and the occurrence of the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SH 168: Court Approves Disclosure Statement ------------------------------------------- Judge Elizabeth S. Stong has entered an order approving the Disclosure Statement of SH 168, LLC. Dec. 11, 2023 at 5:00 p.m. (Eastern Time) is fixed as the last day for submitting written acceptances or rejections to the Plan. Dec. 21, 2023 at 10:30 a.m. (Eastern Time), or as soon thereafter as counsel may heard, is fixed for a hearing on confirmation of the Plan (the "Hearing"), before the Honorable Elizabeth S Stong, at the United States Bankruptcy Court, 271 Cadman Plaza East, Brooklyn, New York. Dec. 14, 2023 at 5:00 p.m. (Eastern Time) is fixed as the last day for filing and serving written objections to confirmation of the Plan. About SH 168, LLC SH 168, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41864) on May 25, 2023. At the time of filing, the Debtor estimated $10,000,001 to $50 million in both assets and liabilities. Judge Elizabeth S. Stong presides over the case. William X Zou, Esq., at Bill Zou & Associates PLLC, is the Debtor's counsel. SHAMBHALA TREATMENT: Hires Forge Real Estate Group as Broker ------------------------------------------------------------ Shambhala Treatment Center LLC and Crockett Pathways LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Forge Real Estate Group, LLC as their commercial real estate broker. The firm's services include: a. assisting the Debtors in analyzing, negotiating and prosecuting claims owned by the estate against third parties; b. testifying as a witness in connection with such litigation; and c. assisting the Debtors in marketing the Property for sale or lease. The broker will receive a commission equal to 6 percent of the purchase price. Forge Real Estate is a "disinterested person" within the definition of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: George Froming Forge Real Estate Group, LLC 9766 Westview Drive Houston, TX 77055 Phone: (832) 651-4209 Email: gfroming@forge-REgroup.com About Shambhala Treatment Center Shambhala is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Shambhala Treatment Center LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33463) on Sep. 5, 2023. The petition was signed by Chong Sophia Han as representative of the Debtor. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Eduardo V Rodriguez oversees the case. Charles Clinton Hunter, Esq. at Hayes Hunter, PC represents the Debtor as counsel. SHAMBHALA TREATMENT: Seeks to Hire Hayes Hunter as Lead Counsel --------------------------------------------------------------- Shambhala Treatment Center LLC and Crockett Pathways LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hayes Hunter PC as its lead counsel. The firm's services include: a. assisting the Debtors in analyzing, negotiating and prosecuting claims owned by the estate against third parties; b. preparing and filing such pleadings as are necessary to pursue the estate's claims against third parties; c. conducting appropriate examinations of witnesses, claimants and other parties in interest in connection with such litigation; d. representing the Debtors in any adversary proceedings and other proceedings before the Court and in any other judicial or administrative proceeding in which the claims may be affected including the appeal of the trial court judgment and supersedeas issues; e. collecting any judgment that may be entered in the contemplated litigation; f. handling any appeals that may result from the contemplated litigation; g. performing any other legal services that may be appropriate in connection with the prosecution of the litigation described above; and h. completing the Chapter 11 petitions filed on behalf of Debtors. The firm will charge these rates: Charles Clinton Hunter $385 per hour Associate Attorneys $285 per hour The firm received a retainer in the amount of $8,500. As disclosed in the court filings, Hayes Hunter is a "disinterested person" within the definition of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles Clinton Hunter, Esq. HAYES HUNTER PC 4265 San Felipe Street, Suite 1000 Houston, TX 77027 Telephone: (469) 694-5376 Facsimile: (713) 583-7047 About Shambhala Treatment Center Shambhala is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Shambhala Treatment Center LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33463) on Sep. 5, 2023. The petition was signed by Chong Sophia Han as representative of the Debtor. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Eduardo V Rodriguez oversees the case. Charles Clinton Hunter, Esq. at Hayes Hunter, PC represents the Debtor as counsel. SHAMBHALA TREATMENT: Taps Elmira Tax Services as Tax Preparer ------------------------------------------------------------- Shambhala Treatment Center LLC and Crockett Pathways LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Elmira Tax Services, LLC as their tax preparer. The firm will prepare and file federal and state returns that may become due in the years 2023 and onward. A flat fee arrangement has been negotiated. As disclosed in the court filings, Elmira Tax Services is a "disinterested person" within the definition of Section 101(14) of the Bankruptcy Code. The firm can be reached through: William Tse, CPA Elmira Tax Services, LLC 927 W 25th Street, Unit A Houston, T 77008 Tel: (917) 499-6966 About Shambhala Treatment Center Shambhala is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Shambhala Treatment Center LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33463) on Sep. 5, 2023. The petition was signed by Chong Sophia Han as representative of the Debtor. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Eduardo V Rodriguez oversees the case. Charles Clinton Hunter, Esq. at Hayes Hunter, PC represents the Debtor as counsel. SISSON ENGINEERING: Seeks to Hire Madoff & Khoury as Legal Counsel ------------------------------------------------------------------ Sisson Engineering Corp. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Madoff & Khoury LLP to handle its Chapter 11 case. The firm will be paid at these rates: Partner Time $450/hour Associate Time $350/hour Paralegals $160/hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount of $26,738. David B. Madoff, a partner at Madoff & Khoury LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David B. Madoff, Esq. Steffani M. Pelton, Esq. MADOFF & KHOURY LLP 124 Washington Street Foxboro, MA 02035 Telephone: (508) 543-0040 Email: madoff@mandkllp.com About Sisson Engineering Corp. Sisson Engineering Corp. is a global supplier of complex machined parts. The Company manages a diverse product line, manufacturing close to tolerances and utilizing materials ranging from aluminum to specialty alloys. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-30475) on November 14, 2023. In the petition signed by Cody F. Sisson, president, the Debtor disclosed $2,830,063 in assets and $11,211,249 in liabilities. Judge Elizabeth D. Katz oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP, represents the Debtor as legal counsel. SMART EARTH: Hires Stretto Inc. as Claims and Noticing Agent ------------------------------------------------------------ Smart Earth Technologies LLC and Smart Water Services LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stretto, Inc. as its claims and noticing agent. The Debtor requires a claims and noticing agent to serve notices to creditors, equity security holders and other concerned parties, and provide computerized claims-related services. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About Smart Earth Technologies LLC Smart Earth Technologies LLC is a provider of utility management solutions for water utilities. SET's customers are primarily utility companies, many of which are owned and operated by municipalities or other governmental bodies. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Dela. Lead Case No. 23-11866) on November 14, 2023. In the petition signed by Don Van der Wiel, chief restructuring officer, Smart Earth disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Karen B. Owens oversees the case. The Debtors tapped Gregory A. Taylor, Esq., at ASHBY & GEDDES, P.A., as local bankruptcy counsel, Matthew G. Bouslog, Esq., at ALLEN MATKINS LEEK GAMBLE MALLORY & NATSIS LLP, as bankruptcy counsel, G2 CAPITAL ADVISORS, LLC as financial advisor, and VERDOLINO & LOWEY, P.C. as accountant. SOHO OFFICES: Seeks Approval to Hire Pick & Zabicki as Counsel -------------------------------------------------------------- Soho Offices Suites, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Pick & Zabicki LLP as counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor under the Bankruptcy Code; (b) assist and advise the Debtor in the preparation of its financial statements, schedules of assets and liabilities, statement of financial affairs and other reports and documentation required pursuant to the Bankruptcy Code and the Bankruptcy Rules; (c) represent the Debtor at all hearings and other proceedings relating to its affairs as a Chapter 11 Debtor; (d) prosecute and defend litigated matters that may arise during this Chapter 11 case; (e) assist the Debtor in the formulation and negotiation of a plan of reorganization and all related transactions; (f) assist the Debtor in analyzing the claims of creditors and in negotiating with such creditors; (g) prepare all necessary legal papers; and (h) perform such other necessary legal services. The hourly rates of the firm's counsel and staff are as follows: Partners $435 - $515 Associates $250 Paraprofessionals $125 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $28,500 and a $2,500 advance for expenses and filing fees. Douglas Pick, Esq., a member of Pick & Zabicki, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas Pick, Esq. Pick & Zabicki LLP 369 Lexington Avenue 12th Floor New York, NY 10017 Telephone: (212) 695-6000 Email: dpick@picklaw.net About Soho Offices Suites Soho Offices Suites, LLC, doing business as Select Office Suites, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11839) on Nov. 18, 2023. In the petition signed by its chief operating officer, Angela Olivo, the Debtor disclosed $2,451,967 in total assets and $2,433,463 in total liabilities. Judge Lisa G. Beckerman oversees the case. Douglas Pick, Esq., at Pick & Zabicki, LLP serves as the Debtor's legal counsel. SONI HOLDINGS: Hires Weinberg Gross & Pergament as Counsel ---------------------------------------------------------- Soni Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Weinberg, Gross, & Pergament, LLP as its counsel. The Debtor requires legal counsel to: (a) give advice regarding the powers and duties of the Debtor in the continued management of its business and property; (b) represent the Debtor before the bankruptcy court and at all hearings on matters pertaining to its affairs; (c) advise and assist the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; (d) prepare legal papers; and (e) perform all other legal services which may be necessary in the Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Partners $625 Senior Associates and Junior Partners $525-$575 Associates $475 Paralegals $120 Marc Pergament, Esq., a member of Weinberg, Gross & Pergament, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Marc A. Pergament, Esq. Weinberg, Gross & Pergament LLP 400 Garden City Plaza, Suite 309 Garden City, NY 11530 Telephone: (516) 877-2424 Email: mpergament@wgplaw.com About Soni Holdings LLC Soni Holdings LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-73863) on Oct. 18, 2023, listing $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Marc A Pergament, Esq. at Weinberg, Gross, & Pergament, LLP represents the Debtor as counsel. STAY CALM: Court OKs Cash Collateral Access, DIP Loan ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Stay Calm Keep Trucking Inc. to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor is permitted to factor its receivables to RTS Financial Services, Inc. pursuant to a Factoring Agreement. The Debtor has an immediate need to obtain the Factoring Facility proceeds and use cash collateral to, among other things, permit the orderly continuation of the operation of its business; maintain business relationships with vendors, suppliers, and customers; make payroll; make capital expenditures; satisfy other working capital and operational needs; and otherwise preserve the value of the Debtor's estate. As adequate protection, RTS is granted, with respect to (i) all of the obligations of the Debtor under the Factoring Agreement and (ii) the diminution, if any, in the value of RTS's interest in cash collateral, an allowed super-priority administrative expense claim against the Debtor, pursuant to 11 U.S.C. section 364(c)(1), having priority over any and all administrative expense claims, adequate protection claims, and all other claims against the Debtor. RTS is granted, with respect to (i) all of the obligations of the Debtor under the Factoring Agreement and (ii) the diminution, if any, in the value of RTS' interest in cash collateral, an allowed super-priority administrative expense claim against the Debtor pursuant to 11 U.S.C. section 364(c)(1), having priority over any and all administrative expense claims, adequate protection claims, and all other claims against the Debtor. As security for the Factoring Obligations, RTS is granted first-priority priming liens pursuant to 11 U.S.C. sections 361(2), 363, and 364(d) on all of the Collateral, subject and subordinate in priority only to valid, perfected, and unavoidable prepetition liens. These events constitute a "Termination Event": (a) The occurrence of any material breach, default, or non-compliance with the terms of the Interim Order; (b) The dismissal of the Chapter 11 Case; (c) The conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code; (d) The appointment of a trustee in the Chapter 11 Case except for the Subchapter V trustee; (e) Any expenditure by the Debtor that is not authorized thereunder; (f) The entry by the Court of an order grating relief from the automatic stay imposed by 11 U.S.C. section 362 as to any of the Collateral; (g) The Debtor's failure to timely make any payment required under the Factoring Agreement or the Interim Order; or (h) Any default under the Factoring Agreement. A further hearing on the matter is set for December 5 at 10 a.m. The Lender may be reached at: RTS Financial 9300 Metcalf, Ste. 301 Overland Park, KS 66212 A copy of the order is available at https://urlcurt.com/u?l=nNjJQi from PacerMonitor.com. About Stay Calm and Keep Trucking Inc. Stay Calm Keep Trucking Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-15634) on November 20, 2023. In the petition signed by Andrius Petkunas, president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Saulius Modestas, Esq., at Modestas Law Offices, P.C., represents the Debtor as legal counsel. STRATEGIES 360: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Strategies 360, Inc. d/b/a Western Consultants 1505 Westlake Ave N, Suite 1000 Seattle, WA 98109 Business Description: Strategies 360 is a full-service research, public affairs, and communications firm. Chapter 11 Petition Date: November 27, 2023 Court: United States Bankruptcy Court Western District of Washington Case No.: 23-12303 Judge: Hon. Timothy W Dore Debtor's Counsel: Thomas A. Buford, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Tel: (206) 292-2110 Fax: (206) 292-2104 Email: tbuford@bskd.com Total Assets: $8,781,083 Total Liabilities: $10,738,715 The petition was signed by John Rosenberg as chief financial officer. 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/2O2D3IY/Strategies_360_Inc__wawbke-23-12303__0001.0.pdf?mcid=tGE4TAMA STRONG CLEANING: James Overcash Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee for Region 13 appointed James Overcash, Esq., as Subchapter V trustee for Strong Cleaning, Inc. Mr. Overcash, a partner at Woods Aitken, LLP, will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Overcash declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: James A. Overcash, Esq. Woods Aitken, LLP 301 South 13th Street, Suite 500 Lincoln, NE 68508 Phone: 402-437-8519 Email: jovercash@woodsaitken.com About Strong Cleaning Strong Cleaning, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Neb. Case No. 23-41047) on Nov. 6, 2023, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Thomas L. Saladino oversees the case. John A. Lentz, Esq., at Lentz Law, PC, LLLO represents the Debtor as bankruptcy counsel. SUMMIT MATERIALS: Moody's Alters Outlook on 'Ba2' CFR to Positive ----------------------------------------------------------------- Moody's Investors Service affirmed Summit Materials, LLC's Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating. At the same time, Moody's upgraded the company's existing secured debt (comprising a revolving credit facility and term loan) to Baa3 from Ba1 and affirmed its unsecured debt rating of Ba3. Moody's also assigned a Baa3 rating to the new term loan B facility and a Ba3 rating to the company's new unsecured notes. Summit Materials' Speculative Grade Liquidity (SGL) Rating remains SGL-1. The rating outlook is changed to positive from stable. Proceeds from the proposed $800 million unsecured note, $500 million Term Loan B, and about $2 billion in Summit Materials' stock will be used to fund the $3.2 billion acquisition of Argos North America and transaction fees. Moody's anticipates the transaction to close in the first quarter of 2024 following regulatory and shareholder approval. "The ratings affirmation and positive outlook are driven by Summit Materials' strong operating performance, healthy end market demand, and the company's commitment to a modest leverage profile," said Justin Remsen, Assistant Vice President at Moody's. "While the Argos acquisition increases leverage above 3.0x, Moody's anticipate Summit Materials will de-lever with solid performance in 2024 and 2025 driven by increased onshoring of manufacturing, robust demand in public infrastructure and stabilization in single family residential construction. Summit Materials' ability to improve Argos's operating performance and reduce leverage below 3.0x will be key considerations during Moody's outlook period," added Remsen. RATINGS RATIONALE Summit Materials' Ba2 CFR reflects the company's strong market position as a leading regional producer of construction materials in Texas, Utah, Kansas, and Missouri and its vertically integrated asset base. Argos North America will add scale, geographic diversification and capacity to meet growing demand in the supply constrained US cement market. In addition, the Ba2 rating is supported by the company's EBITDA margins, very good liquidity and commitment to modest leverage. At the same time, Moody's rating takes into consideration the company's vulnerability to cyclical end markets and the competitive nature of its cement and ready-mix concrete businesses. Further, while the company has a credible track record of integrating smaller acquisitions, the scale and complexity of improving the relatively weak profitability of Argos' $1.5 billion revenue business could be more costly or time consuming than anticipated. The Baa3 rating on Summit Materials' existing and new secured debt is two notches above the CFR, reflecting their senior position in the capital structure and additional debt cushion provided by the new $800 million unsecured notes. The Ba3 rating on the company's existing and new unsecured debt, one notch below the CFR, results from their subordination to the company's secured debt. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Governance considerations under Moody's ESG framework—including financial strategy & risk management—were a key driver of the rating action. The acquisition is consistent with Summit Materials' commitment to its target net leverage below 3.0x (excluding Moody's adjustments). Moody's has changed Summit Materials' Environmental Issuer Profile Score (IPS) to E-4 from E-3, reflecting the company's increase in cement production, which is highly energy and carbon intensive. This is mitigated by Summit Materials' commitment to reduce its carbon emissions with increased use of alternative fuels; however, this will require significant R&D and capital spending. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: Debt-to-EBITDA approaches 3.0x; adjusted retained cash flow to net debt is above 25%; the company maintains very good liquidity. The ratings could be downgraded if: Debt-to-EBITDA is above 4.0x; adjusted retained cash flow to net debt is approaching 15%; the company's operating performance and liquidity deteriorates. The principal methodology used in these ratings was Building Materials published in September 2021. Summit Materials, LLC is a construction materials company with significant operations in Texas, Utah, Kansas, Missouri and Virginia. Summit Materials is a publicly traded company on the New York Stock Exchange. SUNLIGHT FINANCIAL: Hires McGuireWoods LLP as Special Counsel ------------------------------------------------------------- Sunlight Financial Holdings Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ McGuireWoods LLP as their special counsel. McGuireWoods will advise the Company with respect to corporate governance, litigation, and securities matters related to these Chapter 11 cases, as well as perform other legal services as may be necessary. The firm will be paid at these hourly rates: Partners $860 - $1715 Of Counsel $715 - $1460 Associates $565 - $960 Legal Assistants/Paralegals $240 - $525 Meredith Pinson, Esq. a partner at McGuireWoods, assured the court that the firm does not hold or represent any interest adverse to the Debtors or their estates, and is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Meredith A. Pinson, Esq. McGuireWoods LLP 201 NORTH TRYON STREET, SUITE 3000 CHARLOTTE, NC 28202-2146 Tel: (704) 343-2252 Fax: (704) 353-6171 Email: mpinson@mcguirewoods.com About Sunlight Financial Holdings Sunlight Financial Holdings Inc. operates a business-to-business-to-consumer, technology-enabled point-of-sale financing platform. The Company provides solar and home improvement contractors across the United States with the ability to offer homeowners loans funded by the Company's capital providers. The Company uses proprietary technology and deep credit expertise to simplify the financing process for contractors and installers, capital providers, and homeowners, successfully helping over 125,000 homeowners install residential solar systems, reduce their carbon footprint, and save money. Sunlight Financial Holdings Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11794) on Oct. 30, 2023. In the petition filed by Matthew R. Potere, as chief executive officer, the Debtor reported total assets as of Aug. 31, 2023 amounting to $403,848,901 and total debt of $173,943,096. The Debtors tapped WEIL, GOTSHAL & MANGES LLP as bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor; and GUGGENHEIM PARTNERS, LLC, as investment banker. OMNI AGENT SOLUTIONS, INC., is the claims agent. SUNLIGHT FINANCIAL: Hires Omni Agent as Administrative Agent ------------------------------------------------------------ Sunlight Financial Holdings Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Omni Agent Solutions, Inc. as its administrative agent. The firm will render these services: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and preparation of any related reports; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting, and administrative services. The hourly rates of Omni's professionals are: Administrative, Analysts, Clerks, Mailroom and Claims Control $34 - $50 Systems, Programming, Graphic Support & Technology Staff/Consultants $72.25 - $122 Consultants $63.75 - $165.75 Directors / Vice-Presidents / Senior Managing Consultants $170 - $204 Senior Management Waived Solicitation Consultants & Executives $85 - $211 In addition, the firm will seek reimbursement for expenses incurred. The Debtor shall pay Omni a retainer of $25,000. Paul Deutch, the executive vice president of Omni Agent Solutions, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul H. Deutch Omni Agent Solutions 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 Telephone: (818) 906-8300 About Sunlight Financial Holdings Sunlight Financial Holdings Inc. operates a business-to-business-to-consumer, technology-enabled point-of-sale financing platform. The Company provides solar and home improvement contractors across the United States with the ability to offer homeowners loans funded by the Company's capital providers. The Company uses proprietary technology and deep credit expertise to simplify the financing process for contractors and installers, capital providers, and homeowners, successfully helping over 125,000 homeowners install residential solar systems, reduce their carbon footprint, and save money. Sunlight Financial Holdings Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11794) on Oct. 30, 2023. In the petition filed by Matthew R. Potere, as chief executive officer, the Debtor reported total assets as of Aug. 31, 2023 amounting to $403,848,901 and total debt of $173,943,096. The Debtors tapped WEIL, GOTSHAL & MANGES LLP as bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor; and GUGGENHEIM PARTNERS, LLC, as investment banker. OMNI AGENT SOLUTIONS, INC., is the claims agent. SUNLIGHT FINANCIAL: Hires Richards Layton & Finger as Co-Counsel ---------------------------------------------------------------- Sunlight Financial Holdings Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A. as their co-counsel. The firm's services include: a. advising the Debtors of their rights, powers, and duties as debtors and debtors in possession under Chapter 11 of the Bankruptcy Code; b. preparing on behalf of the Debtors motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtors' estates; c. taking all necessary actions to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors in the chapter 11 cases, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; d. assisting with any sale or sales of assets, including preparing any necessary motions and papers related thereto; e. assisting in preparing the Debtors' disclosure statement and any related motions, pleadings, or other documents necessary to solicit votes on any plan of reorganization; f. assisting in preparing the plan of reorganization; g. prosecuting on behalf of the Debtors the proposed plan of reorganization and seeking approval of all transactions contemplated therein and in any amendments thereto; and h. performing all other necessary and desirable legal services in connection with the chapter 11 cases. The firm will be paid at these rates: Directors $995 to $1,325 per hour Counsel $850 to $875 per hour Associates $495 to $775 per hour Paraprofessionals $375 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, the Debtors made total retainer payments to the firm in the amount of $375,000. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Richards Layton disclosed the following: a. The firm did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; b. None of the firm's professionals included in this engagement have varied their rate based on geographic location for these chapter 11 cases; c. The firm has advised the Debtors in connection with their restructuring efforts and in contemplation of these chapter 11 cases since on or about Sep. 27, 2023. The billing rates, except for the firm's standard and customary periodic rate adjustments, and material financial terms have not changed postpetition from the prepetition arrangement; and d. The firm, in conjunction with the Debtors, is developing a prospective budget and staffing plan for these chapter 11 cases. Daniel J. DeFranceschi, Esq., a director at Richards, Layton & Finger, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel J. DeFranceschi, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square, 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Email: defranceschi@rlf.com About Sunlight Financial Holdings Sunlight Financial Holdings Inc. operates a business-to-business-to-consumer, technology-enabled point-of-sale financing platform. The Company provides solar and home improvement contractors across the United States with the ability to offer homeowners loans funded by the Company's capital providers. The Company uses proprietary technology and deep credit expertise to simplify the financing process for contractors and installers, capital providers, and homeowners, successfully helping over 125,000 homeowners install residential solar systems, reduce their carbon footprint, and save money. Sunlight Financial Holdings Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11794) on Oct. 30, 2023. In the petition filed by Matthew R. Potere, as chief executive officer, the Debtor reported total assets as of Aug. 31, 2023 amounting to $403,848,901 and total debt of $173,943,096. The Debtors tapped WEIL, GOTSHAL & MANGES LLP as bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor; and GUGGENHEIM PARTNERS, LLC, as investment banker. OMNI AGENT SOLUTIONS, INC., is the claims agent. SUNLIGHT FINANCIAL: Hires Weil Gotshal & Manges LLP as Counsel -------------------------------------------------------------- Sunlight Financial Holdings Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Weil, Gotshal & Manges LLP as their attorneys. The firm will provide these services: a. take all necessary actions to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; b. prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; c. take all necessary actions in connection with the Debtors' post-petition restructuring process, any chapter 11 plan and related disclosure statement, and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; d. take all necessary actions to protect and preserve the value of the Debtors' estates; and e. perform all other necessary legal services in connection with the prosecution of these chapter 11 cases; provided, however, that to the extent Weil determines that such services fall outside the scope of services historically or generally performed by Weil as lead debtor's counsel in a bankruptcy case, Weil will file a supplemental declaration. The firm will be paid at these rates: Partners $1,375 to $2,095 per hour Associates $750 to $1,345 per hour Paraprofessionals $295 to $530 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the Petition Date, the firm held an advance payment retainer of $129,483.12. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Weil was formally engaged by the Debtors in Nov 2022. In 2022, Weil’s hourly rates were $1,250 to $1,950 for partners and counsel, $690 to $1,200 for associates, and $275 to $495 for paraprofessionals. On Jan 1, 2023, Weil adjusted its standard billing rates for its professionals in the normal course. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Weil is developing a prospective budget and staffing plan for these chapter 11 cases. Weil and the Debtors will review such budget following the close of the budget period to determine a budget for the following period. Ray C. Schrock, Esq., a partner at Weil, Gotshal & Manges LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ray C. Schrock, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Email: ray.schrock@weil.com About Sunlight Financial Holdings Sunlight Financial Holdings Inc. operates a business-to-business-to-consumer, technology-enabled point-of-sale financing platform. The Company provides solar and home improvement contractors across the United States with the ability to offer homeowners loans funded by the Company's capital providers. The Company uses proprietary technology and deep credit expertise to simplify the financing process for contractors and installers, capital providers, and homeowners, successfully helping over 125,000 homeowners install residential solar systems, reduce their carbon footprint, and save money. Sunlight Financial Holdings Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11794) on Oct. 30, 2023. In the petition filed by Matthew R. Potere, as chief executive officer, the Debtor reported total assets as of Aug. 31, 2023 amounting to $403,848,901 and total debt of $173,943,096. The Debtors tapped WEIL, GOTSHAL & MANGES LLP as bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor; and GUGGENHEIM PARTNERS, LLC, as investment banker. OMNI AGENT SOLUTIONS, INC., is the claims agent. SUNLIGHT FINANCIAL: Taps Guggenheim Securities as Investment Banker ------------------------------------------------------------------- Sunlight Financial Holdings Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Guggenheim Securities, LLC as their investment banker. The firm will render these services: (a) review and analysis of the business, financial condition and prospects of the Debtors; (b) evaluate the liabilities of the Debtors, its debt capacity and its strategic and financial alternatives; (c) In connection with any Transaction: (i) evaluate financial and capital markets point of view of alternative structures and strategies for implementing the Transaction; (ii) prepare offering, marketing or other transaction materials concerning the Debtors and the Transaction for distribution and presentation to the relevant Transaction Counterparties; (iii) develop and implement a marketing plan with respect to such Transaction; (iv) identify and solicit of, and review of proposals received from, the Investors and other prospective Transaction Counterparties; and (v) negotiate the Transaction. (d) If the Debtors determines to pursue or effect any Transaction in connection with a Bankruptcy Case, evaluation, from a financial point of view, of alternative strategies for implementing any such Transaction; and (e) provide such other matters as may be agreed upon by Guggenheim Securities and the Debtors in writing during the term of Guggenheim Securities' engagement. The firm will be compensated as follows: (a) Monthly Fees. (i) The Company will pay Guggenheim Securities a non-refundable cash fee of $150,000 per month, which will be due and paid by the Company in advance promptly upon the signing of the Engagement Letter and, thereafter, on the first day of each month during the period of Guggenheim Securities' engagement under the Engagement Letter, in each case, whether or not any Transaction is consummated. (ii) With respect to (x) the first full Monthly Fee actually paid under the Engagement Letter, an amount equal to 100 percent of such Monthly Fee actually paid to Guggenheim Securities, and (y) any subsequent Monthly Fees actually paid in full under the Engagement Letter, an amount equal to 50 percent of such Monthly Fees actually paid to Guggenheim Securities, shall, in each case, be credited against any Restructuring Transaction Fee or Sale Transaction Fee that thereafter becomes payable pursuant to Sections 4(b) or 4(e) of the Engagement Letter, respectively (it being understood that, once credited against any one of the foregoing fees, any such amount of Monthly Fees so credited cannot be credited again against any other fee payable under the Engagement Letter). (b) Restructuring Transaction Fee. (i) If any Restructuring Transaction is consummated, then the Company will pay Guggenheim Securities a cash fee in an amount equal to $4,000,000. (ii) Any such Restructuring Transaction Fee will be payable promptly upon the consummation of any Restructuring Transaction; provided, however, that (x) in connection with any Restructuring Transaction that is contemplated to be consummated in connection with a prepackaged, pre-arranged or similar Plan in a Bankruptcy Case, (1) in connection with a pre-packaged or similar Plan, 100 percent of the Restructuring Transaction Fee and (2) in connection with a prearranged or similar Plan, 50 percent of the Restructuring Transaction Fee will, in the case of each of the foregoing clauses (1) and (2), be paid by the Company to Guggenheim Securities prior to the commencement of such Bankruptcy Case (with the balance thereof, in connection with a pre-arranged or similar Plan, to be paid by the Company promptly upon the consummation of a Restructuring Transaction), and (y) the Restructuring Transaction Fee in connection with any Restructuring Transaction that is contemplated to be effectuated pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, will be fully earned and payable on the date that definitive offer documents for the related exchange offer under Section 3(a)(9) of the Securities Act are first distributed to creditors whose claims would be affected thereby, without regard to the results of such exchange offer or any other contingency. For the avoidance of doubt, with respect to (and solely with respect to) any Restructuring Transaction effectuated pursuant to Section 3(a)(9) of the Securities Act, the only Restructuring Transaction Fee payable under the Engagement Letter on account of each such Restructuring Transaction shall be the fee payable under clause (y) above. (c) Financing Fee(s). (i) If any Financing Transaction is consummated, then, in each case, the Company will pay Guggenheim Securities one or more cash fees in an amount equal to the sum of: A. 150 basis points (1.50 percent) of the aggregate face amount of any debt obligations to be issued or raised by the Company (including the face amount of any related commitments) in any Debt Financing that is secured by first priority liens over the Company's assets; provided, that, with respect to any Securitization Transaction, the amount payable pursuant to Section 4(c)(i)(A) of the Engagement Letter shall be as mutually agreed between the Company and Guggenheim Securities, but in any event consistent with the compensation paid to Guggenheim Securities by first-time issuers of asset-backed instruments in comparable transactions (provided that such amount shall not exceed 250 basis points (2.50 percent) of the aggregate face amount of any debt obligations to be issued or raised by the Company (including the face amount of any related commitments) in any such Securitization Transaction); plus B. 300 basis points (3.00 percent) of the aggregate face amount of any debt obligations to be issued or raised by the Company (including the face amount of any related commitments) in any Debt Financing that is not covered by Section 4(c)(i)(A) of the Engagement Letter; plus C. 500 basis points (5.00 percent) of the aggregate amount of gross proceeds raised by the Company in any Equity Financing (including the face amount of any related commitments); plus D. With respect to any other securities or indebtedness issued that is not otherwise covered by Sections 4(c)(i)(A) to 4(c)(i)(C) of the Engagement Letter, such financing fees, underwriting discounts, placement fees or other compensation as customary under the circumstances and mutually agreed in advance by the Company and Guggenheim Securities. (ii) Financing Fees for any Financing Transaction will be payable upon the consummation of the related Financing Transaction; provided, however, that with respect to any Financing Transaction that is contemplated to be consummated in connection with a prepackaged, pre-arranged or similar Plan relating to a Bankruptcy Case, the Financing Fee will in any event be paid by the Company prior to the commencement of such applicable Bankruptcy Case (other than with respect to any Financing Transaction constituting “exit financing” that is contemplated to be consummated upon the Company's emergence from such applicable Bankruptcy Case, in respect of which the Financing Fee thereon will be payable substantially concurrently with said emergence). (d) Sale Transaction Fee. (i) If any Sale Transaction is consummated, then the Company will pay Guggenheim Securities a cash fee in an amount equal to the greater of (i) $5,000,000 and (ii) 215 basis points (2.15 percent) of the Aggregate Consideration involved in the Sale Transaction. (ii) Any such Sale Transaction Fee will be payable promptly upon the consummation of any Sale Transaction; provided, however, that in connection with any Sale Transaction that is contemplated to be consummated in connection with a pre-packaged, pre-arranged or similar Plan in a Bankruptcy Case, (1) in connection with a prepackaged or similar Plan, 100 percent of the Sale Transaction Fee and (2) in connection with a pre-arranged or similar Plan, 50 percent of the Sale Transaction Fee will, in the case of each of the foregoing clauses (1) and (2), be paid by the Company to Guggenheim Securities prior to the commencement of such Bankruptcy Case (with the balance thereof, in connection with a pre-arranged or similar Plan, to be paid by the Company promptly upon the consummation of a Sale Transaction). (e) Expense Reimbursement. In addition to any fees payable by the Company to Guggenheim Securities under the Engagement Letter, the Company will, whether or not any Transaction contemplated by the Engagement Letter will be proposed or consummated, promptly reimburse Guggenheim Securities, upon request, for its travel and all other reasonable out-of-pocket expenses incurred in connection with or arising out of the Engagement Letter, including Guggenheim Securities' entering into the Engagement Letter or Guggenheim Securities' activities under or as contemplated by the Engagement Letter or Guggenheim Securities' enforcing its rights under the Engagement Letter, including all fees, disbursements and other charges of any legal counsel retained by Guggenheim Securities and any other consultants and advisors retained by Guggenheim Securities. Morgan Suckow, managing director at Guggenheim Securities, assured the court that his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Morgan Suckow Guggenheim Securities LLC 330 Madison Avenue New York, NY 10017 Phone: (212) 518-9200 Email: GSinfo@GuggenheimPartners.com About Sunlight Financial Holdings Sunlight Financial Holdings Inc. operates a business-to-business-to-consumer, technology-enabled point-of-sale financing platform. The Company provides solar and home improvement contractors across the United States with the ability to offer homeowners loans funded by the Company's capital providers. The Company uses proprietary technology and deep credit expertise to simplify the financing process for contractors and installers, capital providers, and homeowners, successfully helping over 125,000 homeowners install residential solar systems, reduce their carbon footprint, and save money. Sunlight Financial Holdings Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11794) on Oct. 30, 2023. In the petition filed by Matthew R. Potere, as chief executive officer, the Debtor reported total assets as of Aug. 31, 2023 amounting to $403,848,901 and total debt of $173,943,096. The Debtors tapped WEIL, GOTSHAL & MANGES LLP as bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor; and GUGGENHEIM PARTNERS, LLC, as investment banker. OMNI AGENT SOLUTIONS, INC., is the claims agent. SURGERY CENTER: S&P Rates New $1.4BB Senior Secured Term Loan 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Surgery Center Holdings Inc.'s (subsidiary of Surgery Partners Inc.) proposed $1.4 billion first-lien senior secured term loan due 2030 and $703.75 million revolving credit facility due 2028. The company will use the proceeds from the new term loan to refinance its existing $1.37 billion first-lien senior secured term loan due 2026. The '3' recovery rating indicates S&P's expectation for substantial recovery (50%-70%; rounded estimate: 60%) in the event of a payment default. The proposed transaction is leverage neutral, moderately improves liquidity, and S&P does not expect it to have a material impact on interest expense or cash flow. Issue Ratings - Recovery Analysis Key analytical factors -- Surgery Partners' capital structure consists of a $703.8 million revolver, a $1.4 billion senior secured term loan B, and $505 million senior unsecured notes. -- S&P's simulated default scenario contemplates a default in 2026, stemming from volume or reimbursement declines or prolonged economic weakness and an inability to achieve projected synergies and cost savings. -- S&P assumes the revolver is 85% drawn in default. -- Given the company's reputation and brand recognition, S&P believes the company would likely reorganize rather than liquidate in the event of default. Consequently, S&P uses an enterprise value methodology to gauge recovery prospects. -- S&P values the company on a going-concern basis using a 5.5x multiple of our projected emergence EBITDA, consistent with that used for similar companies. Simulated default assumptions -- Simulated year of default: 2026 -- EBITDA at emergence: $290 million -- EBITDA multiple: 5.5x Simplified waterfall -- Gross enterprise value: $1.59 billion -- Net enterprise value (after 5% administrative costs): $1.51 billion -- Valuation split in % (obligors/nonobligors): 80/20 -- Collateral value available to secured creditors: $1.21 billion -- Secured first-lien debt: $1.99 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) -- Collateral value available to unsecured creditors: $0 million -- Unsecured debt: $527 million --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. TERRA MANAGEMENT: Unsecureds to Get Share From Sale Proceeds ------------------------------------------------------------ Terra Management Group, LLC, and Littleton Main Street LLC submitted a Disclosure statement to accompany Debtors' Third Amended Joint Plan of Reorganization. The Debtors filed their Third Amended Plan with the Court on Nov. 17, 2023. The Third Amended Plan provides for the restructuring of Terra's debt and the sale of the principal asset of Main Street, its low-income housing residential apartment complex, by a third-party representative under Chapter 11 of the Bankruptcy Code. Pursuant to the Plan, Terra intends to restructure its debts and reorganize its business to continue ongoing operations and continue to provide housing and property management services to low-income residents and their families. A Litigation Trustee will also be appointed to pursue or settle the claim against the Debtors' former trial counsel and will distribute any proceeds received in accordance with the Plan. Terra shall restructure its debts and continue operations. To effectuate the Third Amended Plan, the Plan Sponsor will contribute capital to the reorganized Debtors in an amount sufficient enough to cover the payment of administrative expenses in full. Class 4.a consists of General Unsecured Claims against Terra in an amount greater than $500 that does not elect to be treated as a Convenience Claim. The holders of the Allowed Class 4.a Claims will receive their Pro Rata share of Net Sale Proceeds upon the closing of the Sale of the Property in accordance with the waterfall set forth in Section 4.02(d) below and their Pro Rata share of any Net COA Proceeds and Net Litigation Trust Proceeds in accordance with the waterfall set forth in section 4.03 of the Third Amended Plan (subject to the Disputed Claims set forth in section 4.06 of the Third Amended Plan). The foregoing payments will be in full and final satisfaction, compromise, settlement, release, and discharge of the Class 4.a claimant's Allowed Claim (to the extent allowed). For the avoidance of doubt, a Class 4.a claimant will not receive a greater amount under this Plan than the amount of its Allowed Claim. Class 4.a is impaired. Class 4.b consists of General Unsecured Claims against Main Street in an amount greater than $500 that does not elect to be treated as a Convenience Claim. Class 4.b is impaired under the Third Amended Plan. The holders of the Allowed Class 4.b Claims will receive their Pro Rata share of Net Sale Proceeds upon the closing of the Sale of the Property in accordance with the waterfall set forth in section 4.02(d) of the Third Amended Plan and their Pro Rata share of any Net COA Proceeds and Net Litigation Trust Proceeds in accordance with the set forth in section 4.03 of the Third Amended Plan). The foregoing payments will be in full and final satisfaction, compromise, settlement, release, and discharge of the Class 4.b claimant's Allowed Claim (to the extent allowed). For the avoidance of doubt, a Class 4.b claimant will not receive a greater amount under the Third Amended Plan than the amount of its Allowed Claim. Upon the entry of an Order confirming the Plan, Main Street's Property and associated Personal Property shall remain property of Main Street's Estate and will be sold and proceeds used to make payments in accordance with the Waterfall Recovery set forth in Sections 4.02(d) and 4.03 of the Third Amended Plan. The Sale Trustee shall conduct the Sale in accordance with the following provisions: a. Broker. The Sale Trustee shall hire a nationally recognized broker. The lead individual at the broker engaged by the Sale Trustee shall have demonstrated experience in Low Income Housing Tax Credit (LIHTC) transactions and a record of closing LIHTC transactions in the Denver market. b. Sale Process. In conjunction with the broker, the Sale Trustee shall establish and promulgate written procedures and deadlines for the Sale, including the following: i. Access to information in a data room and make information related to the Property and the Personal Property available for inspection to qualified buyers who have signed an appropriate non-disclosure agreement, if one is deemed advisable. ii. The Sale Trustee may negotiate and enter into a "stalking horse" purchase and sale agreement with any party the Sales Trustee reasonably deems appropriate (including without limitation Marc Hendricks or any insider), subject to higher and better bids, and provide customary bid protections as part of the agreement. The "stalking horse" purchase and sale agreement shall have no contingencies except Court approval. iii. The "stalking horse" bidder shall receive a breakup fee of up to 2% and expense reimbursement (not to exceed $20,000). iv. The "stalking horse" bidder must provide a deposit in an amount to be approved by the Court in the Confirmation Order and proof of ability to close including financial ability, including proof of cash on hand and lender letters. v. The deadline for all other bidders shall be between 30-60 days after approval of the "stalking horse" bid. Additional bids shall be accompanied by a deposit determined by the Sale Trustee and evidence of financial ability to close, if not previously provided. Additional bids cannot have contingencies except acceptance by the Sale Trustee and Court approval. vi. If adequate bids are received, the Sale Trustee shall conduct, or have an appointed broker conduct, the Sale through an open and transparent process, in which qualified bidders shall submit bids, both initial and amended bids, to the Sale Trustee, or appointed broker. All parties and other qualified bidders will have the right to review all bids, both initial and amended, that are submitted. The Sale Trustee may establish bidding increments and time limitations for conduct of the Sale process and may modify them from time to time, as deemed appropriate, consistent with the process established in the Plan and consistent with an open and transparent Sale process. vii. The Sale Trustee may select a back-up bidder who will remain bound by its bid through the closing date of Sale to the bid selected as highest and best. If the Sale to the buyer designated as having the highest and best bid does not close, the Sale Trustee may close the Sale with the back-up bidder. If a buyer designated by the Sale Trustee as having the highest and best bid does not close, the buyer will not be permitted to participate in the subsequent Sale process. viii. Insiders, including Marc Hendricks and any entities affiliated with him, holders of the Class 6 Equity Interest, and holders of the Class 7 Equity Interest are permitted to bid. c. Sale Free and Clear of Liens. The Sale shall be subject to Court approval and will be free and clear of liens, with liens attaching to proceeds and distributed pursuant to the terms of Sections 4.02(d) and 4.03 of the Third Amended Plan. Upon selection of the highest and best bid, the Sale Trustee shall seek Court approval of the Sale, with the rights of all parties to be heard. d. Distribution of Net Sale Proceeds. All Net Sale Proceeds (less any amount minimum required by the bank where the account is maintained), and subject to provisions for Disputed Claims provided herein, shall be allocated as follows: (i) first, any property tax claims or other claims secured by a lien provided by statute having a higher priority than recorded deeds of trust; (ii) second, to the holder of the Class 1.a Claim; (iii) third, to the holder of the Class 1.b Claim (iv) fourth, to the Post-Petition Lender, but not to exceed the amount actually funded by the Post-Petition Lender under the Post-Petition Loan Documents, and (v) fifth, any remaining Net Sale Proceeds shall be distributed in accordance with the Waterfall Recovery set forth in Section 4.03 of the Third Amended Plan, subject to the provisions for Disputed Claims provided therein. Unless the Court provides for a different priority in the Confirmation Order, all remaining Net Sale Proceeds under Section 4.02(d)(v), Net Sale Proceeds, Net COA Proceeds and Net Litigation Trust Proceeds (less any account minimum required by the bank where the account is maintained), and subject to provisions for Disputed Claims provided herein, shall be allocated and paid to the applicable holders of Claims from time to time in the following priority (the "Waterfall Recovery"), in each case on a Pro Rata basis: (i) first, to the holders of the Class 3, Class 4.a and Class 4.b Claims on a Pro Rata basis; (ii) second, to the extent any Net Sale Proceeds are remaining, 50% of the remaining Net Sale Proceeds shall be paid to the holders of the Class 6 Equity Interest and 50% shall be paid to the holders of the Class 7 Equity Interest. Attorneys for the Debtors: Michael J. Pankow, Esq. Amalia Sax-Bolder, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 675 15th St., Suite 2900 Denver, CO 80202 Tel: (303) 223-1100 Fax: (303) 223-1111 E-mail: mpankow@bhfs.com asax-bolder@bhfs.com A copy of the Third Amended Joint Plan of Reorganization dated November 17, 2023, is available at https://tinyurl.ph/LKZMA from PacerMonitor.com. About Terra Management Group and Littleton Main Street Terra Management Group, LLC is an Englewood, Colo.-based company engaged in activities related to real estate. Terra Management Group and Littleton Main Street, LLC filed their voluntary petitions for Chapter 11 protection (Bankr. D. Colo. Lead Case No. 21-15245) on Oct. 15, 2021. J. Marc Hendricks, president and manager of Terra Management Group, signed the petitions. At the time of the filing, Terra Management Group listed up to $100,000 in assets and up to $50 million in liabilities while Littleton listed as much as $50 million in both assets and liabilities. The Hon. Kimberley H. Tyson is the case judge. The Debtors tapped Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP, as legal counsel, and Haynie & Company as tax accountant. THOMAS ORTHODONTICS: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Thomas Orthodontics, S.C. N94W17900 Appleton Ave., Suite 100 Menomonee Falls, WI 53051 Business Description: The Debtor is primarily engaged in the independent practice of general or specialized dentistry or dental surgery. Chapter 11 Petition Date: November 27, 2023 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 23-25432 Judge: Hon. Rachel M. Blise Debtor's Counsel: Evan P. Schmit, Esq. KEKRMAN & DUNN 839 N. Jefferson St., Ste. 400 Milwaukee, WI 53202-3744 Tel: 414-277-8200 Email: eschmit@kerkmandunn.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jess Thomas as owner. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QDVFYBQ/Thomas_Orthodontics_SC__wiebke-23-25432__0001.0.pdf?mcid=tGE4TAMA TIMBER PHARMA: Court Approves Chapter 11 "First Day" Motions ------------------------------------------------------------ Timber Pharmaceuticals, Inc. (NYSE American: TMBR), a clinical-stage biopharmaceutical company focused on the development and commercialization of treatments for rare and orphan dermatologic diseases, and its affiliated debtors and debtor-in-possession ("Timber" or the "Company"), on Nov. 28 disclosed that all "first day" motions related to the Company's voluntary Chapter 11 petitions for reorganization filed on November 17, 2023, were approved on an interim basis by the U.S. Bankruptcy Court for the District of Delaware. At the hearing, among other things, the Court approved an initial $3.0 million in interim funding pursuant to a debtor-in-possession ("DIP") financing facility. The DIP financing is being provided by LEO US Holding, Inc., as lender ("LEO") and consists of an aggregate principal commitment of $13.9 million, consisting of (i) a $7.4 million multiple draw new money term loan and (ii) a roll-up of $6.5 million of prepetition loans provided by LEO, plus outstanding interest. The Company has received $3.0 million of new money DIP funding and will use such funds to support the Company's operations during the Chapter 11 process and in particular, the Company's ongoing Phase 3 ASCEND study for TMB-001, the Company's most valuable asset. Continuation of the Phase 3 ASCEND study will progress at the same time that the Company pursues, subject to Court approval, a section 363 court-supervised process for the sale of substantially all of the Company's assets to a "stalking horse" bidder affiliated with LEO, subject to higher and better offers through a post-petition marketing, sale and auction process. In addition, the Company received authorization to, among other things: -- continue to pay vendors in the ordinary course for goods and services provided on a post-petition basis; -- continue to pay employee wages, provide healthcare and other benefits; and -- implement procedures regarding the trading of Timber's stock in order to protect any potential value of the Company's federal net operating loss carryforwards and other tax attributes for use in connection with the reorganization. John Koconis, chief executive officer of Timber, said, "The approval of these bankruptcy "first day" motions, allow the Company to continue operating in the ordinary course without interruption, thereby providing certainty to our vendors and partners that remain critical to the success of the ongoing Phase 3 Trial for our key TMB-001 program. We look forward to Court approval of the Company's proposed section 363 post-petition sale process." In connection with the announcement of the Chapter 11 petitions, the NYSE Regulation notified Timber on November 21, 2023 (the "Delisting Notice") that it will commence delisting proceedings of Timber's common stock from the NYSE American, LLC (the "Exchange") pursuant to Section 1003(c)(iii) of the NYSE American Company Guide. Additionally, on November 21, 2023, the NYSE Regulation notified Timber (the "Delinquent Filing Notice") that it is not in compliance with the Exchange's continued listing standards because it failed to timely file its Form 10-Q for the period ended September 30, 2023 by the filing due date of November 20, 2023 and is therefore subject to the procedures and requirements set forth in Section 1007 of the NYSE American Company Guide. As previously disclosed on November 15, 2023, the Company did not have the funds or personnel necessary to prepare and file the Delinquent Report on or before November 14, 2023. Subsequently, due to the considerable time and resources the Company's management is devoting to the Chapter 11 Case, the Company did not have the funds or personnel necessary to prepare and file the Delinquent Report on or before November 20, 2023, the extended due date. The Company may appeal the determination pursuant to Part 12 of the NYSE American Company Guide within seven calendar days of the Delisting Notice. However, the Company does not intend to appeal this determination, and, therefore, it is expected that the Securities will be delisted. As a result, the Company's common stock is expected to begin trading on the over-the-counter market following such suspension of trading on the NYSE American. Additional details regarding the Delisting Notice, the Delinquent Filing Notice from the Exchange and the LEO Stalking Horse APA were included in, and the description above is qualified in its entirety by, Timber's Current Report on Form 8-K filed with the SEC on November 28, 2023, which is available under "Investors" - "SEC filings" at www.timberpharma.com. Advisors Morris, Nichols, Arsht & Tunnell LLP is serving as proposed bankruptcy counsel to the Company, Lowenstein Sandler LLP is serving as proposed special corporate counsel to the Company, and Jeffrey T. Varsalone, Managing Director at VRS Restructuring Services, LLC ("VRS"), is serving as the Chief Restructuring Officer of the Company with VRS providing restructuring services through the CRO. About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber reported a net loss and comprehensive loss of $19.38 million for the year ended Dec. 31, 2022, compared to a net loss and comprehensive loss of $10.64 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $10.27 million in total assets, $5.04 million in total liabilities, and $5.23 million in total stockholders' equity. Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals, Inc., disclosed total assets of $3,326,213 against total debt of $5,947,297. The Debtors tapped MORRIS, NICHOLS, ARHST & TUNNELL LLP as bankruptcy counsel; LOWENSTEIN SANDLER LLP as special counsel; and VRS RESTRUCTURING SERVICES LLC as CRO provider. TIMBER PHARMACEUTICALS: Court OKs $13.9MM DIP Loan from Leo US -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Timber Pharmaceuticals, Inc. and affiliates to use cash collateral and obtain postpetition financing, on an interim basis. The Debtors are permitted to obtain postpetition financing from LEO US Holding, Inc. on a secured superpriority basis, consisting of a term loan facility in an aggregate principal amount of up to $13.9 million, consisting of: (a) A multiple draw new money term loan credit facility in the principal amount of $7.4 million; and (b) subject to and pending entry of the Final Order, a roll-up of the Prepetition Liabilities outstanding under the LEO Loan Agreement in the outstanding principal amount of $6.5 million, plus interest outstanding thereunder. The DIP Loans will bear interest on the daily balance thereof at a rate equal to 12% per annum, accruing monthly, payable in arrears. The DIP Loans are due and payable through the earliest to occur of: (a) the date that is three months from the date of the first Loan under the Agreement; (b) the Acquisition Closing; (c) the first Business Day following the consummation of an Alternative Transaction previously approved by a Bankruptcy Court order; (d) the effective date as of which a Competing Transaction (as defined in the Stalking Horse APA) is consummated under the Stalking Horse APA; (e) the earlier of the effective date or the substantial consummation of a Plan of Reorganization that has been confirmed by an order of the Bankruptcy Court; and (f) such earlier date on which all Loans and other Obligations for the payment of money will become due and payable in accordance with the terms of this Agreement and the other Loan Documents, including Section 7 of the DIP Credit Agreement. The Debtors are required to comply with these milestones: (a) Comply with and achieve the Sale Milestones; (b) Comply in a timely manner with their obligations and responsibilities as debtors-in-possession under the Bankruptcy Code, the Bankruptcy Rules, the DIP Orders, the First Day Orders and any other order of the Bankruptcy Court; (c) To the extent reasonably practicable, at least three calendar days prior to the date when the Borrowers intend to file the same, all substantive motions and other filings made in the Chapter 11 Cases, including any "first day" or "second day" motions, any Chapter 11 plan or disclosure statement, or relating to the 363 Sale, and, in each case, any related proposed orders; (d) Provide the Lender with timely updates of any material developments in connection with the Chapter 11 Cases and the 363 Sale; and (e) Deliver or cause to be delivered to the Lender, in accordance with the Bid Procedures, copies of any documents related to the sale of the assets of one or more of the Borrowers. Prior to the Petition Date, LEO US made loan advances and provided other financial accommodations to Debtors Timber Pharmaceuticals, Inc., Timber Pharmaceuticals LLC and BiopharmX, Inc. pursuant to: (a) the Secured Bridge Loan Agreement, dated as of August 30, 2023 by and among Timber Pharmaceuticals, Inc.; Timber Pharmaceuticals LLC, BiopharmX, Inc. and LEO US Holding; and (b) all other agreements, documents and instruments executed and/or delivered with, to, or in favor of the Prepetition Lender in connection with the Prepetition Bridge Loan Agreement. As of the Petition Date, the Debtors were indebted to the Prepetition Lender in an aggregate outstanding amount of $6.5 million. The Company has incurred losses each year since their founding in 2019, including a net loss of $8.1 million for the six months ended June 30, 2023. As of June 30, 2023, the Debtors had an accumulated deficit of approximately $56.4 million. The Debtors expect to continue to incur significant expenses and operating losses for the foreseeable future, including primarily in connection with their ongoing development of their marquee product, TMB-001. The Debtors have an immediate and critical need to obtain financing pursuant to the DIP Facility and continue to use the Prepetition Collateral in order to, among other things: (a) pay the fees, costs, and expenses incurred in connection with the Chapter 11 cases; (b) fund any obligations benefitting from the Carve Out; (c) permit the orderly continuation of the operation of their business; (d) maintain business relationships with customers, vendors, and suppliers; (e) make payroll; and (f) satisfy other working capital and operational needs. As adequate protection, the Prepetition Lender (a) will receive a claim having priority over any and all expenses of the kind specified in, among other sections of the Bankruptcy Code, sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, and 1114, subject to payment of the Carve Out and subject to the DIP Superpriority Claims of the DIP Lender and existing claims of the Prepetition Lender on the Prepetition Collateral; and (b) will have valid, binding, enforceable and perfected liens in all Collateral, junior only to payment of the Carve Out, the DIP Liens, and any other Permitted Liens, in each case equal to the sum of the aggregate diminution, if any, subsequent to the Petition Date, in the value of its prepetition collateral. A final hearing on the matter is set for December 15, 2023 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=eHTBb2 from PacerMonitor.com. About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals, Inc., disclosed total assets of $3,326,213 against total debt of $5,947,297. The Debtors tapped MORRIS, NICHOLS, ARHST & TUNNELL LLP as bankruptcy counsel; LOWENSTEIN SANDLER LLP as special counsel; and VRS RESTRUCTURING SERVICES LLC to provide a chief restructuring officer. Counsel to the DIP Lender, LEO US Holding, Inc., are: Dianne Coffino, Esq. Martin Beeler, Esq. COVINGTON & BURLING LLP 620 Eighth Avenue New York, NY 10018-1405 E-mail: dcoffino@cov.com mbeeler@cov.com - and - Patrick J. Reilley, Esq. COLE SHOTZ P.C. 500 Delaware Ave., Suite 1410 Wilmington, DE 19801 E-mail: preilley@coleschotz.com TRANS LINES: Court OKs Cash Collateral Access, DIP Loan ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Trans Lines Inc. to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor is permitted to factor its receivables to RTS Financial Services, Inc. pursuant to a Factoring Agreement. The Debtor has an immediate need to obtain the Factoring Facility and to use cash collateral to, among other things, permit the orderly continuation of the operation of its business, to maintain business relationships with vendors, suppliers, and customers, to make payroll, to make capital expenditures, to satisfy other working capital and operational needs, and to otherwise preserve the value of the Debtor's estate. As adequate protection, RTS is granted, with respect to (i) all of the obligations of the Debtor under the Factoring Agreement and (ii) the diminution, if any, in the value of RTS's interest in cash collateral, an allowed super-priority administrative expense claim against the Debtor, pursuant to 11 U.S.C. section 364(c)(1), having priority over any and all administrative expense claims, adequate protection claims, and all other claims against the Debtor. RTS is granted, with respect to (i) all of the obligations of the Debtor under the Factoring Agreement and (ii) the diminution, if any, in the value of RTS’s interest in cash collateral, an allowed super-priority administrative expense claim against the Debtor pursuant to 11 U.S.C. section 364(c)(1), having priority over any and all administrative expense claims, adequate protection claims, and all other claims against the Debtor. As security for the Factoring Obligations, RTS is granted first-priority priming liens pursuant to sections 361(2), 363, and 364(d) of the Bankruptcy Code on all of the Collateral, subject and subordinate in priority only to valid, perfected, and unavoidable prepetition liens. These events constitute a "Termination Event": (a) The occurrence of any material breach, default, or non-compliance with the terms of the Interim Order; (b) the dismissal of the Chapter 11 Case; (c) the conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code; (d) appointment of a trustee in the Chapter 11 Case except for the Subchapter V trustee; (e) any expenditure by the Debtor that is not authorized thereunder; (f) the entry by the Court of an order grating relief from the automatic stay imposed by section 362 of the Bankruptcy Code as to any of the Collateral; (g) the Debtor's failure to timely make any payment required under the Factoring Agreement or the Interim Order; or (h) any default under the Factoring Agreement. A further hearing on the matter is set for December 5 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=IbIGuF from PacerMonitor.com. About Trans Lines, Inc. Trans Lines, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-15635) on November 20, 2023. In the petition signed by Andrius Petkunas, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Donald R. Cassling oversees the case. Saulius Modestas, Esq., at Modestas Law Offices, P.C., represents the Debtor as legal counsel. UNITED ENGINEERS: Seeks to Hire MRIO Inc. as Real Estate Broker --------------------------------------------------------------- United Engineers, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire MRIO, Inc. to assist in locating commercial office space to lease or purchase in the Houston metropolitan area. The Debtor has determined that moving its office space at lease termination is the best strategy to maximize the value of the ongoing business operations and seeks authority to employ MRIO as real estate broker to aide in that process of finding this office space. MRIO will receive a commission equal to 6 percent of the sales price of the properties. As disclosed in court filings, MRIO is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The broker can be reached through: Al Gabosch MRIO Inc, d/b/a Moody Rambin 3003 West Alabama Houston, TX 77098 Phone: (713) 343-3838 Email: agabosch@moodyrambin.com About United Engineers, Inc. United Engineers, Inc. provides architectural, engineering, and related services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33166) on August 19, 2023. In the petition signed by Kefelegne Tesfaye, vice president, the Debtor disclosed $2,356,290 in assets and $909,388 in liabilities. Judge Jeffrey P. Norman oversees the case. Melissa A. Haselden, Esq., at Haselden Farrow PLLC, represents the Debtor as legal counsel. UNIVERSAL SOLAR: Hires Meyer & Partners PLLC as Special Counsel --------------------------------------------------------------- Universal Solar America, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Meyer & Partners, PLLC, as special counsel. The firm will provide these services: a. asserting claims against Debtor's former counsel, Guy Roll related to the Unicorn Litigation and PSG Litigation ("Malpractice Litigation"); b. asserting its claims against FutureSolar Group Co., Ltd. and FutureSolar USA, Inc. ("FutureSolar Litigation"); c. prosecuting an appeal in the John Bereckis and Universal Solar America, LLC v. PSG Energy Group, LLC (the "PSG Litigation"), generally Maricopa County Superior Court, Case No. CV2023-000956); and d. prosecuting an appeal in the Unicorn Solar Development, Inc. v. Universal Solar America, LLC et al) ("Unicorn Litigation") (State Court Case No. CV2023-000462). The firm will be paid at these rates: a. $300 per hour for work undertaken in the Malpractice Litigation and the FutureSolar Litigation; b. Flat fee of $7,500 for the appeal in the PSG Litigation; and c. Flat fee of $15,000 for the appeal in the Unicorn Litigation. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ross Meyer, Esq., a partner at Meyer & Meyer, 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: Ross Meyer, Esq. Meyer & Partners, PLLC 1734 Western Avenue Albany, NY 12203 Tel: (518) 724-1885 About Universal Solar America, LLC Universal Solar America, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-06491) on Sept. 18, 2023, with up to $500,000 in assets and up to $10 million in liabilities. John Bereckis, manager, signed the petition. Judge Madeleine C. Wanslee oversees the case. Patrick F. Keery, Esq., at Keery McCue, PLLC serves as the Debtor's legal counsel. VANSHI LLC: Seeks to Hire Bruner Wright as Bankruptcy Counsel ------------------------------------------------------------- Vanshi, L.L.C. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Bruner Wright, P.A. as its bankruptcy counsel. The Debtor requires a counsel to give legal advice with respect to its powers and duties in this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorneys $400 Paralegal $150 The firm received a retainer of $50,000 from the Debtor. Byron Wright III, Esq., a member at Bruner Wright, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Bruner, Esq. Byron Wright III, Esq. Bruner Wright, PA 2810 Remington Green Circle Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 Email: rbruner@brunerwright.com twright@brunerwright.com About Vanshi, L.L.C. Vanshi is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Vanshi, L.L.C. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-30803) on November 13, 2023. The petition was signed by Priteshkumar M. Patel as owner. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Robert C. Bruner, Esq. at Bruner Wright, P.A. represents the Debtor as counsel. VERITAS FARMS: Pino Resigns, Vickers Takes Interim CFO Role ----------------------------------------------------------- Veritas Farms, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the Company's Chief Financial Officer, Ramon A. Pino, on Nov. 17, 2023, officially stepped down as Chief Financial Officer of the Company, and from any and all other positions he held with the Company. Except for certain restrictive covenants, including non-disclosure, non-compete, and non-solicitation covenants, contained in the Employment Agreement dated August 11, 2021, between the Company and Pino, the Employment Agreement will terminate effective November 17, 2023. The Company's Board of Directors appointed Thomas E. Vickers, Chairman of the Board, as Interim Chief Financial Officer until a permanent successor Chief Financial Officer is appointed. Vickers, age 59, has served as a director of the Company since October 2020, as Chairman of the Board since May 2021 and as Interim Chief Executive and Interim President since November 2022, and he will continue in those roles. Vickers is a highly accomplished corporate finance and operations executive with 35 years of business experience. Since December 2019 Vickers has served as the President and Founder of Stack Financial, Inc., which provides family office, CFO on demand, finance, and accounting services to various long-term and short-term contracts. Vickers has previously held senior executive financial and operational positions such as Chief Financial Officer and SVP of Human Resources at OmniComm Systems, Inc; Vice President of Finance of OmniComm Systems, Inc; Vice President of Operations at S & J; Vice President, Financial Operations at Precision Response Corporation; and Director of Servicing Operations and Controller at Ocwen Financial Corporation. Mr. Vickers received both a B.B.A. in Finance and a B.B.A. in Accounting from Florida Atlantic University and earned his M.B.A. in Finance from the University of Miami. Additionally, Vickers received his Master of Taxation (M.T.X.) degree from Florida Atlantic University and is a Chartered Financial Analyst Charterholder. While serving as Interim Chief Financial Officer, Vickers will receive no additional compensation. Vickers will be considered an employee-at-will and is not subject to a separate employment agreement. There are no family relationships between Vickers and any other director or executive officer of the Company. There are no understandings or arrangements between Vickers and any other person pursuant to which Vickers was appointed as Interim Chief Financial Officer and President of the Company. Vickers has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. About Veritas Fort Lauderdale, Florida-based Veritas Farms, Inc. -- https://www.TheVeritasFarms.com -- is a vertically-integrated agribusiness focused on growing, producing, marketing, and distributing superior quality, whole plant, full spectrum hemp oils and extracts containing naturally occurring phytocannabinoids. Veritas Farms owns and operates a 140 acre farm in Pueblo, Colorado, capable of producing over 200,000 proprietary full spectrum hemp plants which can potentially yield a minimum annual harvest of 250,000 to 300,000 pounds of outdoor-grown industrial hemp. Veritas Farms reported a net loss of $5.14 million for the year ended Dec. 31, 2022, compared to a net loss of $7.07 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $6.79 million in total assets, $7.40 million in total liabilities, and a total shareholders' deficit of $606,277. Hackensack, NJ-based Prager Metis CPAs LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has sustained substantial losses from operations since its inception. As of and for the year ended Dec. 31, 2022, the Company had an accumulated deficit of $39,474,622, and a net loss of $5,543,908. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern within a year from the date the financial statements are issued. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success. VIASAT INC: Q2 Fiscal Year 2024 Shareholder Letter -------------------------------------------------- Viasat, Inc. has filed with the Securities and Exchange Commission a copy of the letter the company provided to shareholders for the second quarter of fiscal year 2024. In the letter, the Company shared that, "Our performance for Q2 FY2024 was robust, marked by significant double-digit year-over-year growth in both core revenue and Adjusted EBITDA. We're pleased to report solid progress during Q2 FY2024 on our three near-term business priorities: (i) Sustain the operational momentum and financial performance of our core businesses. Our Q2 FY2024 operating results, described below, demonstrate strong execution. We achieved 16% and 20% YoY growth in both core revenue and Adjusted EBITDA, respectively (including Inmarsat's results in the prior year period and excluding non-recurring litigation benefits in both periods). (ii) Rapid integration of the Inmarsat business. We have begun to leverage the scale of our global mobility services and achieve the economic benefits envisioned by the acquisition. We conducted a comprehensive review of our business as part of the integration and are ahead of schedule on realizing both operational and capital synergies, inclusive of actions announced subsequent to quarter end, and (iii) Sustain our growing mobility business and achieve positive free cash flow. Our existing satellite fleet and the 7 Ka-band satellites under construction are expected to support our multi-year growth objectives. We also expect the ViaSat-3 F1 satellite, while impaired, along with our other satellite assets, will fulfill our global mobility needs. We have also adjusted our capital budgets to reflect our increasing focus on global mobility, our multi-year financial growth plan, and our target of achieving positive free cash flow in the first half of CY2025 - as previously disclosed in a release dated October 12, 2023." Viasat's Q2 FY2024 Financial Results include: * Revenue of $1.2 billion in Q2 FY2024 was up 85% compared to revenue from continuing operations of $664 million in Q2 FY2023. Inmarsat's full quarter revenue contribution was $427 million, reflecting YoY growth of 16% * Net loss of $767 million for Q2 FY2024 increased materially compared to the net loss from continuing operations of $70 million from the prior year, due primarily to $900 million of net write-down charges related to ViaSat-3 F1, Inmarsat-6 F2 and ViaSat-4. The $900 million net impairment charge consisted of $1.6 billion of asset write downs -- of which $350 million was capitalized interest -- and recognition of certain contract liabilities, partially offset by gains associated with the expected insurance proceeds for ViaSat-3 F1 and Inmarsat-6 F2. * Adjusted EBITDA for the quarter was $486 million, an increase of 210% YoY from Adjusted EBITDA from continuing operations. Inmarsat's estimated full quarter Adjusted EBITDA contribution was approximately $250 million reflecting YoY growth of about 10%. Viasat's results were driven primarily by the Inmarsat acquisition, strong demand for commercial IFC services and strength in our government security product suite. * Government Systems, excluding Inmarsat's contribution, had another exceptional quarter with a 22% YoY increase in revenue from continuing operations -- primarily from significant demand for information assurance products -- Excluding Inmarsat's contribution and the non-recurring impact of the litigation settlement, Commercial Networks revenue also grew strongly, up 39% YoY primarily from another strong quarter for antenna system products * Satellite Services revenue, excluding Inmarsat's contribution, was 2% higher YoY with growth from commercial air IFC services offsetting fixed broadband declines as we continue to reallocate bandwidth to mobility customers * Net leverage declined sequentially to approximately 3.7x estimated combined LTM Adjusted EBITDA2 A full-text copy of the Company's Letter filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/2p8x83zb About Viasat Inc. Viasat, Inc., headquartered in Carlsbad, California, operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related Communications, 0networking systems and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band and S-band spectrum, and provides voice and data services to customers on land, at sea and in the air. In August 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat Inc. WESCO AIRCRAFT: Incora Proposes Restructuring Plan -------------------------------------------------- Wesco Aircraft Holdings, Inc., et al., submitted a Disclosure statement for the Joint Chapter 11 Plan. The Debtors are pleased to announce that the Plan provides for a comprehensive financial restructuring that will eliminate approximately $[__] of net debt (plus unpaid interest) from their balance sheet. As a result, Incora will emerge from chapter 11 a stronger company, with a sustainable capital structure that is better aligned with its expectations for growth. As a result of the Restructuring: * ABL Facility Claims will receive Cash in an amount equal to the Allowed amount of such ABL Facility Claim. * The outstanding principal and exit fee payable under the DIP Notes will be converted into an equivalent principal amount of New Exit Notes, while other DIP Financing Claims will be paid in full in Cash. The New Exit Notes will be [__]-year notes, bearing interest at a rate of [__] per annum. * The holders of Allowed 1L Notes Claims will receive their Pro Rata shares of $[__] in principal amount of New Takeback Notes as well as all of the New Common Equity, subject to dilution by New Common Equity issued on account of distributions to holders in other Classes or in respect of the Management Incentive Plan. The holders of 1L Notes Claims will also have an Allowed General Unsecured Claim (a "deficiency" Claim) in the aggregate amount of $[__]. The New Takeback Notes will be [__]-year notes, bearing interest at a rate of [__] per annum.. * The holders of Allowed 1.25L Notes Claims will receive their Pro Rata shares of the 1.25L Notes Settlement Consideration. * The holders of Allowed 2026 Unsecured Notes Claims will receive their Pro Rata shares of the 2026 Unsecured Notes Settlement Equity, and the holders of Allowed 2024 Unsecured Notes Claims will receive their Pro Rata shares of the 2024 Unsecured Notes Settlement Equity. * The holders of Allowed General Unsecured Claims (including 2027 Unsecured Notes Claims and 1L Notes Deficiency Claims) will receive their Pro Rata shares of the GUC Settlement Distribution. * The holders of Allowed General Unsecured Convenience Claims (i.e., general unsecured Claims in amounts up to $[__]) will receive Cash in an amount equal to [__]% of the Allowed amount of their Claims. * The holders of PIK Notes Claims and Existing Equity Interests will receive no distributions. * The holders of certain other Allowed Claims, including Priority Non-Tax Claims and Other Secured Claims, will be Unimpaired by the Plan, meaning that they will be paid in full in cash, paid in the ordinary course of business, or receive other treatment as permitted by the Bankruptcy Code. The Debtors believe that the proposed Restructuring will provide the Debtors with the capital structure and liquidity that they need to flourish. Entering bankruptcy, the Debtors were overleveraged and faced severe liquidity constraints. The Restructuring will address those problems by eliminating approximately $[__] in principal amount of funded debt obligations, thereby reducing debt service and eliminating near-term maturities. Furthermore, the rejection or renegotiation of certain burdensome contracts during the Chapter 11 Cases will improve Incora's long- term profit margins. In developing the Plan, the Debtors, with the assistance of their advisors, conducted a careful review of their existing business operations and compared their projected value as an ongoing business enterprise with their projected value in a liquidation scenario, as well as the estimated recoveries to holders of Allowed Claims in each of these scenarios. The Debtors concluded that the potential recoveries to holders of Allowed Claims would be maximized by continuing operations as a going concern through implementation of the Restructuring. The Debtors believe that their businesses and assets have significant value that would not be realized in a liquidation or piecemeal sale. Moreover, the Debtors believe that any alternative to the Plan could result in significant delay, litigation, execution risk, and additional costs, ultimately lowering the recoveries to holders of Claims that can be achieved through the Restructuring. Counsel to the Debtors: Charles A. Beckham, Jr., Esq. Patrick L. Hughes, Esq. Kelli S. Norfleet, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 4000 Houston, TX 77010 Tel: 1 (713) 745-2000 E-mail: Charles.Beckham@HaynesBoone.com Patrick.Hughes@HaynesBoone.com Kelli.Norfleet@HaynesBoone.com - and - Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Benjamin M. Schak, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Tel: 1 (212) 530-5000 E-mail: DDunne@Milbank.com SKhalil@Milbank.com BSchak@Milbank.com A copy of the Disclosure Statement dated November 17, 2023, is available at https://tinyurl.ph/GSyqJ from www.kccllc.net, the claims agent. About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as bankruptcy counsels; PJT Partners, Inc. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and conflicts counsel. Kurtzman Carson Consultants, 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 McDermott Will & Emery, LLP and Morrison Foerster, LLP as its counsel; Piper Sandler & Co. as investment banker; and Province, LLC as financial advisor. WESCO AIRCRAFT: Seeks Approval of Disclosure Statement ------------------------------------------------------ Wesco Aircraft Holdings, Inc., et al., submitted a motion for entry of an order approving the disclosure statement and granting related relief. A hearing on the Debtors' motion for approval of the Disclosure Statement is scheduled for Jan. 4, 2024, at 1:30 p.m. (CST). The Debtors submit that the Disclosure Statement addresses each of the salient types of information identified above and will provide the Voting Classes with sufficient information to allow each such holder to make an informed voting decision. The Debtors propose to establishing the following dates and deadlines, subject to modification as necessary: Deadline for Filing of Objection to Disclosure will be on Statement December 15, 2023. Voting Record Date will be on January 2, 2024. Disclosure Statement Hearing will be on January 4, 2024 1:30 p.m. (CST) Deadline for Commencement of Solicitation will be no later than January 11, 2024. Deadline for Publication of Notice of Confirmation Hearing will be within 10 business days after entry of the Disclosure Statement Order, or as soon as reasonably practicable thereafter. Voting Deadline will be 28 days after commencement of solicitation, at 5:00 p.m. (CST) Confirmation Objection Deadline will be 28 days after commencement of solicitation, at 5:00 p.m. (CST). Deadline to File Voting Report will be within 2 business days after Voting Deadline. Confirmation hearing to be determined. Counsel to the Debtors: Charles A. Beckham, Jr., Esq. Patrick L. Hughes, Esq. Kelli S. Norfleet, Esq. Martha Wyrick, Esq. Re'Necia Sherald, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 400 Houston, TX 77010 Tel: 1 (713) 547-2000 E-mail: Charles.Beckham@HaynesBoone.com Patrick.Hughes@HaynesBoone.com Kelli.Norfleet@HaynesBoone.com Martha.Wyrick@HaynesBoone.com ReNecia.Sherald@HaynesBoone.com - and - Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Benjamin M. Schak, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Tel: 1 (212) 530-5000 E-mail: DDunne@Milbank.com SKhalil@Milbank.com BSchak@Milbank.com About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as bankruptcy counsels; PJT Partners, Inc. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and conflicts counsel. Kurtzman Carson Consultants, 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 McDermott Will & Emery, LLP and Morrison Foerster, LLP as its counsel; Piper Sandler & Co. as investment banker; and Province, LLC as financial advisor. WESTERN GLOBAL: Unsecureds to Get Up to 10% in Plan --------------------------------------------------- Western Global Airlines, Inc., et al., submitted an Amended Joint Chapter 11 Plan of Reorganization, dated November 17, 2023. Under the Plan, Class 4 consists of Unsecured Notes Claims. The Unsecured Notes Claims are allowed in the aggregate amount of $419,827,778, plus the Unsecured Notes Indenture Trustee Fee and Expense Amount. Neither the Unsecured Notes Indenture Trustee nor any holder of Unsecured Notes Claims will be required to file Proofs of Claim on account of any Unsecured Notes Claim. Each holder of an Allowed Unsecured Notes Claim will receive its Pro Rata share of the Unsecured Notes Cash Pool. In addition, for the benefit of the holders of Unsecured Notes and in lieu of any other exercise by the Unsecured Notes Indenture Trustee of its charging lien rights, the Debtors will also pay the Unsecured Notes Indenture Trustee Fee and Expense Amount to the Unsecured Notes Indenture Trustee on the Effective Date. All distributions under Class 4 will be made through the Unsecured Notes Indenture Trustee or with its written consent. Class 4 is Impaired. Unsecured Notes Cash Pool means Cash in an aggregate amount equal to $17,500,000. Class 5 consists of General Unsecured Claims. Class 5 will be treated as follows: (i) If and only if class 5 votes to accept this plan: Each holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the General Unsecured Cash Pool; provided, that, no holder of an Allowed General Unsecured Claim will receive a distribution greater than 10% of the amount of its Allowed General Unsecured Claim; provided, further, that, if all holders of Allowed General Unsecured Claims receive a distribution equal to 10% of such Claims, any amounts remaining in the General Unsecured Cash Pool will revert to the Reorganized Debtors. The foregoing is offered solely for settlement purposes as set forth in Article V hereof, and such settlement is conditioned on (i) Class 5 voting to accept this Plan, (ii) the Bankruptcy Court confirming this Plan, and (iii) the occurrence of the Effective Date. (ii) If and only if class 5 votes to reject this plan: Each Allowed General Unsecured Claim will be discharged without further notice to, approval of or action by any Person or Entity, and each holder of an Allowed General Unsecured Claim will not receive any distribution or retain any property on account of its General Unsecured Claim. Class 5 is impaired. General Unsecured Cash Pool means Cash in an aggregate amount equal to $3,000,000. On the Effective Date, the Restructuring Transactions will be implemented as follows: i. all holders of Allowed Claims will receive the treatment provided under the Plan, and each of the Debtors will receive a discharge of all Claims to the fullest extent permitted by section 1141; ii. the Reorganized Debtors shall issue the New Common Stock; iii. DKB Partners shall fund the New Equity Investment; iv. in accordance with the Note Purchase Agreement, the DIP Loans shall be exchanged for New Convertible Notes; and v. the Disbursing Agent (on behalf of the Debtors) shall make all distributions provided under the Plan to holders of Allowed Claims. The Reorganized Debtors shall fund distributions under the Plan with (i) Cash on hand, (ii) proceeds of the New Equity Investment, (iii) the issuance of the New Convertible Notes and the New Common Stock, and (iv) proceeds from the New Convertible Notes. Attorneys for Debtors and Debtors in Possession: Gary T. Holtzer, Esq. Candace M. Arthur, Esq. Jason H. George, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Ave. New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 - and - Mark D. Collins, Esq. Zachary I. Shapiro, Esq Amanda R. Steele, Esq RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King St. Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 A copy of the Plan of Reorganization dated November 17, 2023, is available at https://tinyurl.ph/YQMWM from PacerMonitor.com. About Western Global Airlines Western Global Airlines, Inc., provides contracted air cargo transportation services ranging from ACMI (Aircraft, Crew, Maintenance, and Insurance) to Full Service, on a global scale. WGA is a high-tech air cargo platform serving customers in e-commerce, express, freight forwarding, logistics, nonprofit, and governmental organizations. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11093) on August 7, 2023. In the petition signed by James K. Neff, chief executive officer, the Debtor disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge Karen B. Owens oversees the case. The Debtors tapped Weil, Gotshal & Manges LLP as general bankruptcy counsel, Richards, Layton & Finger, P.A. as local bankruptcy counsel, Evercore Group L.L.C. as investment banker, FTI Consulting, Inc. as provider of interim management and financial advisory services. and Stretto, Inc. as claims, noticing, and solicitation agent. DKB Partners LLC, as DIP Lender and Prepetition Lender, is represented by Young Conaway Stargatt & Taylor, LLP. Daugherty, Fowler, Peregrin, Haught and Jenson, P.C., serves as DOT/FAA counsel for the DKB DIP Lender. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as counsel to the Ad Hoc Group of DIP Lenders and Certain Creditors. Ducera Partners LLC, serves as financial advisor for the Funding Group DIP Lenders. Landis Rath & Cobb LLP, is the Delaware counsel for the Funding Group DIP Lenders. PIRINATE Consulting Group, LLC, is the strategic advisor to the Funding Group DIP Lenders. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Western Global Airlines Inc. The committee hires Willkie Farr & Gallagher LLP as its lead counsel. Potter Anderson & Corroon LLP as Delaware and conflicts counsel. AlixPartners, LLP as financial advisor. WEWORK INC: Landlords Withdraw Lease Rejection Objections --------------------------------------------------------- Jeremy Hill of Bloomberg News reports that certain WeWork Inc. landlords who had been objecting to the co-working firm's rejection of leases in bankruptcy have since withdrawn their objections, court papers show. The lessor for WeWork's corporate headquarters pulled its objection, as did a landlord that had earlier pushed back on the timeline for WeWork surrendering properties. 29 Washington Property Owner LLC, Fairway East Kennedy Owner, LLC, Kato International LLC, Walber 419 Company LLC, 419 Park Avenue South Associates LLC, Walsam 130 Mad LLC, and 36 LLC, have withdrawn their respective objections to the Debtors' motion to implement procedures to reject or assume executory contracts and unexpired leases. The Debtors are party to thousands of contracts, which include, among other agreements, real property leases, contracts with vendors for the supply of goods and services, and other contracts related to the operation of the Debtors' business. The Debtors are in the process of evaluating all of their contracts, including as part of the Debtors' ongoing initiative to rationalize their expansive lease portfolio, to determine whether such contracts should be (a) rejected, as they are unfavorable to the Debtors or no longer beneficial for the Debtors' business operations, or (b) assumed (including as amended) or assumed (including as amended) and assigned, as they are favorable or otherwise valuable to the Debtors' estates. Absent more streamlined procedures, the Debtors would be required to file separate motions to reject or assume contracts, resulting in substantial costs to, and administrative burdens on, the Debtors' estates -- not to mention the attendant burden on the Court's docket. Accordingly, the Debtors request approval of these contract procedures to streamline their ability to (a) reject burdensome Contracts that no longer provide a benefit to the Debtors' estates and (b) assume (included as amended) fruitful Contracts that the Debtors believe will benefit the estates, while also providing parties in interest with adequate notice of the rejection or assumption of a contract and an opportunity to object to such relief within a reasonable time period. 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. WEWORK INC: Seeks to Hire Alvarez & Marsal as Financial Advisor --------------------------------------------------------------- WeWork Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Alvarez & Marsal North America, LLC as financial advisor. The firm's services include: (a) assistance in the preparation of financial information for distribution to creditors and others; (b) assistance with the identification of executory contracts and leases and performance of evaluations to support the Debtors' analysis and decision to assume or reject each contract and lease; (c) assistance in analysis to support other potential cost reduction and operations improvement opportunities; (d) assistance to the Debtors in the preparation of financial-related disclosures required by the Court; (e) assistance to the Debtors with information and analyses required pursuant to their use of cash collateral, and, if applicable, debtor-in-possession financing; (f) assistance with the identification and implementation of short-term cash management procedures; (g) assistance in the development and management of a 13-week cash flow forecast; (h) advisory assistance in connection with the development and implementation of key employee compensation and other critical employee benefit programs; (i) attendance at meetings and assistance in discussions with potential investors, banks, and other secured lenders, any official committee(s) appointed in these Chapter 11 cases, the U.S. Trustee, other parties in interest and professionals hired by same, as requested; (j) analysis of creditor claims by type, entity, and individual claim; (k) assistance in the preparation of information and analysis necessary for the confirmation of a plan of reorganization in these Chapter 11 cases; (l) assistance in the evaluation and analysis of avoidance actions; (m) expert witness testimony on issues directly related to the services provided by Alvarez & Marsal, as requested by the Debtors and agreed to by the firm; and (n) render such other general business consulting or such other assistance as the Debtors' management or counsel may deem necessary consistent with the role of a financial advisor. The hourly rates of the firm's professionals are as follows: Managing Directors $1,025 - $1,375 Directors $775 - $975 Analysts/Associates $425 - $775 As of Jan. 1, 2024, the firm's hourly rates will be charged as follows: Managing Directors $1,075 ⁠–⁠ $1,525 Directors $825 ⁠–⁠ $1,075 Associates $625 ⁠–⁠ $825 Analysts $425 – $625 In addition, the firm will seek reimbursement for expenses incurred. In the 90 days prior to the petition date, Alvarez & Marsal received retainers and payments totaling $9,344,970.53 in the aggregate for services performed for the Debtors. Justin Schmaltz, a managing director at Alvarez & Marsal North America, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Justin Schmaltz Alvarez & Marsal North America, LLC 540 West Madison Street, Suite 1800 Chicago, IL 60661 Telephone: (312) 601-4220 Facsimile: (312) 332-4599 Email: justin.schmaltz@alvarezandmarsal.com 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 tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; and PJT Partners LP as investment banker. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP 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. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WEWORK INC: Seeks to Hire Cole Schotz as Local Counsel ------------------------------------------------------ WeWork Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Cole Schotz, PC. The Debtors require a local counsel to: (a) give advice with respect to the rights, powers and duties of the Debtors in the continued operation and management of their assets and business; (b) provide legal advice and services regarding local rules, practices, and procedures including Third Circuit law; (c) provide certain services in connection with the administration of the Chapter 11 cases; (d) review and comment on proposed drafts of pleadings to be filed with the court; (e) appear in court and at any meeting with the U.S. Trustee and any meeting of creditors; (f) provide legal advice and services on any matter on which Kirkland & Ellis LLP and Kirkland & Ellis International LLP may have a conflict or as needed based on specialization; and (g) perform all other legal services for and on behalf of the Debtors which may be necessary or appropriate in the administration of their Chapter 11 cases and fulfillment of their duties as debtors in possession. The hourly rates of the firm's counsel and staff are as follows: Members $575 - $1,475 Special Counsel $620 - $1,100 Associates $350 - $645 Paralegals $260 - $440 In addition, the firm will seek reimbursement for expenses incurred. In the 90 days prior to the petition date, the Debtors paid Cole Schotz $211,174 for services rendered and expenses incurred. As of the petition date, Cole Schotz was holding a retainer in the amount of $938,826. Michael Sirota, Esq., a shareholder of Cole Schotz, provided the following information in response to the request for additional information set forth in Paragraph D.1 of the Fee Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Cole Schotz was engaged by the Debtors on October 21, 2023. Between that date and the Petition Date, Cole Schotz did not raise its billing rates. The material financial terms for the pre-petition engagement remain the same as those disclosed in the Application, as that engagement was undertaken on an hourly-fee basis. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz is currently formulating a budget and staffing plan, which it will review with the Debtors. Mr. Sirota disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael D. Sirota, Esq. Cole Schotz PC Court Plaza North, 25 Main Street Hackensack, NJ 07601 Telephone: (201) 489-3000 Email: msirota@coleschotz.com 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 tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; and PJT Partners LP as investment banker. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP 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. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WEWORK INC: Seeks to Hire Kirkland & Ellis as Bankruptcy Counsel ---------------------------------------------------------------- WeWork Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their counsel. Kirkland & Ellis will render these services: (a) advise the Debtors regarding their powers and duties in the continued management and operation of their businesses and properties; (b) advise and consult the conduct of these Chapter 11 cases; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtors' estates; (e) prepare pleadings in connection with these Chapter 11 cases; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advise the Debtors in connection with any potential sale of assets; (h) appear before the court and any appellate courts to represent the interests of the Debtors' estates; (i) advise the Debtors regarding tax matters; (j) take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases. The hourly rates of Kirkland's counsel and staff are as follows: Partners $1,195 - $2,245 Of Counsel $820 - $2,125 Associates $685 - $1,395 Paraprofessionals $295 - $575 In addition, Kirkland will be reimbursed for out-of-pocket expenses incurred. On September 13, 2023, the Debtors paid $1,000,000 to Kirkland as an advance payment retainer. Steven Serajeddini, a partner at Kirkland & Ellis LLP and Kirkland & Ellis International, LLP, also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement? Answer: No. Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement. The rate structure provided by Kirkland is appropriate and is not significantly different from (a) the rates that Kirkland charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Kirkland's current hourly rates for services rendered on behalf of the Debtors range as follows: Billing Category U.S. Range Partners $1,195 - $2,245 Of Counsel $820 - $2,125 Associates $685 - $1,395 Paraprofessionals $295 - $575 Question: Have the Debtors approved Kirkland's budget and staffing plan, and, if so, for what budget period? Answer: Yes. More specifically, pursuant to the Interim Cash Collateral Order, the Debtors must furnish weekly budget and variance reports, which include detail regarding the fees and expenses incurred in these Chapter 11 cases by professionals proposed to be retained by the Debtors. Mr. Serajeddini disclosed in a court filing that the firms are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven N. Serajeddini, Esq. Kirkland & Ellis LLP Kirkland & Ellis International, LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: steven.serajeddini@kirkland.com 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 tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; and PJT Partners LP as investment banker. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP 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. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WEWORK INC: Seeks to Hire Munger Tolles & Olson as Counsel ---------------------------------------------------------- WeWork Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Munger, Tolles & Olson, LLP as counsel at the sole direction of WeWork's Special Committee of the Board of Directors. The Debtors require legal counsel with respect to conflict matters and a transaction as delegated to the special committee. The hourly rates of the firm's counsel and staff are as follows: Partners $1,275 - $2,245 Of Counsel $1,275 - $1,325 Associates $765 - $1,220 Paraprofessionals $375 - $570 In addition, the firm will seek reimbursement for expenses incurred. On October 30, 2023, WeWork provided the firm with an advance payment retainer of $250,000. Seth Goldman, Esq., a shareholder of Munger, Tolles, & Olson, provided the following information in response to the request for additional information set forth in Paragraph D.1 of the Fee Guidelines. Question: Did the firm agree to any variations from, or alternatives to, the firm's standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the firm professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Response: No. Question: If the firm has represented the Debtors in the 12 months prepetition, disclose the firm's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If the firm's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: The firm's current hourly rates for services rendered on behalf of the Debtor WeWork range as follows: Billing Category Range (2023) Partners $1,275 to $2,245 Of Counsel $1,275 to $1,325 Associates $765 to $1,220 Paraprofessionals $375 to $570 The hourly rates applied by the firm with respect to the representation of Debtor WeWork during the 12 month period before the petition date were the same as the hourly rates listed above. Effective January 1, 2024, the firm's hourly rates for services rendered to the Debtor WeWork will be as follows: Billing Category Range (2024) Partners $1,410 to $2,385 Of Counsel $1,410 to $1,460 Associates $840 to $1,325 Paraprofessionals $465 to $605 Question: Have the Debtors approved the firm's budget and staffing plan, and, if so for what budget period? Response: Yes. For the period Nov. 6 through December 31, 2023. Mr. Goldman disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Seth Goldman, Esq. Munger, Tolles & Olson LLP 350 South Grand Avenue, 50th Floor Los Angeles, CA 90071 Telephone: (213) 683-9100 Email: Seth.Goldman@mto.com 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 tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; and PJT Partners LP as investment banker. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP 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. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WEWORK INC: Seeks to Hire PJT Partners as Investment Banker ----------------------------------------------------------- WeWork Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ PJT Partners, LP. The Debtors require an investment banker to: (a) assist in the evaluation of the Debtors' businesses and prospects; (b) assist in the development of the Debtors' long-term business plan and related financial projections; (c) assist in the development of financial data and presentations to the boards, various creditors, and other third parties; (d) analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; (e) analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the restructuring; (f) provide strategic advice with regard to restructuring or refinancing the Debtors' obligations; (g) evaluate the Debtors' debt capacity and alternative capital structures; (h) participate in negotiations among the Debtors and their creditors, suppliers, lessors, and other interested parties; (i) value securities offered by the Debtors in connection with a restructuring; (j) advise the Debtors and negotiate with lenders with respect to potential waivers, amendments, and/or forbearances of various credit facilities and other obligations; (k) assist in arranging financing for the Debtors, as requested; (l) provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; (m) assist the Debtors in preparing marketing materials in conjunction with a possible transaction; (n) assist the Debtors in identifying potential buyers or parties in interest to a transaction and assist in the due diligence process; (o) assist and advise the Debtors concerning the terms, conditions, and impact of any proposed transaction; and (p) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a transaction similar to a potential transaction and/or restructuring, as requested and mutually agreed. The firm will be compensated as follows: (a) a monthly advisory fee of $225,000; (b) a capital raising fee; (c) a restructuring fee equal to $14,500,000; (d) a transaction fee; and (e) reimbursement for expenses incurred. James Baird III, a partner in the Restructuring and Special Situations Group at PJT Partners, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James H. Baird III PJT Partners, LP 280 Park Ave New York, NY 10017 Telephone: (212) 364-7800 Email: info@pjtpartners.com 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 tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; and PJT Partners LP as investment banker. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP 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. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WEWORK INC: Seeks to Hire Province LLC as Financial Advisor ----------------------------------------------------------- WeWork Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Province, LLC as financial advisor at the sole direction of WeWork's Special Committee of the Board of Directors. The firm's services include: (a) reviewing financial and operational information furnished by the Debtors; (b) reviewing other operational data and agreements related to the interaction of the Debtors with related parties or in connection with a transaction; (c) analyzing the Debtors' proposed business plans; (d) preparing, or reviewing as applicable, avoidance action and claim analyses; (e) advising the special committee in negotiations with the case constituents and third parties as necessary; (f) if necessary, participating as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and (g) performing other activities as directed by the special committee and as agreed to by Province. The hourly rates of Province's professionals are as follows: Managing Directors and Principals $860 - $1,350 Vice Presidents, Directors, and Senior Directors $580 - $950 Analysts, Associates, and Senior Associates $300 - $650 Other/Paraprofessionals $220 - $300 Effective Jan. 1, 2024, the hourly rates are as follows: Managing Directors and Principals $870 - $1,450 Vice Presidents, Directors, and Senior Directors $690 - $950 Analysts, Associates, and Senior Associates $370 - $700 Other/Paraprofessionals $270 - $410 In addition, Province will seek reimbursement for expenses incurred. The Debtors paid Province a total of $401,254.72 for services rendered to them prior to the petition date. Daniel Moses, a principal at Province, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel Moses Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Telephone: (702) 685-5555 Email: dmoses@provincefirm.com 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 tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; and PJT Partners LP as investment banker. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP 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. WYNN RESORTS: Incurs $120.54MM Net Loss in Q3 2023 -------------------------------------------------- Wynn Resorts Ltd filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $120.54 million on $1.67 billion total operating revenues for the three months ended Sept. 30, 2023, compared to a net loss of $207.79 million on $889.72 million total operating revenues for the same period in 2022. For the nine months ended Sept. 30, 2023, Wynn Resorts posted net income of $8.44 million compared to a net loss of $675.82 million for the nine months ended Sept. 30, 2022. Operating revenues were $1.67 billion for the third quarter of 2023, an increase of $782.2 million from $889.7 million for the third quarter of 2022. For the third quarter of 2023, operating revenues increased $449.5 million, $254.6 million, $74.6 million, and $4.8 million at Wynn Palace, Wynn Macau, its Las Vegas Operations, and Wynn Interactive, respectively, and decreased $1.4 million at Encore Boston Harbor, from the third quarter of 2022. Net loss attributable to Wynn Resorts, Limited was $116.7 million for the third quarter of 2023, compared to net loss attributable to Wynn Resorts, Limited of $142.9 million for the third quarter of 2022. Diluted net loss per share was $1.03 for the third quarter of 2023, compared to diluted net loss per share of $1.27 for the third quarter of 2022. Adjusted net income attributable to Wynn Resorts, Limited(2) was $112.0 million, or $0.99 per diluted share, for the third quarter of 2023, compared to adjusted net loss attributable to Wynn Resorts, Limited of $135.4 million, or $1.20 per diluted share, for the third quarter of 2022. Adjusted Property EBITDAR was $530.4 million for the third quarter of 2023, an increase of $356.8 million compared to Adjusted Property EBITDAR of $173.5 million for the third quarter of 2022. For the third quarter of 2023, Adjusted Property EBITDAR increased $198.9 million, $121.7 million, $24.0 million, and $12.9 million at Wynn Palace, Wynn Macau, its Las Vegas Operations, and Wynn Interactive, respectively, and decreased $0.6 million at Encore Boston Harbor, from the third quarter of 2022. Commenting on the results, Craig Billings, CEO of Wynn Resorts, Limited., said, "Our third quarter results reflect continued strength across our property portfolio.Our teams at Wynn Las Vegas and Encore Boston Harbor delivered a new third-quarter record for Adjusted Property EBITDAR at our combined North American properties as we continue to elevate our properties above those of our peers. In Macau, the recovery continued to progress during the quarter, with particular strength in our mass gaming, luxury retail and hotel businesses. On the development front, construction on Wynn Al Marjan Island is well underway, and we are confident the resort will be a 'must see' tourism destination in the UAE." 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/3hd4rraw About Wynn Resorts Ltd. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates hotels and casino resorts. As of Sept. 30, 2023, Wynn Resorts has $13.34 billion in total assets and $15.05 billion in total liabilities. Egan-Jones Ratings Company on September 19, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts, Limited. YOUNG POULTRY: Hires Law Offices of Douglas M. Engell as Counsel ---------------------------------------------------------------- Young Poultry Farm, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Law Offices of Douglas M. Engell, Inc. as counsel. The firm will provide these services: a. advise and consult with the Debtor regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor; b. evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of Debtor; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of Debtor as they become necessary in this proceeding. The firm will be paid at these rates: Douglas M. Engell $395 per hour Paralegals $110 per hour The firm will be paid a retainer in the amount of $3,262. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas M. Engell, Esq., a partner at Law Offices of Douglas M. Engell, 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: Douglas M. Engell Law Offices of Douglas M. Engell PO BOX 309 Marion, MS 39342 Telephone: (601)693-6311 Email: dengell@dougengell.com About Young Poultry Farm, LLC Young Poultry Farm, LLC, a company in Collinsville, Miss., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-02495), with $1 million to $10 million in both assets and liabilities. Louis Clay Young, member, signed the petition. Judge Jamie A. Wilson oversees the case. Douglas M. Engell, Esq., at Doug Engll represents the Debtor as legal counsel. ZAIRY ATS: Seeks to Hire Oliver & Cheek as Bankruptcy Counsel ------------------------------------------------------------- Zairy ATS, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire The Law Offices of Oliver & Cheek, PLLC to handle its Chapter 11 case. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for out-of-pocket expenses incurred. The Debtor paid the firm a retainer of $7,500. George Mason Oliver, Esq., a partner at The Law Offices of Oliver & Cheek, 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: George Mason Oliver, Esq. The Law Offices of Oliver & Cheek, PLLC P.O. Box 1548 New Bern, NC 28563 Tel: (252) 633-1930 Fax: (252) 633-1950 Email: george@olivercheek.com About Zairy ATS, LLC Zairy ATS, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-03270-5-PWM) on November 9, 2023. In the petition signed by Rachel Sara McGhinnis, member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Pamela W. McAfee oversees the case. George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek, PLLC, represents the Debtor as legal counsel. [*] 42 Greenberg Traurig Attorneys Included in "Top Lawyers" List ----------------------------------------------------------------- Forty-two attorneys from global law firm Greenberg Traurig, LLP's Boston office are recognized as Boston Magazine "Top Lawyers." The "Top Lawyers" list is specially curated to showcase the region's finest legal minds, according to the publication. To compile the guide, lawyers in the area are invited to nominate up to three of their peers in a select number of practice areas. The top nominees in each area are then reviewed by an advisory board of select lawyers and are chosen for both their credentials and the high number of votes they receive. The following Greenberg Traurig Boston attorneys are recognized as "Top Lawyers" in the listed practice areas: Charles W. Azano - Bankruptcy & Workout Jonathan Bell - Business Law Mark A. Berthiaume - Civil Law Litigation Angela C. Bunnell - Class Action Amanda L. Carney - Labor & Employment Dina E. Conlin - Real Estate Joseph J. Curran - Tax Law Gregory R. Daddario - Corporate Law Joseph P. Davis III - Commercial Litigation John A. DeTore - Energy Oil & Gas Anne V . Dunne - Commercial Litigation David J. Dykeman - Intellectual Property Rights John F. Farraher, Jr. - Commercial Litigation Roman Fayerberg - Intellectual Property Rights David C. Fixler - Energy Oil & Gas Elizabeth W. Fraser - Business Law Jack S. Gearan - Labor & Employment David S. Harburger - Intellectual Property Rights Edward S. Hershfield - Real Estate Mark Hichar - Gaming Law Alison T. Holdway - Commercial Litigation Melissa Hunter-Ensor - Intellectual Property Rights Bradley A. Jacobson - Corporate Law Michael E. Jusczyk - Banking & Financial Justin F. Keith - Labor & Employment Emily Ladd-Kravitz - Corporate Law Lauren A. Liss - Land Use Environment Eric W. Macaux - Energy Oil & Gas David G. Mandelbaum - Land Use Environment James D. Masterman - Eminent Domain Terence P. McCourt - Labor & Employment Christopher H. Milton - Real Estate Colleen A. Murphy - Bankruptcy & Workout Paul J. Murphy - Education A. John Pappalardo - Criminal Defense White Collar Kelly M. Pesce - Labor & Employment Chinh H. Pham - Intellectual Property Rights Linda M. Ricci - Criminal Defense White Collar David G. Thomas - Class Action Kevin J. Walsh - Bankruptcy & Workout Mian R. Wang - Commercial Litigation Jeffrey M. Wolf - Bankruptcy & Workout About Greenberg Traurig's Boston Office: Established in 1999, Greenberg Traurig's Boston office is home to more than 85 attorneys practicing in the areas of banking and finance, corporate, emerging technology, energy, environmental, gaming, governmental affairs, intellectual property, labor and employment, life sciences and medical technology, litigation, public finance, real estate, restructuring and bankruptcy, tax,and white collar defense and investigations. An important contributor to the firm's international platform, the Boston office includes a team of nationally recognized attorneys with both public and private sector experience. The team offers clients the value of decades of helping clients in complex legal matters and hands-on knowledge of the local business community, supported by the firm's vast network of global resources. About Greenberg Traurig: Greenberg Traurig, LLP -- http://www.gtlaw.com-- has more than 2650 attorneys in 47 locations in the United States, Europe and the Middle East, Latin America, and Asia. The firm is a 2022 BTI "Highly Recommended Law Firm" for superior client service and is consistently among the top firms on the Am Law Global 100 and NLJ 500. Greenberg Traurig is Mansfield Rule 6.0 Certified Plus by The Diversity Lab. The firm is recognized for powering its U.S. offices with 100% renewable energy as certified by the Center for Resource Solutions Green-e(R) Energy program and is a member of the U.S. EPA's Green Power Partnership Program. The firm is known for its philanthropic giving, innovation, diversity, and pro bono. ********* 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 ***