/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231201.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 1, 2023, Vol. 27, No. 334 Headlines 1376 CHURCH: Case Summary & Six Unsecured Creditors 2CM LLC: Court OKs Cash Collateral Access Thru Dec 4 2CM LLC: Updates Restructuring Plan Disclosures 316-318 GUILFORD: Hits Chapter 11 Bankruptcy 40 & HOLDING: Wins Interim Cash Collateral Access ARTISTS IN MOTION: Unsecureds to Get Share of Income for 3 Years AVIATION SAFETY: Court OKs Cash Collateral Access BED BATH & BEYOND: Abandoned Locations Claimed by Retailers BELLARMINE UNIVERSITY: Moody's Lowes Issuer Rating to 'Ba3' BELMONT TRADING: Court OKs Cash Collateral Access Thru Feb 2024 BLOCKFI INC: Reaches $21-Mil. Deal With Vrai Nom BWA BRASIL TECNOLOGIA: Chapter 15 Case Summary CAIR HEATING: Wins Cash Collateral Access Thru Dec 29 CANO HEALTH: Incurs $491.7 Million Net Loss in Third Quarter CAREVIEW COMMUNICATIONS: Incurs $870K Net Loss in Third Quarter CATHOLIC HEALTH: Moody's Hikes Rating to Caa1, Outlook Stable CELSIUS NETWORK: Creditors Oppose $281K in Bidder's Chapter 11 Fees CELSIUS NETWORK: Grants Custody Holders Access to Withdrawals CELSIUS NETWORK: Seeks Court OK for Switch to Mining-Only Biz CONCRETE SOLUTIONS: Ongoing Operations to Fund Plan Payments DA VINCI DENTAL: Court OKs Cash Collateral Access Thru Jan 2024 DAWSON COUNTY HOSPITAL: S&P Withdraws 'CCC+' Rating in 2015 Bonds DIOCESE OF BUFFALO: NY Parishes Protected While in Mediation DS PARENT: Moody's Assigns B2 Rating to Proposed Secured Loans FLEXERA SOFTWARE: Moody's Affirms 'B2' CFR, Outlook Remains Stable FTX GROUP: Settles $744 Million Crypto Sale Dispute With BlockFi GENESIS GLOBAL: Strikes Deal With DCG to End $620-Million Suit GIRARDI & KEESE: Govt. Fights Trustee's $3-Mil. Professional Fees GOLDEN SEAHORSE: Files Amended Plan; Confirmation Hearing March 5 GOLDEN WEST: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative GREAT OUTDOORS: S&P Alters Outlook to Negative, Affirms 'BB' ICR H&B AUTO: Gina Klump Named Subchapter V Trustee HARVARD APPARATUS: Incurs $1.6 Million Net Loss in Third Quarter INSPIREMD INC: Has Deal With Jacobs Institute to Study CGuard EPS INTEGRATED CARE: Wins Cash Collateral Access on a Final Basis J.A.R. CONCRETE: Bankruptcy Converted to Chapter 7 Liquidation JAY DELI: Gerard Luckman of Forchelli Named Subchapter V Trustee LECLAIRRYAN PLLC: $2.1-Million Foley & Lardner Fees Okayed LEGACY-XSPIRE HOLDINGS: Wins Interim Cash Collateral Access LILIUM N.V.: Receives EASA Design Organization Approval LINDEN AUTO: May Use $83,819 of Cash Collateral M & T REAL ESTATE: $64K Unsecured Claims to Get 50% over 36 Months MEP INFRASTRUCTURE: Court OKs Cash Collateral Access Thru Dec 31 MM MECHANICAL: William Wallo Named Subchapter V Trustee MONARCH GOLD: Obtains CCAA Initial Stay Order Until Dec. 4 OPTIVIEW 360: Files Emergency Bid to Use Cash Collateral ORBITAL INFRASTRUCTURE: Creditors Back Plan, Liquidation Approved OSG HOLDINGS: 3 Liquidating Debtors Seek Case Dismissal OVAL SQUARED: Files Emergency Bid to Use Cash Collateral PELICAN POINT: Ciara Rogers of Waldrep Named Subchapter V Trustee PERSIAN BROADCAST: Court OKs Deal on Cash Collateral Access PG&E CORP: To Pay Dividends for 1st Time in Six Years PHUNWARE INC: Incurs $19 Million Net Loss in Third Quarter PIKE CORP: Moody's Rates New $400MM Unsecured Notes 'B3' PIKE CORP: S&P Rates $400MM Senior Unsecured Notes 'B-' PROFESSIONAL DIVERSITY: Receives Noncompliance Notice from Nasdaq PROTERRA INC: $210-Million Sale of Battery Business to Volvo Okayed PROTERRA INC: Gets Final Court Nod for Powered Business Line Sale RADIOLOGY PARTNERS: Moody's Cuts CFR to 'Caa3', Outlook Stable RESIDENTS FIRST: Deborah Fish Named Subchapter V Trustee SCHON ELISE: Unsecured Claims, If Any, to Recover 100% SILVER TRIDENT: Wins Cash Collateral Access Thru Dec 31 SORRENTO THERAPEUTICS: Shareholders Seek Discovery Amid Jones Issue STAR ALLIANCE: Signs MOU to Acquire IDC Energy Mining Claim SUNCOKE ENERGY: Moody's Affirms 'B1' CFR, Outlook Remains Positive TDC GROUP: Commences Subchapter V Case Pro Se TIMBER PHARMA: Commences NYSE American Delisting Proceedings VESTTOO LTD: Creditors' Committee Files Liquidating Plan VIDEO RIVER: Incurs $77,188 Net Loss in Third Quarter VIRGINIA REAL ESTATE: Court OKs Cash Access Thru April 2024 VISTA CLINICAL: Court OKs Cash Collateral Access on Final Basis VOYAGER DIGITAL: $1.6-Billion FTC Settlement Approved VYCOR MEDICAL: Incurs $52K Net Loss in Third Quarter WESTMINSTER CANTERBURY: Fitch Affirms 'BB+' Rating on 2018 Bonds [*] David Poitras Joins BG Law's Bankruptcy & Insolvency Practice [*] Epiq Bags Consumer Discretionary Deal of The Year Award [^] BOOK REVIEW: The Heroic Enterprise ********* 1376 CHURCH: Case Summary & Six Unsecured Creditors --------------------------------------------------- Debtor: 1376 Church LLC 1390 Market Street, Suite 200 San Francisco, CA 94102 Business Description: 1376 Church owns a commercial property located at 1376 Church Street, San Francisco, CA valued at $2.6 million. Chapter 11 Petition Date: November 29, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-30817 Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Total Assets: $2,600,005 Total Liabilities: $6,717,254 The petition was signed by Tony Garnicki as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JDDIHKA/1376_Church_LLC__canbke-23-30817__0001.0.pdf?mcid=tGE4TAMA 2CM LLC: Court OKs Cash Collateral Access Thru Dec 4 ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized 2CM, LLC to use cash collateral on an interim basis, until the hearing set for December 4, 2023 at 10 a.m. The Debtor has three pre-petition merchant cash advances/lenders that have a lien on the Debtor's cash and receivables. Those lenders are Expansion Capital Group, Fox Capital Group, Inc., and Rapid Finance. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; and (b) the current and necessary expenses set forth in the budget. The Cash Collateral lenders will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as their respective prepetition lien(s), without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. PNC Bank will have a perfected post-petition setoff right against cash collateral to the same extent and with the same validity and priority as its respective prepetition setoff right, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=fFv0Zy from PacerMonitor.com. The Debtor projects $60,000 in net revenue and $56,511 in total expenses. About 2CM, LLC 2CM, LLC is a Florida corporation based in Jacksonville, Florida. It sells pet supplies both online and at its brick-and-mortar store. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01569) on July 5, 2023. In the petition signed by Howland Russell, the owner, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Jason A. Burgess oversees the case. Thomas Adam, Esq., represents the Debtor as legal counsel. 2CM LLC: Updates Restructuring Plan Disclosures ----------------------------------------------- 2CM, LLC, submitted a First Amended Subchapter V Plan of Reorganization dated November 20, 2023. This Chapter 11 bankruptcy case has primarily been filed to restructure its secured loan and resolve its unsecured debt and merchant cash advances by providing payment to general unsecured creditors on a pro rata basis on the effective date of the plan. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $500.00. The final Plan payment is expected to be paid on December 1, 2026. This Plan provides for 1 class of priority claims; 2 classes of secured claims; and 1 class of general unsecured claims. Class 4 unsecured creditors holding allowed claims will receive distribution under this Plan based on their pro rata share via monthly payments of the Debtor's disposable monthly income for 36 months beginning on the Effective Date of this Plan. This Plan also provides for the payment of administrative and priority claims either upon the effective date of the Plan, as agreed or as allowed under the Bankruptcy Code. Like in the prior iteration of the Plan, the Debtor shall pay the total amount of $18,000.00 to unsecured claims at the rate of $500.00/month during months 1-36 of the plan. Each allowed unsecured claim will receive its prorate share for approximately 9% repayment of all unsecured claims. Except as otherwise expressly provided in the Plan or in the order confirming the Plan, (i) The Debtor will retain all property of the estate and confirmation of the Plan vests all property of the estate in the Debtor, and (ii) after confirmation of the Plan, the property dealt with by the Plan shall be free and clear of any and all liens, claims, and interests of any creditors. Funds generated from operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. The operations of the Reorganized Debtor shall continue to be overseen by the Debtor's current Manager, Howland Russell. The powers and compensation of the Manager of the Reorganized Debtor shall be substantially the same as the Manager’s powers as of the Petition Date. Mr. Russel will continue to be compensated a weekly gross salary of $30,000.00 per year. In the event the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, the Debtor will continue to file quarterly operating reports until such time as the Debtor has made all payments under the Plan or receives a discharge. The SubChapter V Trustee may file applications for compensation as needed in the event the Plan is confirmed under Section 1191(b) of the Bankruptcy Code. A full-text copy of the First Amended Plan dated November 20, 2023 is available at https://urlcurt.com/u?l=5hBScP from PacerMonitor.com at no charge. Counsel for Plan Proponent: Thomas C. Adam, Esq. Adam Law Group, PA 2258 Riverside Avenue Jacksonville, FL 32204 Telephone: (904) 329-7249 Email: tadam@adamlawgroup.com About 2CM, LLC 2CM, LLC, is a Florida corporation based in Jacksonville, Florida. It sells pet supplies both online and at its brick-and-mortar store. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01569) on July 5, 2023. In the petition signed by Howland Russell, the owner, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Jason A. Burgess oversees the case. Thomas Adam, Esq., is the Debtor's legal counsel. 316-318 GUILFORD: Hits Chapter 11 Bankruptcy -------------------------------------------- 316-318 Guilford Avenue LLC filed for chapter 11 protection in the District of Maryland. According to court filing, the Debtor reported between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About 316-318 Guilford Avenue 316-318 Guilford Avenue LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 316-318 Guilford Avenue sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-18476) on Nov. 21, 2023. In the petition filed by Larry Young, as member, the Debtor estimated assets and liabilities between $1 million and $10 million. The Debtor is represented by: Stephen L. Prevas, Esq. Prevas and Prevas 3807 Barrington Road Baltimore, MD 21215 Tel: 410-752-2340 Fax: 410-332-0474 E-mail: prevasandprevas@verizon.net 40 & HOLDING: Wins Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized 40 & Holding LLC, d/b/a/ The London Bridge Pub, to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor needs to use the funds in the bank account to continue normal operations and to maintain its going concern value. The Debtor has represented that a UCC search at the North Carolina Secretary of State's web portal revealed the following UCC-1 filings which may reflect perfected liens on cash collateral: a. File # 20180090175E recorded August 30, 2018, in favor of CresCom Bank, ATTN: Loan Processing, 220 Creekside Drive, Washington, NC 27889; b. File # 20200012154J recorded February 4, 2020, in favor of U.S. Foods, Inc., 1500 NC Highway 39, Zebulon, NC 27597; c. File # 20200050796B recorded May 6, 2020, in favor of U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203; d. File # 20220140275G recorded October 15, 2022, in favor of Financial Agent Services, P.O. Box 2576, Springfield, IL 62708; and e. File # 20230068402J recorded against 40 & HOLDING LLC on May 30, 2023, in favor of CT Corporation System, as representative, 330 N Brand Blvd, Suite 700, ATTN: SPRS, Glendale, CA 91203. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's cash and inventory to the extent of the use and to the extent that the pre-petition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. The Debtor's use of cash collateral will expire or terminate on the earlier of: (i) the Debtor ceasing operations of its business; or (ii) the non-compliance or default of the Debtor with any terms and provisions of the Order. The next hearing on the matter is January 11, 2024 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=RfxScG from PacerMonitor.com. The Debtor projects $65,000 in total income and $69,408 in total expenses for December 2023. About 40 & Holding LLC 40 & Holding LLC is a pub serving food, beverages, and alcoholic beverages, located in downtown Raleigh. London Bridge also hosts special events in the pub, such as open mic nights, DJ performances, karaoke, and broadcasts soccer games for its clientele. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01637) on June 13, 2023. In the petition signed by Michael A. Ruiz, owner/member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Joseph N. Callaway oversees the case. Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. ARTISTS IN MOTION: Unsecureds to Get Share of Income for 3 Years ---------------------------------------------------------------- Artists in Motion Dance Studio, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Reorganization dated November 20, 2023. The Debtor was formed as a limited liability company in April 2009 and operates as a teaching school for children and adults. The debtor is owned by Michelle Wolf and Jennifer Yurko who have equal ownership interests in the debtor. However, Jennifer Yurko has decided to retire from the business and is no longer active in the running of the business since the date of the filing of the petition leaving Michelle Wolf as the sole remaining member to operate the business. The event which lead to the filing of the Bankruptcy Case was the filing of 2 summary dispossess complaints in the Superior Court of New Jersey seeking to dispossess the debtor for failing to make payments to the landlord on each of the units, Unit B and Unit B1. This was the singular event which lead the debtor to file the Chapter 11 petition. United States Small Business Administration is a secured creditor by virtue of a security agreements and filed UCC-1. The debtor will continue to make regular installment payments on account of this claim on the contractual agreement of the claim until the claim is paid in full. The debtor is current both pre and post petition with payment to this creditor. This creditor will retain their lien as described in the filed UCC-1. The debtor will assume the lease for 1724 Route 70, Unit B1, Cherry Hill, NJ with the landlord VV1722, LLC. That lease expires on June 30, 2028. The debtor will continue to make regular monthly payments going forward in accordance with its contractual agreement and will also cure pre petition arrears in the amount of $32,134.75 by paying $1,000 per month for the next 32 months commencing on the effective date of the plan and each month thereafter and then a payment of $134,75 in the 33rd month after the effective date of the plan. The debtor will pay to all allowed unsecured creditors all of the projected disposable income of the debtor to be received in the 3-year period beginning on the date that the first payment is due under the plan. Disposable income means the income that is received by the debtor that is not reasonably necessary to be expended for payment of expenditures necessary for the continuation, preservation or operation of the business of the debtor. The payments will be yearly on the anniversary of the effective date of the plan, on the second anniversary of the effective date of the plan and on the third anniversary of the effective date of the plan. The payments to the creditors of this class will be made pro rata. Class 2 consists of General Unsecured Claims. Allowed unsecured claims including but not limited to the following filed claims: Claim #1 VV1722, LLC, $166,831.19; Claim #3 J.P. Morgan Chase Bank $41,046.43; Claim #4 American Express $18,600.35; Claim #5 American Express $7,037.15; Claim #6 Capital One $2,372.79; Claim #7 American Express $2,944.21; and Claim #8 First Citizens Bank & Trust $4,190.13. The debtor will pay to all allowed unsecured creditors all of the projected disposable income of the debtor to be received in the 3-year period beginning in the date that the first payment is due under the plan. Disposable income means the income that is received by the debtor that is not necessary to be expended for payment of expenditures necessary for the continuation, preservation or operation of the business of the debtor. The payments will be yearly on the anniversary of the effective date of the plan, on the second anniversary of the effective date of the plan and on the third anniversary of the effective date of the plan. The payments to the creditors of this class will be made pro rata. Class 3 consists of Equity Interest Holders. Michelle Wolf shall retain 50% of ownership interest of Debtor. Jennifer Yurko shall retain 50% of ownership interest of Debtor. The Plan will be funded by cash flow from debtor. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. A full-text copy of the Plan of Reorganization dated November 20, 2023 is available at https://urlcurt.com/u?l=u6YDOD from PacerMonitor.com at no charge. Attorneys for Debtor: David A. Kasen, Esq. Kasen & Kasen, PC Society Hill Office Park 1874 E. Marlton Pike, Suite 3 Cherry Hill, NJ 08003 Telephone (856) 424-4144 Facsimile (856) 424-7565 Email: dkasen@kasenlaw.com About Artists in Motion Dance Studio Artists in Motion Dance Studio, LLC, was formed as a limited liability company in April 2009 and operates as a teaching school for children and adults. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-17203) on Aug. 21, 2023, with as much as $1 million in both assets and liabilities. Michele Wolf, member, signed the petition. David A. Kasen, Esq., at Kasen & Kasen, PC, serves as the Debtor's counsel. AVIATION SAFETY: Court OKs Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorized Aviation Safety Resources, Inc., S.E., Inc. d/b/a Strong Enterprises, and Pioneer Aerospace Corporation, to use cash collateral on an interim basis, in accordance with the budget, with 10% variance, pending a further hearing set for December 12, 2023 at 9:30 a.m. As previously reported by the Troubled Company Reporter, since Spring 2023, the Debtors have been evaluating strategic options to continue operations amidst significant operating losses and difficulties in obtaining sufficient capital. They received a $1 million credit facility from Sugden and Spence, which was used to fund operating expenses and payments to professionals. The Lenders Advances were secured on a junior basis. ASR acquired Pioneer from Zodiac in March 2022, and as part of the SPA, ASR executed a Secured Promissory Note in favor of Zodiac for the purchase price. Zodiac filed a UCC-1 Financing Statement with the Florida Secretary of State in April 2022. ASR's pre-petition secured indebtedness is comprised of a seller financing note from the purchase of Pioneer and an SBA loan. In March 2022, ASR acquired Pioneer from Zodiac. Specifically, on March 23, 2022, ASR and Zodiac US entered into the Stock Purchase Agreement, pursuant to which ASR purchased from Zodiac US all of the issued and outstanding shares of common stock of Pioneer. As part of the SPA, ASR executed in favor of Zodiac a Secured Promissory Note in the approximate principal amount of $2.19 million for the purchase price under the SPA. In conjunction with the ASR Note, on April 7, 2022 Zodiac filed a UCC-1 Financing Statement with the Florida Secretary of State. Also as part of the SPA, Pioneer executed a Secured Promissory Note in favor of Zodiac US (its former shareholder) in the approximate principal amount of $1 million. In conjunction with the Pioneer Zodiac Note, on March 29, 2022 Zodiac filed or caused to be filed a UCC-1 Financing Statement with the Delaware Department of State. In addition to the Zodiac notes, Strong and ASR have SBA EIDL loans. ASR is obligated on an SBA EIDL in the approximate amount of $161,000. The obligation is subject to a security agreement granting a lien on substantially all of ASR's assets. However, the lien was perfected only through a UCC-1 Financing Statement recorded in Kentucky, and not in Florida. Because ASR is a registered organization in Florida, the lien is subject to challenge. Strong's secured obligations are comprised of amounts due and owing to the U.S. Small Business Administration under an SBA Economic Injury Disaster Loan in the amount of $150,000, dated June 14, 2020. On June 29, 2020, the SBA filed a UCC-1 Financing Statement with the Florida Secretary of State. As adequate protection, the Pre-Petition Lenders are granted a replacement lien in and upon all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity, and priority that they held as of the Petition Date. The replacement liens or claims granted will be subject to the payment of the Carve-Out Expenses. The Debtors are entitled to collect money from parties with outstanding accounts receivable to the Debtors and no creditor or party in interest shall interfere with the Debtors' collection actions. The Debtors will maintain records regarding the collection of prepetition amounts. The Debtors will maintain insurance coverage for the collateral in accordance with the obligations under any applicable loan and security documents. A copy of the order is available at https://urlcurt.com/u?l=743RTN from PacerMonitor.com. About Aviation Safety Resources, Inc. Aviation Safety Resources, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04639) on November 1, 2023. In the petition signed by Michael Rinaldi, president, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Grace E. Robson oversees the case. Daniel R. Fogarty, Esq., at Stichter, Riedl, Blain & Postler, PA., represents the Debtor as legal counsel. BED BATH & BEYOND: Abandoned Locations Claimed by Retailers ----------------------------------------------------------- Dennis Limmer of Retail Wire reports that after the closing of its business, Bed Bath & Beyond locations that have been abandoned are now all being claimed and transformed by other companies. In the expansive industry of retail, bankruptcy filings often lead to unexpected opportunities. That was the case when many businesses, seeking to expand their reach, swooped in to fill the void left by Sears, Toys "R" Us, and Circuit City. This year marks the first holiday shopping season in over half a century without physical Bed Bath & Beyond stores. The company, which shuttered its remaining 360 stores along with 120 buybuy BABY outlets earlier this 2023, is known as one of the most significant retail bankruptcies in recent history. However, its legacy continues online thanks to Overstock.com, which purchased the brand and relaunched it on the web. The bankruptcy proceedings of Bed Bath & Beyond have left hundreds of vacant stores, which have turned out to be goldmines for both retailers looking to expand and companies seeking unique spaces. Replacement occupants now range widely from big-name chains like Macy's, HomeGoods, Burlington, and Michaels to entertainment spots like trampoline parks and indoor pickleball courts. The attractiveness of these empty Bed Bath & Beyond stores comes from the scarcity of new large spaces. Due to the 2008 financial crisis and the surge of online shopping, the creation of new retail locations has markedly decreased, leading to historically low retail vacancy rates. Many of the former Bed Bath & Beyond locations -- typically in suburban areas, measuring under 50,000 square feet -- embody an appealing trend for retailers. Nowadays, companies lean toward smaller spaces, reducing rent and labor costs in the face of an increasingly digital shopping environment. Macy's, for instance, is launching smaller establishments called "Market by Macy's" in old Bed Bath & Beyond buildings. Burlington Stores has already occupied 44 former Bed Bath & Beyond locations. "Some of our best stores were created from carved-up Kmart or Sears locations." Michael O'Sullivan, Burlington Stores CEO, via CNN Despite the endless chatter about the so-called "retail apocalypse," physical stores continue to hold significant importance. Notably, growth has been most pronounced in the discount segment of retail, drawing in budget-conscious shoppers. Bed Bath & Beyond locations have proven to be a hot commodity, with rents soaring up to 50% higher than the original price. Commercial real estate investment firm CBRE said that landlords are exploiting this trend, often subdividing these spaces. Kimco Realty, which owns 26 former Bed Bath & Beyond leases, reported that new leases are 38% higher than previous ones. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing Chapter 11 cases, implementing full-scale wind-downs of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond, and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind-down of operations. The cases are pending before the Honorable Vincent F. Papalia and requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BELLARMINE UNIVERSITY: Moody's Lowes Issuer Rating to 'Ba3' ----------------------------------------------------------- Moody's Investors Service has downgraded Bellarmine University's (KY) issuer and revenue bond ratings to Ba3 from Ba1. For fiscal 2023, the university recorded total outstanding debt of $66 million. The bonds were issued through the Louisville & Jefferson County Metropolitan Government. The outlook is negative. Issuer: Louisville & Jefferson County Metropolitan Government Description Prior Rating New Rating ----------- ------------ ---------- College Improvement Revenue Ba1 Ba3 and Revenue Refunding Bonds, Series 2015 (Bellarmine University Incorporated Project) College Improvement Revenue Ba1 Ba3 Refunding Bonds Series 2017A (Bellarmine University Project) College Improvement Revenue. Ba1 Ba3 Refunding Bonds Taxable Series 2017B (Bellarmine University Project) RATINGS RATIONALE The downgrade of Bellarmine University's issuer rating to Ba3 from Ba1 is driven by the university's ongoing multi-year deficit operations and rapidly deteriorating unrestricted liquidity. A forecast deficit for fiscal 2024 will drive additional use of cash reserves to cover debt service. Constrained tuition pricing power will limit the university's ability to make strategic investments in a highly competitive environment. Without the active step of depositing debt service funds for the preceding year, the university would be in violation of its 1.1x debt service coverage covenant. Continuing student market difficulties, reflected in the steadily rising discount rate and softening net tuition per student, will add significant obstacles to sustainably returning to fiscal balance. The university is highly reliant on student charges and its various enrollment management strategies will face competition. Social considerations are a key driver of this rating action, with weak regional demographics and evolving consumer trends factoring into sustained erosion in net tuition revenue. Governance considerations are also a key driver of this rating action, including financial strategy and risk management and the pattern of additional quasi-endowment draws. Further, there are risks associated with investment strategies, including substantial exposure to nearby real estate holdings. The Ba3 issuer rating favorably incorporates Bellarmine's niche as an established Catholic university in urban Louisville with notable and expanding programs and partnerships, particularly oriented toward health professions. Fiscal 2023 cash and investments of $67 million covered expenses and debt by a modest 0.8x and 1.0x, respectively. Historically good donor support and an ongoing focus on realigning academic programs and delivery models to enhance student demand provide some prospect for revenue stabilization. While debt affordability will weaken with softer operations, the university has no additional debt plans at this time. The Ba3 revenue bond ratings incorporate the issuer rating and general obligation to pay, along with a pledge of gross revenues and a mortgage on certain campus properties. RATING OUTLOOK The negative outlook incorporates Bellarmine's ongoing student demand challenges and the potential for further credit deterioration if operating performance fails to improve and liquidity declines continue. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Notable strengthening of brand and strategic positioning, reflecting stronger student generated and donor revenue and successful execution of strategic initiatives -- Significant and sustained improvement in operating performance -- Material and lasting growth in the university's total wealth and unrestricted liquidity FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to gradually improve operating performance beginning in fiscal 2025 -- Sustained and material reductions in available liquidity or total cash and investments -- Move to reliance on an operating line of credit for operating liquidity LEGAL SECURITY Bellarmine's outstanding Series 2015, 2017A and 2017B bonds have a lien and security interest in gross revenues. The bonds are further secured by a mortgage pledge on certain campus facilities and fully cash funded debt service reserve fund. The university has covenanted to charge and maintain tuition, fees and other charges sufficient to provide Net Revenues Available for Debt Service at least equal to 1.1x annual debt service on all long-term indebtedness. For fiscal 2023 management reports that the projected covenant would be below 1.1x, absent its pre-deposit of debt service. PROFILE Bellarmine University is a small, private, liberal arts university located in Louisville, Kentucky, founded in 1950 under the Catholic tradition. Bellarmine offers undergraduate, graduate and professional degrees, with notable programs in health sciences, nursing, education and business. For fiscal 2023, the university recorded $73 million in operating revenue and in fall 2023, enrolled 2,862 fulltime equivalent (FTE) student. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. BELMONT TRADING: Court OKs Cash Collateral Access Thru Feb 2024 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Belmont Trading Co., Inc. to use the cash collateral of Kassel Financing, LLC and the U.S. Small Business Administration on an interim basis in accordance with the budget, through February 6, 2024. As adequate protection, the Lenders are granted valid, binding, enforceable and perfected replacement liens and security interests in and on any of the Debtor's now owned Collateral or Collateral acquired since the Petition Date, wherever located, to the same extent validity and priority held by the Lenders prior to the Petition Date and only to the extent of the diminution in the amount of Lenders Cash Collateral used by the Debtor after the Petition Date. The Debtor is also directed to maintain insurance coverage on the Collateral. The Failure to maintain insurance coverage, pay taxes or otherwise meet all requirements under the Order and failure to cure same within 10 business days after notice may constitute an event of default. A status hearing on the matter is set for January 30, 2024 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=YDKr5g from PacerMonitor.com. The Debtor projects $517,000 in total cost of goods sold and $211,950 in total expenses for one month. About Belmont Trading Co., Inc. Belmont Trading Co., Inc. offers full-service value recovery and recycling services for mobile devices. The Debtor processes retired mobile devices and remarket and resell them. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12083) on September 12, 2023. In the petition signed by Igor Boguslavsky, president, the Debtor disclosed $2,575,764 in assets and $15,773,104 in liabilities. Judge Janet S. Baer oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents the Debtor as legal counsel. BLOCKFI INC: Reaches $21-Mil. Deal With Vrai Nom ------------------------------------------------- Liam 'Akiba' Wright of Crypto Slate reports that BlockFi Inc. has reached an agreement in principle with Vrai Nom Investment in its complex bankruptcy proceedings, potentially marking a pivotal moment in the crypto lending firm's efforts to navigate its financial challenges. BlockFi has been granted an adjournment on related hearings until December 19, 2023. As BlockFi emerges from the shadows of its November 2022 bankruptcy filing, the firm continues to grapple with the aftermath of a tumultuous period in the crypto market. The backdrop for this development is BlockFi's recent emergence from bankruptcy. This emergence followed a period of halted withdrawals and intensive legal and financial restructuring, notably amidst the fallout following the collapse of the FTX empire. BlockFi's entanglement with FTX and the subsequent $275 million claim against the latter outlined a complex web of relationships that underscored the interconnected nature of the cryptocurrency sector. Though details remain scarce pending legal formalities, the agreement between BlockFi and Vrai Nom signals a potential resolution of some contentious issues that have prolonged the bankruptcy proceedings. This accord, aiming to settle matters in both the adversary proceeding and the main bankruptcy case, suggests a proactive approach by both parties towards a mutual understanding and, potentially, a conclusive end to certain legal disputes. Genesis of the BlockFi and Vrai Nom dispute. In June 2022, BlockFi, amidst its regular business operations before the bankruptcy filing, entered into a significant loan agreement with Vrai Nom. Under this agreement, Vrai Nom loaned BlockFi International 21,670,000 USDC. To secure this loan, BlockFi pledged a substantial amount of cryptocurrency, specifically ETH and ETHW tokens, as collateral. This arrangement set the stage for the ensuing legal dispute that unfolded as BlockFi navigated through bankruptcy. The dispute intensified in March 2023 when Vrai Nom filed a proof of claim in the bankruptcy proceedings, asserting a $1.95 million claim against BlockFi's estate. This claim was predicated on the balance owed following Vrai Nom's exercise of remedies against the pledged collateral. However, it was revealed that these remedies were exercised after BlockFi had already filed for bankruptcy, leading to a violation of the automatic stay, which halts all collection activities against a debtor once they file for bankruptcy. The violation was further compounded on November 30, 2022, when Vrai Nom transferred 12,254.6305 ETH tokens from the pledged collateral, an action undertaken without obtaining relief from the automatic stay. This transfer exceeded the loan balance by over $1 million, followed by BlockFi International's estate losing nearly $5.2 million in property value. Moreover, Vrai Nom continued to hold 5,631 ETHW tokens, further complicating the matter. Failed settlement attempts and escalation. BlockFi, recognizing the severity of the situation, issued a demand letter to Vrai Nom in May 2023, attempting to engage them in settlement discussions concerning the stay violation. However, Vrai Nom's lack of substantive response to the demand letter and failure to address the stay violation prompted BlockFi to pursue legal action. The automatic stay in bankruptcy is a crucial protection for debtors, preventing creditors from seizing or exercising control over the debtor's property without court permission. Vrai Nom's actions, executed with full knowledge of BlockFi's bankruptcy filing, constituted a willful violation of this stay. Such violations can lead to severe consequences, including contempt of court, sanctions, and punitive damages, as they undermine the legal process and the debtor's reorganization ability. BlockFi accused Vrai Nom of inflicting over $5.1 million in damages to its estate. These damages were exacerbated by the costs and delays incurred in enforcing compliance with the automatic stay. BlockFi's position is that Vrai Nom's blatant disregard for the bankruptcy proceedings and legal norms justifies compensatory damages and punitive measures, including sanctions, attorneys' fees, and additional relief deemed appropriate by the court. Broader Implications and the Road Ahead While this agreement is a notable step, the overall picture of BlockFi's bankruptcy resolution remains multifaceted. The company's plans to continue asset distribution, notably to BlockFi Interest Account (BIA) and Retail Loan customers starting in early 2024, remain critical to their recovery strategy. Additionally, BlockFi's intent to pursue litigation against entities like FTX and Three Arrow Capital (3AC) for asset recovery underscores the ongoing complexities and the potential for significant shifts in the bankruptcy landscape, depending on the outcomes of these legal battles. About BlockFi Inc. BlockFi is building a bridge between digital assets and traditional financial and wealth management products to advance the overall digital asset ecosystem for individual and institutional investors. BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in its early days had backing from influential Wall Street investors like Mike Novogratz and, later on, Valar Ventures, a Peter Thiel-backed venture fund as well as Winklevoss Capital, among others. BlockFi made waves in 2019 when it began providing interest-bearing accounts with returns paid in Bitcoin and Ether, with its program attracting millions of dollars in deposits right away. BlockFi grew during the pandemic years and had offices in New York, New Jersey, Singapore, Poland and Argentina. BlockFi worked with FTX US after it took an $80 million hit from the bad debt of crypto hedge fund Three Arrows Capital, which imploded after the TerraUSD stablecoin wipeout in May 2022. BlockFi had significant exposure to the companies founded by former FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a $400 million credit line from FTX US in an agreement that also gave FTX the option to acquire BlockFi through a bailout orchestrated by Bankman-Fried over the summer. BlockFi also had collateralized loans to Alameda Research, the trading firm co-founded by Bankman-Fried. BlockFi is the latest crypto firm to seek bankruptcy amid a prolonged slump in digital asset prices. Lenders Celsius Network LLC and Voyager Digital Holdings Inc. also filed for court protection this year. Kirkland & Ellis is also advising Celsius and Voyager in their separate Chapter 11 cases. BlockFi Inc. and eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on Nov. 28, 2022. In the petitions signed by their chief executive officer, Zachary Prince, the Debtors reported $1 billion to $10 billion in both assets and liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis and Haynes and Boone, LLP, as general bankruptcy counsels; Walkers (Bermuda) Limited as special Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Street Advisory Group, LLC, as strategic and communications advisor. Kroll Restructuring Administration, LLC, is the notice and claims agent. BWA BRASIL TECNOLOGIA: Chapter 15 Case Summary ---------------------------------------------- Chapter 15 Debtor: BWA Brasil Tecnologia Digital Ltda Rua Major Quedinho, No. 111 18th Floor, Centro Sao Paulo/SP Brazil, CEP 01050-030 About the Business: BWA Brasil is a Brazilian company, which during the time it was operational, maintained a registered office at Sao Paulo, Brazil. On the Web: http://bwabrasil.com.br/ BWA Brasil's reorganization was converted to a liquidation after the Debtor filed to comply with its obligation to provide certain information to the Judicial Administrator as well as its failure to report any revenue in 2020. Foreign Proceeding: Bankruptcy Proceeding Under the 2nd Bankruptcy Court of Sao Paulo, Brazil 1057018-55.22020.8.26.0100 Chapter 15 Petition Date: November 29, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-19826 Judge: TBA Foreign Representative: Oreste Nestor De Souza Laspro Laspro Consultores Ltda. Laspro is the judicial administrator of BWA. Foreign Representative's Counsel: Templeton Timothy, Esq. SEQUOR LAW P.A. 1111 Brickell Ave., Suite 1250 Tel: (305) 372-8282 Estimated Assets: _________ Estimated Debt:___________ A full-text copy of the Chapter 15 petition is now available for download at PacerMonitor.com. CAIR HEATING: Wins Cash Collateral Access Thru Dec 29 ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, authorized Cair Heating and Cooling, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through December 29, 2023. Daikin Comfort Technologies Distribution, Inc. has asserted an interest in all inventory and equipment acquired by the Debtor from Daikin or its affiliates. Daikin also asserts statutory lien rights and/or construction trust fund claims pursuant to various mechanics and materialman's liens in jurisdictions where equipment manufactured or supplied by Daikin has been delivered or installed. In order to adequately protect the United States' interest in cash collateral during the term of the Interim Order, the Court authorizes and directs that the Debtor pay the IRS $5,000 per month in adequate protection payments beginning in October 2023, increasing to $6,300.00 per month in December, 2023. As adequate protection, the creditors are granted liens upon the revenues from operations of the Debtor and all other property which is of the same type of collateral and priority as existed as of the Petition Date. The Replacement Liens granted will be deemed effective, valid, and perfected as of the Petition Date without the necessity of the filing or lodging by or with any entity of any documents or instruments otherwise required to be filed or lodged under applicable nonbankruptcy law. The Replacement liens is subject and inferior to the Debtor's obligation to pay U.S. Trustee fees pursuant to 28 U.S.C. section 1930 and the payment of professional fees as set forth in the Budget. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=ygIjQ5 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $313,815 for the week ennding December 8, 2023; $324,815 for the week ending December 15, 2023; $319,546 for the week ending December 22, 2023; and $313,815 for the week ending December 29, 2023. About Cair Heating and Cooling Cair Heating and Cooling, LLC has historically been engaged in both commercial and residential HVAC installations, and currently maintains warehouses and offices in Louisville, Kentucky, Cincinnati, Ohio; Columbus, Ohio; and Indianapolis, Indiana. The majority of the Debtor's work consists of installing HVAC systems in multi-family residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr W.D. Ky. Case No. 23-31622) on July 14, 203. In the petition signed by Kevin Clapp, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Charles R. Merrill oversees the case. Dean A. Langdon, Esq., at Delcotto Law Group PLLC, represents the Debtor as legal counsel. CANO HEALTH: Incurs $491.7 Million Net Loss in Third Quarter ------------------------------------------------------------ Cano Health, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $491.70 million on $788.07 million of total revenue for the three months ended Sept. 30, 2023, compared to a net loss of $112.01 million on $665.03 million of total revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $823.03 million on $2.42 billion of total revenue, compared to a net loss of $126.66 million on $2.06 billion of total revenue for the same period during the prior year. As of Sept. 30, 2023, the Company had $1.21 billion in total assets, $1.47 billion in total liabilities, and a total stockholders' deficit of $259.10 million. Cano Health stated, "The Company's ability to continue as a going concern is contingent upon, among other things, successful execution of management's intended plan over the next 12 months to improve the Company's liquidity and profitability, as discussed below. "The Company is pursuing several initiatives designed to improve its profitability, liquidity, cash flow and net cash, such as controlling and reducing operating expenses, limiting capital expenditures, selling assets and operations and exiting certain markets. The Company's efforts to reduce operating expenses include reducing permanent staff, lowering its third party medical costs through negotiations with payors and restructuring contractual arrangements with payor and specialty networks, consolidating underperforming owned medical centers and terminating underperforming affiliate partnerships, delaying renovations and other capital projects and significantly reducing all other non-essential spending, as well as improving patient engagement. "In the third quarter of 2023, the Company implemented a plan designed to further restructure its operations to streamline and simplify the organization to improve efficiency and reduce costs. These actions include workforce reductions, which are expected to reduce our selling, general and administrative expenses in future periods compared to current levels." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1800682/000180068223000035/cano-20230930.htm About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. * * * 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." CAREVIEW COMMUNICATIONS: Incurs $870K Net Loss in Third Quarter --------------------------------------------------------------- Careview Communications, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $869,901 on $2.43 million of total revenue for the three months ended Sept. 30, 2023, compared to a net loss of $1.48 million on $1.97 million of total revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $2.26 million on $7.92 million of total revenue, compared to a net loss of $6.33 million on $5.98 million of total revenue for the same period last year. As of Sept. 30, 2023, the Company had $4.78 million in total assets, $39.36 million in total liabilities, and a total stockholders' deficit of $34.58 million. CareView said, "The Company's net losses, cash outflows, and working capital deficit raise substantial doubt about the Company's ability to continue as a going concern through November 12, 2024." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1377149/000199937123000144/crvw-10q_093023.htm About CareView Communications Headquartered in Lewisville, Texas, CareView Communications, Inc. -- http://www.care-view.com-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Careview Communications reported a net loss of $6.04 million for the year ended Dec. 31, 2022, compared to a net loss of $10.08 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $3.95 million in total assets, $80.61 million in total liabilities, and a total stockholders' deficit of $76.66 million. Somerset, New Jersey-based Rosenberg Rich Baker Berman P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 19, 2023, citing that the Company has suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. CATHOLIC HEALTH: Moody's Hikes Rating to Caa1, Outlook Stable ------------------------------------------------------------- Moody's Investors Service has upgraded Catholic Health System's (Buffalo, NY) rating to Caa1 from Caa2. The outlook is revised to stable from negative at the higher rating level. The system had $372 million of outstanding debt at fiscal year end 2022. The upgrade to Caa1 reflects a reduction in the risk of payment default because of recurring operating improvement and the likelihood of covenant compliance at fiscal year end 2023 as well as approved state and federal grants that will stem further liquidity declines. RATINGS RATIONALE The Caa1 favorably reflects a continuation of monthly reductions in Catholic Health System's (CHS) operating loss because of good volume recovery, additional rate increases, and ongoing cost controls. Also, the opening of a new hospital in Niagara County will grow the system's already strong and essential market position in western New York. However, it will likely take several years to reach sustainable cashflow levels to cover debt service and routine capital. While labor costs are down, CHS's location in a heavily unionized region and national shortages will require more contract nurses and physicians than before the pandemic. Also, while outpatient surgeries have rebounded, inpatient volumes still lag pre-pandemic levels. Liquidity will remain weak and reliant on one-time grants for near-term stability. RATING OUTLOOK The stable outlook reflects continued monthly declines in the operating loss excluding non-recurring grants, compliance with the fiscal yearend 2023 covenant, and maintenance of 30-40 days cash on hand. Liquidity could be higher if the system receives FEMA grants that are pending but not yet obligated. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Continued improvement in recurring cashflow -- Meaningful and sustained growth in liquidity -- Increased headroom to covenant -- Reduction in operating and balance sheet leverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Breach of fiscal yearend 2023 covenant -- Days cash on hand below 30 days -- Inability to reduce operating losses by FYE 2024 -- Filing for bankruptcy protection and/or liquidation LEGAL SECURITY Legal security for the bonds is a gross receipts pledge as well as mortgage liens and security interests in certain properties, including some of the acute care campuses of the obligated group. The MTI obligations are secured by the mortgages only for so long as the Series 2012, Series 2015 and Series 2022 bonds remain outstanding. The obligated group, which is about 90% of system revenue, consists of Catholic Health System, Inc. (parent), Mercy Hospital of Buffalo, Sisters of Charity Hospital of Buffalo, Kenmore Mercy Hospital, Mount St. Mary's Hospital of Niagara Falls, McAuley Seton Home Care Corporation, and Niagara Homemaker Services, Inc. d/b/a Mercy Home Care. The largest entity not included in the obligated group is Trinity Medical WNY, P.C., which is the corporation that employs physicians. The MTI allows a substitution of notes if certain ratings tests are met; such substitution could result if a substantial change to security. PROFILE Catholic Health System serves the residents of Buffalo, New York and surrounding areas in Erie and Niagara Counties. The system includes four acute-care hospitals across seven campuses, primary care and diagnostic centers, long-term care facilities, home care agencies and other healthcare services. CELSIUS NETWORK: Creditors Oppose $281K in Bidder's Chapter 11 Fees ------------------------------------------------------------------- The Official Committee of Unsecured Creditors in Celsius Network's case filed an objection to an application by a losing bidder for the payment of expenses for making a substantial contribution in the Chapter 11 cases. Celisus opposed the payment of $281,000 of the $506,723 fees requested by BNK to the Future, saying the code doesn't cover such expenses from a Debtor's estate. According to the Committee, Simon Dixon's participation in these cases largely occurred outside of the courtroom. He is the Chief Executive Officer of BNK to the Future, who was initially a bidder for the Debtors' assets. He has provided regular online video updates on the cases, providing creditors with his interpretation of the cases and advocating for his desired restructuring alternatives. Mr. Dixon also interviewed for a position on the New Board. After the announcement of the proposed New Board and during the Plan solicitation process, Mr. Dixon felt strongly that the New Board was incorrectly constituted and advocated for more creditors to be appointed to board positions. He agreed to support the Plan just before the voting deadline as part of a compromise that included naming Mr. Dixon and two other creditors as observers to the New Board. The Committee supports Mr. Dixon's efforts to bring consensus to these cases in that regard, and although the Committee still litigated the board selection process in connection with confirmation of the Plan, supports the payment of the fees incurred by Mr. Dixon in engaging counsel to negotiate the Plan Support Agreement and the Board Observer Agreements. BNK to the Future seeks reimbursement for a portion of the legal and investment banking fees incurred in connection with submitting a bid for the Debtors' assets and Mr. Dixon's promotion of various BNK to the Future initiatives. The Committee does not support the reimbursement of fees spent pursuing a self-interested, unsuccessful bid and marketing campaign. Indeed, Bankruptcy Courts have held that expenses incurred by an unsuccessful bidder of a debtor's assets are not compensable as substantial contributions under Section 503(b)(4). In re S & Y Enters., 480 B.R. 452, 465 (Bankr. E.D.N.Y. 2012) (holding that an unsuccessful bidder for the debtor's assets is not entitled to administrative expense priority); see also, In re S.N.A. Nut Co., 186 B.R. 98, 106 (Bankr. N.D. Ill. 1995). Stalking horse bidders are provided with breakup fees for just that purpose. BNK to the Future was not the stalking horse bidder nor were its fees previously approved by the Court as part of the auction process. Mr. Dixon has also leveraged, and has continued to leverage, his social media presence among Celsius creditors to attract those creditors to his personal website and BNK to the Future, including uploading their claim information to BNKtotheFuture.com. The Committee asserts that the portion of BNK to the Future's application, which the Committee understands to be the $222,689 owed to Brown Rudnick LLP, $59,034 owed to DBK Financial Services, Ltd., and fees to Erving Cohen & Jessup not relating to the Plan Support Agreement and Board Observer Agreement should be denied. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CELSIUS NETWORK: Grants Custody Holders Access to Withdrawals ------------------------------------------------------------- Celsius Network on Nov. 29, 2023, began allowing a limited number of customers to withdraw their digital assets from the Celsius platform. According to a Nov. 28, 2023 filing in the U.S. Bankruptcy Court for the Southern District of New York, participants in its custody program falling under "Class 6A General Custody Claims" and "Class 6B Withdrawable Custody Claims" are now eligible for fund withdrawals. Eligible participants can withdraw 72.5% of their cryptocurrency holdings minus transaction fees. Holders will be able to withdraw custody assets eligible for distribution from the Celsius platform for 90 days from the date distributions are enabled (i.e., until on or around Feb. 28, 2024). Celsius said that because they expect to receive a high number of withdrawal requests and are committed to ensuring accurate and safe withdrawals off of their platform, any such withdrawals may not be processed immediately upon request. Prior to any withdrawals being processed, eligible holders will be asked to update their Celsius account with certain required information to process withdrawals, including specific customer data related to Anti-Money Laundering (AML) and Know Your Customer (KYC) information, and information regarding the destination address of the withdrawal. Customers who voted against Celsius' reorganization plan will not be eligible to participate in the distributions. Instead, a litigation administrator will handle their assets and recovery independently for a duration of 180 days. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CELSIUS NETWORK: Seeks Court OK for Switch to Mining-Only Biz ------------------------------------------------------------- Celsius Network LLC, et al., and its official committee of unsecured creditors filed a motion seeking approval to (i) transition to a stand-alone bitcoin mining company that will be owned by Celsius customers and managed by US Bitcoin Corp, and (ii) implement wind down procedures for other business activities. A hearing on the Motion will be held on Dec. 21, 2023, at 10:00 a.m., prevailing Eastern Time before the Honorable Martin Glenn, Chief United States Bankruptcy Judge. During closing arguments regarding confirmation of the Plan, the Debtors explained that their discussions with the SEC remained ongoing regarding the "pre-clearance" of NewCo's financial statements to be filed with the SEC as part of the registration process, completion of which was a condition to the effectiveness of the NewCo Transaction. The Court requested that the SEC facilitate a speedy resolution "so if there are any bumps in the road, we can try to work those out along the way." On Nov. 9, 2023, the Court entered the order confirming Celsius' Chapter 11 Plan. Just hours later, the SEC informed the Debtors that it would not approve the pre-clearance letter for the NewCo Transaction, but that the SEC would not require pre-clearance for the Debtors to pursue registration of a mining-only company. This guidance paves the way for the Debtors' bitcoin mining operations to emerge as a new, publicly traded company owned by the Debtors' Account Holders (subject to successful completion of an SEC review process of a completed Form 10). Fortunately, the confirmed Plan already contemplated this scenario. The Plan provided two ways to exit chapter 11—the Debtors could implement the NewCo Transaction or toggle to an alternate transaction that would create a stand-alone bitcoin mining company. Confirmation of the Plan approved both exit paths, giving the Debtors the flexibility to effectuate the "toggle" to the MiningCo Transaction and promptly exit from bankruptcy without resoliciting another chapter 11 plan. Compared to the NewCo Transaction, the MiningCo Transaction requires less capitalization -- and features significantly lower management fees -- which will allow for more cryptocurrency to be distributed to creditors. Further, the Debtors have negotiated favorable changes to the mining management agreement with US Bitcoin as compared to the backup transactions described in the Plan and Disclosure Statement -- which were already overwhelmingly approved. To achieve this result, following receipt of the SEC's guidance, the Debtors reopened negotiations with prior bidders to market test terms for a MiningCo Transaction. Following these negotiations, the Debtors terminated the Fahrenheit Plan Sponsor Agreement, and the Debtors and the Committee selected US Bitcoin as the sponsor for the MiningCo Transaction. In this capacity, US Bitcoin will serve as the mining manager, operate MiningCo's business and report to the board of directors of the MiningCo, and make a significant equity investment at the same value as creditors, as previously contemplated. US Bitcoin was the proposed mining manager under the NewCo Transaction. US Bitcoin is one of the largest and most successful Bitcoin mining operators in the country, specializing in the design, construction, and management of data centers for third parties with access to low-cost and sustainable sources of energy, and has particular familiarity with the Texas energy market, including ERCOT's unique ancillary services, which the Debtors intend to leverage for their mining business. According to the Debtors, Fahrenheit won the auction last spring in large part due to US Bitcoin's proven track record as an operator and expertise managing bitcoin mining operations owned by third parties and maximizing the value of bitcoin miners. Since the auction, US Bitcoin has already rolled up its sleeves and helped optimize the Debtors' operations. For example, US Bitcoin is actively working to build out the Debtors' Cedarvale location, and the US Bitcoin team and proposed management team for MiningCo have done substantial work preparing the new MiningCo to be listed as a publicly traded company. Based on this experience, the Debtors and the Committee are confident that US Bitcoin will optimize MiningCo's business and drive equity value for its shareholders -- the Debtors' current creditors. Fahrenheit vs. US Bitcoin Before selecting US Bitcoin to lead the MiningCo Transaction, the Debtors and the Committee engaged with both the Backup Plan Sponsor and another party who had previously submitted a backup bid regarding the terms on which these parties would sponsor a MiningCo Transaction. Following discussions with all three potential mining managers, the Debtors and the Committee determined that the MiningCo Transaction proposed by US Bitcoin was the best available under the circumstances. The Debtors and the Committee further believe a MiningCo Transaction with US Bitcoin is the quickest and most certain path to promptly exiting bankruptcy and making distributions to creditors -- all of the definitive documentation necessary for the US Bitcoin MiningCo Transaction has been negotiated for several months and can be readily amended for the necessary changes to the deal, but these documents would need to be negotiated with any other bidder. Proceeding with US Bitcoin also avoids a disruptive and costly transition of the construction of the Cedarvale facility. Importantly, there are no further SEC actions or approvals needed for the Plan to become effective, to implement the MiningCo Transaction, and to begin distributions of Liquid Cryptocurrency. Specifically, the SEC has indicated that no pre-clearance process is needed before the Form 10 registration statement for the MiningCo business can be filed. To be clear, the Form 10 will be subject to completion of a review process with the SEC and must otherwise become effective prior to the MiningCo Common Stock becoming tradeable, but effectiveness of the Form 10 is not a condition precedent to the Debtors' emergence from bankruptcy and the commencement of distributions to creditors. The Debtors expect to file the Form 10 for the MiningCo Transaction imminently. In a heavily contested confirmation hearing, it was undisputed that the Debtors' mining assets were the core of NewCo and that the Debtors' mining assets should be reorganized as a going concern to avoid a value-destructive piecemeal liquidation of the mining rigs. The MiningCo Transaction led by US Bitcoin provides the opportunity to preserve the equity value of the Debtors' substantial mining operations while distributing as much Liquid Cryptocurrency as possible, as soon as possible. Specifically, the proposed MiningCo Transaction contemplates the capitalization of MiningCo with $225 million, as compared to the $450 million of Liquid Cryptocurrency that would have been used to capitalize NewCo. Therefore, an additional $225 million of Liquid Cryptocurrency will now be available for distribution to creditors. A summary of the key terms of the MiningCo Transaction compared to the NewCo Transaction is set forth: NewCo Transaction Contributed Assets: Mining Assets, DeFi Cryptocurrency Assets, Institutional Loan Portfolio, and PE & VC Investments Capitalization Amount: $450 million of Liquid Cryptocurrency Initial Business Lines: Bitcoin Mining, Ethereum Staking, Monetizing Illiquid Assets Equity Investment (i.e., Plan Sponsor Contribution): $33,188,119 initially; total of $50 million if management agreement is extended to five years Management Fee and Mining Management Fee: Total of $35 million per year -- Management Fee to Fahrenheit: $20 million per year (one third of which would be paid to US Bitcoin); and Mining Management Fee to US Bitcoin: $15 million per year Equity Fee: 5% of NewCo Common Stock on a fully diluted basis Estimated Liquid Cryptocurrency Distributions: Approximately $2.03 billion (using cryptocurrency prices as of May 31, 2023) Composition of Board of Directors: Nine members -- three of whom will be appointed by the Plan Sponsor; four of whom will be appointed by the Committee, in its sole discretion; and two of whom will be appointed by the Committee and consented to by the Plan Sponsor. Identities of the New Board were set forth in the Plan Supplement and approved by the Court. Three Board Observers MiningCo Transaction Contributed Assets: Mining Assets (remainder of assets to be monetized by Plan Administrator and Litigation Administrator) Capitalization Amount: $225 million in fiat Initial Business Lines: Bitcoin Mining Equity Investment (i.e., Plan Sponsor Contribution): $12,752,400 initially; total of $15,940,500 if management agreement is extended to five years Management Fee and Mining Management Fee: Total of $20,376,200 per year to US Bitcoin, inclusive of both management and mining management services Equity Fee: 1.28% of MiningCo Common Stock in both restricted stock units and warrants on a fully diluted basis (equivalent to US Bitcoin's share of the equity fee owed under the NewCo Transaction) Estimated Liquid Cryptocurrency Distributions: Approximately $2.6 billion (consisting of changes in cryptocurrency prices from May 31, 2023 through Nov. 17, 2023, plus additional Liquid Cryptocurrency available for distribution pursuant to the MiningCo Transaction) Composition of Board of Directors: Eight members -- the six members previously appointed by the Committee and approved by the Court; and two members to be appointed by US Bitcoin, who are expected to be Asher Genoot and Jordan Levy. Three Board Observers (same as previously approved by the Court). The Plan previously contemplated that the Unsecured Claim Distribution Mix Election -- which allowed Account Holders who voted for the Plan to elect to receive more Liquid Cryptocurrency or more NewCo Common Stock for a 30% discount or premium, as the case may be -- would not be effective in the event of a MiningCo Transaction. This remains the case: all prior Unsecured Claim Distribution Mix Elections are void. However, after receiving feedback from certain creditors, the Debtors and Committee are discussing whether to resolicit distribution mix elections for the MiningCo Transaction and expect to make a determination prior to the hearing on this Motion. Any election would be optional, and this change would have no effect on any party that has not affirmatively opted to receive more equity or more liquid cryptocurrency. The proposed MiningCo Transaction is the quickest path out of chapter 11 and is expected to provide creditors with a greater overall recovery than they would have received under the originally contemplated Orderly Wind Down. While there is still work to do before the Plan can become effective and distributions can begin, the Debtors and the Committee currently believe that the Effective Date can occur by the end of January if the Motion is approved. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CONCRETE SOLUTIONS: Ongoing Operations to Fund Plan Payments ------------------------------------------------------------ Concrete Solutions & Supply ("CSS") filed with the U.S. Bankruptcy Court for the Central District of California a First Amended Disclosure Statement describing Chapter 11 Plan dated November 21, 2023. CSS supplies concrete restoration products and rents concrete restoration machinery and equipment largely to sub-contractors and to property owners from two store locations in Newbury Park and Fullerton, California. The Debtor's principal and shareholder is Alton "Aray" Anderson. Alton Anderson managed the company prior to the bankruptcy filing and will continue to do so after the bankruptcy. During the case, the Debtor's financial performance has been good. The Debtor has had positive net income during the case. Monies in accounts and receivables have increased. Sales have stayed consistent with some increase. This is a reorganizing plan. CSS will make payments to creditors over time. The Effective Date of the proposed Plan is 30 days following entry of an order confirming the proposed Plan. Class 2 consists of General Unsecured Claims (including the under secured portion of U.S. Bank's claim). This Class shall receive monthly payment starting at month 12 with a payment amount of $1,767 for the class. Years 2 to 5 with monthly payments of $1,767. Total payments shall be $86,583. * Total scheduled claims in the amount of $562,853 shall receive 15%. * Total claims filed in the amount of $174,042 shall receive 50%. * Reconciled scheduled and claims filed in the amount of $578,366 shall receive 15%. For any unsecured creditor whose claim includes a claim for attorneys' fees and costs: The Bankruptcy Court must approve any claim for attorneys' or costs and/or any other charges other than principal and interest, incurred through the Effective Date and it must approve the reasonableness of such fees and/or any other charges with the motion seeking approval filed no later than 60 days following entry of an order confirming this Plan. Failure to seek such review shall constitute a waiver of all such fees and or other charges. Class 2 is impaired. Class 3 consists of Interest Holder's Insider Claim of $69,352.33. Alton Anderson shall receive $1 on account of his claim at month 60 of the Plan. Alton Anderson shall acquire the equity of the Reorganized Debtor. Mr. Anderson will contribute $30,000 provided that the plan is confirmed with the funds to be used to purchase new M&E and to pay professional fees. The Plan will be funded by the Debtor's business operation. The Debtor anticipates having monies of $31,000 on hand at the Plan's Effective Date from ongoing operations plus the $30,000 in new value monies. A full-text copy of the First Amended Disclosure Statement dated November 21, 2023 is available at https://urlcurt.com/u?l=9BV3HA from PacerMonitor.com at no charge. Attorneys for Debtor: The Fox Law Corporation, Inc. Steven R. Fox. Esq. Encino, CA 91316 Phone: (818) 774-3545 Fax: (818) 774-3707 Email: srfox@foxlaw.com About Concrete Solutions & Supply Concrete Solutions & Supply supplies concrete restoration products and rents concrete restoration machinery and equipment largely to sub-contractors and to property owners from two store locations in Newbury Park and Fullerton, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-bk-10314-RC) on April 25, 2023. In the petition signed by Alton Anderson, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation Inc., is the Debtor's legal counsel. DA VINCI DENTAL: Court OKs Cash Collateral Access Thru Jan 2024 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Da Vinci Dental, Ltd. to use the cash collateral of Five Star Bank and the US Small Business Administration, Business Backer LLC and Forward Financing on an interim basis in accordance with the budget, through January 19, 2024. The Debtor requires the use of cash collateral to pay actual, ordinary and necessary operating expenses for the purposes and up to the amounts set forth in the budget. As of the Petition Date, the Debtor and the Lenders were parties to certain loan agreements. Pursuant to the Loan Documents, the Debtor granted Five Star Bank and the U.S. Small Business Administration, a perfected first priority security interest in the Debtor's collateral. Business Backer LLC and Forward Financing may have a security interest in the Debtor's receivables. As adequate protection, the Lenders are granted valid, binding, enforceable and perfected replacement liens and security interests to the same extent the Lenders had prior to the petition date. The Debtor will maintain insurance coverage on the Collateral. The Failure to maintain insurance coverage, pay taxes or otherwise meet all requirements under the Order and failure to cure same within 10 business days after notice may constitute an event of default. A status hearing on the matter is set for January 16 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=9Xnr1z from PacerMonitor.com. The Debtor projects $63,000 in total sales and $59,404 in total expenses for one month. About Da Vinci Dental, Ltd. Da Vinci Dental, Ltd. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12085) on September 12, 2023. In the petition signed by James Ojjeh, president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Donald R Cassling oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents the Debtor as legal counsel. DAWSON COUNTY HOSPITAL: S&P Withdraws 'CCC+' Rating in 2015 Bonds ----------------------------------------------------------------- S&P Global Ratings withdrew its 'CCC+' long-term rating on Dawson County Hospital District, Texas' series 2015 general obligation bonds due to insufficient information. S&P said, "Specifically, the withdrawal reflects the district's failure to provide timely audited financial statements, which we require to maintain surveillance of the rating in accordance with our applicable criteria and information quality policies. The most recent signed audit is for the district's fiscal 2021 ended March 31. Up until recently, we had been in steady communication with district management and the expected time for audit completion has been consistently delayed. We do not believe we have sufficient information to update this rating prior to withdrawal." The rated bonds are secured by and payable from revenue from an ad valorem tax on all taxable property in the district, within the bounds of state statute, of 75 cents per $100 of assessed value (AV). Of the original $9.0 million series 2015 par amount, $6.165 million remains outstanding and final maturity is on Feb. 15, 2031. DIOCESE OF BUFFALO: NY Parishes Protected While in Mediation ------------------------------------------------------------ Vince Sullivan of Law360 reports that a New York bankruptcy judge vowed Tuesday, Nov. 28, 2023, to preserve legal protections for the nondebtor parishes of the bankrupt Diocese of Buffalo, New York, saying sexual abuse claimants would be barred from pursuing legal action against them while mediation continues this week. About The Diocese of Buffalo N.Y. The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics in eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools, and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Honorable Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel; Connors LLP and Lippes Mathias Wexler Friedman LLP are its special litigation counsel; and Phoenix Management Services, LLC is its financial advisor. Stretto is the claims agent, maintaining the page: https://case.stretto.com/dioceseofbuffalo/docket The U.S. Trustee for Region 2 appointed a committee of unsecured creditors on March 12, 2020. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese & Weishaar, PC, as bankruptcy counsel, and Burns Bair LLP as special insurance counsel. DS PARENT: Moody's Assigns B2 Rating to Proposed Secured Loans -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to DS Parent, Inc.'s (Davis-Standard) newly proposed senior secured facilities consisting of a $450 million 7-year Term Loan B and a $100 million 5-year revolving credit facility. Moody's also affirmed Davis-Standard's B2 Corporate Family Rating, B2-PD Probability of Default Rating and B2 rating on existing senior secured facilities. The outlook remains stable. Term loan proceeds and cash on hand will be used to refinance the existing Term Loan B due in 2028, fund the acquisition of Extrusion Technology Group (ETG) and pay for transaction expenses. The B2 rating on the existing senior secured facilities will be withdrawn upon full redemption. Pro forma for the acquisition of ETG, EBITA/Interest expense will decline to 1.6 times from 1.8 times as of June 30, 2023. Moody's projects that pro forma revenue will increase approximately 45% and refinancing the Term Loan B will extend the maturity profile by two years. Liquidity will also improve given that Moody's expects the upsized revolver to be undrawn at transaction close. RATINGS RATIONALE The B2 CFR reflects the company's modest scale and interest coverage with pro forma Moody's adjusted EBITA/Interest expense of 1.6 times. Free cash flow generation over the next 12 to 18 months will be break-even to slightly positive given the company's modest EBITDA margin and increased interest expense. Davis-Standard is vulnerable to pricing pressure from its large customers and is susceptible to supply chain disruptions, given its reliance on third parties for some of its manufacturing operations. Moody's expects organic revenue growth will be modest moving forward following a solid rebound from pandemic-induced lows in 2020. Leverage will be high with pro forma adjusted debt/EBITDA of 5.0 times. The ratings are supported by Davis-Standard's good competitive standing within the fragmented global polymer processing systems industry. ETG will enhance Davis-Standard's geographic coverage, product offerings and intellectual property portfolio. The company has a significant installed base that provides good aftermarket opportunities. Moody's expects the company's diversified end markets, many of which have distinct demand drivers, to support stable operations. Solid committed backlog provides good near-term revenue visibility. Liquidity will be adequate over the next 12 to 18 months due to modest cash flow generation. Davis-Standard's debt is floating rate and the company does not have any interest rate caps or hedges. Capital expenditures, typically 2% of sales, will be elevated in the near-term to support the integration of ETG. Following the refinancing, Moody's expects term loan amortization will decline to 1% from 5% of the term loan face amount. The stable outlook reflects at least break-even free cash flow generation over the next 12 to 18 months. The stable outlook also reflects Moody's expectation of incremental improvement in interest coverage and leverage while adequate liquidity is maintained. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with a strengthened EBITDA margin, EBITA/Interest expense sustained above 2.0 times, debt/EBITDA below 4.0 times and Free Cash Flow/Debt approaching 10%. The ratings could be downgraded with any deterioration in liquidity or interest coverage, debt/EBITDA above 6.0 times or a decline in sales or earnings. DS Parent, Inc. ("Davis-Standard"), headquartered in Pawcatuck, Connecticut, is a provider of polymer processing systems, used by customers in the power, water & distribution, construction, food & beverage, and consumer packaged goods industries. The company also provides a variety of aftermarket services for its installed base of systems, including spare parts, retrofits, rebuilds, and parts servicing. The principal methodology used in these ratings was Manufacturing published in September 2021. FLEXERA SOFTWARE: Moody's Affirms 'B2' CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Investors Service affirmed Flexera Software LLC's B2 Corporate Family and B2-PD Probability of Default Rating. Concurrently, Moody's affirmed the B1 ratings of Flexera's existing backed senior secured first lien term loan B1 and backed senior secured first lien revolving credit facility. Flexera's existing term loan will be upsized by $425 million. The outlook is maintained at stable. Proceeds of the incremental term loan upsize, in combination with equity from sponsor Thoma Bravo, will be used to fund the acquisition of Snow Software US ("Snow"). The affirmation of the B2 CFR reflects Moody's expectation that through successful integration and cost action realization following the Snow transaction, Flexera will be able to delever to around 6.5x (Moody's-adjusted) in the next 12-18 months. It also reflects the significant new sponsor cash equity supporting the transaction and substantial liquidity of around $200 million in cash and an undrawn $65 million revolver. Flexera's ratings and outlook could be pressured if expected leverage reduction is slowed or halted by a lack of timely cost action realization, slower than expected growth, or other levering transactions. Given the company's recent negative cash flow and additional debt being added to the capital structure, the company is considered weakly positioned in the B2 category. RATINGS RATIONALE The B2 CFR reflects Flexera's small revenue scale due to the relatively narrow portfolio of core software products. Flexera's product portfolio faces intense competition and slow growth in some of the mature products serving the software producer end market. The credit profile is also constrained by Flexera's aggressive financial policy, which includes the liberal use of debt funding for acquisitions and very high Moody's-adjusted financial leverage of over 7.5x as of the LTM period ended September 30, 2023 on a standalone basis. When accounting for the incremental $425 million of debt and Snow EBITDA, this figure is near 9.5x, although over 7x if adding back the company's planned cost actions for the transaction. This high leverage limits Flexera's financial flexibility, magnifying the impact of any performance deterioration or integration execution difficulties. It also puts the onus on successful integration and realization of cost actions to return to appropriate leverage levels in a timely manner. Flexera benefits from its large installed base of customers, high levels of recurring revenues with high renewal rates, and modest capital expenditure requirements. The company's strong margin profile, with EBITDA margins (Moody's adjusted) around 50%, and stable business profile allow Flexera to generate consistent free cash flow ("FCF"). The positive secular trends in the software asset management sector and Flexera's strong liquidity position with around $200 million on the balance sheet and an undrawn $65 million revolver also support the CFR. The stable outlook reflects Moody's expectation that Flexera will grow organically in the mid-single digit percent range. It is also predicated on the successful integration of Snow and realization of cost actions such that leverage declines to around 6.5x (Moody's-adjusted) in the next 12-18 months. Moody's also expects that while Flexera's FCF will be negative in 2023 given a higher interest rate environment and higher tax expenses, its growth and cost actions should support a return to more normalized FCF by 2025. Moody's expects that Flexera will maintain a good liquidity profile over the next 12 to 18 months. The company's sources of liquidity consist of a cash balance of around $200 million and the existing $65 million undrawn revolver. Although pressured through 2023 and 2024 as the company faces a higher interest rate environment and costs of achieving synergies and cost actions, Moody's expects FCF generation to be at least $50 million in 2025. Flexera's revolver has a springing first lien net leverage covenant set at 8.75x and triggered at 35% revolver utilization. Moody's anticipates Flexera will maintain good cushion under this covenant over at least the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Flexera increases revenue scale, sustains leverage of about 4.5x debt to EBITDA (Moody's-adjusted), and demonstrates a more conservative financial policy. The ratings could be downgraded if Flexera fails to achieve expected organic revenue growth, runs into difficulties in the timely integration and realization of cost actions related to the Snow acquisition, or engages in further levering transactions such that leverage is not on track to decline below 6.5x debt to EBITDA (Moody's-adjusted), or FCF to debt (Moody's adjusted) is sustained in the low single digit percentage range. A deterioration in liquidity could also pressure ratings. The principal methodology used in these ratings was Software published in June 2022. Flexera is a provider of software asset management products to enterprises and software suppliers. For software buyer customers, products include software license optimization, IT asset data platform, software vulnerability management and application readiness. For supplier customers, products include software monetization, software installation and software composition analysis. Flexera is majority owned by funds affiliated with Thoma Bravo, with Ontario Teachers' Pension plan and TA Associates holding minority equity positions. FTX GROUP: Settles $744 Million Crypto Sale Dispute With BlockFi ---------------------------------------------------------------- Ben Zigterman of Law360 reports that bankrupt cryptocurrency exchange FTX said it has settled lender BlockFi's objection to its proposed sale of $744 million in cryptocurrency held in Grayscale Investments trust funds, agreeing to explicitly reference liens the lender is asserting on the funds. BlockFi and its customers are among the victims of the historic fraud perpetrated by the FTX Debtors. BlockFi Lending and BlockFi International provided prepetition loans to FTX's Alameda pursuant to those certain Master Digital Currency Loan Agreements executed on July 15, 2019. As against Alameda, the BlockFi Lenders seek the return of the digital assets lent to Alameda and worth not less than the amount of $695.5 million as of the FTX Debtors' petition date. The FTX Debtors in their sale motion sought authority to sell the Trust Assets free and clear of liens, claims, and encumbrances, which would include BlockFi's lien on the Trust Assets pledged by Alameda. BlockFi filed a limited objection to preserve and protect the BlockFi Lien on the Trust Assets pledged to BlockFi by Alameda. BlockFi sought to make sure the liens it's asserting on $744 million in crypto held in Grayscale Investments trust funds are protected as crypto exchange FTX seeks to convert the assets to cash. The order approving the procedures for the sale or transfer of the Trust Assets provides "Pursuant to Section 363(f) of the Bankruptcy Code, any sale or transfer of Trust Assets, including Trust Pledged Assets, in accordance with this Order shall be free and clear of any Lien, with any such Lien, including the BlockFi Lien on the Trust Shares pursuant to the Alameda Pledge Agreement (each as defined in BlockFi's Limited Objection at Docket No. 4025) to attach to the proceeds of such sale or transfer with the same validity, priority, force and effect as such Lien had immediately prior to the sale or transfer, if any, subject to the rights, claims, defenses and obligations, if any, of the Debtors and all interested parties with respect to any such asserted Lien." About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 billion in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GENESIS GLOBAL: Strikes Deal With DCG to End $620-Million Suit -------------------------------------------------------------- Bankrupt Genesis Global has struck a repayment deal with its parent, cryptocurrency firm Digital Currency Group, as part of an agreement to end a lawsuit that sought roughly $620 million from DCG. According to Bloomberg, Genesis lawyer Sean O'Neal said during a Tuesday hearing that the deal will provide the bankrupt crypto lender with roughly $200 million in value over the next few weeks and requires DCG to complete outstanding payments in April 2024. If DCG defaults, Genesis can try to collect any unpaid amount, according to court papers. Genesis Global Holdco, LLC, et al., filed with the Bankruptcy Court a motion for entry of a consent judgment that awards GGC a judgment against DCG. In addition, although the Debtors believe that GGC has the inherent authority to take actions in furtherance of the Partial Repayment Agreement without Court approval, out of an abundance of caution and at the request of the Creditors' Committee and the Ad Hoc Group, the Debtors seek authority of the Court, to the extent required, to take actions in furtherance of the Partial Repayment Agreement. A hearing on the Motion is scheduled for Dec. 13, 2023. Objections are due Dec. 6, 2023. As of the Petition Date, the Debtors' corporate parent, DCG, owed GGC approximately $500 million in outstanding principal amounts on account of unsecured loans issued to DCG by GGC pursuant to that certain DCG MLA, which loans became due and payable in May 2023. Further, as of the Petition Date, DCG affiliate, DCGI, owed GGC 4,550.45173345 BTC and 14,048 BCH in outstanding principal amounts on accounts of unsecured loans issued to DCGI by GGC pursuant to that certain DCGI MLA, which loans also became due and payable in May 2023 (collectively, including the DCG and DCGI loans, the "DCG/DCGI Loans"). After the DCG/DCGI Loans were not paid at maturity, GGC sent a notice of default and reserved all of its rights and remedies for nonpayment. DCG and DCGI sent a notice to GGC likewise reserving all of their rights and remedies including, among other things, their rights to dispute interest owed under the DCG/DCGI Loans and the outstanding principal amount due under the DCG MLA in light of a setoff DCG effectuated in December 2022. At the time of the default, the Debtors, the Official Committee of Unsecured Creditors, the Ad Hoc Group of Genesis Lenders, and the DCG Parties were engaged in a mediation overseen by former Bankruptcy Judge Randall Newsome. In connection with the mediation, the Debtors, the Creditors' Committee, and DCG negotiated an Agreement in Principle, subject to definitive documentation and continued negotiation over the terms and conditions of an amended chapter 11 plan, as described in a presentation filed with the Court on August 29, 2023. The Agreement in Principle included, among other things, the principal terms of an agreement by which GGC would forbear from exercising its right to take action with respect to the defaulted DCG/DCGI Loans. On Sept. 6, 2023, GGC filed the Turnover Actions, seeking to recover all amounts then-owed under the DCG/DCGI Loans. Shortly thereafter, GGC entered into the Original Partial Repayment Agreement, pursuant to which the DCG Parties stipulated to the outstanding amounts under the DCG/DCGI Loans, agreed to a repayment schedule, paid a forbearance fee of approximately $2.3 million (to be credited against amounts owed to GGC under the Loans), and agreed to certain covenants, including restrictions on the payment of dividends, incurrence of liens, and asset sales. In connection with the Original Partial Repayment Agreement, the DCG Parties have made payments to date totaling approximately $227 million. As the Debtors approached the date on which they asserted they had a right to terminate the Original Partial Repayment Agreement due to the abandonment of the Agreement in Principle, the Debtors began discussing with the DCG Parties the terms and conditions of a potential amendment to the Original Partial Repayment Agreement, with a goal of improving the terms and obtaining repayment in full of all amounts sought in the Turnover Actions. Although the Debtors believed they had a right to terminate the Original Partial Repayment Agreement, they determined that amending the agreement would be more beneficial to the estates than terminating it, primarily because the continuation of the agreement would allow the Debtors to retain the benefit of various covenants embedded in the Original Partial Repayment Agreement. Over the course of several weeks, the Debtors, led by Tom Conheeney (a member of the Special Committee) and the Debtors' legal counsel, Cleary Gottlieb, negotiated the Amendment. Under the terms of the Amendment, the DCG Parties agreed to a number of changes favorable to the Debtors' estates, including (i) a modified repayment schedule with an upfront payment and continuing monthly payments to GGC; (ii) a waiver of the $10 million hold back with respect to the CoinDesk sale proceeds that had been included in the Original Partial Repayment Agreement; (iii) the removal of the Forbearance Fee Crediting Provision; (iv) the pledging of certain specified Grayscale Ethereum Trust and Grayscale Ethereum Classic Trust shares as credit support; (v) a requirement that all amounts sought in the Turnover Actions be paid by April 1, 2024; (vi) immediate entry into the Consent Judgments for the full amounts sought in the Turnover Actions; and (vii) continuation of all of the covenants in the Original Partial Repayment Agreement. In exchange, GGC agreed to forbear from seeking execution on the Consent Judgments unless the DCG Parties default under the Partial Repayment Agreement as more fully set forth in the Partial Repayment Agreement. 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. GIRARDI & KEESE: Govt. Fights Trustee's $3-Mil. Professional Fees ----------------------------------------------------------------- Brandon Lowrey of Law360 reports that the federal government has objected to the Girardi Keese bankruptcy trustee's bid to pay more than $3 million in fees to herself and several other professionals, telling a Los Angeles bankruptcy judge the trustee has failed for nearly three years to analyze hundreds of millions of dollars worth of unsecured claims against the defunct law firm. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 GOLDEN SEAHORSE: Files Amended Plan; Confirmation Hearing March 5 ----------------------------------------------------------------- Golden Seahorse LLC, d/b/a Holiday Inn Manhattan Financial District, submitted a Third Amended Disclosure Statement to accompany its Third Amended Plan of Reorganization dated November 21, 2023. The Plan is premised upon either a cure and reinstatement of the Loan held by Wilmington Trust and HI FIDI pursuant to sections 1123(a)(5)(G) and 1124(2) of the Bankruptcy Code or a recasting and modification of the Loan and the issuance of the New Note in the Allowed Amount of the Claim(s) less the $10 million payment on the Effective Date. The Debtor's operations have been profitable since the Petition Date and the Debtor has generated excess cash of over $10 million after payment of the monthly operating expenses and Wilmington Trust's non-default interest payments under the Loan. Currently, the Debtor has cash on hand of approximately $11,700,000.00. The Debtor is current on all post-petition obligations. On October 23, 2023, FiDi Claims LLC, an entity that, upon information and belief, is affiliated with prepetition secured lenders in which Wilmington Trust is either the trustee or an authorized representative, filed three transfer agreements reflecting purported transfers of Claim No. 9 of M7 Services LLC, Claim No. 10 of Terramia Srl, as well as a scheduled claim of Party Technology Solutions LLC. Furthermore, on November 16, 2023, FiDi Claims LLC filed three additional transfer agreements reflecting purported transfers of Claim No. 12 of Travel Advocates International Inc., Claim No. 17 of Casey Fire Systems Inc. and a scheduled claim of Best Cleaners. See Dkt. Nos. 240, 241, and 242. The Debtor believes that FiDi Claims LLC has purchased the foregoing Claims and may attempt to purchase additional Claims in an effort to block the Debtor's Plan by voting such claims to reject the Plan. The Debtor is conducting an investigation, which will include the potential service of subpoenas for documents and possibility testimony on FiDi Claims LLC and the creditors that transferred their Claims to FiDi Claims LLC. The Debtor believes the circumstances surrounding the transfer of these Claims may give rise to designation of any votes arising from the purchased Claims pursuant to section 1126(e) of the Bankruptcy Code. Any creditor that sells their Claim to FiDi Claims LLC or any entity affiliated with Wilmington Trust should preserve all of their communications and documents as the Debtor reserves the right to serve a subpoena for documents and possible testimony in connection with the purchase of any such Claims. Like in the prior iteration of the Plan, all holders of Allowed Class 3 Unsecured Claims (including any Deficiency Claim), shall be paid in full without interest no later than six months from the Effective Date. On the Effective Date, all holders of Allowed Class 3 Claims shall receive 50% of their Allowed Claims in Cash and the remaining 50% shall be paid in Cash no later than six months from the Effective Date. In the event the Property is sold prior to six months from the Effective Date, the Allowed Class 3 Claims shall be paid any remaining unpaid amount of their Distributions from the Sale Proceeds. The Debtor anticipates funding the Plan from the revenue generated at the Hotel, as well as the Plan Contribution. Based upon the Bankruptcy Court Decision, the Debtor estimates it will need a Plan Contribution of approximately $20 million in addition to the funds on hand generated from the Hotel's operations. The Debtor believes based upon its projections the Hotel will continue to generate sufficient cashflow to remain current on the monthly interest payment of approximately $612,000 under the reinstated Loan, or if the Debtor pursues the modification/recasting of the Loan, debt service payments will be approximately $1 million per month. The Bankruptcy Court has scheduled a hearing to consider Confirmation of the Plan for March 5, 2024 at 10:00 a.m. All ballots must be received prior to January 5, 2024 at 5:00 P.M. A full-text copy of the Third Amended Disclosure Statement dated November 21, 2023 is available at https://urlcurt.com/u?l=mNpfiE from PacerMonitor.com at no charge. Attorneys for Debtor: Scott S. Markowitz, Esq. Rocco A. Cavaliere, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 Tel.: (212) 216-8000 E-mail: smarkowitz@tarterkrinsky.com rcavaliere@tarterkrinsky.com About Golden Seahorse Golden Seahorse LLC, doing business as Holiday Inn Manhattan Financial District, operates the Holiday Inn hotel, which is a full-service hotel located at 99 Washington St., New York. It also owns an adjacent neighboring property at 103 Washington St., New York, whereby it leases space to Amazon Restaurant and Bar (doing business as St. George Tavern). The Debtor believes the value of the hotel is at least $165 million, an amount greater than the $137.2 million in principal, together with accrued interest, due pre-bankruptcy lenders. Golden Seahorse sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11582) on Nov. 29, 2022. In the petition signed by Jubao Xie, managing member of Hysendal USA, LLC, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Philip Bentley oversees the case. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, is the Debtor's counsel. GOLDEN WEST: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service downgraded Golden West Packaging Group LLC's family rating to Caa1 from B2 and probability of default rating to Caa1-PD from B2-PD. Moody's also downgraded the backed senior secured 1st lien bank credit facilities rating to Caa1 from B2, and changed the outlook to negative from stable. Constrained liquidity resulting from aggressive financial policy and risk management and therefore governance considerations were key drivers of this rating action and, as a result, Moody's changed the company's Governance Issuer Profile Score to G-5 from G-4, reflecting Financial Strategy and Risk Management component score change to 5 from 4 and Management Credibility and Track Record component score change to 4 from 3. The Credit Impact Score was changed to CIS-5 from CIS -4. CIS-5 indicates that 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-4 because of weak liquidity. "The downgrade reflects limited financial flexibility and weak liquidity due to an industry-wide drop in volumes and expectations of only marginal improvement in earnings in 2024," said Moody's senior analyst Anastasija Johnson. RATINGS RATIONALE The Caa1 corporate family rating reflects weak liquidity and limited access to the revolver due to covenant limitations as well as high leverage (9.1x Debt/EBITDA as of September 2023 on a Moody's adjusted basis which does not take into account pro forma contribution from expected cost savings). Golden West Packaging Group experienced more than 25% decline in volumes year-to-date through September 2023 and even higher decline in EBITDA amid severe destocking by its customers that impacted all rated paper packaging companies. While customer destocking has largely run its course, Moody's does not expect a significant rebound in volume in 2024. Moody's incorporates marginal improvement in Golden West Packaging Group's EBITDA on completed cost reduction initiatives and ramp up of new business signed in 2023 and new investment in the lithographic press, nevertheless, credit metrics will remain weak. Moody's expect leverage to improve to 7.2x in 2024 which is still in line with Caa1 rating and EBITDA to Interest coverage to be around 1.7x. Given significant interest expense (around $30 million) and annual amortization payments (around $14.5 million), relative to the company's earnings, the company has limited room for any shortfall in operating performance and constrained liquidity. The credit profile reflects the company's small scale as measured by revenues and a market position as a regional non-integrated paper packaging converter. The company largely operates on the West Coast of the United States, focusing on small to medium run customers and generates the majority of revenue from corrugated packaging. The company has lower EBITDA margins compared to large, integrated corrugated packaging producers. The company has a diverse customer base and roughly 65% of sales are generated by packaging for produce, wine, food and beverage. These end markets are fairly stable but do have seasonal variability related to weather and harvest patterns. The company is well positioned to service many agricultural customers on the West Coast but is more exposed to the sector compared to national producers. As a non-integrated producer, the company needs to source linerboard from integrated producers that service their own converting facilities first. At times, the company may have difficulty sourcing linerboard which could negatively impact its volumes and performance. Private equity ownership and an acquisition- driven growth strategy, which carries event and integration risk, also negatively impact the rating. The company has weak liquidity. The company had no cash on hand as of September 30, 2023 and $25.6 million availability under its $30 million revolving facility which matures on December 1, 2026. The ongoing maintenance capital is low (about $2 million), which supports the credit profile, but the company did invest into a new lithographic press in 2023, which impacted cash generation this year. The press is expected to start operation and contribute to EBITDA in 2024. Although capex is low, term loan amortization payment have stepped up to 1.25% or $3.625 million a quarter ($14.5 million a year) and interest expense is close to $30 million a year. The company needs to generate at least $46.5 million of EBITDA to cover interest, amortization and maintenance capex. The company would typically be able to cover any shortfall in EBITDA with the revolver but given its high leverage, revolver availability is constrained if earnings deteriorate, the company may not be able to access its full revolver availability. The 7.15x first lien net leverage ratio covenant is springing if the facility is 35% drawn and the company is not in breach. However, there is little room for any shortfall in earnings or negative working capital swings, which are typical in the first half of the year and the company has limited sources of alternative liquidity. The negative rating outlook reflects weak liquidity and little room for negative variance in operating performance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The upgrade is unlikely at this time. Moody's could stabilize the outlook if the company secures alternative sources of liquidity and there is no further deterioration in operating performance. Moody's could upgrade the rating if the company reports steady volume and EBITDA improvement and cash generation that would allow it to pay interest and amortization payments. Moody's could upgrade the rating if EBITDA margins improve above 10% on a consistent basis, Debt/EBITDA falls below 6.0x and the company generates enough free cash flow to cover its debt amortization payments. Moody's could downgrade the rating if operating performance deteriorates further or the company is unable to secure additional liquidity funding. City of Industry, California,- based Golden West Packaging Group LLC is an independent converter of corrugated packaging, serving various end-markets. The company has been formed by private equity firm Lindsay Goldberg in 2017 through the combination of four packaging companies and their captive sheet feeder. The company generated net sales of roughly $542 million the 12 months ended June, 2021, pro forma for the completed and targeted acquisitions. GREAT OUTDOORS: S&P Alters Outlook to Negative, Affirms 'BB' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed all of its ratings, including its 'BB' issuer-credit rating and all issue-level ratings. The negative outlook reflects S&P's expectation for S&P Global Ratings-adjusted leverage of be around 4x through the end of 2024, with persistent risks related to U.S. economic growth and consumer spending. S&P said, "We forecast Great Outdoors' S&P Global Ratings-adjusted leverage will remain near our downside trigger of 4x or more through the end of 2024. The company reported a revenue decline in the mid-single-digit percent range for the third quarter (ended Sept. 30, 2023) due to a decline in comparable sales and a decrease in average ticket in the mid-single digits, offset by modest traffic improvements. Great Outdoor finished last quarter with S&P Global Ratings-adjusted leverage around 4.3x, compared to our expectation of leverage remaining around 4x, due to lower sales and modestly lower-than-expected EBITDA margin. We now project S&P Global Ratings-adjusted leverage to be 4.3x at the end of this year and improve modestly by the end of 2024 to 3.9x. This compares to our previous forecast for leverage in the low-4x range in 2023 and high-3x range in 2024. The negative outlook incorporates the potential for leverage to stay higher for longer if current trends are sustained. "Great Outdoors' recent performance shortfall could portend continued lower comparable stores sales if consumer strain persists. We view Great Outdoors' recent underperformance as reflecting, in part, the slowing U.S. economy and tighter discretionary spending. We also see potential near-term underlying volatility in some of Great Outdoors' verticals, including hunting and outdoor equipment. The company is significantly exposed to discretionary consumer spending and remains vulnerable to shifts in market sentiment. Although meaningful customer engagement and good merchandising strategies will help the company drive sales, we expect moderating consumer demand for sporting apparel and outdoor goods such as hunting, fishing, outdoor recreational, and boating gear. As a result, we forecast a low-single-digit percent decline in the company's comparable and overall sales, despite two new store openings this year. We also expect Great Outdoors will open more than five more new stores in 2024, which along with low-single-digit percent growth in same-store sales, will lead to 3% sales growth. We also assume the company's S&P Global Ratings-adjusted EBITDA margins decline modestly in 2023 but improve over 2024 as sales rebound. "We believe the company's leading position in outdoor retailing and strong merchandising management will help mitigate current performance challenges. Great Outdoors generates a sizable proportion of its revenue from products and services that are not easily sold online, including a broad product portfolio of national and well-positioned proprietary brands. This positioning provides Great Outdoors some insulation against physical and online competitors that cannot replicate the same experience without material investments. Great Outdoors' large destination store format provides a compelling in-store experience and its enhanced e-commerce platform helps support its market position by providing consumers access to its broad national and priority or owned brands. We also think the company's strong owned brands, along with expertise across multiple verticals--including hunting, boats, fishing, and outdoor apparel--enhance its product positioning. This includes its loyalty card business, which enhances customer engagement and provides it with a profitable, stable cash flow stream. Management's good merchandise strategies and product mix also help reduce the need for promotional activity and discounting. Still, we view Great Outdoors' addressable market as more limited and potentially volatile relative to other retailers in the category. As a result, we continue to apply a negative comparable ratings adjustment to the rating. "The negative ratings outlook reflects our expectation that S&P Global Ratings-adjusted leverage will remain around 4x through the end of 2024. The outlook also reflects the uncertain economic environment and risks in consumer spending on outdoor apparel, equipment, and associated products. "We could lower our rating on Great Outdoors if we expect it to sustain leverage above 4x over the next 12 months. This scenario would most likely occur if we believe an improvement in performance as unlikely. Such a scenario would likely coincide with little to no growth in sales and S&P Global Ratings-adjusted margins 100 basis points (bps) or more below our forecast. "We could revise our outlook back to stable if the company performs in line or better with our base-case forecasts, resulting in increased confidence that S&P Global Ratings-adjusted leverage would trend toward the mid-3x range over time. "We consider social factors as a moderately negatively consideration in our credit rating analysis of Great Outdoors Group LLC. The company has a material exposure to hunting equipment and ammunition, which adds volatility to its sales and profitability. These products tend to exhibit significant unpredictability and fluctuations in demand, especially around national elections. In addition, regulators and lawmakers may impose restrictions on the sale of hunting equipment, adding to the potential risks. While we do not expect any significant legislation, we believe potential regulatory changes could increase the volatility of the company's future performance. At the same time, individual lawsuits could expose Great Outdoors to financial and social risks despite no significant historical similar events." H&B AUTO: Gina Klump Named Subchapter V Trustee ----------------------------------------------- The U.S. Trustee for Region 17 appointed Gina Klump, Esq., at the Law Office of Gina R. Klump, as Subchapter V trustee for H&B Auto Repair, Inc. Ms. Klump will be paid an hourly fee of $485 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Klump declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gina Klump, Esq. Law Office of Gina R. Klump 11 5th Street, Suite 102 Petaluma, CA 94952 Phone: (707) 778-0111 Email: gklump@klumplaw.ne About H&B Auto H&B Auto Repair, Inc. filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-41452) on Nov. 3, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Charles Novack oversees the case. Lars Fuller, Esq., of The Fuller Law Firm represents the Debtor as bankruptcy counsel. HARVARD APPARATUS: Incurs $1.6 Million Net Loss in Third Quarter ---------------------------------------------------------------- Harvard Apparatus Regenerative Technology, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.62 million on $40,000 of product revenue for the three months ended Sept. 30, 2023, compared to a net loss of $1.06 million on $0 of product revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $7.12 million on $40,000 of product revenue, compared to a net loss of $4.58 million on $0 of product revenue for the same period during the prior year. As of Sept. 30, 2023, the Company had $3.78 million in total assets, $1.07 million in total liabilities, and $2.72 million in total stockholders' equity. Harvard Apparatus stated, "We have incurred substantial operating losses since our inception, and as of September 30, 2023 had an accumulated deficit of approximately $90.1 million and will require additional financing to fund future operations. We expect that our operating cash and short-term investments on-hand as of September 30, 2023 of approximately $1.5 million will enable us to fund our operating expenses and capital expenditure requirements into the first quarter of 2024. We expect to continue to incur operating losses and negative cash flows from operations for 2023 and in future years. Therefore...these conditions raise substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1563665/000149315223040389/form10-q.htm About Harvard Apparatus Regenerative Holliston, Massachusetts-based Harvard Apparatus Regenerative Technology, Inc. formerly Biostage, Inc., is a clinical-stage biotechnology company focused on the development of regenerative medicine treatments for disorders of the gastro-intestinal system and other organs that result from cancer, trauma or birth defects. The Company's technology is based on its proprietary cell-therapy platform that uses a patient's own stem cells to regenerate and restore function to damaged organs. Biostage reported a net loss of $6.07 million for the year ended Dec. 31, 2022, compared to a net loss of $7.98 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $2.40 million in total assets, $1.41 million in total liabilities, and $4.18 million in series E convertible preferred stock, and a total stockholders' deficit of $3.19 million. Boston, MA-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in its operations, and will require additional financing to continue to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INSPIREMD INC: Has Deal With Jacobs Institute to Study CGuard EPS ----------------------------------------------------------------- InspireMD, Inc. announced that the company has entered into a strategic agreement with the Jacobs Institute at the State University of New York at Buffalo, and Dr. Adnan Siddiqui, Vice-Chairman and Professor of Neurosurgery, to execute an Early Feasibility Study (EFS) evaluating the CGuard EPS carotid stent to treat severe carotid stenosis or occlusion, in conjunction with thrombectomy, in patients presenting with acute ischemic stroke and tandem lesions. Marvin Slosman, chief executive officer of InspireMD, stated, "This Early Feasibility Study provides the appropriate platform for our investment in this indication to address Carotid lesions in acute stroke settings and reinforces our commitment to the neuro community, as we aim to demonstrate that CGuard EPS is optimally designed with a low metal surface and MicroNet mesh covering for superior embolic protection during these acute events. We look forward to results from this study and view the tandem lesion indication as a critical component of our long-term growth strategy for the Cguard stent platform." Dr. Adnan Siddiqui added, "Tandem strokes with occlusion of both cervical and intracranial vessels are very common (~20%). To date, all clinical trials conducted in the U.S. for acute stroke from large vessel occlusions have specifically excluded them, resulting in a lack of guidelines and resultant great variability in the management of these lesions. As a result, there are currently no FDA approved stents for this specific indication. The most dramatic part is that trials conducted outside the U.S. have shown the value of thrombectomy in this patient population is the most beneficial of any large vessel occlusion category. Retrospective analyses from large centers across the globe have suggested the safety and efficacy of stenting in conjunction with intracranial thrombectomy. There is strong evidence to suggest that stenting in these lesions is superior to not stenting." "I am delighted that InspireMD, with its C-Guard device, which has low metal surface area and therefore reduces thrombotic risk, as well as a MicroNet mesh that protects plaque prolapse intra- and post- procedure, have elected to investigate this critical indication. I am also excited that this brings the carotid disease as it pertains to neurointerventionalists to the forefront. This EFS will help lead to a design of the pivotal trial that can bring this large, neglected population into the standard practice of revascularization for stroke," Dr. Siddiqui concluded. The EFS is expected to enroll 15 patients across three U.S. trial sites and explore the safety and feasibility of using the CGuard EPS carotid stent, with its unique MicroNet mesh covering, to treat acute ischemic stroke patients with tandem lesions. About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $18.49 million for the year ended Dec. 31, 2022, compared to a net loss of $14.92 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $24.65 million in total assets, $7.26 million in total liabilities, and $17.39 million in total equity. Tel-Aviv, Israel-based Kesselman&Kesselman, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. INTEGRATED CARE: Wins Cash Collateral Access on a Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Integrated Care Concepts and Consultation, LLC to use the cash collateral of TD Bank, NA on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to fund, among other things, its cash requirements for working capital, general corporate needs, operating costs, payroll, and professional fees. TD Bank has asserted a secured claim against the Debtor in the approximate principal amount of $460,000 as of the Petition Date. As adequate protection, the Debtor agrees to pay TD Bank $4,300 as an interim payment, an additional adequate protection in the amount of $2,500 no later than November 10, 2023, and regular monthly payments commencing December 1, 2023, totaling $7,060. The Debtor agrees and the Court finds that TD Bank has valid claims in the amount of $158,090 as evidenced by TD Bank's timely filed proof of claim. [Claim 11-1] as well as in the amount of $300,012 as evidenced by TD Bank's timely filed proof of claim [12- 1]. The Debtor agrees and the Court finds that TD Bank has a properly perfected first priority security interest against all of the Debtor's assets as evidenced by a UCC-1 Statement filed prebankruptcy on December 14, 2021 [Claim 11-1 at 5] and again evidenced by a UCC-1 Statement filed pre-bankruptcy on December 16, 2021 [Claim 12-1 at 6]. The Debtor reserves all of its rights to contest the validity, priority and extent of the liens asserted by any other alleged secured creditor other than the lien asserted by TD Bank. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=cC2yBG from PacerMonitor.com. The Debtor projects $590,000 in cash receipts and $588,210 in cash disbursements for one month. About Integrated Care Concepts and Consultation, L.L.C. Integrated Care Concepts and Consultation, L.L.C. offers mental health treatment for individuals, adolescents, children, couples, and families. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-17773) on September 5, 2023. In the petition signed by Seth Arkush, managing partner, the Debtor disclosed $611,080 in total assets and $1,604,180 in total liabilities. Judge Michael B. Kaplan oversees the case. Donald F. Campbell, Jr., Esq., at Giordano, Halleran, Ciesla, P.C., represents the Debtor as legal counsel. J.A.R. CONCRETE: Bankruptcy Converted to Chapter 7 Liquidation -------------------------------------------------------------- Luis Rios of El Paso Inc. reports that construction on the $22 million expansion of Pellicano is not likely to finish anytime soon as the financial troubles of the construction contractor, J.A.R. Concrete, deepen amid its clash with the Camino Real Regional Mobility Authority. J.A.R., a 65-year-old El Paso construction company, filed for Chapter 11 reorganization in March 2023 in the U.S. Bankruptcy Court Western District of Texas. But, last month, the court converted the bankruptcy to Chapter 7, which generally involves the appointment of a trustee to liquidate assets and distribute any proceeds to creditors in order of priority. El Paso Inc. reached out to J.A.R. for comment, but the company did not respond. Raymond Telles, executive director of the CRRMA, said the bankruptcy case has put the Pellicano widening project on hold. "What's been so frustrating from our side is that because of all these steps, all of these have presented delays in the (CRRMA's) completion of the pursuit of its claim for a performance bond," Telles said. According to court documents, there are 42 secured creditors and 136 general unsecured creditors in the case, which was converted to Chapter 7 on Oct. 16. J.A.R. Concrete has more than $8 million in total liabilities and $7.4 million in personal property. In interviews with El Paso Inc. in June 2023, J.A.R. owner Joe Rosales Jr., alleged that the Pellicano widening project was mismanaged by the CRRMA. "It is true that it became difficult for J.A.R. to continue to pay its suppliers after CRRMA stopped paying J.A.R.," Rosales said at the time. "However, J.A.R. kept working on the project for six months without being paid by the CRRMA. That would not have been possible if J.A.R. had not been paying its bills." "The CRRMA creates the cash flow problem and then uses it as an excuse to justify its wrongful termination of J.A.R." Telles alleges that there are other projects that J.A.R. Concrete has left unfinished. "I think it's a little disingenuous to say that the CRRMA was the problem here when you have all these projects that they had problems with," Telles said. In a court filing asking for J.A.R. to use cash collateral, filed in June, J.A.R.'s attorney said there are several bonded contracts that the company "has rights to payment or expectation of rights to payment:" Transmountain, Cesar Chavez Border Highway, port of entry roundabout improvements, Trowbridge, Parkway, North Skies and Mimosa, and the Pellicano project. In its recent Chapter 7 bankruptcy filings, J.A.R. has listed a claim against CRRMA for $1.5 million for wrongful contract termination. Rosales is also the managing member of Paso del Norte Materials LLC, a concrete supplier, which filed for Chapter 7 bankruptcy on Oct. 16, 2023. Bankruptcy filings show that the company has $6.7 million in assets and more than $15 million in liabilities. The CRRMA sent J.A.R. a default letter and notification of a claim against the company's performance bond on Dec. 22, 2022. Earlier that month, the CRRMA sent J.A.R. a warning letter, asking the company to complete the work. The Pellicano project today is an empty construction zone – one that has created headaches for many of the Far East residents and businesses. Telles said the CRRMA is working to provide traffic relief, but with the bankruptcy case ongoing, he does know when the project will progress. "We've gone out and adjusted traffic light signal timing to see if we can make the flow of traffic more efficient," said Telles, adding the CRRMA have put up safety barriers and cones. "We've done those things, but when you're looking at the project, it doesn't look any better than it did a year ago." About J.A.R. Concrete J.A.R. Concrete, Inc., a company in El Paso, Texas, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Texas Case No. 23-30242) on March 14, 2023, with as much as $1 million to $10 million in both assets and liabilities. Joe A. Rosales, Jr., president, director and shareholder of J.A.R. Concrete, signed the petition. Judge H Christopher Mott oversees the case. E.P. Bud Kirk, Esq., a practicing attorney in El Paso, Texas, and Griffith Davison, P.C., serve as the Debtor's bankruptcy counsel and special counsel, respectively. JAY DELI: Gerard Luckman of Forchelli Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at Forchelli Deegan Terrana, LLP, as Subchapter V trustee for Jay Deli Corp. Mr. Luckman will be paid an hourly fee of $650 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Luckman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gerard R. Luckman, Esq. Forchelli Deegan Terrana, LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Tel: (516) 812-6291 Email: gluckman@ForchelliLaw.com About Jay Deli Corp. Jay Deli Corp. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44084) on Nov. 7, 2023, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Nancy Hershey Lord oversees the case. Peter A. Joseph, Esq., at the Law Offices of Peter A. Joseph represents the Debtor as bankruptcy counsel. LECLAIRRYAN PLLC: $2.1-Million Foley & Lardner Fees Okayed ---------------------------------------------------------- Emily Lever of Law360 reports that a Virginia bankruptcy judge has approved just under $2.1 million in fees for Foley & Lardner LLP for its work on defunct law firm LeClairRyan's bankruptcy after Foley agreed to drop its fee dispute with Quinn Emanuel Urquhart & Sullivan LLP, which succeeded it as counsel to the Chapter 7 trustee in the case. About LeClairRyan PLLC Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional, and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor's operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth represented LeClairRyan in the case. Protiviti was the Debtor's financial adviser for the liquidation. The bankruptcy case was converted to a Chapter 7 liquidation on Oct. 24, 2021. Lynn L. Tavenner was named a Chapter 7 trustee, and then Benjamin C. Ackerly, a successor trustee. The Chapter 7 trustee Ackerly's counsel: Tyler P. Brown Hunton Andrews Kurth LLP Tel: 804-788-8200 E-mail: tpbrown@huntonak.com LEGACY-XSPIRE HOLDINGS: Wins Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Legacy-Xspire, Holdings LLC and affiliates to use the cash collateral of the Secured Creditors, Valley National Bank and Plexus Fund IV-A, L.P., on an interim basis in accordance with the budget. The court said Secured Creditors will have perfected post-petition liens and security interests against (a) the cash collateral and (b) upon all post-petition property of the Debtors that is similar to the pre-petition property on which the Secured Creditors held their prepetition liens, to the same extent and with the same validity and priority as the prepetition liens and security interests of the Secured Creditors, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. In the event that the adequate protection granted to the Secured Creditors in the Interim Order fails to adequately protect the interests of the Secured Creditors in the cash collateral and the property subject to their pre-petition liens and security interests, the Secured Creditors are granted an administrative expense claim which will have priority of the kind specified in 11 U.S.C. Section 507(b) over any and all administrative expenses of the kind specified in 11 U.S.C. Section 507(a)(1). A continued hearing on the matter is set for December 14, 2023 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=TliN3s from PacerMonitor.com. About Legacy-Xspire Holdings LLC Legacy-Xspire Holdings LLC market and distribute niche branded and generic prescription products to physicians, pharmacies, wholesale distributors, and specialty pharmaceutical distributors across the United States. Legacy-Xspire's product portfolio consists primarily of therapies for pain management and steroid-responsive disease states. Legacy-Xspire Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04251) on Sept. 26, 2023. In the petition filed by Greg Stokes, as CEO, the Debtor reports estimated assets between $50 million and $100 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Roberta A. Colton oversees the case. The Debtor is represented by Steven M Berman, Esq. of Shumaker, Loop & Kendrick, LLP. LILIUM N.V.: Receives EASA Design Organization Approval ------------------------------------------------------- Lilium N.V. announced that it has received Design Organization Approval from its primary regulatory authority, the European Union Aviation Safety Agency ("EASA"). The award marks a major milestone for Lilium, positioning it at the forefront of the industry as a company authorized to hold a type-certificate for an eVTOL aircraft in Europe. Design Organization Approval reflects a seal of quality assurance for companies in aviation design, formally acknowledging a company's ability to design and develop safe and compliant aircraft. This major achievement in the development of the revolutionary Lilium Jet reflects the culmination of an extensive qualification process dating back to 2017. Receiving Design Organization Approval is a core requirement for any commercial aircraft manufacturer. Klaus Roewe, Lilium CEO, commented: "In many respects, the announcement marks a cornerstone for Lilium and evidences our market leadership in advancing the aviation industry. Achieving Design Organization Approval reflects EASA's confidence in Lilium and differentiates us against others currently pursuing eVTOL development and regulatory approval. While we join a small, select group of companies qualified to develop commercial aircraft, the announcement is especially significant for the global aviation industry as we are doing so by advancing sustainable regional air mobility. I appreciate the many Lilians and countless stakeholders that have played a pivotal role in us achieving the milestone, and we look forward to further advancements towards commercialization of the Lilium Jet. I would like to thank our counterparts at EASA for their professional cooperation, which I believe will continue to be very beneficial for the industry moving forward." Alastair McIntosh, Lilium chief technology officer and Head of Design Organisation, added: "In simple terms, the Design Organization Approval is our Licence to Operate and confirms that Lilium has the organization, procedures, competencies, resources and demonstrated rigor required to design and certify aircraft according to the very highest safety standards. This pays great tribute to our team at Lilium. Receiving Design Organization Approval from EASA further motivates us on our path to commercialize the revolutionary Lilium Jet." Bhavesh Mandalia, Lilium chief airworthiness officer and Deputy CTO, commented: "The announcement has been more than six years in the making. I'd like to thank my fellow Lilians as well as our partners at EASA for their continued support on this journey. In addition to European oversight, EASA's Design Organization Approval brings significant benefits to our FAA certification process in the U.S. by utilizing the Bilateral Aviation Safety Agreements to validate the technology and aircraft." Luc Tytgat, acting executive director, EASA said: "EASA is ensuring that everything is in place for the societal acceptance of Urban Air Mobility. We are setting the right rules for operations and taking care of the environmental elements including noise, while of course ensuring that high safety standards are met. At the same time, we are wary of creating barriers to entering this new market and we have worked in partnership with Lilium, against a demanding timeline. I would like to congratulate Lilium on achieving this Design Organization Approval, which advances Europe's electric aviation activity." Type-certification of the Lilium Jet According to Lilium's Design Organization Approval, Lilium is qualified to design and be a type certificate holder for aircraft developed according to EASA's SC-VTOL rules, the comprehensive set of eVTOL requirements that EASA finalized in 2019 and which represent the highest safety objectives globally for eVTOL aircraft. Lilium is pursuing concurrent type-certificate validation of the Lilium Jet with the FAA under the provisions of the Bilateral Aviation Safety Agreement between the European Union and the U.S. The FAA issued its G-1 for the Lilium Jet in June, making Lilium the only eVTOL manufacturer with both an EASA and FAA certification basis for a powered lift eVTOL aircraft. 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. LINDEN AUTO: May Use $83,819 of Cash Collateral ----------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Linden Auto Spa LLC to use cash collateral up to the aggregate amount of $83,819 for a 60-day period in accordance with the budget. Specifically, the Debtor is permitted to use cash collateral for the following purposes: A. Maintenance and preservation of its assets; and B. The continued operation of its business, including but not limited to payroll, payroll taxes, employee expenses and insurance costs; C. Continuation of work in progress; and D. Payment of ongoing and customary business expenses. The Mint National Bank has asserted a secured claim against the Debtor in the approximate amount of $1.399 million as of the Petition Date. Mint has, and the Debtor has acknowledged and agreed that Mint has, as of the Petition Date, a valid and subsisting first lien and security interest in the Debtor's tangible and intangible personal property consisting of inventory, accounts receivable, accounts, equipment, furniture, fixtures securing the Debtor's indebtedness, in the total principal amount of $1.399 million, together with accrued interest, fees and costs. As adequate protection, Mint is granted replacement perfected security interest under 11 U.S.C. Section 361(2). To the extent the adequate protection provided for proves insufficient to protect Mint's interest in and to the cash collateral, Mint will have a superpriority administrative expense claims, pursuant to 11 U.S.C. Section 507(b). The replacement lien and security interest granted is automatically deemed perfected upon the entry of the Order without the necessity of Mint taking possession, filing financing statements, mortgages or other documents. The Debtor will make monthly payments to Mint in the amount of $7,000 per month. The payments will begin on September 10, 2023, and continue on the tenth of each month thereafter. In addition, the Debtor will tender a payment of $1,500 per month to Mint beginning on September 10, 2023, and continue on the tenth of each month thereafter, which funds will be held by Mint and used by Mint to pay real estate taxes as they become due on the commercial property located at 1066 East Elizabeth Avenue, Linden, New Jersey 07036. A final hearing on the matter is set for January 23, 2023 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=8iAgFk from PacerMonitor.com. About Linden Auto Spa, LLC Linden Auto Spa, LLC operates an automobile car wash business at 1066 East Elizabeth Avenue, Linden, New Jersey 07036. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr D. N.J. Case No. 23-17265) on August 22, 2023. In the petition signed by Andrew A. Montoya, managing member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Stacey L. Meisel oversees the case. Justin M Gillman, Esq., at Gillman, Bruton & Capone, LLC, represents the Debtor as legal counsel. M & T REAL ESTATE: $64K Unsecured Claims to Get 50% over 36 Months ------------------------------------------------------------------ M & T Real Estate Group II, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Disclosure Statement with regard to Plan of Reorganization dated November 21, 2023. M & T was organized in 2018. M & T's initially engaged in the business of buying and selling real property, and developing those properties to house small business co-working spaces and housing shelters for Homeless individuals. M & T purchased a commercial building located at 955 Commercial St NE, Conyers GA 30012 ("the Property") in June of 2022. The purchase price of the building was $1,037,500.00. The purchase price was funded by an interest only loan from Sky Beam Capital in the amount of $726,000.00 and $308,000 from M & T's principal, Adrian Tisdale. Since the filing for protection under Chapter 11 of the Bankruptcy Code the M & T has continued to manage its affairs as a Debtor-in-Possession under the authority of Sections 1107 and 1108 of the Bankruptcy Code. The Debtor's Plan contemplates that the Debtor will retain or sale its property. If Debtor is able to restructure or refinance Sky Beam's loan Debtor will continue to operate its business and will fund the plan with the income generated from business operations. If the Property is sold, the proceeds of the sale will be used to pay creditors. Class 5 consists of the general unsecured claim of the Internal Revenue Service and City of Conyers Sanitation Department. The amount of claim in this Class total $63,945.00. Class 5 creditors shall be paid 50% of their respective claims over a 36-month period, beginning 30 days from the effective date of the plan, in full satisfaction of their respective claims. Class 6 consists of unsecured disputed claims of ADT, The Dekalb County Georgia Water Authority, Corey Smit, Gas South, Dr. William Wolf, JPM Investment Group and Kabbage. The amount of claim in this Class total $43,353.00. No distribution will be made on account of a disputed claim unless such claim is allowed by a final non-appealable Order. Debtor will have the power and authority to settle and compromise a disputed claim with Court approval and compliance with Bankruptcy Rule 9019. Class 7 consists of the unsecured claim on Tonya Roberts and Spectrum Flooring & Design. The amount of claim in this Class total $4,183.16. Class 7 creditors shall be paid 50% of their respective claims over a 6-month period, beginning 30 days from the effective date of the plan, in full satisfaction of their respective claims. Adrain Tisdale is the Debtor's equity security holder. The equity security holders will retain their interest in the organized debtor. The equity security holders will not be paid a dividend so long as any unsecured creditors, claim herein remains unpaid as provided for under this Plan. The Debtor will fund the Plan with the income received from the general operation of its business and/or from the sale or refinance of its property at 955 Commercial St NE, Conyers, Georgia 30094. A full-text copy of the Disclosure Statement dated November 21, 2023 is available at https://urlcurt.com/u?l=uQTCJ9 from PacerMonitor.com at no charge. Attorney for Debtor: Kenneth Mitchell, Esq. Giddens, Mitchell & Associates, PC 3951 Snapfinger Parkway, Suite 555 Decatur, GA 30035 Telephone: (770) 987-7007 Email: Gmapclawl@gmail.com About M & T Real Estate Group II M & T Real Estate Group II Inc., doing business as We Work For U Ga Conference Center, is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). M & T Real Estate Group II filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-52191) on March 6, 2023, with $1 million to $10 million in both assets and liabilities. Todd E. Hennings has been appointed as Subchapter V trustee. Judge Paul W. Bonapfel oversees the case. Kenneth Mitchell, Esq., at Giddens, Mitchell & Associates, PC, is the Debtor's legal counsel. MEP INFRASTRUCTURE: Court OKs Cash Collateral Access Thru Dec 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized MEP Infrastructure Solutions, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through December 31, 2023. As adequate protection to the U.S. Small Business Association, BlueVine Inc., Byz Funder NY LLC, NewCo Capital Group VI LLC, CloudFund LLC, and Rocket Capital NY LLC, for the use of their Collateral or cash collateral, the Lien Claimants are granted and post-petition replacement liens, to the extent and with the same priority as held pre-petition, in and to the cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral. A further hearing on the matter is set for December 11, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=dYYIGW from PacerMonitor.com. The Debtor projects $408,762 in total income and $404,829 in total expenses. About MEP Infrastructure MEP Infrastructure Solutions, Inc. is a Chicago-based company that provides architectural, engineering and related services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-08505) on June 28, 2023, with $1 million to $10 million in assets and liabilities. Santos A. Torres, president, signed the petition. Judge A. Benjamin Goldgar oversees the case. Paul M. Bauch, Esq., at Bauch & Michaels, LLC is the Debtor's counsel. MM MECHANICAL: William Wallo Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 11 appointed William Wallo of Bakke Norman, S.C. as Subchapter V trustee for MM Mechanical, LLC. Mr. Wallo will be paid an hourly fee of $375 for his services as Subchapter V trustee, for his legal assistant, Ann Clarkson, at a rate of $150.00 per hour, and will be reimbursed for work-related expenses incurred. Mr. Wallo declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William E. Wallo, Esq. Bakke Norman, S.C. 7 South Dewey Street, Suite 220 Eau Claire, WI 54701 Phone: (715) 514-4258/(715) 231-8024 Email: wwallo@bakkenorman.com About MM Mechanical Wisconsin Sheet Metal Workers Health and Benefit Fund and several other creditors of MM Mechanical, LLC filed involuntary Chapter 7 petition against the company (Bankr. E.D. Wisc. Case No. 23-23010) on July 3, 2023. The petitioning creditors are represented by Alexander Sterling. On Nov. 8, 2023, the case was converted to a Chapter 11 Subchapter V case. Judge Katherine M. Perhach oversees the case. John P. Driscoll, Esq., at Krekeler Law, S.C. is the Debtor's bankruptcy counsel. MONARCH GOLD: Obtains CCAA Initial Stay Order Until Dec. 4 ---------------------------------------------------------- The Superior Court of Quebec issued an initial order under the Companies' Creditors Arrangement Act in respect to Monarch Gold Corporation, Beacon Gold Mill Inc., Louvem Mines Inc. and 11306448 Canada Inc. The initial order provides for an initial stay of all proceedings until Dec. 4, 2023, and appoints PricewaterhouseCoopers Inc. as monitor of the business and financial affairs of the Debtors. Due to the CCAA process, it is anticipated that the Toronto Stock Exchange will conduct a review to determine if the Corporation meets the Exchange's listing requirements. Mmes. Laurie Gaborit, Guylaine Daigle, and Messrs. Michel Bouchard and Benoit Desormeaux have resigned from their positions as directors with immediate effect. Mr. Jean-Marc Lacoste will continue to serve as a director and collaborate with IQ and the Monitor in the implementation of the Court approved process to solicit investment and sale proposals in respect of Monarch Gold. A copy of the initial order and the relevant materials pertaining to the CCAA Proceedings are available on the monitor's Website at: https://www.pwc.com/ca/monarch. Monarch Gold Corporation -- https://www.monarchmining.com/ -- (TSX:GBAR; OTCQB:GBARF) is a gold mining company located in the prolific Abitibi mining camp. OPTIVIEW 360: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Optiview 360 Tours LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral and provide adequate protection to Regions Bank. On an emergency basis, the Debtor will require an amount to use of at least $22,613 to pay its operating expenses over the next six weeks, which expenses the Debtor has drastically pared down to conserve cash. The Debtor requests a hearing date during the week of December 5, 2023. The date is requested because the Debtor is in constant need to pay its operating expenses to ensure its businesses generates the maximum amount of potential revenue. Prior to the Petition Date, the Debtor obtained financing from Regions Bank which may be secured by substantially all of the accounts and receivables of the Debtor, including cash and cash equivalents. Regions Bank may assert a first priority security interest in the Debtor's cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on May 7, 2018. The outstanding balance owed to Regions Bank is approximately $69,000, which amount may be subject to dispute. The Inferior Interests may claim an inferior interest in the Debtor's cash and cash equivalents by virtue of alleged liens on the Debtor's personal property. The Debtor believes the Inferior Interests may be wholly unsecured due to the outstanding amounts owed to the senior secured lender with a superior interest in the Debtor's property, or due to disputes over the basis for such creditors' respective alleged security interests. As adequate protection for the use of cash collateral, the Debtor proposes to grant the Secured Creditors a replacement lien on its post-petition cash collateral to the same extent, priority and validity as their pre-petition liens, to the extent its use of cash collateral results in a decrease in the value of the Secured Creditors' interest in the cash collateral. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=RqJhai from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $1,800 for the week of December 3, 2023; $2,100 for the week of December 10, 2023; $13,623 for the week of December 17, 2023; $2,190 for the week of December 24, 2023; and $1,800 for the week of December 31, 2023. About Optiview 360 Tours LLC Optiview 360 Tours LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:23-bk-04900) on November 20, 2023. In the petition signed by Joseph A. Diaz, president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. ORBITAL INFRASTRUCTURE: Creditors Back Plan, Liquidation Approved ----------------------------------------------------------------- Alex Wittenberg of Law360 reports that a Texas bankruptcy judge on Tuesday, Nov. 28, 2023, approved energy services company Orbital Infrastructure Group's bid to liquidate its business in Chapter 11 after unsecured creditors overwhelmingly voted to accept the plan. 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. OSG HOLDINGS: 3 Liquidating Debtors Seek Case Dismissal ------------------------------------------------------- While OSG Holdings, Inc., et al., won confirmation of their Prepackaged Chapter 11 Plan of Reorganization, affiliates of OSG Group TopCo, LLC, OSG Group Holdings, Inc., and OSG Intermediate Holdings, Inc., have sought an order approving the structured dismissal of their Chapter 11 cases. A hearing on the dismissal motion is scheduled for Nov. 30, 2023, at 9:30 AM, at Houston, Courtroom 401. The Debtors tell the Court they now stand ready to bring the Liquidating Debtors' Chapter 11 Cases to "an expeditious, cost-effective, and orderly conclusion." After considering all potential alternatives to bring the Liquidating Debtors' Chapter 11 Cases to a close, the Debtors have determined in their business judgment that a structured dismissal of the Liquidating Debtors' Chapter 11 cases is the quickest and most economical process to bring the Liquidating Debtors out of bankruptcy. Prior to the Petition Date, the Debtors engaged in extensive negotiations with their prepetition stakeholders to reach an agreement for a comprehensive and consensual global restructuring. Following months of extensive, arm's-length negotiations, on Oct. 12, 2023, the Reorganizing Debtors and the stakeholders executed the Restructuring Support Agreement. Pursuant to the RSA, the Reorganizing Debtors (OSG Holdings, Inc., et al.) sought and obtained confirmation of a Prepackaged Plan that reduces debt by approximately $550 million, or 73%, and lowers annual cash interest expense by 65%. The RSA contemplates the orderly liquidation and wind-down of the Liquidating Debtors. The Liquidating Debtors do not have any material assets, business operations, or non-insider employees. From the outset of these chapter 11 cases, the Debtors have planned to liquidate the Liquidating Debtors following confirmation of the Plan and no party-in-interest has raised any formal or informal objection, including the Liquidating Debtors' largest stakeholders. Pursuant to the RSA, the Debtors' stakeholders, including the Liquidating Debtors' largest claims and interest holders, agreed that the Liquidating Debtors would be liquidated or otherwise wound down following confirmation of the Plan. Specifically, pursuant to the Separation Agreement, debtor OSG Holdings, Inc., agreed to pay the fees and expenses of the Liquidating Debtors during their chapter 11 cases following confirmation of the Plan. The costs of the Liquidating Debtors' cases, therefore, would ultimately be borne by the Debtors and reorganized Debtors. Counsel to the Debtors, Marcus A. Helt, of McDERMOTT WILL & EMERY LLP, notes that if dismissal is not granted, the Liquidating Debtors would be forced to remain in chapter 11 and solicit and confirm a chapter 11 liquidating plan that will provide no material distributions to stakeholders and cause the Debtors' estates to incur unnecessary expenses with no corresponding benefit. About OSG Holdings OSG Group is a business print and digital communications provider. OSG Group runs a digital and print communications platform, serving corporate clients throughout North America and the United Kingdom. The Company provides primarily transactional, marketing, and payment solutions to various industries, including consumer services, business-to-business markets, education, retail, property management, financial services, healthcare, and the government, both through the use of its traditional print and mail businesses, as well as through its omnichannel software-as-service (SaaS) platform. The Company also provides a comprehensive suite of complementary services to its clients, such as online payment portals and accounts receivable software, real-time reporting and data analytics, and database management services. OSG Holdings Inc. and its affiliates, including OSG Group Holdings, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90799) on Oct. 15, 2023. In the petition filed by Keith A. Maib, as chief restructuring officer, OSG Holdings estimated assets and liabilities between $500 million and $1 billion each. The Honorable Bankruptcy Judge Christopher M. Lopez handles the cases. The Debtors tapped McDERMOTT WILL & EMERY LLP as general bankruptcy counsel; ACCORDION PARTNERS, LLC as financial advisor; and HOULIHAN LOKEY CAPITAL, INC., as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. OVAL SQUARED: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- The Oval Squared Inc. asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral in accordance with the budget, with a 5% variance. A search in the Texas Secretary of State shows that allegedly secured positions in cash collateral are held by (1) Sunflower Bank fka Pioneer Bank; (2) U.S. Small Business Administration; (3) Unknown Creditor; (4) Unknown Creditor; and (6) Kalamata. Emergency consideration is requested because the Debtor depends on the use of cash collateral for payroll, supplies, and other general operating expenses. If the Debtor is unable to use cash collateral, it will be forced to cease operations. As adequate protection, all creditors will be granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent, validity, and priority they possessed as of the Petition Date. Besides those creditors set forth in the UCC list, other holders of allowed secured claims with a perfected security interest in cash collateral will be entitled to a replacement lien in postpetition accounts receivable, contract rights, and deposit accounts to the same extent allowed and in the same priority as those interests held as of the Petition Date. The Debtor will maintain insurance on all tangible assets of the estate and will provide written evidence of same to the United States Trustee, no later than December 8, 2023. A copy of the motion is available at https://urlcurt.com/u?l=Ezy7Bn from PacerMonitor.com. About The Oval Squared Inc The Oval Squared Inc. 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. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34620) on November 28, 2023. In the petition signed by Tristan Williams, director, the Debtor disclosed $1,624,704 in assets and $5,086,467 in debts. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as legal counsel. PELICAN POINT: Ciara Rogers of Waldrep Named Subchapter V Trustee ----------------------------------------------------------------- Brian Behr, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina, appointed Ciara Rogers, Esq., as Subchapter V Trustee for Pelican Point Commons Town Homes, LLC. Ms. Rogers is a partner at Waldrep Wall Babcock & Bailey, PLLC. She will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. The Subchapter V trustee can be reached at: Ciara L. Rogers, Esq. Waldrep Wall Babcock & Bailey, PLLC 3600 Glenwood Avenue, Suite 210 Raleigh, NC 27612 Phone: (984) 480-2005 Email: crogers@waldrepwall.com About Pelican Point Commons Town Homes Pelican Point Commons Town Homes, LLC filed Chapter 11 petition (Bankr. E.D.N.C. Case No. 23-03221) on Nov. 6, 2023, with as much as $1 million in both assets and liabilities. Sainte Robinson, manager, signed the petition. Judge David M. Warren oversees the case. J.M. Cook, PA serves as the Debtor's legal counsel. PERSIAN BROADCAST: Court OKs Deal on Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Division, authorized Persian Broadcast Service Global, LLC to use cash collateral on an interim basis, in accordance with its agreement with the U.S. Small Business Administration. Pre-petition, on June 14,2021, the Debtor executed an SBA Note, pursuant to which the Debtor obtained a COV1D Economic Injury Disaster Loan in the amount of $500,000. The terms of the Note require the Debtor to pay principal and interest payments of $ 2,505 every month beginning 18 months from the date of the Note over the 30 year term of the SBA Loan, with a maturity date of June 14,2051. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. As of the Petition Date, the amount due on the SBA Loan was $540,377. Pursuant to the SBA Loan Authorization and Agreement executed on June 14, 2021, the Debtor is required to "use all the proceeds of this Loan solely as working capital to alleviate economic injury caused by disaster occurring in the month of January 31, 2020 and continuing thereafter and to pay Uniform Commercial Code lien filing fees and a third-party UCC handling charge of $100.00 which will be deducted from the Loan amount." As evidenced by a Security Agreement executed on June 14,2021 and a valid UCC-1 filing on June 28, 2021 as Filing Number U210060311012, the SBA Loan is secured by all tangible and intangible personal property. As adequate protection, SBA will receive a replacement lien(s) that is deemed valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of the Petition Date, on all post-petition revenues of the Debtor to the same extent, priority and validity that its lien attached to the Personal Property Collateral. The Debtor will continue to remit adequate protection payments to the SBA as required by the Cash Collateral Stipulation in the amounts and terms as set forth in the applicable SBA Loan documents before the third of the month of each month in the amount of $2,505, and continuing until further order of the Court regarding use of cash collateral, or the entry of an order confirming the Debtor's plan of reorganization, whichever occurs earlier. The SBA will be entitled to a priority claim over the life of the Debtor's bankruptcy case, pursuant to 11 U.S.C. Sections 503(b) and 507(b), which claim will be limited to any diminution in the value of SBA's collateral, pursuant to the SBA Loan, as a result of Debtor's use of cash collateral on a post-petition basis. The Debtor agrees to maintain insurance on the Personal Property Collateral and to designate SBA as a loss payee or additional insured in accordance with the SBA Loan and related loan documents and agrees to provide proof of insurance within seven days upon written request of SBA. A copy of the stipulation is available at https://urlcurt.com/u?l=Ki5HZn from PacerMonitor.com. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=5H9s4b from PacerMonitor.com. About Persian Broadcast Service Global Persian Broadcast Service Global, Inc. operates a television broadcast for the Persian community. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11154) on August 16, 2023, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Victoria S. Kaufman oversees the case. Thomas B Ure, Esq. at the Ure Law Firm represents the Debtor as counsel. PG&E CORP: To Pay Dividends for 1st Time in Six Years ----------------------------------------------------- Mark Chediak of Bloomberg News reports that PG&E Corp. said it will pay out a dividend for the first time in about six years as part of efforts by the California utility giant to restore its financial health after emerging from bankruptcy. PG&E said it will pay $0.01 per common share for its regular quarterly cash dividend, payable on Jan. 15, 2024, according to a statement Tuesday. The company also said in a regulatory filing that it expects adjusted 2024 earnings-per-share to be between $1.31 and $1.35, compared to the average analyst estimate of $1.35. Shares fell 2.3% at 11:51 a.m. in New York. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, faced extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility faced an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served as PG&E's legal counsel, Lazard as its investment banker and AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Morrison & Foerster LLP served as the Debtors' special regulatory counsel. Munger Tolles & Olson LLP also served as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. * * * PG&E Corporation and Pacific Gas and Electric Co. announced July 1, 2020, that PG&E has emerged from Chapter 11, successfully completing its restructuring process and implementing PG&E's Plan of Reorganization that was confirmed by the United States Bankruptcy Court on June 20, 2020. For the benefit of fire victims, the Plan provided for a Fire Victim Trust, which was funded with an oft-stated value of $13.5 billion, to be half in cash and half in new company PG&E common stock. The $6.75 billion in cash was paid. With respect to the stock consideration, 478 million shares of PG&E stock were delivered to the Fire Victim Trust in accordance with an agreed-to formula under the Plan. PHUNWARE INC: Incurs $19 Million Net Loss in Third Quarter ---------------------------------------------------------- Phunware, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $18.98 million on $2.79 million of net revenues for the three months ended Sept. 30, 2023, compared to a net loss of $8.02 million on $4.76 million of net revenues for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $29.77 million on $11.03 million of net revenues, compared to a net loss of $40.01 million on $17.02 million of net revenues for the same period during the prior year. As of Sept. 30, 2023, the Company had $27.81 million in total assets, $21.26 million in total liabilities, and $6.55 million in total stockholders' equity. Phunware stated, "We have a history of net losses since our inception. For the nine months ended September 30, 2023, we incurred a net loss of [$29,772,000] used [$15,869,000] in cash for operations and have a working capital deficiency of [$12,721,000]. The foregoing conditions raise substantial doubt about our ability to meet our financial obligations as they become due. "In performing the next step of our going concern assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt. Our assessment included the preparation of a detailed cash forecast that included projected cash inflows and outflows. We continue to focus on growing our revenues, and accordingly, we expect operating expenditures to exceed future revenue for the foreseeable future. We have implemented a plan to decrease our cash burn by reducing headcount and other operating expenditures. We have also raised additional funds in our at-the-market equity offering and entered into an amendment to our 2022 Promissory Note, which allows the holder to convert outstanding amounts due into shares of our common stock. In addition, in August 2023, we entered into a stock purchase agreement, which subject to limitations contained within the agreement, allows us to sell shares of our common stock to the investor. Our future plans may include additional reductions to operating expenses, additional sales of our common stock in our at-the-market offering and pursuant to a stock purchase agreement with a certain investor, and issuing additional shares of common stock, preferred stock, warrants or units pursuant to an effective shelf registration statement. "Despite a history of successfully implementing similar plans, these sources of working capital are not currently assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above. There can be no assurance that we will be able to obtain additional funding on satisfactory terms or at all. In addition, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs and support our growth. If additional funding cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through one year from the issuance of these financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1665300/000162828023038352/phun-20230930.htm 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. PIKE CORP: Moody's Rates New $400MM Unsecured Notes 'B3' -------------------------------------------------------- Moody's Investors Service has assigned a B3 rating to the proposed $400 million senior unsecured notes by Pike Corporation. Pike plans to use the notes proceeds to repay $297 million existing term loan, $66 million outstanding revolver and add the rest to cash balance. Simultaneously, Moody's assigned a Ba3 rating to the backed senior secured revolving credit facility, reflecting an increase in its size from $203 million to $253 million in aggregate commitments, as well as a maturity extension of a majority from 2025 to 2028. Pike's B2 Corporate Family Rating, Ba3 rating on the backed senior secured first lien bank credit facilities and B3 rating on the existing unsecured notes remain unchanged. The outlook is unchanged at stable. RATINGS RATIONALE Moody's considers the announced refinancing transactions being overall credit neutral. Pike's refinancing transactions help extend its earliest debt maturity to 2028 from 2025 and improve its financial flexibility. However, the refinancing will also convert $66 million of pre-payable revolver borrowings to long term debt. These borrowings were initially used to fund a $42 million partial redemption of C-1 preferred stock and to complete a $30 million acquisition in the second half of 2023. Moody's expect Pike will continue to make shareholder distributions and periodically redeem preferred shares issued by its parent. In the last several years, Pike made several sizable shareholder distributions, including $125 million in January 2022, $100 million in April 2021 and $60 million in August 2020. Acquisitions have been an integral part of Pike's growth strategy. The recent bolt-on acquisition for $30 million is for a utility service business in Arizona that will help Pike expand geographic footprint. Pike acquired Burford in 2022 and Entregado in 2021. Pike's debt to EBITDA ratio has been in the range of 4x to 5x over the last five years, consistent with the rating requirement. Sales and EBITDA continued positive growth in the first nine months of 2023, despite a challenging macroeconomy and an inflationary environment, thanks to solid demand from its largest customers. However, earnings growth will slow in 2024 relative to 2023 given the effect of higher interest rate on capital spending by utility companies. Pike's cash flow will remain volatile due to the payment pattern for a large project, which contributed to a substantial increase in operating cash flow in the first nine months of 2023 and repayment of all outstanding revolver at the end of September 2023. Pike's credit profile is supported by the favorable industry fundamentals as utilities continue to focus on replacing aging infrastructure, modernizing and expanding the electricity grid and outsourcing more engineering and construction services to third parties. The majority of its sales come from master service agreements, which provide business visibility. Pike's credit profile is constrained by its limited geographic and end market diversity since it mostly provides engineering, maintenance, repair, replacement and upgrade work for electric utilities. It also incorporates its customer concentration and moderate scale. The company operates in the competitive utility and telecom services sector where there is risk of a change in scope, delays and cost overruns in large projects the company takes on from time to time. The stable ratings outlook reflects Moody's expectation that Pike will continue to benefit from favorable industry dynamics and good customer relationships. It also assumes the company will maintain credit metrics that are commensurate with its B2 corporate family rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company increases its scale and geographic diversity and strengthens its cash generating ability as evidenced by FFO/debt increasing to more than 17.5%, while maintaining good margins and a leverage ratio (debt/EBITDA) below 4.0x. A downgrade could occur if deteriorating operating results, debt-financed acquisitions or shareholder distributions result in the company's leverage ratio being sustained above 5.5x, or FFO/debt sustained below 12.5%. A weakening of its liquidity profile could also result in downward pressure. The principal methodology used in these ratings was Construction published in September 2021. Headquartered in Mount Airy, North Carolina, Pike Corporation provides installation, repair and maintenance and storm restoration services for investor-owned, municipal, and cooperative electric utilities and telecommunications companies in the United States. The company provides engineering and design services and constructs and maintains substations, underground and overhead distribution networks and transmission lines. Eric Pike and his affiliates hold approximately 87% of the voting rights and 34% economic interests in the company. Revenue for the twelve months ended December 2022 was approximately $2.5 billion. PIKE CORP: S&P Rates $400MM Senior Unsecured Notes 'B-' ------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '5' recovery rating to Pike Corp.'s proposed approximately $400 million senior unsecured notes due 2031. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. S&P said, "We also raised our issue-level rating on Pike's $253 million upsized revolver and its $730 million existing term loan, to 'BB-' from 'B'. The recovery rating is '1', indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery. We also raised our issue-level rating on its existing senior unsecured notes to 'B-' from 'CCC+'. The recovery rating is '5'. "Pike intends to use the proceeds of the $400 million of senior unsecured notes due 2031 to pay down its existing $297 million existing term loan B and use the remaining for general corporate purposes, including to pay off of outstanding borrowings under its revolving credit facility. We view this proposed transaction as leverage neutral and believe that the reduced senior secured debt burden, results in higher recovery prospects for its remaining senior secured facilities in an event of default. Therefore, we raised our issue-level rating on Pike's senior secured facilities. This also led to higher recovery expectation for its unsecured notes. "The positive outlook on Pike reflects our expectation that the company will show healthy revenue growth and above-average operating margins that will support improving credit metrics with S&P Global Ratings'-adjusted debt to EBITDA trending below 5.0x and free operating cash flow (FOCF) to debt above 5%. Pike's demonstrated solid operating performance in the third quarter of 2023 with earnings benefiting from strong demand from its largest customers and price realization. We believe its credit measures will improve over the next 12-24 months, with support from earnings growth. Additionally, we expect its financial policy will be less aggressive given the reduced ownership of its financial sponsor, Lindsay Goldberg, in the August 2022 refinancing transaction. We expect our S&P Global Ratings'-adjusted debt to EBITDA to remain at about 5.0x in 2023." Key analytical factors -- S&P's simulated default scenario assumes a payment default occurring in 2026 that stems from broader macroeconomic weakness, which leads to a slowdown in outsourcing and reduced or postponed maintenance spending by the company's utility customers. -- This could be further exacerbated if the company is unable to attract and/or retain a skilled labor force, particularly in the event of a severe storm when there is an immediate need to mobilize its employees to provide a timely response. -- This could cause the company to lose key contracts and customers, leading its revenue to decline and reducing its margins. At this point, Pike's cash flow generation would be impaired, its liquidity eroded, and a payment default could occur. -- S&P's other assumptions include an 85% draw on its revolving line of credit. Simulated default assumptions -- Simulated year of default: 2026 -- EBITDA at emergence: $219 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1,040 million -- Secured first-lien debt claims: $917 million. --Recovery expectations: '1' very high recovery (rounded estimate: 95%) -- Total unsecured claims: $1.162 billion --Unsecured recovery expectations: '5' modest recovery (rounded estimate: 10%) PROFESSIONAL DIVERSITY: Receives Noncompliance Notice from Nasdaq ----------------------------------------------------------------- Professional Diversity Network, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company received a letter from Nasdaq notifying the Company that it is not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders' equity of at least $2.5 million. In the Company's Quarterly Report on Form 10-Q for the period ended Sept. 30, 2023, the Company reported stockholders' equity of $2,136,708, which is below the minimum stockholders' equity required for continued listing. Further, as of Nov. 20, 2023, the Company does not meet the alternatives of market value of listed securities or net income from continuing operations. This notification has no immediate effect on the Company's listing on the Nasdaq Capital Market. Nasdaq has provided the Company with 45 calendar days, or until Jan. 5, 2024, to submit a plan to regain compliance with the minimum stockholders' equity standard. If the Company's plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from Nov. 21, 2023 to evidence compliance. The Company is presently evaluating potential courses of action to regain compliance with the Nasdaq minimum stockholders' equity standard and intends to timely submit a plan to Nasdaq to regain compliance with that standard. About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse professionals. The Company operates subsidiaries in the United States including National Association of professional Women (NAPW) and its brand, International Association of Women (IAW), which is one of the largest, most recognized networking organizations of professional women in the country, spanning more than 200 industries and professions. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to comply with the Equal Employment Opportunity Office of Federal Contract Compliance Program. Professional Diversity reported a net loss attributable to the company of $2.60 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the company of $2.75 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $6.83 million in total assets, $4.70 million in total liabilities, and $2.12 million in total stockholders' equity. Oak Brook, Illinois-based Sasetti LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring operating losses, has a significant accumulated deficit, and will need to raise additional funds to meet its obligations and the costs of its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROTERRA INC: $210-Million Sale of Battery Business to Volvo Okayed ------------------------------------------------------------------- Rick Archer of Law360 reports that a Delaware bankruptcy judge Tuesday, Nov. 28, 2023, gave electric-bus maker Proterra Inc. the go-ahead to sell its battery business to Volvo for $210 million after being told the bid was the best offer on the table. About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. Proterra Inc. and Proterra Operating Company, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. In the petition filed by Gareth T. Joyce, as chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $818,773,679 and total debt as of June 30, 2023 of $609,498,207. The Honorable Bankruptcy Judge Brendan Linehan Shannon handles the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP, as counsel; FTI CONSULTING, INC., as financial advisor; and MOELIS & COMPANY, LLC, as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. PROTERRA INC: Gets Final Court Nod for Powered Business Line Sale ----------------------------------------------------------------- Proterra Inc. (OTC: PTRAQ), a leading innovator in commercial vehicle electrification technology, on Nov. 29 disclosed that the Company has received final approval from the U.S. Bankruptcy Court for the sale of the Company's Proterra Powered business line to Volvo Battery Solutions LLC ("Volvo"). Proterra Powered leverages the Company's industry-leading battery technology and expertise to electrify commercial vehicles. The transaction close date is expected to occur in Q1 of 2024. The Sale hearing for Phoenix Motor, Inc.'s ("Phoenix") pending acquisition of the Proterra Transit business line has been moved to December 12, 2023. Proterra Transit is a leading manufacturer of zero-emission, electric transit vehicles serving the North American public transportation market. The sale of the Proterra Energy business line to a group of private funds controlled by Cowen Equity ("CSI") will be consummated through a Chapter 11 Plan of Reorganization upon exit from bankruptcy. Proterra Energy provides fleet operators with a comprehensive set of EV charging solutions to scale zero-emission commercial vehicle fleets, including the Valence fleet and energy management tool. "We are pleased to have reached this important milestone in our Chapter 11 process, and look forward to working with Volvo, Phoenix and CSI to close our pending transactions in the coming weeks," said Gareth Joyce, Proterra CEO. Each transaction is subject to final regulatory approvals and closing conditions. Additional Information All court filings regarding the Chapter 11 sales process, as well as additional information about Proterra's Chapter 11 proceedings are available at https://www.kccllc.net/proterra or by calling call 888-251-3076 for U.S./Canadian calls or 310-751-2617 for international calls. Moelis & Company LLC is acting as the Company's investment banker, FTI Consulting is acting as the Company's financial advisor, and Paul Weiss, Rifkind, Wharton & Garrison LLP is acting as the Company's legal advisor. About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. Proterra Inc. and Proterra Operating Company, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. In the petition filed by Gareth T. Joyce, as chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $818,773,679 and total debt as of June 30, 2023 of $609,498,207. The Honorable Bankruptcy Judge Brendan Linehan Shannon handles the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP, as counsel; FTI CONSULTING, INC., as financial advisor; and MOELIS & COMPANY, LLC, as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. RADIOLOGY PARTNERS: Moody's Cuts CFR to 'Caa3', Outlook Stable -------------------------------------------------------------- Moody's Investors Service downgraded Radiology Partners, Inc.'s ratings, including the Corporate Family Rating to Caa3 from Caa1, the Probability of Default Rating to Caa3-PD from Caa1-PD, the backed senior secured first lien term loan, backed senior secured first lien revolving credit facility and senior secured notes ratings to Caa2 from B3 and the rating on the company's senior unsecured notes to Ca from Caa3. The outlook is maintained at stable. The ratings downgrade reflects increasing refinancing risk due to upcoming debt maturities and likelihood of a transaction that Moody's would consider a distressed exchange. Moody's believes that the company's high leverage and volatile refinancing conditions may challenge the company's ability to address near-term maturities. The $440 million backed senior secured first lien revolving credit facility, which was $335 million drawn at September 30, 2023, expires November 2024. Significant debt maturities in 2025, including the backed senior secured first lien term loan in July 2025 and senior secured notes in December 2025, further complicate the refinancing process. While cash burn has improved recently, Moody's expects liquidity to remain weak over the next 12 to 18 months with modestly positive free cash flow. Moody's believes cash generation, including from a potential arbitration award from a large payor, will be insufficient to repay the revolving credit facility if a refinancing transaction is unsuccessful. Moody's calculates Radiology Partners' debt-to-EBITDA to be approximately 10 times as of September 30, 2023. Moody's expects material deleveraging over the next 12 to 18 months mostly due to earnings growth from ongoing pricing initiatives and new business wins; the cost to support this new business growth will continue to be a significant drag on near-term cash flows. RATINGS RATIONALE Radiology Partners' Caa3 Corporate Family Rating reflects the company's very high financial leverage, weak liquidity, and refinancing risk tied to near-term debt maturities. The rating also reflects risks tied to the company's aggressive growth strategy. The rating is supported by Radiology Partners' dominant position in a fragmented industry as one of the largest radiology practices in the US, diversification by geography and customer type, stable business prospects, and favorable payor mix. The company's debt/EBITDA was approximately 10 times for the twelve months ending September 30, 2023 on a Moody's adjusted basis. Moody's expects the company's leverage will decline materially over the next 12-18 months due to continued new business wins and ongoing pricing initiatives, but also due to a reduction in add-backs that Moody's does not currently adjust for in its leverage calculation. Moody's expects Radiology Partners to have weak liquidity. The company had $57 million of cash and $104 million of availability on its $440 million backed senior secured first lien revolving credit facility at the end of the third quarter of 2023. The backed senior secured first lien revolving credit facility expires November 2024. Moody's expects modestly positive free cash flow in 2024 reflecting improved margins on pricing initiatives, the benefit of cost save initiatives, lower capital expenditures, and a continued decline in cash add-backs. Collection of an arbitration award tied to a payor dispute is not included in Moody's estimates due to uncertainty surrounding the timing of collection. The backed senior secured first lien revolving credit facility and backed senior secured first lien term loan, as well as the senior secured notes, are rated Caa2, one notch above the Caa3 CFR. This reflects the first loss absorption provided by a material amount of junior debt in the form of $637 million unsecured notes, rated Ca. The stable outlook reflects Moody's view that the default probability is appropriately captured at the current rating level. ESG CONSIDERATIONS Radiology Partners' CIS-5 indicates that 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-4. Radiology Partners is exposed to governance considerations (G-5) and social risks (S-4). Governance considerations reflect the company's sustained high financial leverage and track record of debt-funded growth. Social risk reflects the company's exposure to human capital and reliance on a highly skilled workforce of radiologists and exposure to labor shortages and wage inflation. The company is also exposed to changes in reimbursement rates by its payors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Radiology Partners successfully refinances its capital structure, extending maturities, and materially improving liquidity. Ratings could also be upgraded if the prospects for a transaction that Moody's would deem a distressed exchange or default were to decrease. The ratings could be downgraded if the company defaults on its financial obligations or estimated recovery declines. Headquartered in El Segundo, CA, Radiology Partners, Inc. is one of the largest radiology practices in the U.S. The company's services include diagnostic and interventional radiology. Radiology Partners, Inc. employs over 3,600 radiologists that provide services to over 3,260 hospitals and outpatient facilities across all 50 states. The company is 19.6% owned by New Enterprise Associates, 10.0% by Future Fund, 31.6% by Whistler and the rest by physicians, management and other investors. The company's LTM revenues were approximately $2.9 billion as of September 30, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. RESIDENTS FIRST: Deborah Fish Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Deborah Fish, Esq., managing partner at Allard & Fish, P.C., as Subchapter V trustee for Residents First, LLC. Ms. Fish will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Fish declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Deborah L. Fish, Esq. Allard & Fish, P.C. 1001 Woodward Ave., Ste. 850 Detroit, MI 48226 Phone: (313) 961-6141 Email: dfish@allardfishpc.com About Residents First Residents First, LLC manages six separate manufactured mobile housing communities. It handles all leasing, rent collection, maintenance, landscaping, utilities, customer relations, and all other aspects relating to maintenance and management of the communities. Residents First filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-49817) on Nov. 8, 2023, with up to $100,000 in assets and up to $1 million in liabilities. Ara J. Darakjian, managing member, signed the petition. Judge Mark A. Randon oversees the case. Ryan D. Heilman, Esq., at Heilman Law, PLLC, represents the Debtor as bankruptcy counsel. SCHON ELISE: Unsecured Claims, If Any, to Recover 100% ------------------------------------------------------ Schon Elise, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a First Proposed Disclosure Statement to accompany Plan of Reorganization dated November 21, 2023. The Debtor was formed on May 23, 2018 by Heath and Patricia Wills and Dustin Belinski for the purpose of investing in commercial real property. On June 13, 2018, Schon Elise purchased two adjacent parcels of real property namely 8876 Spanish Ridge Avenue, Las Vegas, Nevada 89148 (Lot 1-21), APN 163-29-712-024, which is primarily built out and used for office purposes, and an adjacent lot, APN 163-29-712-023, which is primarily built out and used for laboratory work. On September 29, 2021 a state court receiver, William Holland, was imposed over Bandar Enterprises, LLC. Mr. Holland abruptly and without notice ceased paying rent to Schon Elise and subsequently shut down Bandar's operations without explanation. These events, in turn, deprived Debtor of the cash flow necessary to meet its obligations to secured creditor Bank of the West culminating in Bank of the West initiating a foreclosure of its deed of trust. This chapter 11 was then filed to stop the foreclosure and seek reorganization of the debt owed to Bank of the West. Debtor has entered into a contract to sell Lot 1-21, APN 163-29-712-024 for the sale price of $1,250,000.00. Wills' bankruptcy trustee Robert Atkinson filed an objection to the Motion on October 4, 2023. Hearing on the motion was continued to November 8, 2023. At the continued hearing on November 8, 2023, any remaining objections were over-ruled and the sale was approved. This proposed disclosure statement will be amended to indicate whether the sale closed and when. Debtor's business remains currently focused on liquidation of equity in its real property holdings. Debtor's cash flow is non-existent and is not relied upon or relevant to its reorganization efforts. Class B-1 consists of all Unsecured Allowed Claims. There are no unsecured claims. In the event they are deemed to exist, Class B Allowed Claims shall be paid in an amount equal to 100% of the Allowed Claim, without interest, on or before 60 days from the effective date. Class C consists of allowed claims held by insiders. This class is comprised of the $368,413.00 claim held by Dustin Industries for construction and maintenance at the Real Property. The Insider Claim of Dustin Industries shall not be paid through this proposed plan or reorganization but shall be assumed by and remain valid against the Reorganized Debtor. All equity interests will be cancelled. Any member who makes a cash contribution will receive a membership interest in Schon Elise commensurate with the amount of the new capital contribution. It is anticipated that only Dustin Belinski will contribute new cash, then he will become 100% owner of the reorganized debtor. Assuming the sale of the 024 parcel closes, it is estimated that $1,200,000 in new cash will be needed to payoff the balance owed to Bank of the West, administrative fees and any other obligations owed under the Proposed Plan. If the sale of the 024 parcel does not close for any reason, it is estimated that $2,400,00 in new cash will be needed t payoff the balance owed to Bank of the West, administrative fees and any other obligations owed under the Proposed Plan. A full-text copy of the First Proposed Disclosure Statement dated November 21, 2023 is available at https://urlcurt.com/u?l=c23cIt from PacerMonitor.com at no charge. Attorney for Debtor: David Mincin, Esq. Mincin Law, PLLC 7465 W. Lake Mead Boulevard, #100 Las Vegas, NV 89128 Tel: (702) 852-1957 Email: dmincin@mincinlaw.com About Schon Elise Las Vegas-based Schon Elise, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Schon Elise filed its voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 23-12086) on May 24, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Heath Wills, manager, signed the petition. Judge Mike K. Nakagawa oversees the case. David Mincin, Esq., at Mincin Law, PLLC, is the Debtor's bankruptcy counsel. SILVER TRIDENT: Wins Cash Collateral Access Thru Dec 31 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Silver Trident Distributions LLC d/b/a C & B Chemical, to use cash collateral on an interim basis in accordance with the budget, through December 31, 2023. The Court said the Debtor's use of cash collateral is permitted so long as the Debtor remains cash positive (positive net cash flow) for any given month in the case. Live Oak Bank, On Deck Capital, Inc., Rapid Finance, and IOU Financial assert an interest in the Debtor's cash collateral. As adequate protection, Live Oak Bank is granted a replacement lien on cash collateral pursuant to 11 U.S.C. Section 361. The Debtor will pay $4,000 per month to Live Oak Bank as additional adequate protection pursuant to 11 U.S.C. Section 361. Adequate protection payments are due on the 15th of each month beginning July 15, 2023 and continuing monthly thereafter until the effective date of any confirmed plan. A hearing on the matter is set for January 4, 2024 at 10:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=7kG6aC from PacerMonitor.com. The Debtor projects $79,598 in total income and $46,071 in total expenses. About Silver Trident Distributions LLC Silver Trident Distributions LLC owns a one-stop shop for all auto detailing chemicals including waxes, polishes, and sealants. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32141) on June 7, 2023. In the petition signed by Virendra A. Patel, owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Jeffrey P. Norman oversees the case. Michael L. Hardwick, Esq., at Michael Hardwick Law, PLLC, represents the Debtor as legal counsel. SORRENTO THERAPEUTICS: Shareholders Seek Discovery Amid Jones Issue ------------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that Sorrento Therapeutics Inc. shareholders are pressing for information about the involvement in its bankruptcy of a lawyer in a romantic relationship with the judge who previously oversaw the Chapter 11 case. The request relates to attorney Elizabeth Freeman, who's been in a long-term relationship with former bankruptcy judge David R. Jones, according to papers filed Monday, Nov. 20, 2023, in the US Bankruptcy Court for the Southern District of Texas. Freeman previously worked for Jackson Walker, which represents Sorrento in its bankruptcy, alongside Latham & Watkins. The calls for information came the same week Sorrento is scheduled to appear before Judge Christopher Lopez. About Sorrento Therapeutics Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/ -- is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM) library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions, including COVIMARK(TM). Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of $1 billion and liabilities of about $235 million as of Feb. 10, 2023. Judge David R. Jones originally oversaw the cases. The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel; Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin Y. Meghji, managing partner at M3, serves as the Debtors' chief restructuring officer. Stretto Inc. is the claims, noticing and solicitation agent. Norton Rose Fulbright US, LLP and Milbank, LLP represent the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig, LLP serve as the equity committee's bankruptcy counsel. STAR ALLIANCE: Signs MOU to Acquire IDC Energy Mining Claim ----------------------------------------------------------- Star Alliance International Corp disclosed in a Form 8-K filed with the Securities and Exchange Commission that it signed a Memorandum of Understanding ("MOU") with IDC Energy, LLC outlining the intention for STAL to acquire the mining claim owned by IDC. The basis of this agreement is as follows: 1. Star has made an offer to purchase the lease and all the rights associated with that lease from IDC for a total price of $12,500,000. 2. STAR will pay $2,500,000 as an initial payment with the balance to be agreed at the time of the finalization of definitive documents. 3. IDC has agreed to assign the lease to STAR upon receipt of the first $2,500,000. 4. STAR has confirmed that it will mine the property using its Genesis gold extraction system. 5. Both parties understand that this MOU is not binding upon either party, at this time, but is the basis for a definitive agreement. 6. During the term of this MOU, IDC agrees to give STAR first right of refusal in the event that any other party makes an offer for the lease, as long as STAR meets the terms offered by the other party. About Star Alliance Headquartered in Las Vegas, NV, Star Alliance International Corp. is an exploration-stage company that focuses on acquisition and development of gold mining and other mining properties worldwide, environmentally safe technologies both in mining and other business areas. As of Oct. 13, 2023, the Company has not commenced its mining operations. The Company anticipates starting its mining operations in 2024. The Company is also exploring acquisitions of assets or majority interests in companies related to artificial intelligence technology and in the fintech arena acquiring proprietary software technology. Denver, Colorado-based Gries & Associates, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Oct. 12, 2023, citing that the Company has incurred losses since inception of $25,547,794. For the year ended June 30, 2023, the Company had a net loss of $10,489,394. These factors create an uncertainty as to the Company's ability to continue as a going concern. SUNCOKE ENERGY: Moody's Affirms 'B1' CFR, Outlook Remains Positive ------------------------------------------------------------------ Moody's Investors Service has affirmed SunCoke Energy, Inc.'s B1 corporate family rating, B1-PD probability of default rating and a B1 rating of senior secured 1st lien notes due 2029, and maintained the positive outlook. The Speculative Grade Liquidity Rating remains SGL-2. RATINGS RATIONALE The rating action reflects SunCoke's consistent operating and financial performance, strong credit metrics as well as the uncertainty around the potential acquisition of the Granite City steel mill in light of the Strategic Alternatives Process initiated by U.S. Steel and SunCoke's Granite City coke supply contract that is set to expire in 2024. SunCoke's B1 corporate family rating reflects its moderate leverage and relative earnings stability offered by its long-term take-or-pay contracts with pass-through provisions, offset by potential event risk related to high customer concentration and the company's exposure to the volatile steel and coal industries. The ratings acknowledge the strength of SunCoke's relationships with its steelmaking customers, which despite the headwinds faced by the steel industry in the past, either continued to take the contracted deliveries, made make-whole payments to the company or demonstrated willingness to extend the contracts on largely similar terms in exchange for coke supply relief. The company's coke supply contracts allow for pass-through, with some variation in contract structure, of most costs, including metallurgical coal, the principal raw material input and the largest cost component in the coke-making process. The ratings also acknowledge that the company's portfolio of efficient and technologically advanced coke batteries gives it a distinct competitive advantage over other aging cokemaking facilities in North America that are likely to continue to close due to environmental challenges and rising costs. Despite challenging industry conditions in 2020, SunCoke was able to renew and extend its contracts with key customers AK Steel and ArcelorMittal USA (now both part of Cleveland-Cliffs Inc. (Ba2 stable)) to 2025 in exchange for a relief on a portion of volumes. SunCoke agreed to combined Haverhill I and Jewell supply reductions of 470kt of coke in 2021 and 870kt in 2022-2025. The company also signed a 5-year take-or-pay contract with Algoma Steel Inc. in 2021 to supply coke from its Haverhill I facility through 2026, with an average annual volume of 150kt. More recently, SunCoke extended the Indiana Harbor coke supply agreement with Cleveland-Cliffs, that was due to expire in October 2023, by 12 years to 2035 on similar terms for key provisions. The agreement is the largest agreement for SunCoke by cokemaking capacity (1.22 million tons). The extension of domestic coke supply agreements brought total contracted domestic coke volumes to about 3.54 million tons and removed the contract non-renewal and restructuring risks until December 2024. The remaining 705kt metallurgical coke-equivalent capacity is being used to produce met coke for the spot market and foundry coke for the domestic market, where the company is gaining market share. SunCoke generated $268 million in Moody's-adjusted EBITDA in the LTM ended September 30, 2023 and $140 million in free cash flow (after dividends). In 2023, the company reduced its borrowings by an additional $38 million, which followed the debt repayment of $83 million in 2022 and $64 million in 2021. This material gross debt reduction enabled the company to mitigate the impact of lower earnings and to maintain its modest leverage profile with Moody's-adjusted Debt/EBITDA ratio staying below 2x (1.9x as of September 30, 2023). Moody's anticipates that SunCoke's cokemaking and logistics businesses will continue to benefit from the ongoing domestic merchant and captive foundry and coke plant closures, the take-or-pay agreement between the Convent Marine Terminal and Javelin Global Commodities (UK) Ltd in 2023 and 2024, balancing the softer dynamics of the met and thermal coke export markets. Moody's expects SunCoke to maintain its strong operating and financial performance in 2024. Moody's estimates that SunCoke will generate EBITDA, as adjusted by Moody's, in the range of $235-245 million and free cash flow (after dividend payments) in the range of $60-70 million, with leverage ticking up to 2.0-2.2x. Moody's forecasts assume that U.S. Steel will continue to take and pay for the coke produced by SunCoke's Granite City coke plant notwithstanding the idling of U.S. Steel's Granite City steel mill, or make make-whole payments to SunCoke. Moody's forecasts are also highly contingent on the resolution of U.S. Steel's Strategic Alternatives Process and, if executed, the terms of potential sale of the Granite City steel mill to SunCoke as there is a significant uncertainly around the final purchase consideration, the capital cost to repurpose blast furnaces and to build a new pig iron plant. The positive outlook reflects material improvement in SunCoke's credit profile in the last few years, the company's consistently strong operating and financial performance and Moody's expectations that SunCoke will continue to generate positive free cash flow and maintain credit metrics commensurate with a higher rating in the next 12-18 months. SunCoke's SGL-2 speculative grade liquidity rating reflects its good liquidity position, supported by $126 million in cash as of September 30, 2023 and full availability under the $350 million revolving credit facility (unrated) maturing in 2026. Moody's expect SunCoke to generate $60-70 million in free cash flow (after dividend payments) in 2024. Moody's expect the company to remain in compliance with the restrictive financial covenants under the credit agreement, which include a maximum consolidated leverage ratio of 4.50x and a minimum consolidated interest coverage ratio of 2.50x. The B1 rating on the senior secured notes due 2029, pari passu with the revolving credit facility and on par with the B1 CFR, reflects their position in the capital structure given the first lien claim on substantially all of the company's assets and the guarantors' existing and future assets, with certain exception of non-guarantor restricted and unrestricted subsidiaries which will include the company's international subsidiaries and the Indiana Harbor Coke Company, LP. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would be considered after the uncertainties around the Granite City coke contract that expires in 2024 and the potential acquisition of the Granite City steel mill are resolved favorably. Additional considerations for the upgrade include the company sustaining strong credits metrics and good liquidity, maintaining or improving its position in the domestic foundry market or exporting coke on a more sustained basis to supplement, if required, coke sales under the long-term take-or-pay contracts with domestic steelmakers. Quantitatively, the ratings could be upgraded if Debt/ EBITDA, as adjusted by Moody's, were expected to sustain below 2.5x on a sustained basis. The ratings could be downgraded if liquidity were to deteriorate or if Debt/ EBITDA, as adjusted, were expected to exceed and be sustained above 4.0x. The principal methodology used in these ratings was Steel published in November 2021. SunCoke Energy, Inc. is the largest independent US based producer of coke, a key ingredient in the production of steel in blast furnace steel operations. The company owns and operates five metallurgical coke making facilities in the US, and also operates a coke making facility in Brazil on behalf of ArcelorMittal (Baa3 stable). The company's logistics business comprised of 3 terminals, provides handling and mixing services to steel, electric utility, coke and coal producing and other manufacturing companies. The company generated about $2.1 billion in revenues in the LTM ended September 30, 2023. TDC GROUP: Commences Subchapter V Case Pro Se --------------------------------------------- TDC Group Inc. filed for chapter 11 protection without the assistance of counsel. According to court filing, the Debtor reported between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for Dec. 18, 2023 at 10:00 AM. The meeting will be held telephonically. Please dial 1-866-775-6845 and enter the code 4751660# to join. About TDC Group Inc TDC Group Inc. provides commercial support services. TDC Group Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-54084) on Nov. 22, 2023. In the petition filed by Jesse J. Brown, Jr., as president, the Debtor reported assets between $50,000 and $100,000 and liabilities between $1 million and $10 million. Matthew T. Schaeffer has been appointed as Subchapter V trustee. TIMBER PHARMA: Commences NYSE American Delisting Proceedings ------------------------------------------------------------ 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, on Nov. 29 disclosed that the staff of NYSE Regulation (the "NYSE Regulation") has determined to immediately suspend trading in the Company's common stock from NYSE American, LLC (the "NYSE American"). As previously disclosed, the NYSE Regulation notified Timber on November 21, 2023 that, as a result of the voluntary bankruptcy petitions filed under Chapter 11 of the United States Bankruptcy Code by the Company and certain of its subsidiaries on November 17, 2023, it would commence delisting proceedings of Timber's common stock from the NYSE American pursuant to Section 1003(c)(iii) of the NYSE American Company Guide. The Company did not appeal the determination. As a result, trading of the Company's common stock was suspended at the opening of business on November 29, 2023. Also on November 29, 2023, a Form 25-NSE was filed with the Securities and Exchange Commission ("SEC"), which will remove the Company's securities from listing and registration on the NYSE American. Once the delisting from the NYSE American takes effect, the Company's common stock is expected to begin trading on the over-the counter ("OTC") market. On the OTC market, shares of the Company's common stock, which previously traded on the NYSE American under the symbol "TMBR", are expected to trade under the symbol "TMBRQ". 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., and Martin Beeler, Esq., at COVINGTON & BURLING LLP; and Patrick J. Reilley, Esq., at COLE SHOTZ P.C. VESTTOO LTD: Creditors' Committee Files Liquidating Plan -------------------------------------------------------- The Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan of Liquidation for Vesttoo Ltd. and its affiliates dated November 21, 2023. The Debtors were founded in 2018 in Israel and subsequently expanded to New York, London, Hong Kong, Seoul, Tokyo, and Dubai. The foundation of their business is a fintech platform built to connect global insurance markets with the global capital markets. The Debtors' AI-powered technologies analyze and build risk models from the large volumes of complex data associated with insurance liabilities to offer access to a range of products, such as property and casualty risks and life and health risks. In light of these events and the pressures created by the LOC crisis, Vesttoo's board decided to file these Chapter 11 Cases to obtain the benefits of the automatic stay to give it the breathing spell its needs to complete its investigation, take remedial action to ensure that wrongdoers within the Company are removed, and those outside the Company are identified and appropriate remedies pursued. In accordance with the provisions of this Combined Disclosure Statement and Plan, the Wind Down Agreement, and the Liquidating Trust Agreement, the Wind Down Officer and Liquidating Trustee will marshal the remaining assets of the Debtors' Estates, including prosecution and recovery of the Liquidating Trust Claims (including certain Contributed Non-Estate Causes of Action), review and reconcile Claims, and make Distributions from the Liquidating Trust Assets and the proceeds thereof to Holders of certain Allowed Claims, consistent with the provisions of the Bankruptcy Code. Class 3 consists of all General Unsecured Claims. In full and final satisfaction of each General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata Share of the Class 3 Liquidating Trust Interests subject to adjustment to account for all Contributing Creditors who make a Contribution Election pursuant to subsection (c) hereof. Each Holder of a Class 3 General Unsecured Claim shall have the right to contribute and assign such Holder's Non-Estate Causes of Action to the Liquidating Trust by submitting a duly executed Election Form for Contributing Creditors so that such Election Form for Contributing Creditors is actually received by the Plan Proponent or the Liquidating Trustee, as applicable, on or prior to the Contribution Election Deadline; provided, however, the Liquidating Trustee shall have the discretion, but shall not be required, to accept the contribution and assignment of Non-Estate Causes of Action after the Contribution Election Deadline. By making a Contribution Election, the Contributing Creditor agrees that, subject to occurrence of the Effective Date and the formation of the Liquidating Trust, it will be deemed, without further action, (i) to have absolutely, unconditionally, and irrevocably contributed and assigned its Non-Estate Causes of Action to the Liquidating Trust effective as of the applicable Contribution Election Effective Date and (ii) to have agreed to execute any documents requested to memorialize the Contribution of such Contributing Creditor's Non-Estate Causes of Action. In exchange for contributing and assigning its Non-Estate Causes of Action to the Liquidating Trust, each Contributing Creditor shall have its Pro Rata Share of Class 3 Liquidating Trust Interests increased by the Contributing Creditor Enhancement Multiplier. Class 3 is Impaired. Class 3A consists of all Convenience Claims. In full and final satisfaction of each Convenience Claim, each Holder of an Allowed Convenience Claim will receive payment in Cash, payable on the later of the Effective Date and the date that is ten Business Days after the date on which such Convenience Claim becomes an Allowed Claim, in the amount of the lesser of (i) 15% of the Allowed amount of such Convenience Claim and (ii) such Holder's Pro Rata Share of the Convenience Class Pool. On the Effective Date, (i) all Interests, other than Intercompany Interests, shall be deemed cancelled, extinguished, and of no further force or effect; and (ii) all Intercompany Interests shall, at the option of the Wind Down Officer, (a) be deemed canceled, extinguished and of no further force or effect, or (b) be reinstated for administrative convenience solely to the extent necessary to maintain the Debtors' corporate structure post Effective Date, provided that the Holders of Interests shall not be entitled to receive or retain any property on account of such Interest. Inasmuch as the Debtors' Assets will be liquidated and the Combined Disclosure Statement and Plan provides for the distribution of all of the Cash proceeds of the Debtors' Assets to Holders of Claims that are Allowed as of the Effective Date in accordance with the Combined Disclosure Statement and Plan, for purposes of this test, the Plan Proponent has analyzed the ability of the Liquidating Trustee to meet its obligations under the Combined Disclosure Statement and Plan. Based on the analysis, the Liquidating Trustee will have sufficient assets to accomplish its tasks under the Combined Disclosure Statement and Plan. Therefore, the Plan Proponent believes that the liquidation pursuant to the Combined Disclosure Statement and Plan will meet the feasibility requirements of the Bankruptcy Code. On the Effective Date, the Wind Down Officer and the Wind Down Advisory Board shall be appointed without any further action. The duties, powers, and obligations of the Wind Down Officer shall be set forth in the Wind Down Agreement. Among other things, the Wind Down Officer shall be responsible for implementing the Plan with oversight by the Wind Down Advisory Board, including, without limitation, monetizing or abandoning all Remaining Assets of the Wind Down Debtors and contributing the proceeds of Remaining Assets to the Liquidating Trust. As provided in the Wind Down Agreement, subject to the consent and approval of the Wind Down Advisory Board, the Wind Down Officer shall liquidate the Remaining Assets and transfer all proceeds thereof to the Liquidating Trust. If the Wind Down Officer deems it to be in the best interests of the Wind Down Debtors and the Liquidating Trust, subject to the consent and approval of the Wind Down Advisory Board, the Wind Down Officer shall transfer any Remaining Assets to the Liquidating Trust for liquidation by the Liquidating Trustee. Subject to the consent and approval of the Wind Down Advisory Board, the Wind Down Officer shall contribute available Cash to the Liquidating Trust at such times and in such amounts as the Wind Down Officer and Liquidating Trustee deem necessary and appropriate to enable the Liquidating Trustee to administer the Liquidating Trust Assets and carry out its duties under the Liquidating Trust Agreement and the terms of this Combined Disclosure Statement and Plan. A full-text copy of the Combined Disclosure Statement and Plan dated November 21, 2023 is available at https://urlcurt.com/u?l=WVp8WN from PacerMonitor.com at no charge. Counsel for the Official Committee of Unsecured Creditors: Dennis A. Meloro, Esq. Anthony W. Clark, Esq. GREENBERG TRAURIG, LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801 Phone: (302) 661-7000 Email: melorod@gtlaw.com anthony.clark@gtlaw.com About Vesttoo Ltd Vesttoo Ltd. is a technology-driven collateralized reinsurance provider in Tel Aviv, Israel. It connects the insurance industry with the capital markets by combining AI-powered technology with expertise in data science, insurance and finance. Vesttoo and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. (Lead Case No. 23-11160) on August 14 and 15, 2023. The Honorable Bankruptcy Judge Mary F. Walrath oversees the case. The Debtors tapped DLA Piper, LLP (US) as legal counsel and Kroll, LLC as financial advisor. Epiq Corporate Restructuring, LLC is the claims and administrative agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Greenberg Traurig, LLP as legal counsel and Alvarez & Marsal North America, LLC as financial advisor. VIDEO RIVER: Incurs $77,188 Net Loss in Third Quarter ----------------------------------------------------- Video River Networks, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $77,188 on $(18,791) of total revenue for the three months ended Sept. 30, 2023, compared to net income of $493,596 on $1.04 million of total revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported net income of $658,146 on $1.13 million of total revenue, compared to net income of $2.07 million on $3.28 million of total revenue for the same period a year ago. As of Sept. 30, 2023, the Company had $4.33 million in total assets, $676,156 in total liabilities, and $3.65 million in total stockholders' equity. Video River stated, "As of September 30, 2023, the Company had a cash balance of $19,456 (i.e. cash is used to fund operations). The Company does believe our current cash balances will be sufficient to allow us to fund our operating plan for the next twelve months. However, our ability to continue as a going concern is still dependent on us obtaining adequate capital to fund operation or maintaining consecutive quarterly profitability. If we are unable to obtain adequate capital, or maintaining consecutive quarterly profitability, we could be forced to cease operations or substantially curtail its drug development activities. These conditions could raise substantial doubt as to our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1084475/000149315223040413/form10-q.htm About Video River Headquartered in Torrance, California, Video River Networks, Inc. is a technology holding firm that operates and manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics ("EV-AI-ML-R") assets, businesses and operations in North America. The Company's current and target portfolio businesses and assets include operations that design, develop, manufacture and sell high-performance fully electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies NIHK's current technology-focused business model is a result of its board resolution on Sept. 15, 2020 to spin-in/off its specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company. Newhall, California-based DylanFloyd Accounting & Consulting, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2023, citing that the Company has an accumulated deficit of $16,394,409 for the year ended Dec. 31, 2022. These factors raise substantial doubt about the Company's ability to continue as a going concern. VIRGINIA REAL ESTATE: Court OKs Cash Access Thru April 2024 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia authorized Virginia Real Estate Services and Rentals, LLC to use cash collateral on an interim and final basis in accordance with the budget and its agreement with First Bank, through April 30, 2024. As security for repayment of an indebtedness in the aggregate amount of approximately $279,694, First Bank, N.A. holds a lien on certain properties of the Debtor. Pursuant to 11 U.S.C. Section 552(b)(l), the First Bank Lien extends to all rents, issues, profits, and other income generated by the First Bank Real Property, and the Income constitutes cash collateral, as defined in 11 U.S.C. Section 363(a). As adequate protection, First Bank is granted security interests in all proceeds, profits and rents of the First Bank Real Property acquired by the Estate after the commencement of the case: (a) to the extent of cash collateral actually expended; (b) on the same postpetition assets and in the same order of priority as currently exists between the Debtor and First Bank; and (c) with the Debtor's full reservation of rights with respect to the validity of the liens/assignments. The Debtor will make interest only payments monthly beginning in November, 2023, in the amounts and by the due dates reflected below, with the exception of those payments that will have come due prior to the entry of the Order which must be paid within 3 days of the entry of the Order. The Debtor's right to use cash collateral will cease automatically upon: (i) the entry of an Order appointing a Chapter 11 trustee or examiner in the case; (ii) the conversion of the Chapter 11 case to a proceeding under Chapter 7 of the Bankruptcy Code; (iii) the granting of stay relief in favor of First Bank or any other party that claims an interest in the First Bank Real Property; or (iv) the failure of the Debtor to make the required Monthly Interest Payments after being provided notice of such default and failing to cure such default within 7 days of the notice. A copy of the order is available at https://urlcurt.com/u?l=oc9sId from PacerMonitor.com. About Virginia Real Estate Services Virginia Real Estate Services and Rentals LLC is primarily engaged in renting and leasing real estate properties. Virginia Real Estate Services and Rentals LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 23-50486) on October 16, 2023. In the petition signed by Dale King, as manager and sole member, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. Judge Rebecca B. Connelly oversees the case. The Debtor is represented by H. David Cox, Esq. at Cox Law Group, PLLC. VISTA CLINICAL: Court OKs Cash Collateral Access on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Vista Clinical Diagnostics, LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The court said Lake City Medical Properties, LLC will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as its respective prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The replacement lien(s) granted will secure all obligations owing from the Debtor to the Lender. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=S3DaLw from PacerMonitor.com. The Debtor projects total cash disbursement, on a monthly basis, as follows: $1,773,307 for December 2023; $2,007,640 for January 2024; $2,170,208 for February 2024; and $2,365,116 for March 2024. About Vista Clinical Diagnostics, LLC Vista Clinical Diagnostics, LLC is an independent laboratory offering a complete compendium of clinical laboratory testing capabilities, including microbiology, PCR molecular biology & surgical pathology. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04109) on October 2, 2023. In the petition signed by Davian S. Santana, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. R.Scott Shuker, Esq., at Shuker & Dorris, PA, represents the Debtor as legal counsel. VOYAGER DIGITAL: $1.6-Billion FTC Settlement Approved ----------------------------------------------------- Emily Lever of Law360 reports that a New York federal judge has approved a settlement ordering bankrupt cryptocurrency lender Voyager Digital and its ex-CEO to pay $1.65 billion for misleading investors about the safety of their money prior to the firm's collapse. The Federal Trade Commission on Oct. 12, 2023, announced a settlement with bankrupt crypto company Voyager that will permanently ban it from handling consumers' assets and is filing suit against its former CEO, Stephen Ehrlich, for falsely claiming that customers' accounts were insured by the Federal Deposit Insurance Corporation (FDIC) and were "safe," even as the company was approaching an eventual bankruptcy. The complaint also names Stephen Ehrlich's wife, Francine Ehrlich, as a relief defendant. In the federal court complaint, the FTC charges that from at least 2018 until it declared bankruptcy in July 2022, Voyager used promises that consumers’ deposits would be "safe" to entice them to hand over their funds. When the company failed, consumers lost access to significant assets they had saved, including ongoing salary deposits, college tuition funds, and down payments for homes, according to the complaint, which notes that consumers were locked out of their cash accounts for more than a month and lost more than $1 billion in crypto assets. "Consumers reported over $1.4 billion in losses to cryptocurrency scams in the last year, and the FTC continues to crack down on those who lie to consumers about these risky assets," said Samuel Levine, Director of the FTC's Bureau of Consumer Protection. "This action reminds companies and individuals: don’t play fast and loose with claims about FDIC insurance." The recently approved settlement with Voyager and its affiliates will permanently ban the companies from offering, marketing, or promoting any product or service that could be used to deposit, exchange, invest, or withdraw any assets. The companies also agreed to a judgment of $1.65 billion, which will be suspended to permit Voyager to return its remaining assets to consumers in the bankruptcy proceedings. Former executive Stephen Ehrlich has not agreed to a settlement and the FTC's case against him will proceed in federal court. According to the complaint, Voyager enticed consumers to deposit cash and cryptocurrency with the company based on assurances that their assets were especially safe on the platform. The company offered incentives to consumers who converted the cash they deposited into a cryptocurrency called USD Coin, a so-called "stablecoin" that claims to track the value of the U.S. dollar. The company's marketing included direct promises about the safety of consumers' deposits. One example cited in the complaint included the line "YOUR USD IS FDIC INSURED". Voyager, however, is not a bank or financial institution, and the deposits consumers made with Voyager were not eligible to be insured by the FDIC. The complaint notes that the FDIC does not insure crypto assets at all, and consumers' cash deposits were actually placed in an account held by Voyager at a traditional bank that also issued debit cards on behalf of Voyager. Consumers' cash was only protected if that bank itself failed, and their cryptocurrency wasn't protected at all. The complaint notes that Voyager was aware that the company's claims could mislead consumers. The bank where Voyager deposited consumers' funds contacted the company in 2021 saying the claims were "potentially misleading." A bank representative went on to say that "a reasonable consumer could conclude that his USDC [USD Coin] held with Voyager is FDIC-insured." While Voyager made some changes to its cardholder agreement, the complaint notes that the company continued its misleading advertisements. The company only removed the FDIC claims from its advertising after receiving a cease-and-desist letter from the FDIC. Ehrlich himself, in a June 2022 letter to Voyager customers, reassured them of the company’s stability, claimed it was "well-capitalized and positioned to weather the bear market," and said that consumers' funds were "as safe with us as at a bank." Two weeks later, the company froze consumers' access to their accounts. The FTC staff complaint alleges that Voyager and Stephen Ehrlich violated the FTC Act's prohibition on deceptive practices and the Gramm-Leach-Bliley Act's prohibition on obtaining a customer's financial information through false, fictitious, or fraudulent statements. The complaint also alleges that Stephen Ehrlich transferred millions of dollars to his wife Francine, including funds that can be traced directly to the alleged unlawful conduct. In addition to banning Voyager and its affiliated companies from handling consumers' assets, the proposed settlement prohibits the companies from misrepresenting the benefits of any product or service; from making false, fictitious, or fraudulent representations to any customer of a financial institution in order to obtain or attempt to obtain their financial information; and from disclosing nonpublic personal information about consumers without their express consent. The Commission voted 3-0 to file a complaint against Voyager and its affiliated companies, Stephen Ehrlich, and relief defendant Francine Ehrlich and to approve a stipulated order with Voyager and its affiliated companies. The complaint was filed in the U.S. District Court for the Southern District of New York. In a parallel action, on October 12, the Commodity Futures Trading Commission separately charged Ehrlich with fraud and registration failures. About Voyager Digital Holdings Based in Toronto, Canada, Voyager Digital Holdings Inc. -- https://www.investvoyager.com/ -- ran a cryptocurrency platform. Voyager claimed to offer a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provided crypto payment solutions for both consumers and merchants around the globe. Voyager Digital Holdings Inc. and two affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10943) on July 5, 2022. In the petition filed by Stephen Ehrlich, chief executive officer, the Debtors estimated assets and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; Consello Group as strategic financial advisor; Deloitte Tax, LLP as tax services provider; andDeloitte & Touche, LLP as accounting advisor. Stretto, Inc., is the claims agent. On July 19, 2022, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as bankruptcy counsel; FTI Consulting, Inc. as financial advisor; Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq Corporate Restructuring, LLC, as noticing and information agent. The committee also tapped the services of Harney Westwood & Riegels, LP, in connection with Three Arrows Capital Ltd.'s liquidation proceedings in British Virgin Islands. On July 6, 2022, the Debtors filed a joint Chapter 11 plan of reorganization. * * * Following an auction process, the Debtors in September 2022 selected the bid submitted by FTX US' West Realm Shires Inc. as the winning bid for the assets. But after a series of events, FTX collapsed in November 2022, before the sale could be completed. After reopening bidding, Voyager Digital selected the offer from U.S. exchange BAM Trading Services Inc. (doing business as "Binance.US") as the highest and best bid for its assets. Binance'sbid is valued at $1.022 billion. In April 2023, Binance.US called off its deal to buy assets of bankrupt crypto lender Voyager Digital, citing a "hostile and uncertain regulatory climate." VYCOR MEDICAL: Incurs $52K Net Loss in Third Quarter ---------------------------------------------------- Vycor Medical, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $51,904 on $308,593 of revenue for the three months ended Sept. 30, 2023, compared to a net loss of $114,807 on $309,969 of revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported net income of $23,364 on $1.15 million of revenue, compared to a net loss of $288,369 on $951,725 of revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $1.05 million in total assets, $4.28 million in total liabilities, and a total stockholders' deficiency of $3.23 million. Vycor stated, "The Company has incurred losses since its inception, including a net loss available to common stockholders of $301,006 for the nine months ended September 30, 2023 and since inception has not generated sufficient positive cash flows from operations, although did generate positive cash flows from operations for the nine months ended September 30, 2023. As of September 30, 2023 the Company had a working capital deficiency of $458,274, excluding related party liabilities of $2,947,050. These conditions, among others, raise substantial doubt regarding our ability to continue as a going concern. "The Company is executing on a plan to achieve a reduction in cash operating losses. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. ("EuroAmerican"), together with accrued interest of $460,798 which has a maturity date of December 31, 2023, having been extended on a number of occasions from its initial due date of June 11, 2011. At this time, it is not known whether any further extension of the note beyond December 31, 2023 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through November 30, 2024 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Fountainhead Capital Management Limited ("Fountainhead"), the Company's largest shareholder, has provided working capital funding to the Company on an as-needed basis, although there is no guarantee that this will continue to be the case. The Company may consider seeking additional equity or debt funding, although there is no assurance that this would be available on acceptable terms or at all. If adequate funds are not available, the Company may have to delay or curtail development or commercialization of products, or cease some of its operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1424768/000149315223040566/form10-q.htm About Vycor Medical Vycor Medical, Inc. (OTCQB: VYCO) -- http://www.vycormedical.com-- provides the medical community with innovative and superior surgical and therapeutic solutions and operates two distinct business units within the medical device industry. Vycor Medical designs, develops and markets medical devices for use in neurosurgery. Vycor Medical reported a net loss of $404,917 for the year ended Dec. 31, 2022, compared to a net loss of $435,662 for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $860,178 in total assets, $3.80 million in total liabilities, and a total stockholders' deficiency of $2.94 million. Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has incurred net losses since inception, including a net loss of $404,917 and $435,662 for the years ended December 31, 2022 and 2021 respectively, and has not generated sufficient cash flows from its operations. As of December 31, 2022, the Company had working capital deficiency of $551,433, excluding related party liabilities of $2,585,600. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. WESTMINSTER CANTERBURY: Fitch Affirms 'BB+' Rating on 2018 Bonds ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to approximately $429 million of series 2023A, 2023B1, 2023B2, and 2023B3 tax-exempt fixed rate revenue bonds to be issued by the City of Virginia Beach Development Authority on behalf of Westminster Canterbury on Chesapeake Bay Obligated Group (WCCB). Fitch has also affirmed the 'BB+' Issuer Default Rating (IDR) and the long-term rating on the series 2018 revenue refunding bonds issued on behalf of WCCB by the Authority. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Westminster-Canterbury on Chesapeake Bay (VA) LT IDR BB+ Affirmed BB+ Westminster-Canterbury on Chesapeake Bay (VA) /General Revenues/1 LT LT BB+ Affirmed BB+ The 'BB+' ratings reflect Fitch's view of WCCB's forward-looking financial and operating risk profile that considers the scope of management's growth strategy, including the series 2023 debt issuance to finance WCCB's campus expansion plan for a new 226-unit independent living tower. WCCB's balance sheet, debt service coverage, and adjusted net operating margin (NOMA) currently reflect metrics that are investment-grade and stronger than the 'BB+' rating suggests. However, with the sizable additional debt and risks associated with the new tower construction project, Fitch believes the rating appropriately reflects WCCB's forward looking financial profile. Management's expansion plans consist of the construction of a 226-unit IL tower located beachfront on Chesapeake Bay. Current presales exceed 70%, and management is set to proceed with project financing in December. According to a Plante Moran study, Virginia Beach is the third most underserved market for senior living product in the nation. Occupancy for WCCB's existing ILUs has remained consistently high, averaging 92% with monthly updated wait list which had 687 members on Sept. 30. After issuance, WCCB's debt will increase by about 6.0x the amount currently outstanding for the obligated group (including WCCB's guarantee of $12 million of debt incurred outside of the obligated group incurred in 2022). That partial guarantee of debt was for a WCCB affiliate's (Opus Select) acquisition of a 172-unit age restricted rental community located near the WCCB campus. Opus Select continues to perform well and, while a rental community, it serves as a feeder to WCCB's lifecare facilities and some residents live there while entering into a lifecare contract for full continuum of care services at WCCB. Operating metrics are supported by strong cash flows from net entrance fees. Financial performance in fiscal 2021, 2022 and 2023 (unaudited) has improved with entrance fees from turnover units exceeding budget. As of Sept. 30 (12-months unaudited), Fitch calculated cash/adjusted debt at 82%, an operating ratio of 96% and liquidity of 447 DCOH (WCCB's calculations reflect slightly stronger metrics). Upon issuance, cash to adjusted debt and the operating ratio will become materially constrained and more in-line with the assigned rating. However, Fitch believes that the IL unit (ILU) project, once stabilized, will further enhance WCCB's competitive position and will be accretive to operations. SECURITY The bonds are secured by a gross revenue pledge of the OG and a first mortgage lien. The bonds will fund a debt service reserve fund (DSRF) sized to be equivalent to MADS. Series 2018 bondholders will share an on-parity security interest in the DSRF. KEY RATING DRIVERS Revenue Defensibility - 'a' Solid Occupancy; Favorable Location and Market Position WCCB is well positioned as the leading upscale life plan community (LPC) in its primary market area (PMA), supported by its Virginia Beach beachfront location, a popular destination for seniors. The area is characterized by favorable wealth and income levels relative to surrounding communities and to the state of Virginia. There are two smaller competing life plan communities within WCCB's primary market area. There are also two LPCs outside of the PMA located in Newport News, VA and Suffolk, VA but these do not represent meaningful competition. WCCB's strong revenue defensibility reflects solid and stable ILU occupancy, which averaged 92.1% for fiscal 2023. At FYE 2023, 98% of ILUs were occupied or reserved with a monthly updated wait-list for ILUs approaching 700. To provide space for construction of the Bay Tower, WCCB's 30 villa units are being taken off-line, which will affect WCCB's IL entrance fees and monthly revenues during new tower construction. Outside of IL, WCCB's FYE 2023 assisted living (AL) occupancy was approximately 84%, while healthcare occupancy was approximately 91%. Performance of WCCB's Early Advantage Program, through which prospective residents pay reduced entrance and monthly fees for access to the campus and to insure against unforeseen health events before they move in, also supports Fitch's strong revenue defensibility assessment. The Early Advantage program continues to experience robust growth, increasing to 228 members from 182 last year, with 90 members having converted to a residency agreement. Early Advantage has generated just under $10 million of entrance fees and over $300,000 in monthly fees from its members. WCCB's entrance fees range from approximately $180,000 to $1.1 million for its standard, non-refundable contracts and differ between the mix of generally more affordable and typically smaller units in the East Tower and larger more expensive West Tower units. WCCB's favorable occupancy and robust wait-list suggest that the campus is meeting the needs of prospective residents and that units are affordable for the target demographic relative to the $434,000 median home price in WCCB's Virginia Beach PMA. Median home values in WCCB's specific zip code exceed $980,000. Management has also successfully implemented 5.8% and 6.5% annual increases to entrance and monthly fees, respectively, without a negative effect on demand. For FY 2024, entrance and monthly fee increases are budgeted to be approximately 5%. WCCB began pre-marketing for the new 226-unit Bay Tower IL project in August 2022. Current presales have met the 70% threshold for financing and bonds are expected to be issued in December. Construction should be substantially complete by September 2026 with expected project stabilization of 90% occupancy by September 2028. Bay Tower entrance fees range from $385,000 to $2.3 million with a weighted average fee of approximately $940,000. The Bay Tower weighted average monthly fee is $7,656. All of the highest entrance fee units have been presold. Operating Risk - 'bb' Consistent Cash Flow and Improving Operations; Sizable Capital Plans While historically just adequate, WCCB's operating metrics have materially improved since FY 2020 supported by robust cash flow performance due to strong entrance fee turnover and WCCB's largely non-refundable contract mix. NOM and NOMA improved to 7.7% and 35%, respectively, in FY 2023, while WCCB's operating ratio improved to 96%. Current MADS reflects a modest 8% of FY 2023 revenues with 5.5x coverage (1.1x from revenues only). WCCB's operating performance is expected to be more pressured over the next few years during project construction, particularly with 30 villa units taken out of service and demolished to make room for the Bay Tower. Between FY 2023 and FY 2027, Fitch's Base Case Scenario reflects NOM at breakeven or below with NOMA declining to around 25% before recovering as the project is completed and begins to fill. Capital-related metrics will also weaken significantly, but both operations and capital-related metrics should rebound once the Bay Tower project is completed and once it reaches stabilization in late fiscal 2028. WCCB offers a type-A (lifecare) contract, which Fitch believes represents the highest degree of operating risk, as the organization is unable to pass through the cost volatility associated with providing higher levels of healthcare to its revenue base. WCCB offers four refund options but approximately 95% of current residents are covered under the Standard Agreement, which is non-refundable after 48 months. At just under $23 million (including entrance fees from the Early Advantage Program) net entrance fees were at near record levels for fiscal 2023. These cash flows supported NOMA averaging 29% over the past five years and 35% for fiscal 2023. With a combination of rate increases and growth in the Early Advantage program, Fitch expects that existing unit turnover will continue to be additive to cash flows during new project construction, although operating performance is expected to be somewhat pressured during construction and new unit fill-up, particularly given the reduction in overall ILUs during construction since 30 villa units are being taken off-line and will be demolished to make room for the new tower. Fitch expects NOMA during construction to decline to around 25%-27% with the operating ratio increasing to 107% or higher until the new IL units achieve stabilization. Aside from the construction of the $338 million, 22-story, 226-unit Bay Tower IL project, WCCB has limited capital needs. Non-project capital spending over the next three years and until substantial project completion is budgeted to be approximately $9 million per year or roughly 80% of depreciation over that period and sufficient to meet the needs for maintenance, repairs, and unit turnover. A separate project to build a new AL/MC tower remains on indefinite hold as economic and financing conditions are not currently viable. Management may revisit this project but likely not until the Bay Tower has reached stabilized occupancy. Financial Profile - 'bb' Debt Issuance to Constrain Balance Sheet WCCB has historically maintained largely midrange capital-related metrics, with maximum annual debt service (MADS) representing an average of 9.0% of revenues and debt-to net available averaging just under 4x over the last five fiscal years. With the new debt, WCCB debt burden (MADS/Revenues) will increase to above 20%, weakening WCCB's capital-related metrics, although debt service and coverage requirements on project debt are not applicable until the first full fiscal year after the project reaches stabilized occupancy, expected in fiscal 2029. Upon stabilization, MADS increases from the current level of approximately $5.2 million to $25.4 million per year, which conservatively includes debt service associated with WCCB's partial guarantee of non-OG debt for Opus Select. MADS coverage during construction and fill-up is expected to remain at or above 4.0x, and is expected to decline to approximately 1.7x when MADS increases post stabilization. While the new tower is expected to achieve a 94% occupancy rate in FY 2029, WCCB projects to be able to meet its 1.2x minimum debt service coverage covenant at 62% occupancy should new tower fill-up occur more slowly than expected. WCCB will issue up to $429 million of new debt to finance the new independent living tower on land adjacent to the WCCB campus. Management expects first generation entrance fees to pay down approximately $166 million of the IL project debt. With debt plans to facilitate construction of a new resident tower and the WCCB OG's $12 million guarantee of non-OG debt, WCCB's financial profile will be constrained over the next few years while construction is underway for the Bay Tower. Under Fitch's stress scenario, cash to adjusted debt is 82% at FYE 2023 (unaudited) before declining to about 22% at FYE 2024 once the new debt has been issued. Liquidity remains robust. At FYE 2023 (unaudited) WCCB had 447 days cash on hand (DCOH). Fitch expects unrestricted cash and investments to remain sound throughout construction at or above 350 through project stabilization. Even under a scenario where fill-up is much slower than expected and reaches only 62% by FY 2029, liquidity should be maintained at or above 150 days. With the issuance of new debt, cash-to-adjusted debt will decline to around 20%, but is expected to rebuild to about 29% by 2027 and continue to improve through project stabilization. Under Fitch's stress case scenario, which places moderate stress on the income statement and balance sheet, cash/adjusted debt declines to around 18% before recovering to 23% in FY 2027. After issuance, WCCB's debt will increase from $72 million to about $513 million, inclusive of its $12 million guarantee of non-OG debt. Management expects initial entrance fees for the new tower to pay down the $165 million of short-term construction debt portion of the $429 million bond issue. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - New project construction or fill-up issues that constrain operations or the balance sheet beyond what is contemplated under Fitch's stress scenario analysis; - Material weakening of DCOH below 200 days, or cash/adjusted debt falling to and being sustained below 30%, once the new tower project has reached stabilized occupancy; - Failure to sustain MADS coverage in excess of 1.2x after the issuance of the new debt and upon stabilized occupancy. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Pursuant to current financing plans a rating upgrade is unlikely until, at the earliest, the Bay Tower has established stabilized occupancy; - Should WCCB suspend, revise, or materially delay the planned debt issuance, Fitch will re-evaluate whether or not the ratings still properly reflect its assessment of WCCB's debt and repayment capacity, which could result in a positive rating revision; - An operating ratio approaching a sustained level at or below 100%. PROFILE WCCB is a type A (lifecare) LPC located on a 12.2-acre site fronting the Chesapeake Bay in Virginia Beach, VA. The LPC opened in 1982 and is currently comprised of 424 Independent living units (30 villas have been taken off-line and will be demolished to allow for construction of the new Bay Tower project), 80 assisted living and memory care units and 108 skilled nursing facility beds. Construction of WCCB's Bay Tower will add 226 ILUs. The WCCB obligated group (OG) had total operating revenues of $64 million and total assets of $251 million as of FYE 2023 (unaudited). Fitch bases its financial analysis on the results of the OG, which consists of WCCB (the senior living campus) and the Westminster-Canterbury on Chesapeake Foundation (the Foundation). WCCB OG accounted for 81% of total assets and 78% of total revenues of the consolidated entity in fiscal 2022 (FY 2023 consolidating statements have not yet been released). WCCB also has six non-OG affiliated organizations, Westminster-Canterbury at Home, LLC; Senior Options, LLC; S.O. Realty, LLC; Ballentine Home Corporation; Lynnhaven Inlet Fishing Pier, and Senior Options Community created to acquire Opus Select, a 172-unit, age 62+ rental apartment community located nearby to WCCB's campus. The non-OG entities are minimally additive to consolidated operating performance. The financial results of these affiliates are not included in the metrics reported in this press release. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. [*] David Poitras Joins BG Law's Bankruptcy & Insolvency Practice ----------------------------------------------------------------- BG Law on Nov. 29, 2023, disclosed that experienced corporate and insolvency lawyer David Poitras has joined the firm as a Partner in its Commercial Bankruptcy & Insolvency and Real Estate practices. Mr. Poitras is a seasoned corporate, bankruptcy, and real estate attorney with more than 30 years of diversified experience at private practice law firms and as in-house general counsel. He joins from Wedgewood, LLC, a large vertically integrated network of companies specializing in real estate and real estate loans, where he served as General Counsel and Corporate Secretary. In this role, he managed contract negotiations, transactional and financing documents, and advised on a wide range of corporate issues, such as compliance, human resources, regulatory matters, and corporate governance. He also supervised a litigation portfolio of approximately 75 cases, leading a team of ten attorneys and paralegals across two offices in Los Angeles and Las Vegas, covering a more than 20-state footprint. Prior to his tenure with Wedgewood, Mr. Poitras was a Partner at Jeffer Mangels Butler & Mitchell LLP, where he was a member of the firm's national financial restructuring, bankruptcy, real estate, and litigation practices. He began his legal career as a bankruptcy associate and then partner with Danning, Gill, Diamond & Kollitz (n/k/a Danning, Gill, Israel and Krasnoff) in Los Angeles. In returning to private practice, Mr. Poitras will represent all insolvency constituents, including debtors, creditors' committees, secured and unsecured creditors, asset acquirers, investors, receivers, and trustees -- both in and out of court, including assignments for the benefit of creditors. His unique real estate experience will help BG clients with the acquisition and disposition of commercial and residential properties -- in both distressed and non-distressed situations. His real estate practice will further extend into real estate financing, joint ventures, leasing, sale-leaseback transactions, entity formation, and governance issues. "I have always admired Steve's tenacity and BG's success as a firm and in insolvency proceedings and what Steve has built over the years. I strongly believe my joining BG Law will be a win-win-win for me and the firm, and I look forward to getting back to private practice and its challenges. With my multidisciplinary experience, I have no doubt I will bring valuable perspectives to the firm's clients and matters," said Poitras. "I have worked with David Poitras on numerous occasions, and we jumped on the opportunity when he expressed an interest in returning to private practice. You don't let something like this pass you by," said BG Law Managing Partner Steve Gubner. "Our clients will greatly benefit from David's experience and insights," he added. BG Law attorneys leverage business backgrounds and creative insight into the most sensible advice and counsel for clients. BG's team is comprised of former bankers, accountants, business owners and other professionals who call upon years of experience to formulate a client's best course of action and utilize a powerful network of business and legal professionals, spanning a wide range of industries, to help clients succeed. [*] Epiq Bags Consumer Discretionary Deal of The Year Award ----------------------------------------------------------- Epiq has been named a winner of the M&A Advisor Consumer Discretionary Deal of The Year Award (over $100MM) and was recognized for setting an extremely high standard of dealmaking. The award honors Epiq Corporate Restructuring Group and its role in the $1.59 billion restructuring of Serta Simmons Bedding, LLC. Epiq was selected as claims, noticing, and solicitation agent to help the company execute its prearranged chapter 11 bankruptcy. Serta filed chapter 11 in January to implement a comprehensive financial restructuring that would result in a reduction of the company's funded debt by approximately $1.59 billion. Accomplished in June, Serta is now positioned to maintain its 19 percent market share in the bedding industry. Because the company was able to operate as normal during the case, it was able to keep retail and manufacturing facilities open, limit any job loss, and today operates with a substantially healthier balance sheet. "Serta is considered a mega bankruptcy and therefore involves more complexity to administer," said Brad Tuttle, Epiq's General Manager and Senior Managing Director. "Only experienced claims administrators, like Epiq, can handle these large cases and we are proud that we were selected as their strategic partner." Epiq was asked to review and create an executory contract repository for more than 3,000 contracts. Epiq's experienced case team executed flawlessly and was able to deliver this product in advance of Schedules and Statement of Financial Affairs being filed at the outset of the case. Epiq also assisted Serta with the compilation of the creditor matrix that included more than 40,000 parties consisting mainly of vendors, employees, and customers while also launching a custom case website. Epiq expertly handled the Bar Date and Proof of Claim notices as well as the Confirmation and Effective Date notices on this high volume of parties. Epiq set-up a multilingual call center that could field calls from creditors, employees, and vendors. Epiq deployed IVR systems that handled many of the incoming calls and provided significant cost saving to the client, while more complex calls were routed to agents. Epiq has its own in-house call center so was able to scale up immediately to meet the company's demands. Epiq also assisted with the balloting and solicitation process. The pace of bankruptcies has increased in recent years. According to Epiq Bankruptcy, October commercial chapter 11 filings increased 106 percent over 2022, including Serta Simmons Bedding. Last month, October marked 15 consecutive months that total, individual, and commercial bankruptcy filings have registered monthly year-over-year increases. That type of activity may continue for the rest of the year, according to Tuttle. "Many in the industry predict that as access to money tightens, we will continue to see an uptick in bankruptcy filings; however, the question is always when and exactly how big the increase will be," Tuttle said. "Bankruptcies have steadily increased following the sunset of government funding, interest rate increases, inflation growth, and tightening lending standards. These trends are something Epiq studies closely in order to be prepared to support clients like Serta Simmons Bedding." Epiq Corporate Restructuring Group has the longest history in corporate restructuring management and works with companies in every industry and size to help navigate chapter 11 bankruptcy cases. Epiq's corporate restructuring professionals are the industry's most experienced having worked on more than 1,200 cases. The team applies the latest in administrative restructuring technology to handle the burden of the pre- and post-filing, allowing management teams to focus on their core business. The M&A Advisor was founded in 1998 to offer insights and intelligence on M&A activities and has since been established as the premier global network of M&A, turnaround, and finance professionals. About Epiq Epiq, a global technology-enabled services leader to the legal services industry and corporations, takes on large-scale, increasingly complex tasks for corporate counsel, law firms, and business professionals with efficiency, clarity, and confidence. Clients rely on Epiq to streamline the administration of business operations, class action and mass tort, court reporting, eDiscovery, regulatory, compliance, restructuring, and bankruptcy matters. Epiq subject-matter experts and technologies create efficiency through expertise and deliver confidence to high-performing clients around the world. Learn more at https://www.epiqglobal.com/ [^] BOOK REVIEW: The Heroic Enterprise -------------------------------------- The Heroic Enterprise: Business and the Common Good Author: John Hood Publisher: Beard Books (reprint of book published by The Free Press/Division of Simon and Schuster in 1996). Paperback: 266 pages List Price: $34.95 Order your copy at https://bit.ly/3awLUV3 Hood writes as a counterbalance to ideas that business should be expected to contribute to the common good along the lines of charities, say, or public health. He writes too against the highly partisan, pernicious perspective that business activity is antisocial and disruptive which at times gains some degree of credibility. Critiques of business have been around as long as commerce and business have been around. These come usually from religious or political zealots seeking dictatorial hold over all significant kinds of human activity and enterprise. In this work, Hood aims to counterbalance latter-day versions of such critiques arising in American society. The counterculture, antiestablishment 1960s was a time when such critiques were particularly strong. They have moderated since, yet remain a persistent chorus which influences politics and imagery and public affairs of business. Hood does not aim to stifle or eliminate debate about the effects of business on society or how business should engage in business. What he aims for is dismissing once and for all myopic and almost utopian conceptions about business and related erroneous purposes and values of it. Such conceptions are worrisome to businesspersons not because they believe they have any foundation, but because they waste resources and energy in having to continually correct them so business can function properly. And to the extent such myopic conceptions are believed or entertained by the public, they hamper the public and politicians in working out policies by which the greatest benefits of business can be reaped by society. The author clarifies the place and role of business by contrasting business with other parts of society. A standard, self-evident tenet of sociologists going back to the time of Plato is that society is made up of different parts fulfilling different roles for the varied needs of society and so that a society will function smoothly and survive. Business is distinguished from government and philanthropy. "Businesses exist to make and sell things, whereas by contrast "governments exist to take and protect things [and] charities exist to give things away." The social responsibility for each category of institution is inherent in its purposes and activities. For example, businesses alone cannot solve environmental problems. Whatever problems which can be attached to business are related to government policies and business's operations to satisfy consumer interests. Hence, business alone cannot solve environmental problems, and should not be expected to. Critics requiring that business solve environmental problems without similarly requiring changes in government policies and consumer interests are shortsightedly and unreasonably tarnishing business while not making any relevant or productive arguments for dealing with environmental problems. In elucidating business's proper place in and contributions to society, Hood is not unmindful that some businesses fail to fulfill their role in good faith and beneficially. But instead of criticizing business fundamentally, he proffers questions critics can ask before targeting particular businesses. Two of these are "Are corporations obtaining their profits through force or fraud?" and "Are corporations putting investments at their disposal to the most economically productive use?" Hood's perspective in support of business against unfair and irrelevant criticisms is based on the acknowledgment that business is operating productively, for the common good, and is open to cooperative activities with other parts of society in trying to resolve common problems. "The Heroic Enterprise" is not an argument for business -- for as a fundamental aspect of any society, business does not need an argument to justify it. The book mostly takes the approach of reviewing why business is necessary and therefore must be naturally, easily accepted -- namely, because of the manifold benefits business provides for society and because it along with good government and respectable morals has been a primary engine for the betterment of human life. John Hood has much experience in the media and communication as a syndicated columnist, TV commentator, and radio host. Author of seven nonfiction books on subjects as business, advertising, public policy, and political history, and many articles for national publications such as the Wall Street Journal, Hood is President of the John William Pope Foundation, a Raleigh, N.C.-based grantmaker that supports public policy organizations, educational institutions, arts and cultural programs, and humanitarian relief in North Carolina and beyond. Hood also serves on the board of the John Locke Foundation, the state policy think tank he helped found in 1989 and led as its president for more than two decades. He teaches at Duke University's Sanford School of Public Policy. ********* 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 ***