/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231214.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, December 14, 2023, Vol. 27, No. 347 Headlines 100 SHORE RD: Voluntary Chapter 11 Case Summary A&P PINTO: Bid to Use Cash Collateral Denied as Moot A-CAM APTS: Unsecureds Owed $6.8K Estimated to be Paid in Full AC PRODUCTS: AB Bond Marks $660,000 Loan at 18% Off ADMI CORP: S&P Alters Outlook to Stable, Affirms 'B-' ICR AINOS INC: Registers 10.2 Million Shares for Potential Resale ARCITERRA NOBLE: Case Summary & 13 Unsecured Creditors ASCEND LEARNING: AB Bond Marks $300,000 Loan at 15% Off ASP NAVIGATE: S&P Withdraws 'B-' Issuer Credit Rating ASTRA ACQUISITION: S&P Cuts ICR to 'CCC' on Increased Default Risk AT PLAINFIELD: Involuntary Chapter 11 Case Summary AUDACY INC: Faces Dec. 15 Deadline on Consensual Restructuring AZAR BOUJARAN-GHOMI: No Patient Care Concern, 1st PCO Report Says AZAR BOUJARAN-GHOMI: Patient Care Ombudsman Taps Rimon as Counsel B&C FAMILY: Voluntary Chapter 11 Case Summary BACKFORTY VENTURES: Seeks to Use $36,064 of Cash Collateral BANYAN CAY RESORT: Owed DIP Lenders $1.5 Million, Says Judge BARNES & NOBLE: Incurs $24.18 Million Net Income in Second Quarter BARRETTS MINERALS: Can't Stop Talc Lawsuits Against Testing Firms BENITAGO INC: Seeks to Hire Triple P RTS as Restructuring Advisor BLUE STAR: Registers 19.9 Million Shares for Potential Resale CHAPIN DAIRY: Has Deal on Cash Collateral Access CHARLES & 20: Court Approves Disclosure Statement CHEMICAL EXCHANGE: Taps Melton & Melton as Tax Professional CIBUS INC: Financial Strain Raises Going Concern Doubt CORE SCIENTIFIC: Plan Supplements Filed CROWNROCK LP: S&P Places 'BB-' ICR on CreditWatch Positive DGS REALTY: Wins Cash Collateral Access Thru Jan 2024 DMG SECURITY: Gets OK to Hire William Jamison Jr. as Legal Counsel E-B DISPLAY: Unsecureds to Recover Less Than 1% in Liquidating Plan ECP OWNER 1: Seeks to Hire Hirschler Fleischer as Legal Counsel ECP OWNER 1: Taps Arnall Golden Gregory as Real Estate Counsel ELDAN LLC: Unsecureds Get 100% After Payment of Class 1 Claims FINTHRIVE SOFTWARE: AB Bond Marks $240,000 Loan at 38% Off FREE SPEECH: Musk Restores X Account of Jones After Users' Vote FREEDOM FACILITY: Seeks to Tap Richard Feinsilver as Legal Counsel FREMONT TERRACE: Voluntary Chapter 11 Case Summary GENESIS GLOBAL: To Present Plan for Confirmation on Feb. 14 GLOBAL CANCER: Wins Cash Collateral Access on Final Basis GLOBAL FERTILITY: Unsecureds to be Paid in Full over 60 Months GLOBAL SOURCING: Wins Cash Collateral Access on Final Basis GRETA TRANSPORTATION: Case Summary & Nine Unsecured Creditors GRO-MOR PLANT: Files Emergency Bid to Use Cash Collateral GROWLIFE INC: Hires M&K CPAS to Replace Macias Gini as Auditor GUITAR CENTER: S&P Downgrades ICR to 'CCC+', Outlook Negative H-FOOD HOLDINGS: S&P Downgrades ICR to 'CCC', Outlook Negative HOMEZONE IMPROVEMENTS: Wins Interim Cash Collateral Access HULL ORGANIZATION: Case Summary & 20 Largest Unsecured Creditors ICAHN ENTERPRISES: S&P Rates New $500MM Senior Unsecured Notes 'BB' IDOCKET.COM LLC: Court OKs Cash Collateral Access on Final Basis INTEGRATED CARE: U.S. Trustee Appoints Joseph Tomaino as PCO IQ DENTAL: Seeks Interim Cash Collateral Access IRONMAN LOGGING: Says Profits to Pay Off Claims ISLAND ROOFING: Seeks to Tap Tinelli Fernandez as Special Counsel ISLAND ROOFING: Taps Johnson Pope Bokor Ruppel & Burns as Counsel JNJ HOME: Joseph Tomaino Submits First PCO Report KENNETH THOMPSON: Voluntary Chapter 11 Case Summary KORO KORO: Unsecureds Owed $81K to Get 100% With 0% Interest L.B. LAND TRUST: Voluntary Chapter 11 Case Summary LANDWAVE HOLDINGS: Seeks to Hire the Porter Law Network as Counsel LBU FRANCHISES: Lender Seeks to Prohibit Cash Collateral Access LEE & MAIN STREET: Unsecureds to Get Surplus Funds in Plan LEON INDUSTRIES: Case Summary & Four Unsecured Creditors LITIGATION PRACTICE: Trustee Taps Omni as Claims Agent LITTLE MANUEL'S: Unsecureds Will Get 1% of Claims over 60 Months LOBSTER SH LTD: Voluntary Chapter 11 Case Summary LOBSTERBOYS LTD: Voluntary Chapter 11 Case Summary LOTTERY.COM: Has 180 Days to Regain Nasdaq Compliance MATCON CONSTRUCTION: Jan. 12 Plan Confirmation Hearing Set MCCONNELL SAND: Seeks Approval to Hire Laurie Lapham as Accountant MEDHAWK POOLS: Unsecureds' Recovery Hiked to 75.09% over 5 Years MICHIGAN MEDICAL: U.S. Trustee Appoints Erika Hart as PCO MKNC II: Case Summary & 20 Largest Unsecured Creditors MULLEN AUTOMOTIVE: Files New Spoofing Complaint vs Broker-Dealers MVK FARMSCO: Prima Wawona Cancels Auction With No Proper Bid NETWORK MEDIA: Seeks to Hire Ronald D. Weiss as Bankruptcy Counsel NINETY-FIVE MADISON: RAS Says Plan Toggle Objectionable NORTHWOODS PETS: Fine-Tunes Plan Documents OCCIDENTAL PETROLEUM: S&P Affirms 'BB+' ICR, Outlook Stable PENNSYLVANIA REAL: Signs Third Amendment to First Lien Credit Pact PRESIDIO PROPERTY: Gets 2nd 180-Day Compliance Period from Nasdaq PRIME CORE: Kado Software Says Plan Not Confirmable PROTERRA INC: Seeks to Tap Slaughter and May as Corporate Counsel PVP KREWSTOWN: Unsecureds Estimated to be Paid in Full in Plan REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility REGIONAL HOUSING: No Decline in Patient Care at Gainesville REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas REGIONAL HOUSING: No Decline in Patient Care at Savannah REGIONAL HOUSING: No Decline in Patient Care at Social Circle RENALYTIX PLC: Dr. Chirag Parikh Quits From Board REPMGMT INC: Voluntary Chapter 11 Case Summary RGP INC: Court OKs Interim Cash Collateral Access RITE AID: To Close Additional 7 Stores in California ROBBIN'S NEST: Unsecured to Get $60K Over 60 Months in Installments ROMAN CATHOLIC: Unsecureds Owed $50K to Get Paid in 2 Installments SELBYSOFT INC: Unsecureds Will Not Get Paid in Plan SIRIUS XM: S&P Places 'BB' Issuer Credit Rating on Watch Positive SMILEDIRECTCLUB INC: Will Liquidate After Last Sale Effort Falters SNOW LAKE RESOURCES: Has 180 Days to Regain Nasdaq Compliance SONAVATION INC: Secured Creditors Say Disclosure Inadequate SPIN HOLDCO: S&P Lowers ICR to 'CCC+' on Cash Flow Deficit SPITFIRE ENERGY: Seeks to Tap Lovell as Special Litigation Counsel SPITFIRE ENERGY: Taps Watts Guerra as Special Litigation Counsel STEELFUSION CLINICAL: Seeks Cash Collateral Access SUNLAND MEDICAL: No Decline in Patient Care, PCO Report Says SUPERTRANSPORT LLC: Unsecureds to Split $18K over 5 Years THOMAS ORTHODONTICS: Court OKs Interim Cash Collateral Access THOMAS ORTHODONTICS: Seeks to Hire Kerkman & Dunn as Legal Counsel TIMOTHY HILL: U.S. Trustee Appoints Joseph Tomaino of Grassi as PCO TRANSMONTAIGNE: S&P Alters Outlook to Negative, Affirms 'B' ICR TROIKA MEDIA: Announces Chapter 11 Filing, Asset Sale to Blue Torch UNIVERSAL LEARNING: S&P Affirms 'BB+' Rating on 2018 Revenue Bonds VAN'S AIRCRAFT: Court OKs Interim Cash Collateral Access VAN'S AIRCRAFT: Seeks Chapter 11 Bankruptcy Protection VEGASNAP LLC: Court OKs Cash Collateral Access on Final Basis VERANEX INC: Golub Capital 3 Marks $198,000 Loan at 15% Off VERANEX INC: Golub Capital 3 Marks $372,000 Loan at 15% Off XPRESS MEDIA: Jan. 22 Disclosure Statement Hearing Set YELLOW CORP: Court Okays XPO's Offer to Acquire Service Centers [*] Commercial Bankruptcy Filings Rose 21% in November 2023 [*] Edward Fox Joins Emmet Marvin & Martin's Bankruptcy Group [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 100 SHORE RD: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 100 Shore Rd. Ltd. DBA Lobsterboys 100 Shore Rd. Shelburne, NS B0T 1W0 Canada Business Description: The Debtor is a lobster harvester and distributor. Chapter 11 Petition Date: December 12, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11994 Debtor's Counsel: Stephen M. Packman, Esq. ARCHER & GREINER, P.C. 1211 Avenue of the Americas Suite 2750 New York, NY 10036 Tel: 212-963-3300 Email: spackman@archerlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Justin Maderia as president. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/T24SCQI/100_Shore_Rd_Ltd__nysbke-23-11994__0001.0.pdf?mcid=tGE4TAMA A&P PINTO: Bid to Use Cash Collateral Denied as Moot ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, denied as moot the motion to use cash collateral filed by A&P Pinto Truck Express, LLC following confirmation of Debtor's Plan or Reorganization. The Debtor was previously permitted to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee and payroll obligations incurred post-petition in the ordinary course of business; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by Bankers Healthcare Group. First Corporate Solutions, Internet Truckstop Payments LLC, and Operation Finance, Inc. assert interests in the Debtor's cash collateral, inferior to Bankers Healthcare. A copy of the order is available at https://urlcurt.com/u?l=TGrGGF from PacerMonitor.com. About A&P Pinto Truck A&P Pinto Truck Express, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03044) on July 28, 2023, with $100,001 to $500,000 in assets and liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq. of Latham, Luna, Eden & Beaudine, LLP represents the Debtor as legal counsel. A-CAM APTS: Unsecureds Owed $6.8K Estimated to be Paid in Full -------------------------------------------------------------- A-Cam Apts LLC submitted an Amended Disclosure Statement pursuant to section 1125 of the Bankruptcy Code describing Chapter 11 Plan of Reorganization. This is a liquidating Plan. In other words, the Proponent seeks to sell the real property located at 18 E. Taylor Avenue, Wildwood, New Jersey in accordance with the Plan Support Agreement entered into with secured creditor, Conventus LLC. The Proponent proposes to sell the property within 3 months of the Plan and anticipates that all debts will be paid in full through the proceeds of the sale. Proceeds will be distributed at the time closing. The Debtor, A-Cam Apts, LLC, is the owner of real property at 118 E. Taylor Avenue, Wildwood, New Jersey having purchased the property on May 26, 2021. The property consists of multiple rental units. The Debtor operates a seasonal short-term rental business at that location. Under the Plan, Class 4 General Unsecured Claims total $6,800. The general unsecured creditors that have allowed claims will receive a dividend. It is estimated that unsecured claims will be paid in full from the proceeds of the sale of Debtor's property within 30 days of the closing. Class 4 is impaired. The Debtor shall retain the assets of the estate and shall continue to operate the business and will fund the business expenses and ongoing mortgage payments from those operations. The Debtor shall market and sell the property located at 18 E. Taylor Avenue, Wildwood, New Jersey. The Mortgage held by Conventus, LLC shall be paid off through the proceeds of sale at the time of the closing of title. The sources of the cash Debtor will have on hand by the Effective Date are: * Cash in DIP Account -estimated after payment of accumulated rents to Conventus as per Agreement- balance from October and November rentals may be used for payment of administrative claims total $6,000. * Estimated additional funds available from closing proceeds total $20,000. The second aspect considers whether the Proponents will have sufficient cash over the life of the Plan to make the required Plan payments. The Proponents believe that this second aspect of the feasibility requirement is met due to the fact that this is a Liquidating Plan. The Debtor estimates that the value of the property is $1,100,000. Conventus LLC has agreed to waive the pre-penalty of $192,142.56 if the property is sold in accordance with the Plan Support Agreement. Accordingly, that reduces Conventus' claim to approximately $710,835.00. Presently, the Debtor is making payments of, on average, $5,600.00 per month to Conventus, LLC pursuant to the terms of the Mortgage Note and the Stipulation and Consent Order Allowing Use of Rents, which has reduced the principal amount owed to Conventus. The Debtor accumulated funds from continued operation of the short-term rental business and anticipates payment of approximately $25,000, at the time of Confirmation of the Plan, to further pay down the principal owed to Conventus. The Debtor anticipates roughly 10% costs of sale to market and sell the property. Thus, after payment of Conentus' lien, closing costs and the tax certificate holder, CIG, the Debtor anticipates net equity of $300,000 to pay administrative claims and unsecured creditors. Attorney for Debtor-In-Possession: Marc C. Capone, Esq. GILLMAN, BRUTON & CAPONE, LLC 60 Highway 71, Unit 2 Spring Lake Heights, NJ 07762 Tel: (732) 661-1664 A copy of the Disclosure Statement dated December 6, 2023, is available at https://tinyurl.ph/wTqIE from PacerMonitor.com. About A-Cam Apts A-Cam Apts LLC is the owner of real property at 118 E. Taylor Avenue, Wildwood, New Jersey having purchased the property on May 26, 2021. The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 23-13254) on April 19, 2023, with $0 to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Jerrold N. Poslusny Jr. oversees the case. Marc C. Capone of Gillman, Bruton & Capone, LLC, is the Debtor's legal counsel. AC PRODUCTS: AB Bond Marks $660,000 Loan at 18% Off --------------------------------------------------- AB Bond Fund Inc has marked its $660,000 loan extended to ACProducts Holdings, Inc to market at $542,511 or 82% of the outstanding amount, as of September 30, 2023, according to AB Bond's Form N-CSR for the Fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission. AB Bond is a participant in a Senior Secured Loan to ACProducts Holdings, Inc. The loan accrues interest at a rate of 9.902% (SOFR 3 Month + 4.25%) per annum. The loan matures on May 17, 2028. AB Bond Fund, Inc is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 9 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Short Duration High Yield Portfolio, a diversified portfolio. ACProducts, Inc., headquartered in The Colony, Texas, is a national manufacturer and distributor of kitchen and bathroom cabinetry. American Industrial Partners, through its affiliates, is the primary owner of ACProducts, having acquired it in 2012. ADMI CORP: S&P Alters Outlook to Stable, Affirms 'B-' ICR --------------------------------------------------------- S&P Global Ratings revised the outlook on ADMI Corp. (doing business as The Aspen Group [TAG]) to stable from negative and affirmed its 'B-' issuer credit rating on the company. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to the proposed senior secured term loan B-5 and extended RCF. We have also revised our recovery ratings on the company's other first-lien loans due 2027 to '3' (rounded estimate: 50%) from '4' (rounded estimate: 45%) to reflect higher recovery expectations resulting from growth investments funded by equity infused in the transaction. "The stable outlook reflects our expectation that TAG will generate positive reported free operating cash flow (FOCF) excluding de novo capital expenditure (capex) in 2024, aided by the sponsor equity that reduced cash interest. We also think operating challenges persisting at WellNow and ClearChoice and any incremental one-time costs stemming from the cyber incident are sufficiently offset by the company's liquidity, which includes full availability under its RCF." The successful extension of the company's maturities removes near-term refinancing risk. TAG's transaction extends maturities on its first-lien debt and RCF by more than two-and-a-half years to December 2027 and December 2028, respectively. In addition to the transaction, the company's financial sponsors will be adding about $450 million in the form of payment-in-kind (PIK) preferred equity, which S&P does not include in adjusted debt because it has credit protective terms and creates an alignment of incentives for the holder of the preferred to act as an equity holder rather than a creditor. These terms include no events of default, no maturity, no required cash payments, contractual subordination to debt, no guarantees or security, an interest rate below 15%+SOFR, and stapling with common equity. The company will use proceeds from the preferred equity to paydown all amounts outstanding under its RCF, partially repay the 2025 term loan, and for general corporate purposes. The sponsor equity provides sufficient cushion to manage through potential uncertainty, while also lowering its interest-cost burden. With the preferred equity paying down the RCF, S&P believes the interest-cost savings on the lower RCF balance should more then offset the higher interest burden brought on by the extended first-lien term loan B-5. In addition, S&P believes the liquidity added through the sponsor injection provides the necessary cushion to execute on its de novo growth strategy without requiring additional capital, while dealing with turnaround efforts in its three major segments. S&P said, "We expect TAG will show solid growth and margin improvement in fiscal 2024; however, there remains some uncertainty in our forecast. We forecast low-double-digit percentage revenue growth in 2024 and mid-single-digit percentage growth in 2025, with S&P Global Ratings-adjusted EBITDA margin to improve 600-700 basis points (bps) in 2024, with incremental margin improvement in 2025. Much of the growth and profitability improvement in 2024 is attributable to TAG lapping the 2023 cyber incident, which we believe was largely a one-time incident and do not expect additional material effects on the company's operations, although we do not rule out the possibility of some ongoing costs. In addition, at WellNow we anticipate the segment's focus on optimizing profitability should help bring the business to at least a breakeven position by third-quarter 2024, alleviating some of its drag on EBITDA. "Furthermore, we expect TAG's effective interest rate to increase in 2024 because about $1.86 billion of interest rates swaps fall off early in the year. As a result, we envision FOCF will remain a deficit in 2024, although not to the same magnitude as 2023 due to an anticipated operational rebound. We think FOCF will improve to near breakeven in 2025. "That said, we see uncertainty in our forecast due to the possibility of additional cyber event-related losses or incremental costs to bolster TAG's defenses, further impeding operating performance. Furthermore, we attribute much of the improvement at WellNow to depend on favorable reimbursement rate increases following aggressive payer negotiations. Currently, the magnitude of the benefit as well as timing are uncertain, and could further delay its expected recovery. In addition, the dependance of TAG's ClearChoice business on effective advertising could further constrain margins if its volumes do not rebound as much as anticipated. Moreover, ClearChoice is more sensitive to macroeconomic conditions given the higher price point of its offerings, and therefore could be hurt by a recession. However, we believe TAG's bolstered liquidity position after the sponsor equity injection will allow the company to have the time and resources to manage through these uncertainties. "The stable outlook reflects our expectation that TAG will generate positive reported FOCF excluding de novo capex in 2024, aided by the sponsor equity that reduced cash interest compared to before the transaction. We also think operating challenges persisting at WellNow and ClearChoice and any incremental one-time costs stemming from the cyber incident are sufficiently offset by the company's liquidity, which includes full availability under its RCF. "We could lower the ratings if operating performance deviates markedly from our base-case scenario, which limits EBITDA growth and FOCF generation such that FOCF excluding de novo capex remains negative, eroding liquidity. In this scenario, we would view the company's financial commitments as unsustainable in the long term. "An upgrade is unlikely within the next 12 months given the company's aggressive growth investments. A higher rating would be spurred by leverage sustained below 8x and sustained positive FOCF generation after growth investments. Our upside is also limited given the large amount of J.P. Morgan (JPM) preferred equity, which has a compounding incentive to be redeemed for debt with cash interest when the company's cash flow improves. "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." Following the cyber incident in the second quarter of 2023, the company has put in place a new enterprise software platform to bolster cyber defenses and reduce the risk of additional cyber incidents. AINOS INC: Registers 10.2 Million Shares for Potential Resale ------------------------------------------------------------- Ainos, Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the resale, from time to time, of up to 10,200,000 shares of its common stock by the selling stockholders, Lind Global Fund II LP, Maxim Partners, LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC. These 10,200,000 shares consist of: (a) up to 6,663,779 shares of common stock issuable upon the conversion or repayment of a secured, 18-month, interest free convertible promissory note in the principal amount of $3,540,000 issued to Lind, representing a good faith estimate of the maximum number of shares of common stock issuable thereunder; (b) 3,456,221 shares of common stock issuable upon exercise of a common stock purchase warrant issued to Lind and (c) up to 80,000 shares of common stock issuable upon exercise of common stock purchase warrants issued to Maxim and Brookline. The Lind Securities were issued pursuant to that certain securities purchase agreement between Lind and the Company, dated as of Sept. 25, 2023. The Placement Agent Warrants were issued pursuant to that certain placement agent agreement between Maxim and the Company, dated Sept. 25, 2023. The prices at which the Selling Stockholders sell the Shares will be determined by the prevailing market price for the Shares or in negotiated transactions. The Company is not offering any shares of its common stock for sale under this prospectus. The Company is registering the offer and resale of the Shares to satisfy contractual obligations owed by the Company to the Selling Stockholders pursuant to the Purchase Agreement, the Placement Agent Agreement and documents ancillary thereto. The Company's registration of the Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares. Any of the Shares subject to resale hereunder will have been issued by the Company and acquired by the Selling Stockholders prior to any resale of such Shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the Shares in this offering. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the Shares. The Company will not receive any proceeds from the resale of the Shares by the Selling Stockholders pursuant to this prospectus. However, the Company will receive proceeds from the exercise of the Warrants if any of the Selling Stockholders exercises a Warrant for cash. The Selling Stockholders, or their respective permitted transferees or other successors-in-interest, may offer the Shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. While the Company will not receive any proceeds from the sale of its common stock by the Selling Stockholders in the offering described in this prospectus, the Company may receive up to $0.90 per share upon the cash exercise of the Lind Warrant and up to $1.65 per share upon the cash exercise of the Placement Agent Warrants. Upon the exercise of the Warrants for all 3,456,221 Lind Warrant Shares and 80,000 Placement Agent Warrants by payment of cash, however, the Company will receive aggregate gross proceeds of approximately $3.2 million. However, the Company cannot predict when and in what amounts or if any of the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case the Company would not receive any cash proceeds. The Company's common stock and public warrants are listed on the Nasdaq Capital Market under the symbols "AIMD" and "AIMDW," respectively. On Dec. 7, 2023, the closing sale price for the Company's common stock was $0.59. A full-text copy of the preliminary prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1014763/000165495423015299/aimd_s1.htm About Ainos Ainos, Inc. (www.ainos.com), formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company engaged in the research and development and sales and marketing of pharmaceutical and biotech products. The Company is engaged in developing medical technologies for point-of-care testing and safe and novel medical treatment for a broad range of disease indications. The Company is a Texas corporation incorporated in 1984. Ainos reported a net loss of $14.01 million for the year ended Dec. 31, 2022, compared to a net loss of $3.89 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $37.11 million in total assets, $2.48 million in total liabilities, and $34.63 million in total stockholders' equity. Houston, Texas-based PWR CPA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. ARCITERRA NOBLE: Case Summary & 13 Unsecured Creditors ------------------------------------------------------ Debtor: ArciTerra Noble West Noblesville IN, LLC 2701 E. Camelback Rd. Suite 150 Phoenix, AZ 85016 Business Description: ArciTerra Noble is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 13, 2023 Court: United States Bankruptcy Court Southern District of Indiana Case No.: 23-05540 Judge: Hon. Jeffrey J. Graham Debtor's Counsel: Wendy Brewer, Esq. FULTZ MADDOX DICKENS, PLC 333 N. Alabama Street 350 Indianapolis IN 46204 Tel: 317-567-9048 Email: wbrewer@fmdlegal.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Martha R. Lehman as receiver. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JM6DZ3A/ArciTerra_Noble_West_Noblesville__insbke-23-05540__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 13 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. NW Partners, LLC Suppliers or $31,258 c/o Andrew Dettmer Vendors 211 N. Pennsylvania St., Suite 1800 Indianapolis, IN, 46204 2. Nations Roof LLC Suppliers or $27,161 851 East I-65 Service Road South Vendors Suite 300 Mobile, AL, 36606 3. Dream Construction Suppliers or $8,630 7399 N. Shadeland Ave. Vendors Suite 150 Indianapolis, IN, 46250 Julie Camden Phone: 317-770-0000 Email: jc@camlawyers.com 4. Trigild Property Management $4,052 4131 North Central Expwy Suite 775 Dallas, TX, 75204 5. Waste Management of Indiana, LLC Services $1,929 10000 E. 56th Street Indianapolis, IN, 46236 6. AT&T Telephone/ $527 P.O. Box 5080 Internet Carol Stream, IL, 60197-5080 Services 7. Crew Enterprises Suppliers or $440 c/o Camden & Meridew PC Vendors 10412 Allisonville Rd., Suite 200 Fishers, IN, 46038 Julie Camden Phone: 317-770-0000 Email: jc@camlawyers.com 8. Citizens Westfield Utility $340 2020 N. Meridian Street Services Indianapolis, IN, 46202 9. Styner, LLC $0 2626 E. 57th Street Indianapolis, IN, 46220 Dave Hummel Phone: 317-439-5204 10. Secure Tech Suppliers or $0 Five G Enterprises, LLC Vendors 24220 US 31 Cicero, IN, 46034 Greg Humburg 11. City of Noblesville Utilities Utility $0 197 Washington Street Services Noblesville, IN, 46060 12. City of Westfield $0 2728 E. 171st Street Westfield, IN, 46074 13. Circle City Outdoors Suppliers or $0 5851 E. 34th Street Vendors Indianapolis, IN, 46218 Julie Camden Phone: 317-770-0000 Email: jc@camlawyers.com ASCEND LEARNING: AB Bond Marks $300,000 Loan at 15% Off ------------------------------------------------------- AB Bond Fund Inc has marked its $300,000 loan extended to Ascend Learning, LLC to market at $254,874 or 85% of the outstanding amount, as of September 30, 2023, according to AB Bond's Form N-CSR for the Fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission. AB Bond is a participant in a Senior Secured Loan to Ascend Learning, LLC. The loan accrues interest at a rate of 11.166% (SOFR 1 Month + 5.75%) per annum. The loan matures on December 10, 2029. AB Bond Fund, Inc is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 9 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Short Duration High Yield Portfolio, a diversified portfolio. Ascend Learning is a provider of online educational content, software and analytics in the healthcare, fitness/wellness and other licensure-driven professions. The company has been owned by private equity sponsors Blackstone Group and Canada Pension Plan Investment Board since the leveraged buyout transaction in July 2017. ASP NAVIGATE: S&P Withdraws 'B-' Issuer Credit Rating ----------------------------------------------------- S&P Global Ratings withdrew its 'B-' issuer credit rating on ASP Navigate Acquisition Corp. (operating as Paragon Medical) and its 'B-' issue-level rating and '3' recovery on the company's $60 million revolving credit facility and $425 million senior secured first-lien term loan. The withdrawal follows the completion of AMETEK Inc.'s acquisition of Paragon Medical on Dec. 8, 2023, and its subsequent repayment of the company's debt. At the time of the withdrawal, S&P's ratings on Paragon were on CreditWatch, where it placed them with positive implications on Nov. 1, 2023. ASTRA ACQUISITION: S&P Cuts ICR to 'CCC' on Increased Default Risk ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Astra Acquisition Corp. (doing business as Anthology) to 'CCC' from 'CCC+'. At the same time, S&P lowered its issue-level rating on the company's senior secured debt to 'CCC+' from 'B-'. S&P said, "The negative outlook reflects our view that Anthology's capital structure is unsustainable without meaningful improvements in profitability and revenues from current levels. We expect free cash flow to be negative, EBITDA interest coverage to stay under 0.5x, and the company to run out of liquidity or breach covenants over the next 12 months." Limited financial flexibility, very high leverage, and weak liquidity has increased the risk of default over the next 12 months. Anthology's performance remains challenged since its acquisition of Blackboard in late 2021. S&P said, "We project revenues to be flat and free cash flow to be meaningfully negative in fiscal 2024, requiring the company to draw on its entire revolving credit facility to support 2024 operations. We see an increased risk of a covenant breach in the second half of fiscal 2024 if the company were to draw on its entire revolver. As such, we project that revolver access could be restricted to $49 million (35%) because of limited headroom under its covenant thresholds. Apart from deteriorating liquidity, the company's profitability is also constrained with S&P adjusted leverage expected to be above 30x during fiscal year 2024. We believe a debt restructuring, asset sale, or equity contribution will be necessary to avert default over the next 12 months." S&P said, "The negative outlook reflects our view that Anthology's capital structure is unsustainable without meaningful improvements in profitability and revenues from current levels. We expect 2024 free cash flow to be negative, EBITDA interest coverage to stay under 0.5x, and the company to run out of liquidity over the next 12 months. "We could lower our rating to 'CCC-' if Anthology sustains negative free cash flow and weakening liquidity, such that we expect the company to default in the upcoming six months." S&P could take a positive action on Anthology to stable if: -- It increases its revenue, expands its EBITDA margins, and S&P expects its business fundamentals will improve over the upcoming 12 months; -- Cash flow stabilizes at around break even after debt service such that S&P views the risk of a default or distressed transaction over the sequent 12 months as low, although in such a scenario S&P would still likely view the capital structure as unsustainable over the longer term; or -- The owners add liquidity to the balance sheet and S&P no longer see a default over the upcoming 12 months. S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Anthology, as is the case for most rated entities owned by private-equity sponsors. We believe its highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." AT PLAINFIELD: Involuntary Chapter 11 Case Summary -------------------------------------------------- Alleged Debtor: AT Plainfield Village IN II, LLC c/o National Registered Agents 334 N. Senate Ave. Indianapolis IN 462304 Business Description: AT Plainfield is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Involuntary Chapter 11 Petition Date: December 12, 2023 Court: United States Bankruptcy Court Southern District of Indiana Case No.: 23-bk-05519 Petitioners' Counsel: Julie A. Camden, Esq. CAMDEN & MERIDEW, P.C. 10412 Allisonville Rd., Ste 200 Fishers IN 46038 Tel: 317-770-0000 Email: jc@camlawyers.com Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount Circle City Outdoor Living, LLC Services to Property $26,690 d/b/a Circle City Outdoors LLC 5851 E. 34th Street Indianapolis, IN 46218 Dream Construction LLC Services to Property $36,180 7653 Graham Road Indianapolis IN 46250 Crew Enterprises LLC Services to Property $9,625 7653 Graham Road Indianapolis IN 46218 A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DSAXIFA/AT_Plainfield_Village_IN_II_LLC__insbke-23-05519__0001.0.pdf?mcid=tGE4TAMA AUDACY INC: Faces Dec. 15 Deadline on Consensual Restructuring -------------------------------------------------------------- Audacy, Inc. disclosed in a Form 8-K report filed with the Securities and Exchange Commission that it continues to engage in discussions with its creditors with respect to a number of potential alternatives regarding a restructuring of the Company's outstanding indebtedness. On December 8, 2023, Audacy Capital Corp., formerly known as Entercom Media Corp., the guarantors party thereto and the lenders party thereto, entered into Amendment No. 12 to the credit agreement, dated as of October 17, 2016. The Credit Facility Amendment extends the grace period before which a default in the payment of interest matures into an Event of Default to 68 calendar days. However, if lenders holding a majority of the outstanding obligations under the Credit Facility have not received a substantially final form of agreement with respect to a consensual transaction relating to Audacy Capital'S funded indebtedness satisfactory to such lenders on or before December 15, 2023, the grace period extension expires after 45 calendar days. The following Credit Facility interest payments are or will be subject to the grace period extensions under the Credit Facility Amendment: * approximately $17,000,000 originally due on October 31, 2023; * approximately $785,592 originally due on November 8, 2023; and * approximately $1,125,000 originally due on December 28, 2023. Additionally, on December 8, 2023, Audacy Receivables, LLC and the other parties to the Receivables Purchase Agreement, dated as of July 15, 2021, by and among Audacy Receivables, Autobahn Funding Company LLC, as an investor, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, as agent on behalf of the investor parties and Audacy Operations, Inc. as the servicer, entered into Amendment No. 8 to the Receivables Facility, which: * amends the cross-default that would otherwise occur under the Receivables Facility in respect of certain defaults in the payment of interest under the Credit Facility, with the effect that such interest payment defaults will not result in an event of default under the Receivables Facility until the expiration of the 68 or 45 calendar day grace periods, as applicable, provided for under the Credit Facility Amendment; and * extends certain related covenant accommodations with respect to the Company's liquidity position through January 7, 2024. Furthermore, on December 8, 2023, Audacy Capital, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee and as notes collateral agent entered into: * a fourth supplemental indenture to an existing indenture, dated as of April 30, 2019 -- 2027 Notes Indenture -- governing the terms of Audacy Capital'S 6.500% senior secured second-lien notes due May 1, 2027; and * a third supplemental indenture to an existing indenture, dated as of March 25, 2021 -- 2029 Base Indenture -- governing the terms of Audacy Capital'S 6.750% senior secured second-lien notes due March 31, 2029. The Supplemental Indentures extend the grace period before which a default in payment of interest on the Notes matures into an Event of Default as follows: * 2027 Notes: from 40 calendar days to 67 calendar days; and * 2029 Notes: from 71 calendar days to 99 calendar days. However, if holders of a majority in principal amount of the outstanding 2027 Notes or holders of a majority in principal amount of the outstanding 2029 Notes, as applicable, have not received a substantially final form of agreement among Audacy Capital, the subsidiary guarantors and the applicable Majority Noteholders with respect to a consensual transaction relating to Audacy Capital'S funded indebtedness that is in form and substance satisfactory to the applicable Majority Noteholders by December 15, 2023, the grace period extensions expire after: * 2027 Notes: 44 calendar days; and * 2029 Notes: 76 calendar days In addition, if the applicable Majority Noteholders have not received an agreement executed by the applicable Majority Noteholders and the Required Lenders with respect to a consensual transaction relating to Audacy Capital'S funded indebtedness that is in form and substance satisfactory to the applicable Majority Noteholders by December 18, 2023, the grace period extensions expire after: * 2027 Notes: 47 calendar days; and * 2029 Notes: 79 calendar days. The grace period extensions will also terminate if an event of default permitting acceleration of amounts due under the Credit Facility occurs due to nonpayment of interest or if Audacy Capital makes certain interest payments due under the Credit Facility. These interest payments under the applicable Notes are subject to the grace period extensions under the applicable Supplemental Indenture: * 2027 Notes: approximately $15,000,000 originally due on November 1, 2023; and * 2029 Notes: approximately $18,000,000 originally due on September 30, 2023. About Audacy Inc. Philadelphia, Pa.-based Audacy Inc., formerly Entercom Communications Corp., is a multi-platform audio content and entertainment company with a collection of local music, news and sports brands, a premium podcast creator, major event producer, and digital innovator. As of Sept. 30, 2023, the Company had $2.79 billion in total assets and $2.66 billion in total liabilities. As reported by the TCR on Nov. 10, 2023, S&P Global Ratings lowered its issuer credit rating on Audacy Inc. to 'D' from 'CCC-'. At the same time, S&P lowered its issue-level rating on Audacy's senior secured first-lien term loan to 'D' from 'CCC' and issue-level rating on its senior secured second-lien notes to 'D' from 'C'. Audacy has not made the interest payments on its senior secured first-lien revolving credit facility and term loan both due 2024 ($17 million due Oct. 31, 2023), senior secured second-lien notes due 2027 ($15 million due Nov. 1, 2023), or senior secured second-lien notes due 2029 ($18 million due Sept. 30, 2023). In addition, S&P does not expect that the company will complete the interest payments in the stated grace periods to preserve its financial flexibility. Audacy has been discussing strategies to manage its liabilities with its lenders, which S&P believes will lead to a comprehensive debt restructuring or bankruptcy filing. Audacy has engaged outside advisors with respect to these alternatives. AZAR BOUJARAN-GHOMI: No Patient Care Concern, 1st PCO Report Says ----------------------------------------------------------------- Joseph Tomaino, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of New York his first report regarding Azar Boujaran-Ghomi, DDS, PC's dental services. Azar Boujaran-Ghomi, DDS, PC is a dental practice in Tribeca, and has been in practice since 2006. The practice focuses on general and cosmetic dentistry. There are four dental chairs in the office, and in addition to Dr. Azar Boujaran-Ghomi, there is another part time dentist and a periodontist. The practice uses domestic United States laboratories for dental appliances. The PCO noted that Azar denies any payroll difficulties or problems with purchasing supplies or equipment. Moreover, the PCO has received no calls or emails with patient or employee complaints. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=ahndxB from PacerMonitor.com. The ombudsman may be reached at: Joseph J. Tomaino Chief Executive Officer Grassi Healthcare Advisors LLC 750 Third Ave New York, NY 10017 Telephone: (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About Azar Boujaran-Ghomi DDS Azar Boujaran-Ghomi DDS, P.C. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42065) on June 9, 2023, with as much as $1 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor is represented by the Law Offices of Alla Kachan, PC. Joseph J. Tomaino is the patient care ombudsman appointed in the Debtor's Chapter 11 case. AZAR BOUJARAN-GHOMI: Patient Care Ombudsman Taps Rimon as Counsel ----------------------------------------------------------------- Joseph Tomaino, the patient care ombudsman (PCO) appointed in the Chapter 11 case of Azar Boujaran-Ghomi DDS PC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Rimon PC. The PCO requires legal counsel to: (a) give advice with respect to the duties, obligations and powers of the PCOduring the continuance of the Debtor's case; (b) represent the PCO as an interested party in connection with any proceedings in this case; (c) prepare necessary legal documents; and (d) perform all other legal services for the PCO. Ronald Friedman, Esq., an attorney at Rimon, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ronald J. Friedman, Esq. Rimon PC 100 Jericho Quadrangle, Suite 300 Jericho, NY 11753 Telephone: (516) 479-6300 Email: ronald.friedman@rimonlaw.com About Azar Boujaran-Ghomi DDS PC Azar Boujaran-Ghomi DDS, PC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-42065) on June 9, 2023, with as much as $1 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor is represented by the Law Offices of Alla Kachan, PC. Joseph J. Tomaino, the patient care ombudsman appointed in the Debtor's case, tapped Rimon PC as his legal counsel. B&C FAMILY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: B&C Family, LLC 1141 Elden Street, Ste. 224 Herndon, VA 20170 Business Description: B&C Family is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 13, 2023 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 23-12036 Debtor's Counsel: Nathan Fisher, Esq. FISHER-SANDLER, LLC 3977 Chain Bridge Rd., Suite #2 Fairfax, VA 22030 Tel: (703) 691-1642 Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Steve Bilidas as member. The Debtor indicated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RPGXRQA/BC_FAMILY_LLC__vaebke-23-12036__0001.0.pdf?mcid=tGE4TAMA BACKFORTY VENTURES: Seeks to Use $36,064 of Cash Collateral ----------------------------------------------------------- Backforty Ventures, LLC asks the U.S. Bankruptcy Court for the District of Oregon for authority to use cash collateral in the amount of $36,064 and provide adequate protection. The Debtor requires the use of cash collateral for the payment of operating expenses in the normal course of business. Prior to the commencement of the case, on February 18, 2021, SaviBank filed a UCC statement in Oregon relating to the Debtor to secure performance of its outstanding Note. Creditor is entitled to enforce the UCC filing as to all the Debtor's assets, including its ongoing revenue. The security interest of Creditor is superior to those of all other creditors known to Debtor as it is first in time on the Secretary of State database. In order to adequately protect the interests of Creditor in the Pre-petition Collateral and for the Debtor's use of cash collateral, the Debtor proposes to provide replacement liens pursuant to 11 USC section 361(2) to property of the Estate of the kind which presently secure the indebtedness owed to Creditors. The Debtor also proposes to make a $500 monthly payment to the Creditor for adequate protection, which amount is included in the budget. A hearing on the matter is set for December 28, 2023 at 2 p.m. A copy of the motion is available at https://urlcurt.com/u?l=3Js2DR from PacerMonitor.com. About Backforty Ventures, LLC The Debtor is a beverage manufacturer and co-packer specializing in beer, spirits, and and non-alcoholic sodas. Backforty Ventures, LLC in Clackamas, OR, filed its voluntary petition for Chapter 11 protection (Bankr. Or. Case No. 23-32 765) on November 29, 2023, listing $430,424 in assets and $2,526,995 in liabilities. Brice Barrett as member, signed the petition. Judge David W. Hercher oversees the case. MICHAEL D. O'BRIEN & ASSOCIATES, P.C. serve as the Debtor's legal counsel. BANYAN CAY RESORT: Owed DIP Lenders $1.5 Million, Says Judge ------------------------------------------------------------ Yun Park of Law360 reports that a bankruptcy judge has denied an objection by debtors including Banyan Cay Resort & Golf LLC to a $1.5 million deficiency claim that a Chapter 11 lender made after taking possession of the resort as collateral this year when debtor-in-possession financing ran out and a buyer backed out of the sale. About Banyan Cay Resort & Golf Banyan Cay Resort & Golf, LLC, and affiliates constitute a business enterprise that invests in, owns, and operates an approximately 200-acre resort and golf complex in West Palm Beach, Florida called Banyan Cay Resort & Golf Club, along with the ownership of certain real property incidental thereto and the provision of services related thereto. Banyan Cay Resort first acquired the property upon which the Development sits in August 2015 from Palm Tree Golf Management, LLC. Banyan Cay Resort and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12386) on March 29, 2023. In the petition signed by Gerard A. McHale, McHale, P.A., proposed chief restructuring officer, Banyan Cay Resort disclosed up to $500 million in both assets and liabilities. Judge Mindy A. Mora oversees the cases. Gerard McHale of McHale, PA, has been designated as CRO and CEO of the Debtors. Joseph A. Pack and Jessey J. Kreh of Pack Law, serve as the Debtors' counsel. Keen-Summit Capital Partners LLC serves as marketing agent and broker for the Debtors. BARNES & NOBLE: Incurs $24.18 Million Net Income in Second Quarter ------------------------------------------------------------------ Barnes & Noble Education, Inc. has announced its financial results for the second quarter disclosing a net income of $24.18 million on total sales of $610.38 million for the 13 weeks ended October 28, 2023, compared to a net income of $22.14 million on total sales of $608.63 million for the 13 weeks ended October 29, 2022. For the 26 weeks ended October 28, 2023, the Company reported a net loss of $26.21 million on total sales of $874.54 million compared to a net loss of $30.56 million on total sales of $863.31 million for the 26 weeks ended October 29, 2022. As of October 28, 2023, Barnes & Noble Education had $1.14 billion in total assets, $1.04 billion in total liabilities, and $105.96 million in total stockholders' equity. Commenting on the results, Michael P. Huseby, Chief Executive Officer of BNED said, "Our second quarter results demonstrate that the execution of our transformation initiatives is working. The accelerated adoptions of First Day Complete, our innovative equitable access program, and our ongoing operating efficiency and cost-reduction actions are benefiting our financial results." "In the second quarter, even with 128 fewer stores than a year ago, we grew the top line, driven by a 3.6% increase in total retail Gross comparable stores sales. This sales growth combined with a $13.0 million reduction in selling and administrative expenses drove a 28% increase in consolidated Adjusted EBITDA to $50.3 million." "The tremendous value proposition that First Day Complete provides for institutions, faculty and student outcomes, is driving rapid growth of our First Day models across colleges and universities. First Day Complete revenue grew 52% year-over-year driven by the addition of 46 institutions to the program and increased student participation rates within existing schools. Our results also benefited from our team's commitment to operational efficiency and disciplined cost management. I'd like to thank all of BNED's employees, in particular our store teams, for their agility, tireless efforts, and dedication to delivering excellent service to our students and institutions in a rapidly changing and dynamic environment. We believe the actions we have taken, and continue to take, position us to deliver more consistent, sustainable, and profitable growth in the near-term and years ahead." A full-text copy of the regulatory filing is available at: https://www.sec.gov/Archives/edgar/data/1634117/000163411723000074/exhibit99120231028q224earn.htm About Barnes & Noble Education Basking Ridge, New Jersey-based Barnes & Noble Education, Inc. ("BNED") is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. It is one of the largest textbook wholesalers, inventory management hardware and software providers that operates 1,289 physical, virtual, and custom bookstores and serve more than 5.8 million students, delivering essential educational content, tools and general merchandise within a dynamic omnichannel retail environment. As of July 29, 2023, BNED has $1,070,817,000 in total assets and $989,758,000 in total liabilities. BNED was previously warned that its liquidity level raised substantial doubt about its ability to continue as a going concern as of the year ended April 29, 2023, according to a TCR report dated Sept. 12, 2023. BNED's management believes that the expected impact on its liquidity and cash flows resulting from the debt amendments and the operational initiatives as outlined are sufficient to enable the Company to meet its obligations for at least the next 12 months and to continue to alleviate the conditions that initially raised substantial doubt. BARRETTS MINERALS: Can't Stop Talc Lawsuits Against Testing Firms ----------------------------------------------------------------- Alex Wittenberg of Law360 reports that a Texas bankruptcy judge on Friday, December 8, 2023, declined to apply an injunction temporarily protecting Barretts Minerals units from talc-related lawsuits to a parent company that tested the talc for asbestos, after voicing concerns about the debtor's potential efforts to improperly protect parent entities that aren't part of the bankruptcy case. About Barretts Minerals Barretts Minerals Inc. current operations are focused on the mining, beneficiating, processing, and sale of industrial talc. BMI historically supplied a relatively minor percentage of its sales into cosmetic applications. BMI's talc is sold to distributors and third-party manufacturers for use in such parties' products, which are then incorporated into downstream products eventually sold to consumers. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90794) on Oct. 2, 2023. In the petition signed by David J. Gordon, chief restructuring officer, BMI disclosed up to $100 million in assets and up to $50 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Porter Hedges LLP and Latham& Watkins LLP as legal counsel, M3 Partners, LP as financial advisor, Jefferies LLC as investment banker, and Stretto, Inc., as claims, noticing, and solicitation agent and administrative advisor. BENITAGO INC: Seeks to Hire Triple P RTS as Restructuring Advisor ----------------------------------------------------------------- Benitago Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Triple P RTS, LLC as restructuring advisor and Thomas Studebaker, managing partner at Triple P RTS, as chief restructuring officer. The Debtors require a restructuring advisor to: (a) assist in the evaluation and development of a short-term cash flow model and related liquidity management tools for the Debtors for such purpose(s) as they may require; (b) assist in the evaluation and development of a business plan and such other related forecasts and analyses for the Debtors for such purpose as they may require; (c) assist in the evaluation and development of various strategic and financial alternatives and financial analyses for such purpose(s) as the Debtors may require; (d) assist the Debtors in their engagement and negotiations with, without limitation, the Deal Agent or holders of the Debtors' debt or equity, their employees, and their customers, vendors, and other commercial counterparties; (e) assist in the development and distribution of other information that may be requested or required by the Debtors or the constituents; (f) assist in the evaluation and implementation of contingency planning related to the Debtors' commencing or otherwise becoming the subject of a case under Chapter 11 of title 11 of the United States Code; (g) assist in obtaining and presenting information required by parties in interest in a Chapter 11 case; (h) assist in the preparation of other business, financial and other reporting related to a Chapter 11 case; and (i) assist with such other matters as may be requested by the Debtors that are within the firm's expertise and otherwise mutually agreeable to them. The hourly rates of the firm's professionals are as follows: Managing Partner $985 Service Line Leader $925 Managing Director $800 - $885 Director $660 - $740 Vice President $535 - $645 Associate $395 - $435 Analyst $225 In addition, the firm will seek reimbursement for expenses incurred. The security retainer is $100,000. Mr. Studebaker disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas Studebaker Triple P RTS, LLC 300 North LaSalle, Suite 1420 Chicago, IL 60654 Telephone: (312) 781-7520 About Benitago Inc. Benitago Inc. is a New York-based company, which operates an e-commerce aggregator platform intended to create, acquire, and grow businesses. Benitago and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on Aug. 30, 2023. In the petition signed by its chief restructuring officer, Thomas Studebaker, Benitago disclosed $50 million to $100 million in both assets and liabilities. Judge Sean H. Lane oversees the cases. Kyle J. Ortiz, Esq., at Togut Segal & Segal LLP, is the Debtors' legal counsel. The Debtors tapped Portage Point Partners as financial advisor and Stretto Inc. as notice, claims, and balloting agent. BLUE STAR: Registers 19.9 Million Shares for Potential Resale ------------------------------------------------------------- Blue Star Foods Corp. filed with the Securities and Exchange Commission a Form S-1 registration statement relating to the potential offer and resale by selling stockholders, Lind Global Fund II LP and ClearThink Capital Partners, LLC of 19,876,735 shares of the Company's common stock, $0.0001 par value per share, consisting of (i) up to 2,761,668 shares issuable upon conversion of the principal and accrued interest at maturity of two convertible promissory notes in the aggregate principal amount of $1,500,000 in total, each issued to Lind Global Fund II LP on May 30, 2023 and July 27, 2023, respectively, (ii) warrants to purchase up to 435,035 shares of Common Stock (at an exercise price of $2.45 per share), issued to Lind on May 30, 2023, and (iii) up to 16,680,032 shares issuable pursuant to that certain purchase agreement dated May 16, 2023, by and between ClearThink Capital Partners, LLC and the Company. The registration of the shares of the Company's Common Stock covered by this prospectus does not necessarily mean that any shares of the Company's Common Stock will be sold by any of the Selling Stockholders, and the Company cannot predict when or in what amounts any of the Selling Stockholders may sell any of its shares of Common Stock offered by this prospectus. The selling stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Common Stock through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and the Company does not know when or in what amount the Selling Stockholders may sell their shares of Common Stock hereunder following the effective date of this registration statement. There is currently a limited public trading market for the Company's Common Stock. The Company's Common Stock is listed on the Nasdaq Capital Market under the symbol "BSFC." The last reported sale price of our common stock on the Nasdaq Capital Market on Dec. 7, 2023, was $0.15 per share. The Company is registering the shares of Common Stock on behalf of the Selling Stockholders, to be offered and sold by them from time to time. The Company will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders in the offering described in this prospectus. The Company has agreed to bear all of the expenses incurred in connection with the registration of the Common Stock. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Common Stock. A full-text copy of the Registration Statement is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1730773/000149315223044216/forms-1.htm#a_007https://www.sec.gov/ix?doc=/Archives/edgar/data/1730773/000149315223044216/forms-1.htm#a_007 About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an international sustainable marine protein company based in Miami, Florida, that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's main operating business, John Keeler & Co., Inc. was incorporated in the State of Florida in May 1995. The swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. Blue Star reported a net loss of $13.19 million for the year ended Dec. 31, 2022, compared to a net loss of $2.61 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.68 million in total assets, $9.92 million in total liabilities, and a total stockholders' deficit of $1.24 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CHAPIN DAIRY: Has Deal on Cash Collateral Access ------------------------------------------------ Chapin Dairy, LLC asks the U.S. Bankruptcy Code for the District of Colorado for authority to use cash collateral, on a final basis, in accordance with its agreement with American AgCredit, FLCA, American AgCredit, PCA, and American AgCredit, ACA. In relevant part, the interim cash collateral orders entered in both the Chapin and Riverside cases provide for payment of adequate protection to the Lender after December 31, 2023. As a result, Riverside, Chapin and the Lender agree to entry of a final cash collateral order on the same terms as the Interim Order, and to vacate the hearing set for December 12, 2023 at 9 a.m. As previously reported by the Troubled Company Reporter, pre-petition, Chapin Dairy and its two affiliates - Riverside Milk, LLC and Chapin Dairy Two, LLC - executed a number of agreements with the Lenders. All the agreements are cross-collateralized between the parties. As of petition date, the Debtors owe an aggregate amount of $18 million under the loan documents. Prior to the Petition Date, Riverside entered into a Stipulated Interim Order with the Lenders, which provides for the continuing use of cash collateral through the end of December, 2023. Based on the Stipulated Interim Order, the amount of the obligation is $17.518 million as of July 23, 2023. In addition to Lenders, a UCC search of Riverside turns up a UCC Financing Statement filed on behalf of Agfinity, Inc. on October 31, 2022 at Document No. 20222111260, which asserts a security interest in all assets of the Riverside. The Debtor acknowledges taking out a line of credit from Agfinity in October of 2022, but further states nothing is owing to Agfinity pursuant to that line of credit as of the Petition Date. Notwithstanding the existence of the UCC Financing Statement, Debtor states nothing is owed to Agfinity. The Lenders reserves any and all of its rights to continue to assert that the Prepetition Credit Facility Liens are senior in priority over any and all other liens on the Collateral as the same relates to any lien asserted by Agfinity. A copy of the motion is available at https://urlcurt.com/u?l=7U3VNt from PacerMonitor.com. About Chapin Dairy, LLC Chapin Dairy, LLC owns five properties in Weldona, Colo. valued at $5.96 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13262) on July 24, 2023. In the petition signed by A. Foy Chapin, manager, the Debtor disclosed $11,249,082 in assets and $19,303,237 in liabilities. Judge Thomas B. Mcnamara oversees the case. Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, P.C., represents the Debtor as legal counsel. CHARLES & 20: Court Approves Disclosure Statement ------------------------------------------------- Judge Nancy V. Alquist has entered an order approving the Disclosure Statement of Charles & 20, LLC and 16 East 20, LLC. Jan. 9 2024, is fixed as the last day of filing written acceptances or rejections of the Plan. Jan. 10, 2024 at 2:00 p.m. is fixed for the hearing on confirmation of the Plan to take place in Courtroom 2A of the U.S. Bankruptcy Court, U.S. Courthouse, 101 West Lombard Street, Baltimore, Maryland 21201. Jan. 9, 2024, is fixed as the last day for filing and serving written objections to confirmation of the Plan. About Charles & 20, LLC Charles & 20, LLC, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-14023) on June 8, 2023, with $1 million to $10 million in both assets and liabilities. Anthony C.Y. Cheng, member and owner, signed the petition. Judge Nancy V. Alquist oversees the case. Tydings & Rosenberg, LLP, is the Debtor's legal counsel. CHEMICAL EXCHANGE: Taps Melton & Melton as Tax Professional ----------------------------------------------------------- Chemical Exchange Industries, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Melton & Melton, LLP as tax professional. The firm's services include: (a) assisting the Debtors in preparing its annual state of Texas franchise returns for 2022; and (b) assisting the Debtors in preparing and filing their 2022 annual U.S. federal tax returns. Melton's compensation for professional services rendered to the Debtors will be based upon a flat fee of $4,800.00 as set forth in the engagement agreement. As of the petition date, the Debtors owe the firm $27,100 for pre-petition services. Michael Gallier, CPA, a member of Melton & Melton, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael J. Gallier, CPA Melton & Melton, LLP 6002 Rogerdale, Suite 200 Houston, TX 77072 Telephone: (281) 759-1120 Facsimile: (281) 759-5500 About Chemical Exchange Industries Chemical Exchange Industries, Inc. specializes in contract manufacturing and tolling, and the manufacture of DCPD (dicyclopentadiene), DCPD alcohol, resin intermediates, n-butanol, DCPD/CPD derivatives, mining chemicals, aromatic solvents, and sustainable aviation fuel (SAF). The company is based in Galena Park, Texas. Chemical Exchange Industries and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 23-90778) on Sept. 18, 2023. In the petition signed by its chief executive officer, Douglas H. Smith, Chemical Exchange Industries disclosed $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Joseph Epstein, Esq., at Joseph G. Epstein, PLLC and The Tower Law Firm, PLLC as bankruptcy counsels; Chiron Financial, LLC as investment banker and financial advisor; and Melton & Melton, LLP as tax professionals. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Zachary McKay, Esq. CIBUS INC: Financial Strain Raises Going Concern Doubt ------------------------------------------------------ Cibus, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that there is substantial doubt about its ability to continue as a going concern. The Company said, "Our ability to continue as a going concern will depend on our ability to obtain additional financing in the near term. As of September 30, 2023, Cibus had $31.9 million of cash, cash equivalents, and restricted cash. Current liabilities were $25.1 million as of September 30, 2023. For the nine months ended September 30, 2023, Cibus reported a net loss of $60.4 million, compared to a net loss of $14.05 million for the same period in 2022. "Even if this offering is successful, there will continue to be substantial doubt about our ability to continue as a going concern in the absence of additional financing. To finance our continued operations under our current business plan over the next 12 months, we will need to raise additional capital, including after giving effect to this offering. Such financing may not be available within our required timeframes, on acceptable terms, or at all." "In light of the foregoing needs and constraints on our capital resources, our Board of Directors is evaluating a full range of strategic alternatives to maximize shareholder value, which may include potential equity or debt financing transactions, business combination transactions (including an acquisition or merger transaction), sales of assets, licensing or other strategic transactions." Certain potential strategic transaction alternatives could (i) result in substantial additional dilution to existing stockholders, (ii) result in the issuance of securities with preferences over Cibus' existing Common Stock, (iii) subject the Company to covenants that impose operational restrictions, (iv) require us to relinquish potentially valuable rights to pipeline traits or proprietary technologies, (v) result in the granting of licenses on terms that are not favorable to the Company, or (vi) have a material adverse effect on the market price of the Class A Common Stock. In addition, on October 18, 2023, Cibus implemented a strategic realignment pursuant to which we initiated cost reduction initiatives designed to preserve capital resources for the advancement of Cibus' priority objectives, which initiatives included reductions in capital expenditures, streamlining of independent contractor utilization, and prioritization of near-term payment obligations. Cibus' management continues to evaluate and closely manage its capital resources and initiatives in view of current constraints. "If we fail to obtain substantial funding or consummate a strategic transaction in the next several months and are unable to continue as a going concern, we may be required to discontinue or delay one or more of our development programs or to wind-down our business through the initiation of bankruptcy proceedings. In the event of a wind-down, it is likely that holders of our Common Stock, including investors in this offering, will lose all or part of their investment. If we seek additional financing to fund our business activities in the future and there is substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all." Full text copies of the Form 8-K, and the Company's Form 10-Q for the quarterly period ended September 30, 2023 are available at http://tinyurl.com/yr87r84zand http://tinyurl.com/bdd4jpk8 respectively. About Cibus, Inc. San Diego, CA-based Cibus, Inc. (formerly Calyxt, Inc.) is an agricultural technology company in the plant seed industry. It is a gene editing-based technology company whose business is to develop and license plant traits to seed companies in exchange for royalties. Its target trait market is productivity traits that improve yields, lower input (such as chemicals) costs, and increase the sustainability and profitability of farming. Cibus, Inc. completed the Merger Transactions on May 31, 2023, with Cibus Global, LLC, and the Company carries on its business through Cibus Global and its subsidiaries. Cibus is the sole managing member of Cibus Global and, as sole managing member, the Company operates and controls all of the business and affairs of Cibus Global. As a result, the Company consolidates the financial results of Cibus Global and its subsidiaries and reports redeemable noncontrolling interest representing the economic interest in Cibus Global held by the other members of Cibus Global. As of September, 30, 2023, Cibus has $796.24 million in total assets and $203.74 million in total liabilities. CORE SCIENTIFIC: Plan Supplements Filed --------------------------------------- Core Scientific, Inc. and its debtor-affiliates filed on Dec. 8 a supplement to their Third Amended Joint Chapter 11 Plan of Reorganization and on Dec. 11 filed a further supplement to the Plan with the Bankruptcy Court for the Southern District of Texas. The Plan Supplement and Amended Plan Supplement, collectively, include certain documents related to the Plan and referenced therein, including, among other things: the (i) forms of New Corporate Governance Documents, solely with respect to the Reorganized Parent, (ii) form of New Secured Convertible Notes Indenture, (iii) form of New Secured Notes Indenture, (iv) form of Contingent Payment Obligations Agreement, (v) forms of New Miner Equipment Lender Debt Documents, (vi) form of Exit Credit Agreement, (vii) form of New Warrants Agreement, (viii) forms of certain New Intercreditor Agreements, (ix) disclosures related to the New Board pursuant to Section 1129(a)(5) of the Bankruptcy Code, (x) Restructuring Transactions Exhibit, (xi), schedules of retained causes of action, rejected contracts, assumed contracts and Allowed General Unsecured Claims and (xii) form of Registration Rights Agreement. The documents included in the Plan Supplement and Amended Plan Supplement reflect the Debtors' versions of such documents (except with respect to the forms of New Intercreditor Agreements, which reflect the Ad Hoc Noteholder Group's version) and are subject to change. The changes may be material and/or adverse to the Debtors, based on further comments from the Ad Hoc Noteholder Group, the Equity Committee and the Settling Miner Equipment Lenders (none of which have signed off on the applicable documents). Each of the documents contained in the Plan Supplement and Amended Plan Supplement remain subject to ongoing review by, negotiations between, and the applicable consent rights of the Debtors, the Ad Hoc Noteholder Group, the Equity Committee, and the Settling Miner Equipment Lenders, as applicable, and all rights of the foregoing parties are reserved. Accordingly, the documents included in the Plan Supplement and Amended Plan Supplement remain subject to (i) further review, negotiations, and modifications and (ii) final documentation in a manner consistent with the Plan and the RSA. The Debtors reserve all rights to amend, modify, or supplement the Plan Supplement and Amended Plan Supplement, and any of the documents contained therein, in accordance with the terms of the Plan. The Debtors filed the Third Amended Plan on Nov. 16. The following day, the Bankruptcy Court entered an order conditionally approving the Disclosure Statement and establishing solicitation and voting procedures of the Plan. A hearing to consider confirmation of the Plan and final approval of the Disclosure Statement is currently scheduled to begin on Friday, Dec. 22, 2023 at 10:00 a.m. (Central Time) before the Bankruptcy Court. The Combined Hearing may be adjourned from time to time, without further notice other than by filing a notice on the Bankruptcy Court's docket indicating such adjournment and/or announcement of the adjourned date(s) at the Combined Hearing. Plan and RSA Also on Nov. 16, Core Scientific entered into a Restructuring Support Agreement with (x) the holders of (i) approximately 93% in aggregate principal amount outstanding of the Convertible Notes issued pursuant to the April Convertible Notes Purchase Agreement and (ii) approximately 80% in aggregate principal amount outstanding of the Convertible Notes issued pursuant to the August Convertible Notes Purchase Agreement, (y) the official committee of equity security holders in the Chapter 11 Cases, and (z) the members of the Equity Committee, excluding Foundry Digital LLC, which represents an agreement between the Company and the RSA Parties regarding the terms of certain restructuring transactions. Among other things, pursuant to the RSA, the Consenting Creditors and the Equity Committee Members have agreed to vote in favor of the Plan and the RSA Parties have agreed to support consummation of the Restructuring contemplated by the Plan. The RSA and the Plan contemplate, among other things: * The April Convertible Notes Secured Claims shall be Allowed in the amount of $350,000,000, plus (ii) accrued interest at the rate provided under the April NPA from January 15, 2024 through the Effective Date (if the Effective Date occurs after January 15, 2024), plus (iii) the aggregate Pro Rata Total Convertible Notes Share on account of the April Convertible Notes held by Holders of April Convertible Notes of any ERO Shortfall Equity Distribution Amount, plus (iv) the aggregate Pro Rata Total Convertible Notes Share on account of the April Convertible Notes held by Holders of April Convertible Notes of any Incremental Convertible Noteholders Equity Distribution Amount; * The August Convertible Notes Secured Claims shall be Allowed in the amount of (i) $360,000,000, plus (ii) accrued interest at the rate provided under the August NPA from January 15, 2024 through the Effective Date (if applicable), plus (iii) the aggregate Pro Rata Total Convertible Notes Share on account of the August Convertible Notes held by Holders of August Convertible Notes of any ERO Shortfall Equity Distribution Amount, plus (iv) the aggregate Pro Rata Total Convertible Notes Share on account of the August Convertible Notes held by Holders of August Convertible Notes of any Incremental Convertible Noteholders Equity Distribution Amount; * A senior secured, first-lien term loan credit facility comprising (a) a "new money" credit facility, pursuant to which term loans in an aggregate principal amount equal to (i) $20 million that shall be made available on the Closing Date, and (ii) $20 million that shall be made available from time to time after the Closing Date, in each case, subject to satisfaction of certain conditions precedent and (b) a "cashless" credit facility, pursuant to which the reorganized Company shall be deemed to incur, on the Closing Date, term loans in an aggregate principal amount equal to $40 million, which reflects the amount of Allowed Convertible Notes Secured Claims that will become obligations under the Exit Facility; * The issuance of new secured notes in an aggregate principal amount of $150 million to Holders of Allowed April Convertible Notes Secured Claims; * The issuance of new secured convertible notes in an aggregate principal amount of $260 million to Holders of Allowed Convertible Notes Secured Claims; * The issuance of $260 million of New Common Interests distributable to Holders of Allowed Convertible Notes Secured Claims; * The issuance of Contingent Payment Obligations to each Holder of Allowed Convertible Notes Secured Claims that receives a distribution of New Common Interests pursuant to the Convertible Noteholders Equity Distribution; * The issuance of (i) Miner Equipment Lender Takeback Debt (Default) to Holders of Miner Equipment Lender Secured Claims that elect to or otherwise receive the Default Miner Equipment Lender Treatment and (ii) Miner Equipment Lender Takeback Debt (Election 2) to Holders of Miner Equipment Lender Secured Claims that elect to receive the Miner Equipment Lender Treatment Election 2; * The reinstatement of Other Secured Claims; * The issuance of M&M Lien Takeback Debt to Holders of Allowed M&M Lien Secured Claims; * The issuance of New Common Interests to Holders of Allowed General Unsecured Claims with a value, based on Plan Value, equal to 100% of such Holders' Allowed General Unsecured Claims; * The issuance of New Common Interests to Holders of Existing Common Interests and Allowed Section 510(b) Claims in an amount equal to such Holders' Pro Rata Equity Share of the Residual Equity Pool; * The issuance of two tranches of New Warrants to each Holder of Existing Common Interests and Holders of Allowed Section 510(b) Claims. Tranche 1 Warrants will be exercisable for the purchase of up to 30% of the New Common Interests, assuming no exercise of the Tranche 2 Warrants (subject to dilution to the extent of the exercise of the Tranche 2 Warrants). Following a TEV Triggering Event, Tranche 2 Warrants will initially be exercisable for the purchase of up to 20% of the New Common Interests, on a fully diluted basis; * The right of certain Holders of Existing Common Interests to participate in the Equity Rights Offering; and * In lieu of the right to participate in Equity Rights Offering, a distribution to the Holders of Section 510(b) Claims either in Cash, New Common Interests, New Warrants, or some combination thereof, at the Company's option, in an amount equal to the value of the Subscription Rights. The record date for distributions to Holders of Claims under the Plan, including with respect to Holders of Existing Common Interests, has not yet been determined, but will be, (i) with respect to Holders of Allowed Claims, the earlier of (a) the date that is two business days before the Effective Date or such other date as is designated by the Debtors, with the consent of the Requisite Consenting Creditors (subject to the parties' rights and obligations under the RSA) and (b) the date such Claim becomes Allowed and (ii) with respect to Holders of Existing Common Interests, the Effective Date. The Effective Date is expected to occur in late December 2023 or early January 2024. Milestones The RSA further provides that the Debtors shall achieve certain future milestones with respect to the Chapter 11 Cases, including: * By no later than seven calendar days after entry of the Disclosure Statement Approval Order, the Debtors shall have commenced solicitation of the Plan; * By no later than January 19, 2024, the Bankruptcy Court shall have entered the Confirmation Order; and * By no later than February 19, 2024, the Effective Date shall have occurred, which date may be extended in writing by the Requisite Consenting Creditors, the Company and the Equity Committee to no later than March 19, 2024, and any further extension of the Outside Date shall require the consent of each Consenting Creditor, the Company and the Equity Committee. In accordance with the RSA, the Debtors agreed, among other things, to: (a) support and take all steps necessary and desirable to consummate the Restructuring and Restructuring Transactions contemplated by the Plan; (b) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring or the Restructuring Transactions contemplated by the Plan, negotiate in good faith and take all reasonable steps necessary or reasonably requested by the Consenting Creditors or Equity Committee to address any such impediment; and (c) negotiate in good faith and use commercially reasonable efforts to execute, deliver, perform its obligations under, and consummate the transactions contemplated. In accordance with the RSA, the Consenting Creditors agreed, subject to the terms and conditions of the RSA, among other things, to: (a) vote their Claims and Interests to accept the Plan; (b) timely vote their Claims and Interests against any Alternative Restructuring; (c) use commercially reasonable efforts to support and take all actions reasonably requested by the Company to support the Restructuring and the Restructuring Transactions contemplated by the Plan; and (d) except as permitted in the RSA, not transfer any Claims or Interests held by such Consenting Creditors. In accordance with the RSA, the Equity Committee and Equity Committee Members agreed, among other things, to, (a) in the case of Equity Committee Members, vote their Claims and Interests to accept the Plan; (b) in the case of Equity Committee Members, timely vote their Claims and Interests against any Alternative Restructuring; (c) use commercially reasonable efforts to encourage the Backstop Parties to vote their Claims and Interests to accept the Plan; and (d) not object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring or the Restructuring Transactions contemplated by the Plan. The RSA further provides that the Consenting Creditors, the Equity Committee, and Equity Committee Members, as applicable, shall have the right, but not the obligation, to terminate the RSA upon the occurrence of certain events, including, among other things, (a) the failure of the Debtors to achieve the milestones set forth in the RSA (unless waived or extended in accordance with the RSA); (b) with respect to the Consenting Creditors, termination of the commitments under the Backstop Commitment Letter, the Company's failure to raise $30,000,000 in proceeds under the Equity Rights Offering, or termination, after the execution thereof, of the Exit Facility Commitment Letter; and (c) with respect to the Equity Committee, if the Equity Committee determines in good faith and upon the written advice of the Equity Committee Advisors that the Restructuring is not in the best interests of Holders of Class 12 Existing Common Interests and continued support would be inconsistent with the exercise of its fiduciary duties under applicable Law. The RSA permits the Debtors to terminate the RSA if, among other things, (i) the special committee of the board of directors of the Company determines in good faith, after consultation with outside counsel, that the Restructuring is not in the best interests of the Debtors' estates and continued support for the Restructuring would be inconsistent with the exercise of its fiduciary duties (subject to certain conditions), and (ii) the Exit Facility Commitment Parties do not execute the Exit Facility Commitment Letter within two weeks following the Support Effective Date, subject to the extension of such date with the consent of the Debtors and the Requisite Consenting Creditors. Although the Debtors intend to pursue the Restructuring in accordance with the terms in the RSA, there can be no assurance that the Debtors will be successful in completing the Restructuring or any similar transaction on the terms set forth in the RSA, on different terms, or at all. Equity Rights Offering and Backstop Commitment Letter On November 20, 2023, the Company announced that pursuant to the RSA and the Plan, the Company is conducting an equity rights offering of common shares of the reorganized Company in an aggregate amount of $55 million, at a price per share resulting from a 30% discount to the Plan Equity Value, based on a total enterprise value $1.5 billion. The Equity Rights Offering is being implemented consistent with the terms of the Plan and the RSA. Holders of the Company's Existing Common Interests, as of November 16, 2023, are entitled to purchase their pro rata share of the Rights Offering Amount. Participants in the Equity Rights Offering shall also have oversubscription rights to purchase unsubscribed ERO Shares. If the aggregate amount of subscriptions exceeds the number of ERO Shares offered in the Equity Rights Offering, then the aggregate over-subscription amount will be pro-rated among the holders exercising their respective Oversubscription Rights based on the number of ERO Shares each holder has subscribed pursuant to their exercise of Oversubscription Rights. In connection with the Equity Rights Offering, each holder of Existing Common Interests as of the Rights Offering Record Date will receive one Subscription Right for each Existing Common Interest held by such holder. Each Subscription Right will entitle the holder to purchase 0.01734 ERO Shares following its emergence from the Chapter 11 Cases, at the anticipated subscription price of $8.21710 per ERO Share. The subscription price may decrease depending on (i) treatment elections by the Company's miner equipment lenders and (ii) the extent to which the estimated maximum amount of disputed claims that may become Allowed General Unsecured Claims or Allowed Section 510(b) Claims in the Chapter 11 Cases changes, resulting in a lower or higher number of ERO Shares to be distributed upon the exercise of Subscription Rights. In such cases, the aggregate purchase price would not change. The Company's assumptions regarding Equipment Lender Elections and the estimated maximum amount of disputed claims are subject to change. No fractional ERO Shares will be issued in the Equity Rights Offering. Any fractional ERO Shares created by exercise of Subscription Rights will be rounded down to the nearest whole ERO Share. The Subscription Rights and Oversubscription Rights are non-transferrable. Participation in the Equity Rights Offering is optional for holders of Existing Common Interests and the treatment of Existing Common Interests in the Plan, as described in the Disclosure Statement, will not be impacted by a holder's participation, or lack thereof, in the Equity Rights Offering. The terms of the Equity Rights Offering and the information presented herein anticipates that in connection with the Restructuring described in the Plan and Disclosure Statement, holders of Existing Common Interests will receive a number of New Common Interests in exchange for their Existing Common Interests that is expected to be 1/25th of the number of Existing Common Interests held on November 20, 2023. Such ratio is subject to change. The Equity Rights Offering expires on December 11, 2023. On November 16, 2023, the Company entered into an agreement with the parties named therein, pursuant to which the Commitment Parties have agreed to severally and not jointly backstop $37.1 million of the Equity Rights Offering, subject to the terms and conditions in the Backstop Commitment Letter. Capitalized terms used but not defined in this "Equity Rights Offering and Backstop Commitment Letter" section of this Current Report on Form 8-K have the meanings ascribed to them in the Backstop Commitment Letter. Pursuant to the Backstop Commitment Letter, each of the Commitment Parties commits (i) to not sell its Existing Common Interests (other than as provided in the Backstop Commitment Letter) and (ii) to the extent the Equity Rights Offering (after giving effect to the exercise of Oversubscription Rights) does not raise funds equal to, or in excess of, the Backstop Commitment, purchase its Backstop Commitment Percentage of any unsubscribed ERO Shares in an aggregate amount equal to the difference between the Backstop Commitment and the total Equity Rights Offering proceeds. If, after taking into account the exercise of Subscription Rights and Oversubscription Rights and application of the Backstop Commitment, the amounts raised from the Equity Rights Offering are less than the Rights Offering Amount, up to approximately 5.1% of the common stock may be distributed to the Exit Delayed Draw Term Loan lenders and/or holders of the Convertible Notes, as defined and further set forth in the RSA. On the Effective Date, the Debtors will pay the Commitment Parties a backstop premium equal to 20% of the Backstop Commitment, which shall be paid in common stock of the reorganized Company at the Per Share Price; provided that, to the extent the Equity Rights Offering or the Plan is not consummated, the Backstop Commitment Premium shall not be payable. The Backstop Commitment Letter may be terminated by the mutual written consent of the Company and either (a) the Commitment Parties holding at least 50.1% in amount of the aggregate commitments of the Commitment Parties or (b) the Equity Committee. The Backstop Commitment Letter may also be terminated by either the Company or the Requisite Commitment Parties upon the occurrence of a Termination Event (in each case, upon written notice). If the Backstop Commitment Letter is terminated by (a) the Requisite Commitment Parties due to (i) any material breach of the Backstop Commitment Letter by the Debtors, to the extent not otherwise cured or waived after the delivery of written notice thereof by the Requisite Commitment Parties and such breach has not been cured within 10 business days; (ii) the solicitation or support by the Debtors, or the authorization or approval by the Bankruptcy Court, of an alternative transaction that is inconsistent with the transactions contemplated by the Backstop Commitment Letter and the Plan; or (iii) the material and adverse amendment or modification, or the filing by the Debtors of a pleading seeking authority to such amendment or modification, of the Backstop Commitment Letter, the Plan, the Disclosure Statement or any other Definitive Documentation, without the consent of the Requisite Commitment Parties; or (b) by the Debtors if (i) the Bankruptcy Court has not entered the Confirmation Order by January 19, 2024 (as may be extended with the prior written consent of the Requisite Commitment Parties; (ii) the Effective Date has not occurred by 11:50 p.m. CT on the Outside Date; or (iii) a Fiduciary Out, then the Company shall pay or cause to be paid to the Commitment Parties a non-refundable payment in cash in an aggregate amount equal to 5% of the Backstop Commitment. Further, certain Termination Events may also entitle the Commitment Parties to the Termination Payment if such Termination Event is not the result of any action by a Commitment Party or due to a failure of a Commitment Party to act in accordance with its obligations. The Commitment Parties shall not be entitled to the Termination Payment if the Backstop Commitment Letter is terminated due to the Debtors' failure to satisfy certain milestones set forth in the Backstop Commitment Letter (except for failure to meet the Outside Date). The Commitment Parties shall vote to accept the Plan. To the extent any Commitment Party votes against the Plan, or does not timely vote to accept the Plan, such Commitment Party shall not be entitled to receive its share of the Backstop Commitment Premium or Termination Payment, as applicable. The Backstop Commitment Letter also provides that the Commitment Parties and their affiliates shall be entitled to indemnification by the Debtors (including as reorganized pursuant to the Plan), including the reimbursement of claims for certain losses, damages, liabilities and reasonable and documented costs and expenses arising out of or in connection with the Equity Rights Offering or the Backstop Commitment Letter, up to the dollar amount of each Commitment Party's Backstop Commitment, subject to the terms and conditions of the Backstop Commitment Letter. A Defaulting Commitment Party will not be entitled to any Backstop Commitment Premium, Termination Payment, or any other amounts that the Commitment Parties may be entitled to under the Backstop Commitment Letter, subject to the terms of the Backstop Commitment Letter. About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. The case was originally assigned to Judge David R. Jones. The case was later assigned to Judge Christopher M. Lopez. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. Meanwhile, B. Riley Commercial Capital, LLC, as administrative agent under the Replacement DIP facility, is represented by Choate, Hall & Stewart, LLP. On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Willkie Farr & Gallagher, LLP as legal counsel and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 7 appointed an official committee of equity security holders. The equity committee is represented by Vinson & Elkins, LLP. CROWNROCK LP: S&P Places 'BB-' ICR on CreditWatch Positive ---------------------------------------------------------- S&P Global Ratings placed all of its ratings on Midland, Texas-based oil and gas producer CrownRock L.P., including its 'BB-' issuer and issue-level credit rating, on CreditWatch with positive implications. On Dec. 11, 2023, U.S.-based oil and gas exploration and production company Occidental Petroleum Corp. announced it had entered into a purchase agreement to acquire CrownRock, which is a joint venture between CrownQuest Operating LLC and Lime Rock Partners, in a cash and stock transaction valued at $12 billion. S&P said, "The CreditWatch placement reflects that we will likely upgrade the company following the close of its acquisition by higher-rated Occidental Petroleum (BB+/Stable/B). The transaction values CrownRock at $12 billion, including the assumption of its debt, which stood at about $1.2 billion as of Sept. 30, 2023. "The transaction is subject to customary closing conditions and regulatory approvals. We expect to resolve the CreditWatch placement when the acquisition closes, which we expect will occur in the first quarter of 2024. "Assuming the transaction is completed as proposed, we will likely raise our ratings on CrownRock to equalize them with our ratings on Occidental." DGS REALTY: Wins Cash Collateral Access Thru Jan 2024 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire authorized DGS Realty, LLC to use the cash collateral of PHH Mortgage Services, acting as servicer for U.S. Bank National Trust Association, as Trustee for Lehman Brothers Small Balance Commercial Mortgage Pass Through Certificates, Series 2006-3, on an interim basis, through January 31, 2024. The Debtor requires the use of cash collateral to pay the costs and expenses incurred by Debtor in the ordinary course of business. The Court said PHH Mortgage is allowed a post-petition replacement lien in all property in which PHH Mortgage held a validly perfected lien and not avoidable lien and security interest as of the Petition Date, in addition to any lien held by PHH Mortgage on rents and other proceeds that is extended by operation of law pursuant to 11 U.S.C. Section 522(b). The Replacement Liens will maintain the same priority, validity and enforceability as such pre-petition liens on the cash collateral, but will be recognized only to the extent of any diminution in the value of the property securing PHH Mortgage's claim resulting from the use of cash collateral pursuant to the Order. The Debtor will pay PHH Mortgage a monthly payment of $6,750, plus real estate tax escrow in the amount of $3,066, each month, pending further Court order. The Debtor will pay the U.S. Small Business Administration a monthly payment of $376, pending further Court order. Absent the Court's entry of a further order extending authorization, the Debtor's access to use cash collateral will terminate upon the earliest of: a. the last day of the Use Period; b. the earliest date on which a final hearing on cash collateral requirements can be held under the notice and service requirements of Bankruptcy Rules 4001(b) and (d) and 7004(h); c. appointment of a Trustee pursuant to Bankruptcy Code Section 1104; d. conversion of the Debtor's case to one under Chapter 7 of the Bankruptcy Code; e. dismissal of the Debtor's case; or f. entry of an order granting a Motion for Relief from Automatic Stay with respect to any property that is PHH Mortgage's collateral. A full-text copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=6ibDCk from PacerMonitor.com. The Debtor projects $100,168 in total income and $10,192 in total expenses for the period from January 1 to 31, 2024. About DGS Realty Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate limited liability company. Formed around May 10, 2017, the company is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory A. Booth, each having a 1/3 interest. DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No. 22-10028) on January 24, 2022. In the petition signed by David H. Booth, the manager, the Debtor estimated assets and debts between $1 million and $10 million. Judge Bruce A. Harwood oversees the case. Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association. DMG SECURITY: Gets OK to Hire William Jamison Jr. as Legal Counsel ------------------------------------------------------------------ DMG Security, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ William Jamison, Jr., Esq., an attorney practicing in Chicago, Ill., as its counsel. Mr. Jamison will render these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business; (b) assist the Debtor in the negotiation, formulation, drafting and confirmation of a plan of reorganization; (c) assist the Debtor in investigating and pursuing all rights and claims in connection with preserving the value of its assets and rehabilitating property of the estate; (d) take such action as may be necessary with respect to any claims that may be asserted against the Debtor and prepare legal papers; (e) perform all other necessary legal services for the Debtor. Mr. Jamison will be paid at his hourly rate of $400 plus reimbursement for expenses incurred. Prior to the filing of this Chapter 11 case, the attorney was paid $12,000 as an advance retainer for his representation of the Debtor in this bankruptcy case and related matters. Mr. Jamison disclosed in a court filing that he is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: William E. Jamison, Jr., Esq. William E. Jamison & Associates 53 West Jackson Blvd., Suite #801 Chicago, IL 60604 Telephone: (312) 226-8500 Email: wjami39246@aol.com About D.M.G. Security D.M.G. Security, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-15180) on Nov. 10, 2023, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. William Avellone of Chartered Management serves as Subchapter V trustee. Judge Donald R. Cassling oversees the case. William E. Jamison, Jr., Esq., at William E. Jamison & Associates represents the Debtor as bankruptcy counsel. E-B DISPLAY: Unsecureds to Recover Less Than 1% in Liquidating Plan ------------------------------------------------------------------- E-B Display Company, Inc., et al., and the Official Committee of Unsecured Creditors submitted a Disclosure Statement describing Joint Plan of Liquidation dated December 5, 2023. Debtor E-B Display Company was formed on March 2, 1960 as Evans-Baucom & Associates, Inc. As of the Petition Date, E-B Display operated a retail display services business from two locations situated in Massillon, Ohio and employed approximately one hundred people as of the Petition Date. The real property upon where E-B Display operated its business was owned by Debtor Rotolo Industries, Inc. and the locations were operated and managed by E-B Display. The Debtors entered the Chapter 11 Cases with a plan to sell substantially all of their Assets as going concerns. Shortly following the Petition Date, the Debtors filed a motion seeking relief: (a) approving bidding procedures; (b) approving the form and manner of notice of auction and sale; (c) authorizing the credit bid rights of Westfield; and (d) approving the sale of substantially all of Debtors' Assets. Following a robust auction process, BSC was determined to be the highest and best bidder, with a final bid of $8,500,000 for substantially all of the Assets. As a result, the Debtors moved forward to approve the sale to BSC for $8,500,000. On August 1, 2023, the Court entered the Order (A) Approving Purchase Agreement; (B) Authorizing the Sale of the Debtors' Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; and (C) Granting Related Relief (the "Sale Order"), which approved the sale of substantially all of the Debtors' assets to BSC. Entry of the Sale Order was supported by the Committee and Westfield. On August 4, 2023, the Debtors and BSC closed the sale in accordance with the provisions of the Sale Order (the "Closing Date"). The Debtors are in the process of winding down their affairs and administering their remaining and cash assets through the Chapter 11 Cases. The Joint Plan provides for the Debtors' Assets, consisting of the Debtors' Cash, Causes of Action, and miscellaneous other Assets to be distributed to the Liquidating Trust and managed by the Liquidating Trustee. The Liquidating Trustee will take actions to liquidate and administer the remaining non-Cash Assets, including, among other things, investigating and, if determined to be needed, pursue Causes of Action. The Liquidating Trustee will make distributions to creditors pursuant to the terms of the Joint Plan and orders of the Bankruptcy Court. Allowed Administrative Claims, Priority Tax Claims, Other Secured Claims, and Other Priority Claims will be paid in full. Holders of Allowed General Unsecured Claims will receive a Pro Rata portion of remaining Cash following administration of all remaining Assets. Following payment in full to all Holders of Allowed General Unsecured Claims, Holders of Allowed Insider Claims will receive a Pro Rata portion of remaining cash. To the extent holders of Allowed General Unsecured Claims and Allowed Insider Claims receive 100% payment on their claims, funds may be available for equity interests. Based on current levels of Cash of the Debtors at the time of filing of the Joint Plan, Wickens Herzer Panza, counsel to the Debtors ("WHP"), and Bernstein Burkley, counsel to the Committee ("BB"), have reached an agreement to defer any further payments from the Debtors to WHP and BB for owed fees and expenses for the period beginning September 1, 2023 through the current date. This agreement was made in an effort to conserve Cash to permit the Joint Plan Proponents to file and have approved this Joint Plan that the Joint Plan Proponents reasonably believe can achieve confirmation. Class 3 General Unsecured Claims. On one or more Distribution Dates, each Holder of an Allowed General Unsecured Claim shall receive a Pro Rata share of the net proceeds of the Liquidating Trust Assets after the payment of all Allowed Fee Claims, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, and the payment of all costs and expenses of the Liquidating Trust. The obligations to Holders of Allowed General Unsecured Claims shall be governed by the Liquidating Trust Agreement. Holders of General Unsecured Claims are impaired and entitled to vote to accept or reject the Joint Plan. Class 3 is Impaired by the Joint Plan. Each Holder of an Allowed Class 3 Claim is entitled to vote to accept or reject the Joint Plan. The allowed unsecured claims total $2,470,000. This Class will receive a distribution of less than 1% of their allowed claims. On the Effective Date, the Liquidating Trust Assets will be delivered to and vest in the Liquidating Trust and will be managed by the Liquidating Trustee. On or prior to the Effective Date, the Liquidating Trust shall be established pursuant to the Liquidating Trust Agreement for the purpose of liquidating the Estates, administering all claims, investigations and Causes of Action (including Avoidance Actions) and distributing the proceeds thereof to creditors according to the terms of the Joint Plan. A full-text copy of the Disclosure Statement dated December 5, 2023 is available at https://urlcurt.com/u?l=gvnjN1 from PacerMonitor.com at no charge. Counsel for Debtors: Christopher W. Peer, Esq. Matthew N. Danese, Esq. Wickens Herzer Panza Co. 35765 Chester Road Avon, OH 44011-1262 Phone: (440) 695-8000 Fax: (440) 695-8098 Email CPeer@WickensLaw.com MDanese@WickensLaw.com Counsel for the Official Committee of Unsecure Creditors: Harry W. Greenfield, Esq BERNSTEIN-BURKLEY, P.C. 600 Superior Avenue East Fifth Third Building, Suite 1300 Cleveland, OH 44114 Telephone: (800) 693-4013 Facsimile: (412) 456-8135 Email: hgreenfield@bernsteinlaw.com About E-B Display Company E-B Display Company, Inc. develops and manufactures custom displays and fixtures for retail customers, including by carrying out all graphic design, engineering, prototyping, manufacturing, and printing necessary to create such custom displays and fixtures. E-B Display operates in two locations situated in Massillon, Ohio. The real property upon where E-B Display operates its business is owned by Rotolo Industries, Inc. and the locations are operated and managed by E-B Display. On May 12, 2023, E-B Display and three affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-60565). At the time of the filing, E-B Display reported as much as $10 million in both assets and liabilities. Michael S. Rotolo, president of E-B Display, signed the petition. Judge Tiiara NA Patton oversees the cases. The Debtors tapped Christopher Peer, Esq., at Wickens Herzer Panza Co. as legal counsel; Manchester RBG as financial advisor; and Signet Capital Advisors, LLC as investment banker. ECP OWNER 1: Seeks to Hire Hirschler Fleischer as Legal Counsel --------------------------------------------------------------- ECP Owner 1 LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Columbia to employ Hirschler Fleischer, PC as its bankruptcy counsel. The Debtors require legal counsel to: (a) give advice with respect to local practice and procedure; (b) advise the Debtors with respect to their powers and duties in the continued operation of their businesses; (c) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (d) take necessary actions to protect and preserve the Debtors' estates; (e) assist the Debtors in connection with preparing necessary legal papers; (f) assist the Debtors in the preparation of a Chapter 11 plan and disclosure statement, and in any other matters and proceedings in connection therewith; (g) represent the Debtors in matters which may arise in connection with their business operations, financial and legal affairs, dealings with creditors and other parties-in-interest, sales, and any other matters which may arise during this case; and (h) perform all other necessary legal services in connection with the prosecution of these Chapter 11 cases. The hourly rates of the firm's attorneys and staff are as follows: Kristen E. Burgers, Esq. $490 Allison Klena, Esq. $315 Senior Partners $700 Associates $300 In addition, the firm will seek reimbursement for expenses incurred. Kristen Burgers, Esq., an attorney at Hirschler Fleischer, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kristen E. Burgers, Esq. Stephen E. Leach, Esq. Hirschler Fleischer, PC 1676 International Drive, Suite 1350 Tysons, VA 22102 Telephone: (703) 584-8900 Facsimile: (703) 584-8901 Email: kburgers@hirschlerlaw.com sleach@hirschlerlaw.com About ECP Owner 1 LLC ECP Owner 1 LLC is primarily engaged in renting and leasing real estate properties. ECP Owner 1 and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00326) on November 1, 2023. In the petition signed by Robert B. Margolis, manager, ECP Owner 1 disclosed up to $10 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the cases. The Debtors tapped Kristen E. Burgers, Esq., at Hirschler Fleischer, PC as bankruptcy counsel and Arnall Golden Gregory, LLP as special real estate counsel. ECP OWNER 1: Taps Arnall Golden Gregory as Real Estate Counsel -------------------------------------------------------------- ECP Owner 1 LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Columbia to employ Arnall Golden Gregory, LLP. The Debtors require a special real estate counsel to: (a) give advice with respect to the marketing and sale of the Debtors' properties; (b) advise the Debtors with respect to their obligations as owners of multifamily affordable housing under applicable law; (c) attend meetings and negotiate with representatives of purchasers and other parties-in-interest related to the properties; (d) assist the Debtors in connection with preparing necessary due diligence materials, purchase and sale agreements, or other legal papers necessary to sale of the properties; and (e) perform all other necessary legal services in connection with the maintenance and sale of the properties in these Chapter 11 cases. The hourly rates of the firm's attorneys and staff are as follows: Kelly Bissinger, Esq. $530 Ari Cohen, Esq. $375 Partners $775 Associates $375 In addition, the firm will seek reimbursement for expenses incurred. Kelly Bissinger, Esq., an attorney at Arnall Golden Gregory, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kelly B. Bissinger, Esq. Arnall Golden Gregory LLP 2100 Pennsylvania Avenue NW, Suite 350S Washington, DC 20037 Telephone: (202) 677-4030 Email: kbissinger@agg.com About ECP Owner 1 LLC ECP Owner 1 LLC is primarily engaged in renting and leasing real estate properties. ECP Owner 1 and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00326) on November 1, 2023. In the petition signed by Robert B. Margolis, manager, ECP Owner 1 disclosed up to $10 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the cases. The Debtors tapped Kristen E. Burgers, Esq., at Hirschler Fleischer, PC as bankruptcy counsel and Arnall Golden Gregory, LLP as special real estate counsel. ELDAN LLC: Unsecureds Get 100% After Payment of Class 1 Claims -------------------------------------------------------------- Eldan, LLC, submitted an Amended Plan of Reorganization. Under the Plan, Class 4 consists of General Unsecured Claims. General unsecured claims are not secured by property of the estate and are not entitled to priority under Section 507(a) of the Bankruptcy Code. Class 3 claims consist of capital investments made by the investing beneficiaries of the Debtor, including the disputed claim of Eliahu Elezra, who asserts a claim of $5,000,000 based upon his initial investment into the Debtor. Elezra asserts a claim in the adversary that he was improperly removed as an equity holder of 50%. To the extent that Elezra's claim is valid, he would be classified as an insider and would be subject to subrogation until all other unsecured creditors have been paid in full. Elezra's equity interest was forfeited in May 2018 under the Amended Operating Agreement that required payment in full of the Elezra loans by May 31, 2018. Default of this provision resulted in forefeiture of all shares and interest in the Debtor over to the remaining members. Pursuant to the terms of the Elezra Settlement, Elezra's will have an allowed unsecured claim. The approved Elezra claim amount will not receive payment under the confirmed plan but will be satisfied by receiving a full release of personal liability for all loans of the Debtor as well as other loans outside of the bankruptcy estate, as set forth in the settlement agreements. The Elezra claim will be deemed withdrawn on the Effective Date of the confirmed Plan of Reorganization. There are no other know claim holders of general unsecured debts other than ongoing operating expenses. General unsecured claims amount to approximately $0 in undisputed claims. After payment of the Class 1 claims, the general unsecured creditors will be paid 100% of their allowed claim. Each Class 4 claimants receive a vote to either accept or reject the Plan, unless there is an objection to their claim. Class 4 is impaired. The Debtor will implement the Plan by having Tomer Itzhaki, a manager of the Debtor, continue to serve as a Plan Agent for payment of Claims pursuant to the Plan. Tomer Itzhaki will manage the Debtor's daily operations of the Property. Attorney for Debtor: Timothy P. Thomas, Esq. LAW OFFICE OF TIMOTHY P. THOMAS, LLC 1771 E. Flamingo Rd., Suite B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0334 E-mail: tthomas@tthomaslaw.com A copy of the Plan of Reorganization dated December 6, 2023, is available at https://tinyurl.ph/xeWLx from PacerMonitor.com. About Eldan LLC Eldan, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a commercial property located at 5875 S. Rainbow, Las Vegas, having an appraised value of $7 million. Eldan filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-10589) on Feb. 21, 2022, listing $7,392,463 in assets and $3,623,919 in liabilities. Daniel Itzhaki, managing member, signed the petition. Judge August B. Landis oversees the case. Christopher P. Burke, Esq., at The Law Office of Christopher P. Burke serves as the Debtor's legal counsel. FINTHRIVE SOFTWARE: AB Bond Marks $240,000 Loan at 38% Off ---------------------------------------------------------- AB Bond Fund Inc has marked its $240,000 loan extended to FINThrive Software Intermediate Holdings, Inc to market at $148,800 or 62% of the outstanding amount, as of September 30, 2023, according to AB Bond's Form N-CSR for the Fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission on November 30, 2023. AB Bond is a participant in a Senior Secured Loan to FINThrive Software Intermediate Holdings, Inc. The loan accrues interest at a rate of 12.196% (SOFR 1 Month + 6.75%) per annum. The loan matures on December 17, 2029. AB Bond Fund, Inc is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 9 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Short Duration High Yield Portfolio, a diversified portfolio. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FREE SPEECH: Musk Restores X Account of Jones After Users' Vote --------------------------------------------------------------- Vlad Savov of Bloomberg News reports that Elon Musk restored the account of right-wing conspiracy theorist Alex Jones on X after users voted for the reinstatement five years after a ban. Jones and Musk joined an X audio stream late Sunday for a meandering conversation listened to by more than 4.5 million users. The call also featured Andrew Tate, an online influencer who has been banned from most social platforms for his sexist remarks. "We will try do our best to avoid any kind of permanent bans unless someone does something fundamentally illegal," Musk, the owner of X, said on the call." About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Alexander E. Jones filed for personal bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on Dec. 2, 2022, listing $1 million to $10 million in assets against liabilities of $1 billion to $10 billion in liabilities. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan, and Antonio Ortiz are representing Alex Jones. FREEDOM FACILITY: Seeks to Tap Richard Feinsilver as Legal Counsel ------------------------------------------------------------------ Freedom Facility Maintenance, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Richard Feinsilver, Esq., an attorney practicing in Carle Place, New York, as its counsel. Mr. Feinsilver will render these services: (a) prepare and file the Chapter 11 petition; (b) negotiate with creditors, as required; (c) attend all Section 341(a) meetings with creditors and the U.S. Trustee; (d) prepare the Chapter 11 plan and all amendments to same, as required; (e) attend all hearings; (f) review monthly financial statements; and (g) post confirmation conferences with the U.S. Trustee and creditors, if required. The attorney will be billed at his hourly rate of $450 plus reimbursement of expenses incurred. His legal assistant will be billed at $75 per hour. The attorney also received a retainer of $9,250 including the filing fee of $1,738. Mr. Feinsilver disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Richard S. Feinsilver, Esq. One Old Country Road, Suite 347 Carle Place, NY 11514 Telephone: (516) 873-6330 Facsimile: (516) 873-6183 About Freedom Facility Maintenance Freedom Facility Maintenance, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-74389) on November 21, 2023, with as much as $1 million in both assets and liabilities. Gerard Luckman, Esq., at Forchelli Deegan Terrana, LLP serves as Subchapter V trustee. Judge Louis A. Scarcella oversees the case. Richard S. Feinsilver, Esq., is the Debtor's legal counsel. FREMONT TERRACE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Fremont Terrace Associates Ltd., LP 200 S. Fremont Street San Mateo, CA 94401 Business Description: Fremont Terrace is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 13, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-30840 Judge: Hon. Dennis Montali Debtor's Counsel: Brent D. Meyer, Esq. MEYER LAW GROUP, LLP 268 Bush Street #3639 San Francisco, CA 94104 Tel: (415) 765-1588 Email: brent@meyerllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Victor Catanzaro as general partner, Belthil Corporation. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TSYIGYY/Fremont_Terrace_Associates_Ltd__canbke-23-30840__0001.0.pdf?mcid=tGE4TAMA GENESIS GLOBAL: To Present Plan for Confirmation on Feb. 14 ----------------------------------------------------------- Judge Sean H. Lane has entered an order that the Disclosure Statement of Genesis Global Holdco, LLC, et al. is approved as providing Holders of Claims entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan in accordance with Section 1125(a)(1) of the Bankruptcy Code. The following dates and times (subject to modification as necessary) are approved in connection with solicitation and confirmation of the Plan (all prevailing Eastern Time): * Voting Record Date will be on Nov. 28, 2023. * Disclosure Statement Hearing will be on Nov. 28, 2023, at 2:00 p.m. ET. * Deadline to File Rule 3018(a) Motions will be on Dec.15, 2023. * Non-Debtor Discovery Parties disclose the identity of any fact or expert witnesses whose affirmative testimonies the Non-Debtor Discovery Parties will rely. Such notice shall include the name, title, and affiliation(s) of each of the proposed fact or expert witness, along with the grounds for objection and, in the case of expert testimony, the topic(s) on which each such expert will offer opinions at the Confirmation Hearing will be on Dec. 18, 2023. * Hearing on Rule 3018(a) Motions will be on Dec. 21, 2023, at 2:00 p.m. ET (continued to January 3, 2024, at 10 a.m. ET, if necessary). * The Debtors provide their preliminary Confirmation Hearing witness list will be on Dec. 22, 2023. * All parties serve their requests for production, and Non-Debtor Discovery Parties notice any fact depositions and/or serve testimonial subpoenas on any non-party witnesses. Parties shall produce documents on a rolling basis with production at the earliest possible date will be on Dec. 27, 2023. * The Debtors notice any fact depositions and/or serve testimonial subpoenas on any non-party witnesses will be on Dec. 27, 2023. * Deadline to File Plan Supplement will be on Dec. 29, 2023. * All parties serve their opening expert reports, if any will be on Jan. 4, 2024. * Last Day for parties to amend their fact and expert witness list ("Amended Witness List") will be on Jan. 5, 2024, at 4:00 p.m. ET. * Non-Debtors Discovery Parties' Deadline to file Fact Declarations will be on Jan. 8, 2024. * Voting Deadline will be on Jan. 10, 2024, at 4:00 p.m. ET. * Last Day for parties to notice any deposition and/or serve testimonial subpoenas on any new witness appearing on the Amended Witness List will be on Jan. 10, 2024, at 4:00 p.m. ET. * All parties substantially complete responding to requests for production and interrogatories will be on Jan. 12, 2024. * All parties serve their rebuttal expert reports, if any will be on Jan. 18, 2024. * Gemini Voting Statement Deadline will be on Jan. 22, 2024. * Last Day for Fact Depositions will be on Jan. 24, 2024. * Close of Fact Discovery will be on Jan. 24, 2024. * Last Day for Expert Depositions will be on Jan. 25, 2024. * Close of Expert Discovery will be on Jan. 25, 2024. * Deadline to File Voting Report will be on Jan. 25, 2024. * Confirmation Objection Deadline will be on Jan. 29, 2024, at 4:00 p.m. ET. * Deadline to File Confirmation Brief and Omnibus Reply to Confirmation Objections will be on Feb. 12, 2024, at 10:00 a.m. ET. * Cross/Re-direct of Fact and Expert Witnesses at Confirmation Hearing will be on Feb. 14, 2024, at 10:00 a.m. ET (and Feb. 15 and 16 if necessary, in each case depending on the Court's availability) Amended Disclosure Statement Genesis Global Holdco, LLC, et al., submitted an Amended Disclosure Statement with respect to the Amended Joint Plan, dated Dec. 6, 2023. The Debtors and their advisors engaged in extensive, arm's-length negotiations with the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases (the "Committee"), Digital Currency Group, Inc. ("DCG"), Holdco's corporate parent and the Debtors' largest borrower, an ad hoc group of lenders of Genesis Global Capital, LLC (the "Ad Hoc Group"), and an additional group of creditors represented by Brown Rudnick LLP (the "Brown Rudnick Group"). Unfortunately, despite substantial efforts, including participation in a court-ordered mediation, the parties were unable to reach a consensual global resolution to these Chapter 11 Cases. The Amended Plan reflects substantial agreement on key aspects among the Debtors, the Committee and the Ad Hoc Group. In furtherance of this substantial agreement, on November 28, 2023, the Debtors, the Committee and members of the Ad Hoc Group holding at least $1.4 billion in Claims (the "PSA Creditors") entered into a plan support agreement (the "PSA") providing, among other things, that subject to receipt of a Bankruptcy Court-approved Disclosure Statement and the terms of the PSA, the PSA Creditors agree to vote, and the Committee agrees to encourage Holders of Claims to vote, to accept the Amended Plan. The Amended Plan is the product of extensive effort by the Debtors, their management, directors, and employees, and the Debtors' advisors to preserve the Debtors' estates, and chart a path to a transparent, efficient, and consensual restructuring. These efforts began months prior to the filing of these Chapter 11 Cases, as the Debtors took measures to respond to significant turmoil in the digital asset industry as a whole. Since November 2022, following the shockwave caused by the sudden collapse of FTX Trading Ltd. and certain of its affiliates, the Debtors have engaged in extensive discussions with the Debtors' creditors and stakeholders, including the Committee, the Ad Hoc Group, Gemini Trust Company, LLC ("Gemini"), and DCG, in an effort to reach a value-maximizing consensual resolution of the Debtors' financial situation, including by participating in a Bankruptcy Court-approved mediation process. At the outset of these Chapter 11 Cases, on January 23, 2023 the Debtors filed a standalone Debtors' Joint Chapter 11 Plan, (the "Initial Plan") to provide a framework for a confirmable chapter 11 plan even in the absence of a global settlement. Since the filing of the Initial Plan, the Debtors continued to engage in discussions with key stakeholders in an attempt to reach a global settlement with all parties in interest. Those efforts led to the filing of the Debtors' Amended Joint Chapter 11 Plan, (the "June Plan") on June 13, 2023, reflecting substantial agreement on certain key issues among the Debtors, the Committee and the Ad Hoc Group. The June Plan proposed to provide, among other things, (a) the distribution of the Debtors' cash and digital assets on hand to creditors and (b) the subsequent pursuit of causes of action, including preference claims and litigation claims against DCG, after the plan effective date. The Debtors and the Committee further continued with negotiations with DCG and the Ad Hoc Group after the filing of the June Plan, including bringing the parties together for further mediation sessions in August 2023. In the weeks since the mediation, the Debtors had made extensive progress negotiating with the parties in interest. On August 23, 2023, the mediation was terminated and on August 28, 2023, the Debtors filed a notice of the termination along with details of an Agreement in Principle among the Debtors, the Committee and DCG. As part of the Agreement in Principle, DCG had agreed to enter into the New First Lien Facility, the New Second Lien Facility and the Partial Repayment Agreement in satisfaction of its existing liabilities to the Debtors. The Ad Hoc Group did not agree with the Agreement in Principle. Following the termination of the mediation, the Debtors and the Committee began working towards negotiating a global restructuring agreement with DCG and developing an amended plan that incorporated the key terms of the Agreement in Principle, while continuing discussions with the Ad Hoc Group and the Brown Rudnick Group. As noted in the Debtors' Third Exclusivity Motion, due to disagreements among creditors regarding the best path forward to resolve these cases, the Debtors and the Committee worked towards finalizing a plan that would allow creditors to express their preference between consummating a plan that incorporated a deal with DCG, which the Debtors believed would provide further value to creditors, and a plan that would preserve any and all of the Debtors' claims and causes of action against DCG and distribute the proceeds of any litigation against DCG to creditors. Ultimately, however, the Debtors have been unable to reach an agreement with DCG on final debt terms, with significant open issues still pending as of the end of the Debtors' then current exclusivity period. Further complicating matters, on October 19, 2023, the Office of the New York Attorney General (the "NYAG") filed a lawsuit in the Supreme Court of the State of New York against certain of the Debtors, DCG and Gemini and other related parties (the "NYAG Action") alleging that they defrauded investors in connection with the Gemini Earn Program and the DCG Note. Given the relief sought in the NYAG Action, the Debtors and the Committee have determined that pursuing the Agreement in Principle with DCG while the NYAG Action is pending is not a viable route at this time. Accordingly, the Debtors are pursuing the Amended Plan, which incorporates the key concepts of the June Plan with additional modifications as set forth herein. The Debtors understand that DCG and Gemini intend to vigorously defend against all allegations asserted against DCG and Gemini, respectively, in the NYAG Action. Throughout these Chapter 11 Cases, the Debtors have remained steadfastly committed to providing a transparent process that would produce a value-maximizing restructuring for their creditors on an expedited timeline. The Debtors, in consultation with their legal and financial advisors, and particularly in light of recent developments, have concluded that the Amended Plan achieves that objective. In addition, the Debtors are continuing to engage with their key stakeholders and, to the extent the Debtors achieve a settlement that would provide more value to their stakeholders than the Amended Plan, the Amended Plan will be further amended to reflect such settlement. The Amended Plan contemplates that Holders of Allowed General Unsecured Claims against the Debtors will receive a combination of, among other things and subject to the conditions set forth in the Amended Plan, the Debtors' or Wind-Down Debtors' (i) Cash, (ii) Digital Assets, (iii) certain Avoidance Recoveries (including proceeds from any and all Causes of Action or other claims against any of the DCG Parties or Gemini Parties), (iv) proceeds resulting from the sale of assets of the Wind-Down Debtors, and (v) proceeds from obligations of the DCG Parties, including the Partial Repayment Agreement, the DCG Loans, the DCGI Loans, the DCG Note, the DCG Tax Receivables, and any and all Causes of Action or other claims against any of the DCG Parties, including the proceeds from any settlements thereof. Additional key components of the Amended Plan include: * Payment in full of all Allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims, and Professional Fee Claims; * The funding of a Litigation Reserve that allocates a fixed amount of funds to enable the pursuit of litigation of any Retained Causes of Action, which shall include (but not be limited to): (i) all Causes of Action or other claims against any of the Gemini Parties or any of the DCG Parties and (ii) any other Causes of Action or other claims identified in a schedule attached to the Plan Supplement; but shall not include (x) any claim or Cause of Action belonging to a Holder of a Claim (other than a Debtor or an Other Genesis Entity), including any such claim or Cause of Action that is based on gross negligence, fraud, or willful misconduct of another Person or (y) if a Class of Claims entitled to vote on the Plan votes to accept the Amended Plan, any Preference Claims against any Holder of Claims in such Class (excluding any DCG Party, Gemini Insider, or officers or directors of the Debtors who did not have such position as of or after the Petition Date); * Customary releases by the Releasing Parties in favor of (i) the Debtors, (ii) the Ad Hoc Group SteerCo and its members (solely in their capacities as such), (iii) the Committee and its members (solely in their capacities as such), and (iv) each Related Party of each Entity described in the foregoing clauses (i)–(iii) (in each case, solely in its capacity as such); provided, however, that the Amended Plan shall not release any DCG Parties nor any of the former employees, officers, and directors of the Debtors as of the Petition Date; provided further, that any of the current or former employees, officers, and directors of the Debtors (solely in such Person's capacity as such) who served as an employee, officer or director of the Debtors from or after the Petition Date, including any employees of GGT who served or functioned as employees of a Debtor pursuant to a shared services agreement (solely in their capacities as such) as of the Petition Date, shall be released only with the prior written consent and justifications of the Special Committee, which justifications shall be set forth in the Plan Supplement and which Persons shall be provided to the Ad Hoc Group Counsel and the Committee's Counsel on a confidential, professional-eyes-only, basis, with the express exception of any current or former employees, officers, and directors of the Debtors who served as employees, officers or directors of the Debtors as of the Petition Date and are or were also DCG Parties, which Persons will not be released; * Subject to applicable law and certain conditions set forth in the Amended Plan, Holders of Allowed Claims denominated in Digital Assets will receive in-kind distributions in the form of the Digital Asset in which such respective Claims are denominated; and * For purposes of distributions (and subject to the Distribution Principles) and not for voting purposes, the Amended Plan considers Gemini to be the Holder of all Gemini Lender Claims, and all distributions on account of Allowed Gemini Lender Claims will be made to the Gemini Distribution Agent and held in trust in a segregated account for the benefit of the Holders of Allowed Gemini Lender Claims. Unsecured claims against and interests in GGH will be treated as follows: Class 3 Class Fiat-or-Stablecoin-Denominated Unsecured Claims. Each Holder of an Allowed Fiat-or- Stablecoin-Denominated Unsecured Claim against GGH will receive the treatment provided to such Holder under the Distribution Principles. Allowed Fiat-or- Stablecoin-Denominated Unsecured Claims against GGH will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GGH after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed Fiat-or-Stablecoin- Denominated Unsecured Claims against GGH will have no rights or remedies against GGH or Wind-Down GGH with respect to such Allowed Fiat-or-Stablecoin- Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Creditors will recover 59% of their claims. Class 3 is impaired. Class 4 BTC-Denominated Unsecured Claims. Each Holder of an Allowed BTC-Denominated Unsecured Claim against GGH will receive the treatment provided to such Holder under the Distribution Principles. Allowed BTC-Denominated Unsecured Claims against GGH will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GGH after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed BTC-Denominated Unsecured Claims against GGH will have no rights or remedies against GGH or Wind-Down GGH with respect to such Allowed BTC-Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Class 4 is impaired. Class 5 ETH-Denominated Unsecured Claims. Each Holder of an Allowed ETH-Denominated Unsecured Claim against GGH will receive the treatment provided to such Holder under the Distribution Principles. Allowed ETH-Denominated Unsecured Claims against GGH will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GGH after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed ETH-Denominated Unsecured Claims against GGH will have no rights or remedies against GGH or Wind-Down GGH with respect to such Allowed ETHDenominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Class 5 is impaired. Class 6 Alt-Coin-Denominated Unsecured Claims. Each Holder of an Allowed Alt-Coin- Denominated Unsecured Claim against GGH will receive the treatment provided to such Holder under the Distribution Principles. Allowed Alt-Coin-Denominated Unsecured Claims against GGH will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GGH after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed Alt-Coin-Denominated Unsecured Claims against GGH will have no rights or remedies against GGH or Wind-Down GGH with respect to such Allowed Alt-Coin- Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Class 6 is impaired. Unsecured Claims against and interests in GGC will be treated as follows: Class 3 Fiat-or-Stablecoin-Denominated Unsecured Claims. Each Holder of an Allowed Fiat-or- Stablecoin-Denominated Unsecured Claim against GGC will receive the treatment provided to such Holder under the Distribution Principles. Allowed Fiat-or- Stablecoin-Denominated Unsecured Claims against GGC will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GGC after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed Fiat-or-Stablecoin-Denominated Unsecured Claims against GGC will have no rights or remedies against GGC or Wind-Down GGC with respect to such Allowed Fiat-or-Stablecoin-Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Creditors will recover 61 - 100% of their claims. Class 3 is impaired. Class 4 BTC-Denominated Unsecured Claims. Each Holder of an Allowed BTC-Denominated Unsecured Claim against GGC will receive the treatment provided to such Holder under the Distribution Principles. Allowed BTC-Denominated Unsecured Claims against GGC will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GGC after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed BTC-Denominated Unsecured Claims against GGC will have no rights or remedies against GGC or Wind-Down GGC with respect to such Allowed BTC-Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Creditors will recover 61 - 100% of their claims. Class 4 is impaired. Class 5 ETH-Denominated Unsecured Claims. Each Holder of an Allowed ETH-Denominated Unsecured Claim against GGC will receive the treatment provided to such Holder under the Distribution Principles. Allowed ETH-Denominated Unsecured Claims against GGC will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GGC after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed ETH-Denominated Unsecured Claims against GGC will have no rights or remedies against GGC or Wind-Down GGC with respect to such Allowed ETH-Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Creditors will recover 61 - 100% of their claims. Class 5 is impaired. Class 6 Alt-Coin-Denominated Unsecured Claims. Each Holder of an Allowed Alt-Coin- Denominated Unsecured Claim against GGC will receive the treatment provided to such Holder under the Distribution Principles. Allowed Alt-Coin-Denominated Unsecured Claims against GGC will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GGC after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed Alt-Coin-Denominated Unsecured Claims against GGC will have no rights or remedies against GGC or Wind-Down GGC with respect to such Allowed Alt-Coin-Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Creditors will recover 61 - 100%. Class 6 is impaired. Unsecured claims against and interests in GAP will be treated as follows: Class 3 Fiat-or-Stablecoin-Denominated Unsecured Claims. Each Holder of an Allowed Fiat-or- Stablecoin-Denominated Unsecured Claim against GAP will receive the treatment provided to such Holder under the Distribution Principles. Allowed Fiat-or- Stablecoin-Denominated Unsecured Claims against GAP will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GAP after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed Fiat-or-Stablecoin-Denominated Unsecured Claims against GAP will have no rights or remedies against GAP or Wind-Down GAP with respect to such Allowed Fiat-or-Stablecoin-Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Creditors will recover 61 - 100% of their claims. Class 3 is impaired. Class 4 BTC-Denominated Unsecured Claims. Each Holder of an Allowed BTC-Denominated Unsecured Claim against GAP will receive the treatment provided to such Holder under the Distribution Principles. Allowed BTC-Denominated Unsecured Claims against GAP will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GAP after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed BTC-Denominated Unsecured Claims against GAP will have no rights or remedies against GAP or Wind-Down GAP with respect to such Allowed BTC-Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Creditors will recover 61 - 100% of their claims. Class 4 is impaired. Class 5 ETH-Denominated Unsecured Claims. Each Holder of an Allowed ETH-Denominated Unsecured Claim against GAP will receive the treatment provided to such Holder under the Distribution Principles. Allowed ETH-Denominated Unsecured Claims against GAP will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GAP after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed ETH-Denominated Unsecured Claims against GAP will have no rights or remedies against GAP or Wind-Down GAP with respect to such Allowed ETH-Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Creditors will recover 61 - 100% of their claims. Class 5 is impaired. Class 6 Alt-Coin-Denominated Unsecured Claims. Each Holder of an Allowed Alt-Coin-Denominated Unsecured Claim against GAP will receive the treatment provided to such Holder under the Distribution Principles. Allowed Alt-Coin-Denominated Unsecured Claims against GAP will, in the absence of any other treatment under the Amended Plan or the Confirmation Order, solely for purposes of receiving distributions pursuant to the Amended Plan and otherwise subject to the provisions of the Amended Plan (including the release and injunction provisions set forth in Article VIII of the Amended Plan), remain obligations of Wind-Down GAP after the Effective Date. Notwithstanding anything to the contrary in the Amended Plan, from and after the Effective Date, the Holders of Allowed Alt-Coin-Denominated Unsecured Claims against GAP will have no rights or remedies against GAP or Wind-Down GAP with respect to such Allowed Alt-Coin-Denominated Unsecured Claims other than the right to receive distributions pursuant to the Amended Plan. Creditors will recover 61 - 100%. Class 6 is impaired. Distributions under the Amended Plan shall be funded by Distributable Assets, which includes (subject to various conditions and limitations as set forth in the Amended Plan), with respect to each Debtor or Wind-Down Debtor, (i) Cash, (ii) Digital Assets, and (iii) to the extent allocated to such Debtor or Wind-Down Debtor in the discretion of the Debtors, with the Committee's Consent and the Ad Hoc Group's Consent, or, following the Effective Date, the discretion of the PA Officer, (a) Avoidance Recoveries, including any and all Causes of Action or other claims against any of the DCG Parties or Gemini Parties, (b) proceeds from the Partial Repayment Agreement, (c) proceeds from any Monetization Transactions (other than those allocated to GGT, and with respect to a Monetization Transaction performed by the Gemini Distribution Agent to the extent permitted under the Amended Plan, only for the benefit of Holders of Allowed Gemini Lender Claims), and (d) proceeds from the DCG Loans, the DCGI Loans, the DCG Note, the DCG Tax Receivables, and any and all Causes of Action or other claims against any of the DCG Parties, including the proceeds from any settlements thereof; provided, however, that Distributable Assets shall not include any payments required to fund the Required Reserve Payments, including the Professional Fee Reserve Amount used to fund the Professional Fee Escrow Account and which shall be used to pay Allowed Professional Fee Claims and the Wind Down Reserve. Moreover, Digital Assets available for distribution to creditors shall be determined, (x) on the Effective Date if the Debtors determine, no later than 7 Business Days prior to the Effective Date, and in consultation with the Committee and, through the Ad Hoc Group Counsel, the PSA Creditors, after considering legal, financial, tax, and other factors in good faith, that such Digital Assets are available for distribution to Holders of Allowed Claims or Interests on the Effective Date or (y) at any time after the Effective Date if the PA Officer determines, with the Wind- Down Oversight Committee's Consent, and after considering legal, financial, tax, and other factors in good faith, that such Digital Assets held by such Wind-Down Debtor are available for distribution to Holders of Allowed Claims or Interests as provided for under the Amended Plan. If the Committee or the PSA Majority Creditors disagree with the Debtors on whether any Digital Assets held by a Debtor should constitute Distributable Assets of such Debtor on the Effective Date, the Committee or the PSA Majority Creditors may seek a determination from the Bankruptcy Court on an expedited basis. Counsel to the Debtors and Debtors-in-Possession: Sean A. O'Neal, Esq. Luke A. Barefoot, Esq. Jane VanLare, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Tel: (212) 225-2000 Fax: (212) 225-3999 A copy of the Order dated December 6, 2023, is available at https://tinyurl.ph/oDSTS from Kroll, the claims agent. A copy of the Disclosure Statement dated December 6, 2023, is available at https://tinyurl.ph/CWzEB from Kroll, the claims agent. 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. GLOBAL CANCER: Wins Cash Collateral Access on Final Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Jose Division, authorized Global Cancer Research Institute, Inc. to use cash collateral on a final basis, in accordance with the budget, with a 10% variance, through March 30, 2024. McKesson Corporation, ASD Specialty Healthcare, LLC dba Oncology Supply, and others claim or may claim to have a lien on the Debtor's cash collateral. As adequate protection, McKesson and Oncology supply will have additional and replacement liens, which are valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of October 12, 2023. The Adequate Protection Liens will be on the Debtor's postpetition assets which, but for the commencement of the Debtor's bankruptcy case, would constitute collateral in which McKesson, Oncology Supply, SBA, SCC Bank, Samson MCA, Pearl Beta MCA and EBF MCA claim a valid and perfected security interest as of the Petition Date. To the extent that the adequate protection provided is insufficient to protect McKesson and Oncology Supply against any postpetition diminution in the value of their respective collateral, McKesson and Oncology Group will each be entitled to an administrative expense claim pursuant to 11 U.S.C. Section 507(b) with priority over any and all other administrative expense claims of any kind payable or allowed pursuant to any provision of the Bankruptcy Code. A copy of the order is available at https://urlcurt.com/u?l=kVbw1v from PacerMonitor.com. About Global Cancer Research Global Cancer Research Institute, Inc. is the first and only community-based dedicated Phase 1 to 4 Clinical Trial Unit in Hematology and Medical Oncology in Northern California. It offers patients access to cutting-edge, innovative new cancer drugs, some of which are not available elsewhere. Global Cancer Research Institute filed Chapter 11 Petition (Bankr. N.D. Calif. Case No. 23-51174) on Oct. 12, 2023, with $1 million to $10 million in both assets and liabilities. Lynne A. Bui, chief executive officer, signed the petition. Judge M. Elaine Hammond oversees the case. Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver, A Professional Corporation represents the Debtor as bankruptcy counsel. GLOBAL FERTILITY: Unsecureds to be Paid in Full over 60 Months -------------------------------------------------------------- Global Fertility & Genetics, New York, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement describing Chapter 11 Plan dated December 5, 2023. The Debtor is an LLC organized under the laws of the state of Delaware on July 5, 2016 and authorized to do business in New York. The Debtor owns and operates a fertility clinic from space the Debtor leases at 115 East 57th Street, Suites 420 & 430, New York, New York 10022. The Debtor provides a management service to KJD Fertility PLLC, the medical provider, and performs laboratory services related to fertility treatments. A large portion of the Debtor's business caters to patients from China and as such, the Debtor's business was severely impacted by the COVID-19 pandemic when travel from China was greatly restricted. The Debtor is wholly owned by its sole member, GFG Holding Group Co., LLC. Holding is in turn owned by its members, Jun Jing Liu a/k/a Annie Liu who holds a 15% membership interest in Holding and serves as the Director, President and CEO of the Debtor and manages the day-to-day business operations of the Debtor, Dr. Kevin Doody ("Doody" and collectively with Liu, the "New Value Equity Holders") who holds a 15% membership interest in Holding and additionally owns 100% of KJD Fertility PLLC, the entity that serves as the medical provider at the Debtor's facility and is closely related to the Debtor, and Bo Hu, a Chinese national who has previously provided funding for the Debtor's operations, who holds a 70% membership interest in Holding. In an effort to remedy the problems that led to the bankruptcy filing, debtor has diversified its clientele to increase its domestic patients, has expanded its international marketing beyond China and has made arrangements with KJD Fertility PLLC and Liu that will ensure sufficient capital to continue its operations and thrive going forward. This is a reorganization plan. In other words, the Proponent seeks to accomplish payment under the plan from cash flow from its business and from monetary and nonmonetary contributions from some of its equity holders. Class 1 consists of General Unsecured Claims. Payment of 100% of the allowed general unsecured claims to be paid in 60 equal monthly payments commencing on the first day of the first month following the effective date of the Plan. This Class is impaired. This class of interest holders is comprised of the sole member of the Debtor. Upon confirmation and upon the making of the New Value Contributions, Annie Liu and Kevin Doody, in their individual capacities, will replace GFG Holding Co., LLC as the members of the Debtor and will be vested with 100% of the equity interest in the reorganized debtor. The Plan will be funded by cash flow generated from business operations as well as from the New Value Contributions to be contributed by the New Value Equity Holders. The new value will be in the form of cash, services, and contractual obligations and the New Value Equity Holders estimate the value to be in excess of $5,000,000 during the life of the plan. The New Value Equity Holders intend to contribute a total of $100,000.00 in cash upon confirmation of this Plan, Doody has agreed to, upon confirmation of this Plan, continue providing his services to the Debtor without compensation, Doody has agreed to, upon confirmation of this Plan, bind KJD Fertility, PLLC to pay to the Debtor a management fee of no less than $1,000,000.00 per year for each of the five years of the plan. The Parties anticipate this management fee will be utilized to pay operating expenses of the Debtor. Liu has agreed to, upon confirmation of this Plan, provide her services at the discounted rate of $300,000.00 per year for the life of the plan and to forego any distribution on account of any claim she may have against the Debtor for unpaid wages. The total value of these new value contributions significantly exceeds the value of the equity that will be retained by the New Value Equity Holders. A full-text copy of the Disclosure Statement dated December 5, 2023 is available at https://urlcurt.com/u?l=TUTWJD from PacerMonitor.com at no charge. Counsel to the Debtor: Michael J. Kasen, Esq. Kasen & Kasen, PC 115 Broadway, 5th Floor New York, NY 10006 Telephone (646) 397-6226 Email: mkasen@kasenlaw.com About Global Fertility & Genetics Global Fertility & Genetics, New York, LLC, is a reproductive endocrinology and fertility center in New York. The Debtor filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-10905) on June 6, 2023, with $289,407 in assets and $1,123,740 in liabilities. Judge Philip Bentley oversees the case. Michael J. Kasen, Esq., at Kasen & Kasen, P.C., is the Debtor's legal counsel. David Crapo is the patient care ombudsman appointed in the Debtor's Chapter 11 case. GLOBAL SOURCING: Wins Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Global Sourcing Connection, Ltd. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. Bank of America, N.A., Finance ERC LLC, and Moby Capital, LLC assert an interest in the Debtor's cash collateral. As adequate protection for the Debtor's use of Lenders' cash collateral, the Debtor will provide the Lenders with valid and automatically perfected (without necessity of the execution by the Debtor of additional security agreements, pledge agreements, financing statements, or other documents) replacement liens and security interests in all tangible and intangible personal property acquired by the Debtor after the Petition Date, specifically including all cash proceeds arising from accounts receivables, goods, contract rights and chattel paper acquired by the Debtor, in the same nature, extent, priority and validity of each Lenders' respective liens, if any, as of the Petition Date, in the amount equal to the aggregate diminution in value of the prepetition collateral to the extent of their interests therein. As additional adequate protection, the Debtor will pay to BofA the sum of $7,500 on each of December 15, 2023 and January 15, 2024, which payments will be applied to the Debtor's outstanding debt to BofA. The amount of any payments to BofA after January 25, 2024, will be determined by a future court order. These events constitute an Event of Default: a. If the Debtor exceeds the Budget Variances without the prior written consent of the Lenders or further authority from the Court; b. If the Debtor pays obligations not shown on the Budget without the prior written consent of the Lenders or further authority from the Court; c. If any representation made by the Debtor after the commencement of the Chapter 11 case in any report or financial statement delivered to the Lenders proves to have been false or misleading in any material respect as of the time when made or given (including by omission of material information necessary to make such representation, warranty or statement not misleading); d. If the case is converted to a case under Chapter 7; f. If the case is dismissed; or g. If Debtor fails to comply with any obligation under the agreement. Unless otherwise ordered by the Court or extended by written agreement between the Debtor and each of the Lenders, the Debtor's right to use the Lenders' cash collateral will commence on the Petition Date and expire at the earlier of 5 p.m. (CST) on January 31, 2024. Notwithstanding such expiration or other termination, or modification hereof, to the extent Lenders have a validly perfected security interest in the cash collateral, the Lenders are entitled to the liens, priorities and other rights provided therein. A final hearing on the matter is set for January 24, 2024 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=xcOKdB from PacerMonitor.com. About Global Sourcing Connection, Ltd. Global Sourcing Connection, Ltd. is a promotional products distributor with factory direct capabilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-14996) on November 7, 2023. In the petition signed by Jennifer Arenson, CEO, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Timothy A. Barnes oversees the case. Matthew T. Gensburg, Esq., at Gensburg Calandriello & Kanter, PC, represents the Debtor as legal counsel. GRETA TRANSPORTATION: Case Summary & Nine Unsecured Creditors ------------------------------------------------------------- Debtor: Greta Transportation, Inc. 3824 Horizon Ct. Naperville, IL 60564 Chapter 11 Petition Date: December 13, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-16678 Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Ben Schneider, Esq. THE LAW OFFICES OF SCHNEIDER AND STONE 8424 Skokie Blvd Suite 200 Skokie, IL 60077 Tel: (847) 933-0300 Email: ben@windycitylawgroup.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tudor Talmaci as president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DBOS4XQ/Greta_Transportation_Inc__ilnbke-23-16678__0001.0.pdf?mcid=tGE4TAMA GRO-MOR PLANT: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Gro-Mor Plant Food Company, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for authority to use cash collateral and provide adequate protection. The Debtor requires the continued use of its cash or cash equivalents to permit it to meet payroll and benefit obligations to its employees, satisfy deposit and payment obligations to utilities and other providers, maintain in effect its insurance policies, preserve and protect its assets, and to generally and otherwise pay undisputed post-petition obligations critical to continuing the operation of its business. Mid Penn Bank holds a security interest in all corporate assets. Mid Penn's secured interest in the Debtor's assets is perfected by the filing of a UCC-1 with the Pennsylvania Department of State on June 1, 2021. Prior to the filing of the within case, the Debtor entered into a Line of Credit Agreement with Mid Penn. Mid Penn Bank is a secured creditor of the Debtor maintaining a properly perfected pre-Petition lien and Security Agreement in and upon all of the Debtor's personal property. The Debtor believes that it will be successful in the sale of substantially all of its assets. As such, it is asserted that Mid Penn will be adequately protected. A copy of the motion is available at https://urlcurt.com/u?l=JuCWXP from PacerMonitor.com. About Gro-Mor Plant Food Company, Inc. Gro-Mor Plant Food Company, Inc. offers a full line of liquid plant foods and micronutrients as well as liquid nitrogen. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-13726) on December 8, 2023. In the petition signed by M. Dwane Moyer, president, the Debtor disclosed $4,450,412 in total assets and $2,884,075 in total liabilities. Judge Patricia M. Mayer oversees the case. Lawrence V. Young, Esq., at CGA LAW FIRM, represents the Debtor as legal counsel. GROWLIFE INC: Hires M&K CPAS to Replace Macias Gini as Auditor -------------------------------------------------------------- GrowLife, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it received written notification from Marcias Gini & O'Connell, LLP of their decision to not stand for re-appointment as the Company's independent registered public accounting firm as of Dec. 31, 2023. MGO served as the Company's independent registered public accounting firm since Oct. 14, 2021. During the Company's fiscal years ending Dec. 31, 2021 and 2022 and through fiscal quarter ended March 31, 2023 (i) there were no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S- K under the Securities Exchange Act of 1934, as amended) between the Company and MGO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to MGO's satisfaction, would have caused MGO to make reference to the subject matter of such disagreements in its reports on the Company's consolidated financial statements for such years, and (ii) there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act) other than the material weaknesses in internal control over financial reporting identified for the years ended Dec. 31, 2021 and 2022 and quarter ended March 31, 2023 related to: (i) audit committee makeup, and (ii) accounting personnel and reporting governance of complex contractual terms and obligations. Engagement of M&K CPAS PLLC The Company has engaged the services of M&K CPAS PLLC as the Company's new independent registered public accounting firm to audit the Company's consolidated financial statements for the year then ended Dec. 31, 2023. The Company's Audit Committee approved the appointment of M&K on Dec. 5, 2023. During each of the Company's two most recent fiscal years and through the date of this report, (a) the Company has not engaged M&K as either the principal accountant to audit the Company's financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) the Company or someone on its behalf did not consult with M&K with respect to (i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any other matter that was either the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K. About GrowLife Founded in 2012, GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- is the owner of Bridgetown Mushrooms, acting as its parent Company. Founded in 2018 in Portland, Oregon, Bridgetown Mushrooms is currently one of the preeminent, organic producers of gourmet and functional mushrooms and mycology supplies in the Pacific Northwest, distributed through multiple commercial and consumer sales channels. It also develops and markets mushroom-based products nationwide as well as manufactures and sells mycology supplies to meet the large and growing demand for commercial mushroom farmers across the United States. GrowLife reported a net loss of $4.48 million for the year ended Dec. 31, 2022, compared to a net loss of $5.47 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $254,208 in total assets, $8.66 million in total current liabilities, and a total stockholders' deficit of $8.41 million. Irvine, CA-based Macias Gini & O'Connell LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 13, 2023, citing that the Company has suffered recurring losses from operations, incurred negative cash flows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. GUITAR CENTER: S&P Downgrades ICR to 'CCC+', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Guitar Center Inc. to 'CCC+' from 'B-' to reflect its expectation that performance will remain challenged over the next year. S&P said, "We also lowered our issue-level rating on its $550.0 million senior secured notes to 'CCC+' from 'B-'. Our '3' recovery rating on senior secured notes remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. "The negative outlook reflects our expectation that cash flow metrics and liquidity will remain pressured over the next 12 months amid weaker consumer spending and macroeconomic headwinds. "The downgrade reflects our expectation that FOCF will be negative in 2023 and 2024 amid elevated inventory. Guitar Center has experienced declining revenues and compressing margins during 2023. We expect the company will continue its effort to rebalance its inventory position, with inventory levels remaining high through 2024. Although supply chain constraints have largely subsided since the pandemic, the company's inventory position is weighted too heavily in entry point products, which has constrained FOCF generation. "We expect FOCF will recover but remain negative in 2024. Although we expect macroeconomic conditions to soften, we believe Guitar Center's financial metrics will improve when it optimizes its product mix so that it aligns with its core customer demand. "We expect continued performance challenges in 2024 based on recent operating performance and our expectations for weaker consumer spending. We have updated our base-case scenario to reflect the company's recent operating performance. We expect revenue to decline about 1.7% for fiscal-year 2023 with relatively flat growth next year. We expect its S&P Global Ratings'-adjusted EBITDA margins to decline to the 7.7% area this year from 10.3% in 2022. We expect margins to modestly recover next year but remain pressured while the company optimizes its inventory position. Consequently, we believe S&P Global Ratings'-adjusted leverage will remain elevated near 7x through 2024. "The negative outlook reflects our belief that cash flow and liquidity will remain pressured in 2024 and the company will depend on a recovery in 2025. Given our expectations for weaker consumer spending, we expect the company's inventory balance will remain high over the next 12 months and constrain the company's ability to generate cash. The ABL matures in December 2025 and the senior secured notes are due in January 2026. If performance does not improve, including positive FOCF, the company may face a liquidity shortfall and be unable to refinance its debt. "The negative outlook on Guitar Center reflects our expectation for sustained negative FOCF. Consistently negative cash flow would increase its dependance on the revolver maturing in December 2025 and increase the likelihood of a debt restructuring. "We could lower our rating on Guitar Center if we envision a specific default scenario over the next 12 months, including the possibility of a distressed exchange, near-term liquidity crisis, or violation of its fixed-charge coverage ratio." S&P could revise its outlook to stable or raise its rating on Guitar Center if: -- Operating margins and performance improve meaningfully leading to positive FOCF; and -- S&P believes it can manage 2025 and 2026 maturities without an event it would consider a default. S&P said, "Governance is a negative consideration in our credit analysis of Guitar Center. Our highly leveraged assessment of the company's financial risk profile reflects its corporate decision making that prioritizes the interests of its controlling owners, which is in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." H-FOOD HOLDINGS: S&P Downgrades ICR to 'CCC', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based H-Food Holdings LLC (operating as Hearthside Foods Solutions LLC) to 'CCC' from 'CCC+' and its issue-level rating on its $202.5 million revolving credit facility and $2.02 billion first-lien term loan ($1.98 billion outstanding)to 'CCC' from 'CCC+'. S&P also lowered its issue-level rating on the company's $350 million senior unsecured notes to 'CC' from 'CCC-'. The recovery ratings on the debt remain '3' and '6', respectively. The negative outlook reflects a high likelihood of a default in the next 12 months, absent a substantial improvement in operating performance, additional liquidity or support from the company's sponsor, or a debt restructuring. The downgrade reflects the heightened risk of a debt default or restructuring. S&P said, "We believe the company's capital structure is unsustainable and will remain that way absent a significantly favorable improvement in operating performance. Hearthside's cash balances declined to $73 million at the end of the third quarter of fiscal 2023 from $178 million during the same period the previous year due to weak operating performance. While the company strengthened its liquidity by about $279 million with proceeds from a divestiture of its European operations and a sale-leaseback transaction on two of its owned facilities in October, we believe a near-term liquidity shortfall is possible. This is because we expect the company to continue burning cash over the next few quarters. In addition, the company has not yet extended the maturity of its revolving credit facility that is set to mature in November 2024. We believe refinancing risk is high given the elevated leverage levels and significant underperformance of the business. "If Hearthside cannot refinance, we believe its options to avoid a default would rest on raising new equity, selling assets, or restructuring its debt. Moreover, the company's debt is trading at a significant discount to par. We believe this elevates the risk of a distressed exchange or below par repurchase resulting in the lenders receiving less than the original promise, which we would view as tantamount to a default under our criteria." Hearthside is working to offset sales declines through cost reductions; however, weaker demand and the high interest rate environment will continue to weigh on profitability and cash flow. Hearthside's sales and EBITDA declined 10% and 32%, respectively, in the third quarter of 2023 because of continued volume declines across all categories. The company has worked to reduce variable costs such as direct labor and materials. It has also achieved higher operating efficiencies in its manufacturing facilities because of lower scrap rates, higher throughput, and other productivity improvements. However, its fixed-cost base has burdened profitability as facilities operate at lower volume levels due to weaker demand. While Hearthside is keen to preserve the flexibility to increase production volumes when demand improves, the company will undertake more aggressive cost actions such as line consolidations within its plants and rationalization of its manufacturing footprint in the near-term to improve profitability. S&P said, "We expect demand to remain weak over the next few quarters, leading to continued overhead absorption inefficiencies and depressed EBITDA margins of about 5% in fiscals 2023 and 2024 compared with 5.8% in fiscal 2022. Meanwhile, higher interest expense has also been a drag on the company's cash flow. The S&P Global Ratings-adjusted EBITDA to interest coverage ratio remains below 1x for the 12 months ended Sept. 30, 2023, a level that is also unsustainable. During the first three quarters of 2023, Hearthside reported a free operating cash flow (FOCF) deficit of $21 million. We forecast an FOCF deficit of $50 million for fiscal 2023 and more than $100 million in fiscal 2024 as some of the working capital improvements achieved in 2023 unwind in fiscal 2024. At the same time, we project its S&P Global Ratings-adjusted leverage to remain in the mid-teens area in fiscals 2023 and 2024." The negative outlook reflects S&P's view that Hearthside will continue to experience cash flow strains over the next few quarters, leading to a high likelihood of a distressed debt restructuring or payment default in the next 12 months. S&P could lower the rating if it anticipated a default scenario. This could happen if: -- S&P expected the company to pursue a distressed debt exchange, subpar repurchase, or other form of restructuring that could be considered as a default under our criteria; or -- Hearthside were unable to secure the refinancing of any upcoming debt maturities or it missed debt service payments. S&P could take a positive rating action if: -- Hearthside successfully refinanced its near-term debt maturities with manageable terms; and -- The company's cash flow and liquidity improved, lessening the chance of a debt restructuring or default. S&P said, "Social factors are a moderately negative consideration in our credit rating analysis because the company had struggled to maintain operating efficiencies at optimal levels at its factories due to the limited availability of labor and longer training periods, contributing to large profitability declines over the past few years. While these labor disruptions have eased, we believe the company's operating footprint is more exposed to these conditions given a product mix with more operating complexities, particularly in its baked goods lines. Hearthside faced allegations of child labor violations in its facilities and the company is currently undergoing investigations by federal and certain state agencies. To date, we believe these allegations and subsequent events have not had a material adverse impact on the company's operating performance or creditworthiness. If we believe that Hearthside is likely to lose a major customer or face meaningful profitability declines, we would reassess the impact on credit quality. "Governance factors remain a moderately negative consideration in our credit rating analysis and our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors." HOMEZONE IMPROVEMENTS: Wins Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, authorized Homezone Improvements, LLC to use cash collateral, on an interim basis, in accordance with the budget. The amount required from December 6, 2023 (the date of the first interim hearing) and December 27, 2023 (the date scheduled for the final hearing) is $359,623. This amount is required to prevent immediate and irreparable harm prior to this order becoming a final order. Cash collateral for this period is required to acquire inventory, pay employees of Debtor, maintain utilities and the premises, and other operating expenses. Prior to the Petition Date, the Debtor and Huntington National Bank, the United States Small Business Administration, Banker's Healthcare Group, LLC, Nu Direction Lending, LLC, Kapitus Servicing, Kalamata Capital Group, and Bluevine, entered into secured financing arrangement. Creditors assert that repayment of the Obligations is secured by liens upon all assets the Debtor. When collected, liquidated or otherwise reduced to cash, the proceeds will constitute cash collateral, pursuant to the terms of the security agreements and related loan documents. The Debtor borrowed $350,000 based on a 2015 Promissory Note from HNB. The Note has a variable interest rate of 2% over prime rate. The Note also provide for default rate of interest 3% over the non-default rate and the recovery of attorney fees. As of the date of filing bankruptcy, the unpaid balance on the Note was $349,207. As adequate protection of their respective interests under 11 U.S.C. Sections 361, 362, and 363(e), Creditors are granted replacement liens in the Debtor's post- petitions assets in the same amount, priority and extent as existed prepetition, effective as of the Petition Date, upon all personal property of the Debtor. The security interests and liens granted constitute perfected liens and security interests in favor of Creditors on all personal property of the Debtor except Chapter 5 Causes of Action. As adequate protection, Creditors are granted a perfected security interest and replacement liens in the Debtor's post- petition assets to the same extent and with the same priority as their respective pre-petition security interest(s). In addition to and separate from the replacement liens, HNB's lien on the Collateral pursuant to the Security Agreement will extend to post petition Collateral and the products, profits and proceeds thereof under Section 552(b). All indebtedness for adequate protection due to HNB will have priority over any and all costs and expenses of administration or other priority claims in the Chapter 11 proceeding. As additional adequate protection of HNB's interests, the Debtor will pay HNB $3,142 a month representing interest on the Note and will also continue to keep all monthly payments currents on the three separate vehicle loans to HNB, which are $855 per month for the contract 001-0866851-500, $678 on contract 001-0866851-501, and $1,083.11 for contract 001-0866851-502. Adequate protection payments will be made on the first day of each month. A hearing on the matter is set for December 27, 2023 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=5efzid from PacerMonitor.com. About Homezone Improvements, LLC Homezone Improvements, LLC is an exterior remodeler based in Grand Blanc and serving homeowners across Michigan. The Company specializes in vinyl replacement windows, notably the Sunrise Vanguard triple-pane windows, as well as sliding patio doors and residential roofing tailored for Michigan's diverse weather. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31825) on November 15, 2023. In the petition signed by Donald Wyper, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Joel D. Applebaum oversees the case. Yuliy Osipov, Esq., at Osipov Bigelman, PC., represents the Debtor as legal counsel. HULL ORGANIZATION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Hull Organization, LLC 1902 Campus Place, Suite 9 Louisville, KY 40299 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 13, 2023 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 23-32983 Judge: Hon. Alan C. Stout Debtor's Counsel: Tyler R. Yeager, Esq. KAPLAN JOHNSON ABATE & BIRD LLP 710 West Main Street Fourth Floor Louisville, KY 40202 Tel: (502) 416-1630 Fax: (502) 540-8282 Email: tyeager@kaplanjohnsonlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert E. Hull as member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G4LIXBI/Hull_Organization_LLC__kywbke-23-32983__0001.0.pdf?mcid=tGE4TAMA ICAHN ENTERPRISES: S&P Rates New $500MM Senior Unsecured Notes 'BB' ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue rating and '3' recovery rating to Icahn Enterprises L.P.'s (BB/Stable/--) proposed $500 million senior unsecured notes due 2029. The '3' recovery rating indicates our expectation of meaningful recovery (65%) in the event of default. The proposed notes will be unconditionally guaranteed on a senior unsecured basis by Icahn Enterprises Holdings L.P. S&P said, "We anticipate that Icahn Enterprises L.P. (IEP) will use the proceeds from the offering and cash on its balance sheet to repay its $1.1 billion 4.75% senior unsecured notes due 2024. Pro forma for the proposed transaction, we expect IEP to have about $4.6 billion of gross debt and $1.2 billion of cash on the balance sheet. Since we net cash against gross debt in our loan-to-value (LTV) ratio calculation, leverage is unchanged at about 41% pro forma for the proposed transaction. "IEP's LTV ratio is slightly stronger than our 45%-60% expected range for the rating. While the portfolio is highly liquid, it is also highly market sensitive--particularly to the values of the investment unit and CVR Energy Inc. (a publicly listed oil refining company), which together comprise about 68% of the portfolio's gross indicative value. Changes in the values of these assets could cause significant swings in LTV. "The stable outlook indicates our expectation that IEP will maintain an LTV ratio of 45%-60%, without any significant changes to asset quality, portfolio concentration, or liquidity position over the next 12 months." IDOCKET.COM LLC: Court OKs Cash Collateral Access on Final Basis ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Amarillo Division, authorized iDocket.com, LLC to use cash collateral on a final basis, in accordance with the budget, with a 5% variance. The Debtor requires the use of cash collateral to pay payroll, pay utilities, post-petition technology services, taxes, supplies, and other expenses vital to its continued operations. The Debtor has outstanding indebtedness to the Happy State Bank, a division of Centennial Bank. HSB asserts a lien against the Debtor's cash held in bank accounts at HSB and accounts receivable to secure the repayment of the Debtor's indebtedness to HSB. The Debtor likewise has outstanding indebtedness to Newtek Small Business Finance, LLC. Newtek asserts liens against, among other things, the Debtor's accounts receivable, inventory, equipment, deposit accounts, and general intangibles. The Debtor likewise has outstanding indebtedness to InclulT, LLC. InclulT asserts liens against the Debtor's accounts, chattel paper, commercial tort claims, deposit accounts, securities accounts, and commodity accounts, documents, general intangibles, goods, instruments, investment related property, letter of credit rights, fixtures, intellectual property, material agreements, and vehicles; save and except, InclulT does not assert a lien against receivables under the Master Service Agreement with the Texas Office of Court Administration. The Debtor asserts IncluIT's lien may be subject to avoidance pursuant to 11 U.S.C. section 547. The Debtor reflects on its books and records as of the Petition Date cash in the amount of $51,563 and accounts receivable in the amount of $566,998. The value of the Debtor's remaining assets as of the Petition Date is uncertain on account of the fact the Debtor's intellectual property is difficult to value. The Debtor had in its possession as of the Petition Date $51,563 of cash in deposits in its depository accounts from the sale of its goods and services to its customers. The Debtor likewise had as of the Petition Date outstanding accounts receivable in the amount of $566,998. The Debtor has a need to use the cash and receipts from its accounts receivable to pay payroll, pay utilities, post-petition technology services, taxes, supplies, and other expenses vital to its operations. As adequate protection of HSB's, Newtek's, and IncIuIT's interests, if any, in the cash collateral being used, HSB, Newtek, and IncluIT are granted continuing, post-petition, replacement liens in, to and over all of the Debtor's property and assets in the same nature, extent, validity, and priority of HSB's, Newtek's, and IncIuIT's pre-petition liens as of the Petition Date. As adequate protection of HSB's and Newtek's interests in the cash collateral being used, HSB and Newtek are granted an administrative expense claim to the extent of any diminution in the value of their collateral on account of the use by the Debtor of the cash collateral, which will have priority in this Chapter 11 case or related bankruptcy case if the case is converted to Chapter 7 in accordance with the provisions of 11 U.S.C. section 507(b) over all administrative expenses of the kind specified in 111 U.S.C. section 507(a). As adequate protection of HSB's interests in the cash collateral being used, the Debtor will make a monthly adequate protection payment in the amount of $5,200 with the first payment due on January 15, 2024, and continuing on the same day of each following month until the Debtor has confirmed a plan of reorganization or the case has been converted or dismissed. As adequate prelection of Newtek's interests in the cash collateral being used, the Debtor will make a monthly adequate protection payment in the amount of accrued, unpaid interest due under the U.S. Small Business Administration Note dated October 25,2022, executed by Debtor, as borrower, in favor of Newtek, as lender, in the original principal amount of $2.5 million with the first payment due on October 30, 2023, and each subsequent payment due on the 20th day of each following month until the Debtor has confirmed a plan of reorganization or the case has been converted or dismissed. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=qkiAqW from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $392,584 for January 2024; $386,505 for February 2024; and $386,505 for March 2024. About iDocket.com, LLC iDocket is a Texas-based, Hispanic- and Woman-Owned S-Corporation headquartered in Amarillo, Texas. iDocket.com, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-20220) on Oct. 9, 2023. The petition was signed by Amelia Balderrama, Esq. as president. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Brad W. Odell, Esq. at MULLIN HOARD & BROWN, LLP represents the Debtor as counsel. INTEGRATED CARE: U.S. Trustee Appoints Joseph Tomaino as PCO ------------------------------------------------------------ Andrew Vara, the U.S. Trustee for Regions 3 and 9, appointed Joseph Tomaino as patient care ombudsman for Integrated Care Concepts and Consultation, L.L.C. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the District of New Jersey on Nov. 29. A patient care ombudsman refers to an individual appointed in healthcare bankruptcies to ensure the safety of patients. The PCO monitors the quality of patient care and represents the interest of the patients of the healthcare debtor. Mr. Tomaino, chief executive officer of Grassi Healthcare Advisors, LLC, disclosed in an affidavit that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The ombudsman may be reached at: Joseph Tomaino Grassi Healthcare Advisors, LLC 750 Third Avenue, 28th Floor New York, NY 10017 Tel: (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About Integrated Care Concepts and Consultation Integrated Care Concepts and Consultation, LLC offers mental health treatment for individuals, adolescents, children, couples, and families. The company is based in Eatontown, N.J. The Debtor filed Chapter 11 petition (Bankr. D. N.J. Case No. 23-17773) on Sept. 5, 2023, with $611,080 in total assets and $1,604,180 in total liabilities. Seth Arkush, managing partner, signed the petition. Judge Christine M. Gravelle oversees the case. Donald F. Campbell, Jr., Esq., at Giordano, Halleran, Ciesla, P.C., represents the Debtor as legal counsel. IQ DENTAL: Seeks Interim Cash Collateral Access ----------------------------------------------- IQ Dental Supply, LLC asks the U.S. Bankruptcy Court for the District of New Jersey for authority to use cash collateral and provide adequate protection. IQ Dental's sole secured debt is held by East West Bank. The loan facility from EWB funds the daily operations of IQ Dental. On August 29, 2012, IQ Dental and EWB entered into a Promissory Note in the principal amount of $1.5 million. In connection with the Note, EWB and IQ Dental entered into a Business Loan Agreement. In connection with the Note, IQ Dental and EWB entered into a Commercial Security Agreement. The Security Agreement provides for a security interest in all of IQ Dental's inventory, chattel paper, deposit accounts, accounts, equipment and general intangibles. Over time, the principal amount of the Note increased through various Change in Terms Agreements, and the maturity dates on the Line of Credit were extended. On October 10, 2023, EWB sent a default letter to IQ Dental alleging default on the loan facility. Following this, EWB provided a Change in Terms Agreement, but IQ Dental did not enter into it. The line of credit was shut down after the maturity date on October 23, 2022, and as of December 1, the outstanding balance on the loan was $3.2 million. In addition, the outstanding balance on the term loan from EWB as of November 27, 2023 was $173,928. EWB will be adequately protected during the pendency of the Debtor's bankruptcy case. First, EWB has sufficient collateral that exceeds the value of the outstanding balance on the loan facility. In this regard, EWB has a security interest in, amongst other things, the Debtor's accounts receivable and inventory. As of November 27, 2023, the Debtor's inventory based on book value was approximately $7.6 million. The Debtor's accounts receivable as of November 27, 2023 was $2.354 million. Although these balances change daily, based on the Debtor's sale of goods and collections, there are more than sufficient amounts to adequately protect EWB. EWB holds the first and only lien on these assets. Second, EWB is additionally protected by: (i) the personal guaranty provided by Mr. Sergey Kunin; (ii) the additional guaranty provided by SGD International, Inc.; and (iii) the assignment of Mr. Kunin's life insurance policy. Third, the Debtor proposes to make adequate protection payments to EWB of $10,000 per month. These payments are sufficient to adequately protect EWB during the pendency of the bankruptcy case. The payments are set forth in the Debtor's cash collateral budget. A copy of the motion is available at https://urlcurt.com/u?l=g8OUUn from PacerMonitor.com. About IQ Dental Supply, LLC IQ Dental Supply, LLC is a full service dental supply company selling dental supplies, equipment, and providing service since 2009. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-21402) on December 8, 2023. In the petition signed by Sergey Kunin, managing member, the Debtor disclosed $10,092,591 in assets and $8,098,257 in liabilities. Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C., represents the Debtor as legal counsel. IRONMAN LOGGING: Says Profits to Pay Off Claims ----------------------------------------------- Ironman Logging, L.L.C, submitted a First Amended Plan of Reorganization. The Debtor believes it is will have sufficient profits to pay based upon recent history and it has no reason to believe that it should not be able to pay the claims in full. Obviously, any attempt at projecting income at this point is purely speculative as a result of the current state of the general economy of the United States. However, there is good reason to believe that this industry will continued to proper and allow debtor to generate sufficient profits to pay the debts as stated. Claims will be treated as follows: * Class 2 - Southern Heritage Bank - Holds a lien on holds a claim secured by the following: [a.] one 2008 Tigercat Feller Buncher model #724E, [b.] one 2000 Tigercat 240 Loader, [c.] one 2010 Tigercat 620C Skidder; as well as [d.] one 2015 Caterpillar 559C Loader with CSI Delimber, [e.] one 2015 Caterpillar Skidder, and [f.] one 2003 Tigercat 230B Loader, [g.] one 2014 Caterpillar Loader. To date, two claims have been filed. The first being in the amount of $158,916.97, filed as secured and the second claim is in the amount of $71,146.06, filed as secured. The Debtor intends to pay the total amount owed, as follows: $230,063.03, amortized over 7 years at 7% interest with monthly notes of $3,472.27, and a balloon note for the balance owed in 5 years Event of Default: Debtor will maintain insurance coverage on each item of Collateral in full force and effect on a constant and continuing basis, with Southern Heritage Bank named as secured party or loss payee. The Debtor will provide proof of such insurance coverage to Southern Heritage Bank. * Class 3 - John Deere Construction and Forestry Company - holds a claim secured by the following: [a.] one John Deere 648L Grapple Skidder, and [b.] one John Deere 803 Tracked Feller Buncher. Three claims have been filed with total debt in the amount of $520,154.35. The total will be paid as follows: -- The John Deere 803 Tracked Feller Buncher will be transferred to this creditor for a reduction in the total debt of $320,000.00. -- The remaining balance [$200,154.35] will be paid over 5 years with 9.25%, being monthly payments of $4,179.20, beginning 30 days after the Effective Date. Event of Default: Debtor will maintain insurance coverage on each item of Collateral in full force and effect on a constant and continuing basis, with John Deere Construction & Forestry Company named as secured party or loss payee. Debtor will provide proof of such insurance coverage to John Deere Construction & Forestry Company. * Class 4 - Claim of the Unsecured Creditors – The last date to file claims was fixed as September 29, 2023, and no other claims have been other than the secured claims. The funds necessary for the satisfaction of the creditors' claims shall be derived from net operating profits of the Debtor as well accounts receivable collected after the filing of the case. Attorney for the Debtor: Thomas R. Willson, Esq. 1330 Jackson Street, Suite C Alexandria, LA 71309 Tel: (318) 442-8658 Fax: (318) 442-9637 E-mail: rocky@rockywillson@law.com A copy of the Plan of Reorganization dated December 6, 2023, is available at https://tinyurl.ph/uDLxe from PacerMonitor.com. About Ironman Logging Ironman Logging, LLC, a company in Georgetown, La., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. Case No. 23-80389) on July 12, 2023. In the petition signed by its managing member, Edward B. Holmes, Jr., the Debtor disclosed $1,255,500 in assets and $554,248 in liabilities. Judge Stephen D. Wheelis oversees the case. Thomas R. Willson, Esq., is the Debtor's legal counsel. ISLAND ROOFING: Seeks to Tap Tinelli Fernandez as Special Counsel ----------------------------------------------------------------- Island Roofing and Restoration, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Tinelli Fernandez, PLLC as special counsel. The Debtor needs a special counsel to represent its interests in the lawsuit captioned as Island Roofing and Restoration, LLC a/a/o Enclave at Naples Condominium Association vs. Empire Indemnity Insurance Company, filed in the U.S. District Court for the Middle District of Florida, Tampa Division, Case No. 8:21-cv-00211-JLB-KCD. The hourly rates of the lawyers at Tinelli Law who will be working on this matter are in the range of $500 per hour to $350 per hour. Anthony Tinelli, Esq., an attorney at Tinelli Fernandez, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Anthony J. Tinelli, Esq. Tinelli Fernandez, PLLC 2600 South Douglas Road, Suite 302a Coral Gables, FL 33134 Telephone: (305) 735-3800 About Island Roofing and Restoration Island Roofing and Restoration LLC is a roofing contractor in Fort Myers, Fla. Island Roofing and Restoration sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01419) on Nov. 22, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Ruediger Mueller has been appointed as Subchapter V trustee. Judge Caryl E. Delano oversees the case. The Debtor tapped Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP as bankruptcy counsel and Tinelli Fernandez, PLLC as special counsel. ISLAND ROOFING: Taps Johnson Pope Bokor Ruppel & Burns as Counsel ----------------------------------------------------------------- Island Roofing and Restoration, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Johnson Pope Bokor Ruppel & Burns, LLP. The Debtor requires legal counsel to: (a) give advice with respect to the duties and obligations of the Debtor; (b) take necessary steps to analyze and pursue any avoidance actions, if in the best interest of the estate; (c) prepare legal papers; (d) assist the Debtor in taking all legally appropriate steps to effectuate compliance with the Bankruptcy Code; and (e) perform all other legal services for the Debtor which may be necessary herein. Alberto "Al" Gomez, Jr., Esq., the primary attorney in this representation, will be billed at his hourly rate of $450. The Debtor paid the firm a $38,262 pre-bankruptcy retainer within one year of the petition date. Mr. Gomez disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alberto "Al" F. Gomez, Jr., Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Suite 3100 Tampa, FL 33602 Telephone: (813) 225-2500 Facsimile: (813) 223-7118 Email: A1@jpfirm.com About Island Roofing and Restoration Island Roofing and Restoration LLC is a roofing contractor in Fort Myers, Fla. Island Roofing and Restoration sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01419) on Nov. 22, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Ruediger Mueller has been appointed as Subchapter V trustee. Judge Caryl E. Delano oversees the case. The Debtor tapped Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP as bankruptcy counsel and Tinelli Fernandez, PLLC as special counsel. JNJ HOME: Joseph Tomaino Submits First PCO Report ------------------------------------------------- Joseph Tomaino, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of New York his first report regarding the quality of patient care provided by JNJ Home Health Care, Inc. The PCO observed some recent increase in patients with acquisition of a new contract for pediatric care. There is an aide for each patient, and a supervisory visit is made by a nurse every six months. JNJ reports no issues meeting payroll. The PCO received a report recently from a family member that there has been significant turnover in aides and that they sometimes have difficulty getting paid. She spoke very highly of the aide her mother has and does not want to change. Meanwhile, there is an increased level of risk because of the introduction of a new scope of care in pediatrics, according to the PCO. The PCO is scheduling calls with select staff to confirm that training and supplies are being appropriately provided. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=VrnUFx from PacerMonitor.com. The ombudsman may be reached at: Joseph J. Tomaino Grassi Healthcare Advisors LLC 750 Third Ave New York, NY 10017 Telephone: (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About JNJ Home Health Care JNJ Home Health Care, Inc. is a provider of home healthcare services in Brooklyn, N.Y. JNJ Home Health Care filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-41382) on April 24, 2023. In the petition signed by its chief executive officer, Caren D. Serieux-Bazelais, the Debtor disclosed $1,616,300 in assets and $3,550,540 in liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped the Law Office of James J. Rufo as bankruptcy counsel; the Law Office of Charles A. Higgs as special litigation counsel; and Hickey & Hickey Accounting Consultants as accountant. Joseph J. Tomaino, chief executive officer of Grassi Healthcare Advisors, LLC, is the patient care ombudsman appointed in the Debtor's case. KENNETH THOMPSON: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Kenneth Thompson, LLC 208 Route 44 Millerton, NY 12546 Business Description: The Debtor owns three acre mixed-use (retail) parcel located at 208 Route 44, Millerton, New York, consisting of a 23K square foot building, 2 stories (75' x 200') 7 rentable spaces valued at $1.14 million in the aggregate. Chapter 11 Petition Date: December 13, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-36025 Debtor's Counsel: Michelle L. Trier, Esq. GENOVA, MALIN & TRIER, LLP 1136 Route 9 Wappingers Falls, NY 12590 Tel: 845-298-1600 Total Assets: $1,195,989 Total Liabilities: $389,584 The petition was signed by Kenneth Thompson as managing member. The Debtor indicated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2OXRZVQ/Kenneth_Thompson_LLC__nysbke-23-36025__0001.0.pdf?mcid=tGE4TAMA KORO KORO: Unsecureds Owed $81K to Get 100% With 0% Interest ------------------------------------------------------------ Koro Koro I Inc. submitted a Chapter 11 Plan and a Disclosure Statement, dated Dec. 5, 2023. In summary, the Plan proposed to pay $149,932 in full satisfaction of the allowed secured claims, inclusive of 3% interest, in 20 quarterly payments commencing October 15, 2024, to make distributions totaling $10,144 in full satisfaction of priority unsecured claims, and to make 100% distributions to allowed general unsecured claims holder totaling $81,148 at no interest commencing Oct. 15, 2023, as well as administrative costs estimated at $15,750 for a total of approximately $256,974.36 in distribution through the Plan. As the Debtor's financial projections demonstrate total projected disposable income of $250,557, the Debtor will have sufficient average monthly net cash flow, after paying operating expenses for the life of the Plan, when combined with contributions from the Debtor's sole shareholder to support the Plan. The first Plan payment is expected to be paid on October 15, 2024. The Plan will be funded by the Debtor's monthly income, as the Debtor has positive net income to make the required Plan payments. Counsel for Debtor: Joseph M. Shapiro, Esq. MIDDLEBROOKS SHAPIRO, P.C. 841 Mountain Ave., First Fl. Springfield, NJ 07081 Tel: (973) 218-6877 E-mail: jshapiro@middlebrooksshapiro.com A copy of the Disclosure Statement dated Dec. 6, 2023, is available at https://tinyurl.ph/vLVGS from PacerMonitor.com. About Koro Koro I, Inc. Koro Koro I, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19862) on Nov.www. 6, 2023. In the petition signed by Quentin J. Dubois, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Stacey L. Meisel oversees the case. Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C., is the Debtor's legal counsel. L.B. LAND TRUST: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: L.B. Land Trust Inc. d/b/a Lobsterboys 49 Dipper Harbour Rd. Dipper Harbour, NB E5J 1X1 Canada Business Description: The Debtor is a lobster harvester and distributor. Chapter 11 Petition Date: December 12, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11995 Debtor's Counsel: Stephen M. Packman, Esq. ARCHER & GREINER, P.C. 1211 Avenue of the Americas, Suite 2750 New York, NY 10036 Tel: 212-963-3300 Email: spackman@archerlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Justin Maderia as president. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QZDIUTY/LB_Land_Trust_Inc__nysbke-23-11995__0001.0.pdf?mcid=tGE4TAMA LANDWAVE HOLDINGS: Seeks to Hire the Porter Law Network as Counsel ------------------------------------------------------------------ Landwave Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ the Porter Law Network as its legal counsel. The Debtor requires legal counsel to: (a) give advise with respect to the powers and duties of the Debtor in the continued management of its assets; (b) prepare legal papers; (c) assist the Debtor in preparing and obtaining the court's approval of a plan of reorganization to preserve the value of its assets; (d) take such action as may be necessary with respect to claims that may be asserted against the Debtor; and (e) perform all other legal services for the Debtor which may be required regarding this case. Prior to the commencement of the case, the Debtor paid the firm a retainer in the amount of $5262 and the filing fee in the amount of $1738. The hourly rates of the firm's counsel and staff are as follows: Karen J. Porter, Esq. $475 Glenda J. Gray $350 Legal Assistants $175 In addition, the firm will receive reimbursement for expenses incurred. Karen Porter, Esq., an attorney at the Porter Law Network, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Karen J. Porter, Esq. Porter Law Network 230 West Monroe, Suite 240 Chicago, IL 60606 Telephone: (312) 372-4400 Facsimile: (312) 372-4160 About Landwave Holdings Landwave Holdings, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-14829) on Nov. 3, 2023, with as much as $50,000 in both assets and liabilities. Judge Deborah L. Thorne oversees the case. Karen J. Porter, Esq., at Porter Law Network represents the Debtor as bankruptcy counsel. LBU FRANCHISES: Lender Seeks to Prohibit Cash Collateral Access --------------------------------------------------------------- The U.S. asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to prohibit LBU Franchises Corporation from using cash collateral. As part of the Debtor's Motion, the Debtor proposed a budget. The Debtor's proposed budget included $4,150 a month to pay vehicle leases. At the initial hearing on Debtor's Motion, the Debtor's employee David Bekker provided testimony that the vehicle portion of the budget was to pay three separate lease payments. Two lease payments were for employees of the debtor, which the U.S. at this time will not be contesting. However, one lease payment is to pay the lease of a third party individual, an individual not employed by the Debtor. The Debtor filed an amended budget that indicated that the total vehicle payments being made out of the Debtor's budget was $3,300. The U.S. believes that a total of $880 a month is being spent on the third party's vehicle lease payment. Although, schedules have not been filed in the case, by the Debtor's own declaration the Debtor owes around $114,847 to the Internal Revenue Service and $497,338 to the Small Business Administration. As part of the Debtor's budget, the SBA should receive $2,332, the IRS receives nothing from the budget. The U.S. is a secured creditor. Both the Internal Revenue Service and the Small Business Administration interests are secured. Based on the proposed budget, the Small Business Administration will receive $2,332 a month and the Internal Revenue Service will receive nothing. The U.S. objects to the use of its cash collateral because it is entitled to adequate protection and its interest cannot be adequately protected. Alternatively, the U.S. requests that it be provided adequate protection for the use of its cash collateral. The Debtor has the burden of proof on the issue of adequate protection. A copy of the motion is available at https://urlcurt.com/u?l=AdoDT5 from PacerMonitor.com. About LBU Franchises Corporation LBU Franchises Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34586) on November 22, 2023. In the petition signed by David Bekker, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Jeffrey P. Norman oversees the case. Broocks McClure Wilson, Esq., at Kean Miller LLP, represents the Debtor as legal counsel. LEE & MAIN STREET: Unsecureds to Get Surplus Funds in Plan ---------------------------------------------------------- Lee & Main Street, LLC, submitted a Chapter 11 Plan, dated Dec. 6, 2023. This Plan of Reorganization under Chapter 11 of the Bankruptcy Code proposes to pay creditors of Lee & Main Street from either future earnings, the sale of the property or from additional investors. This Plan provides for one class of secured claims; two classes of unsecured claims. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at one hundred percent. This Plan also provides for the payment of administrative and priority claims (to the extent permitted by the Code or the claimant's agreement with the Debtor), at the time of confirmation. Under the Plan, Class 2 consists of Secured Claim of Freedom, Proof Claim #4. The Debtor will do the following for Class 2: (A) Prior to confirmation the Debtor will timely pay Freedom the sum of $9,600 per month beginning December 7, 2023, as adequate protection payments. (B) Upon confirmation, the Debtor will within 3 months: (i) List the property for sale, and sell the same, with Freedom being paid in full. If the proposed sale price is less than the payoff, then Freedom will have the right require the Debtor to reject said sales contract and require the Debtor to execute a deed in lieu of the property to Freedom or require the Debtor to pursue alternative (B)(iii) below; OR (ii) pay Freedom's claim in full with the injection of capital from a new investor or investors; OR (iii) If alternative (B)(i) or (B)(ii) above has not been realized by the Debtor, Debtor will contract with Woltz Auctioneers or another auction company acceptable to Freedom and hold an advertised auction sale within ninety days of the three month date of confirmation. At the said auction sale, Freedom will have the right to credit bid on the property. The cost of the auction will come from the sale proceeds. Under all options above, Freedom will retain its secured lien(s) on the property. Class 2 is unimpaired. Class 3 unsecured claims. The Creditors in this class will be paid as follows: If the Debtor sells the property under B(i) above, then after paying Freedom and any creditors entitled to administrative status or priority claims, any surplus will first go to all unsecured creditors pro rata and if the sales price is sufficient to pay all creditors in full then they will be paid in full, without interest. If the Debtor acts under alternative (B)(ii), then if the injection of capital is sufficient to pay all administrative and priority creditors then any surplus available will be used to pay Class 3 in full or pro rata. If not sufficient to pay in full, then after the project is completed, projected to pay unsecured creditors in full: the unsecured creditors will receive 1/60 of their remaining debt due with the first payment commencing June 1, 2025 plus 1/60th of the interest due at the judgment rate in Virginia of 6% calculated from September 8, 2023. If the Debtor is required to use option (B)(iii) then Class 3 will only receive funds after all other creditors are paid in full. If there are any funds, then Class 3 will share pro rata. Class 3 is impaired. The Plan shall be implemented as follows: (a) If Plan (B(i) is chosen, while the Debtor seeks take out financing under plan provision (B)(ii), then the Debtor shall within thirty days of confirmation identify the realtor(s) the Debtor will use to sell the property, along with copies of the listing agreement. Freedom will have 10 days to advise if the realtor is acceptable. If the Debtor receives an offer of purchase, which after commissions, cost of sales, payoff of Freedom's two notes (Proof of Claim #4) and all administrative and priority debts, it shall accept the same. If offers are received which do not meet this standard they will be disclosed to Freedom. Freedom shall have the right but not the obligation to reduce the amount it will accept in order that such an offer less than a full payoff can be accepted. If Freedom decides to reduce its payoff, then it shall so advise the Debtor, so the offer can be accepted. (b) If there is no contract of sale or investor injecting sufficient funds to payoff Freedom by the third month following confirmation, then the Debtor shall contract with Woltz or other auctioneer acceptable to Freedom to conduct an auction. Counsel for the Debtor: Robert T. Copeland, Esq. Scot S. Farthing, Esq. FARTHING LEGAL, P.C. P.O. Box 1315 Wytheville, VA 24382 Tel: (276) 625-0222 E-mail: robert@farthing.legal scot@farthing.Legal A copy of the Chapter 11 Plan dated December 6, 2023, is available at https://tinyurl.ph/iEABd from PacerMonitor.com. About Lee & Main Street Lee & Main Street, LLC, owns real property located at 201 S Main St. and 105 Lee St., Blacksburg, Va. The property consists of redevelopment townhouse lots and a building to be remodeled valued at $1.1 million in the aggregate. Lee & Main Street filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Va. Case No. 23-70603) on Sept. 8, 2023, with $1,307,413 in assets and $1,877,184 in liabilities. Jonathan Butt, co-manager and member, signed the petition. Scot Farthing, Esq., at Farthing Legal, PC represents the Debtor as bankruptcy counsel. LEON INDUSTRIES: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: Leon Industries LLC d/b/a US Glove Supply 300 Commerce Drive Lackawanna, NY 14218 Business Description: The Debtor owns and operates a nitrile glove manufacturing facility in New York. Chapter 11 Petition Date: December 13, 2023 Court: United States Bankruptcy Court Western District of New York Case No.: 23-11203 Judge: Hon. Carl L. Bucki Debtor's Counsel: Arthur G. Baumeister, Jr., Esq. BAUMEISTER DENZ LLP 174 Franklin Street, Suite 2 Buffalo, NY 14202 Tel: (716) 852-1300 Fax: (716) 852-1344 E-mail: abaumeister@bdlegal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jacomo Hakim as president. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UZLRXAQ/Leon_Industries_LLC__nywbke-23-11203__0001.0.pdf?mcid=tGE4TAMA LITIGATION PRACTICE: Trustee Taps Omni as Claims Agent ------------------------------------------------------ Richard Marshack, the trustee appointed in the Chapter 11 case of The Litigation Practice Group PC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Omni Agent Solutions, Inc. as claims and noticing agent. Omni will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 case of the Debtor. The hourly rates of Omni's professionals are as follows: Analyst $45 - $75 Consultant $75 - $195 Senior Consultants $200 - $240 Solicitation and Securities Consultant $200 - $225 Director of Solicitation and Securities $250 Technology Consultant $85 - $155 Brian Osborne, president of Omni Agent Solutions, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian K. Osborne Omni Agent Solutions, Inc. 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 Telephone: (818) 906-8300 Email: Bosborne@omniagnt.com About The Litigation Practice Group The Litigation Practice Group P.C. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10571) on March 20, 2023, with as much as $1 million in both assets and liabilities. Judge Scott C. Clarkson presides over the case. The Debtor tapped Khang & Khang, LLP as legal counsel and Grobstein Teeple, LLP as accountant. Omni Agent Solutions, Inc. is the claims and noticing agent hired in the Debtor's bankruptcy case. Richard A. Marshack was appointed as the Chapter 11 trustee of the Debtor's estate. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Fox Rothschild, LLP. LITTLE MANUEL'S: Unsecureds Will Get 1% of Claims over 60 Months ---------------------------------------------------------------- Little Manuel's, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business dated December 5, 2023. The Debtor operates a Mexican Food restaurant and cantina located in Antioch, California. In October of 2019, Little Manuel's Inc. obtained a loan with Loan Me to help the restaurant cover the then new installment agreement with the California Board of Equalization. Little Manuel's Inc. also obtained two PPP loans and an SBA EIDL Loan which were used to keep the business running during this time. The business has not fully recovered back to pre-pandemic sales. In addition, Little Manuel's Inc. took out merchant cash advance ("MCA") loans to help get through this period. This caused Little Manuel's Inc. to fall behind on the bills that they were still trying to take care of due to the pandemic. Debtor owes approximately $370,000 in UCC secured debts. Debtor believes that she will be financially stronger once she emerges from bankruptcy. She will be using the profits from the operation of the business to fund the plan payments. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $4,917.88 per month. The Debtor has proposed a 60-month plan. Hence the final payment is projected to be on or about January 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations, infusions of capital from the debtor's principal, accounts receivable and future income. Class 3 consists of Non-priority unsecured creditors. These claimants shall be paid on a monthly basis with payments being made by the 15th day of every month. The allowed unsecured claims total $364,560.68. This Class will receive a distribution of 1% of their allowed claims or pro-rata monthly payments of $60.76. Pro-Rata means the entire amount of the claim divided by the entire amount owed to creditors with allowed claims in this class. This Class is impaired. The Debtor will continue to operate the restaurant businesses and use profits to fund the Plan. A full-text copy of the Plan of Reorganization dated December 5, 2023 is available at https://urlcurt.com/u?l=ZlI9qg from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Vincent E. Wood, Esq. LAW OFFICES OF E. VINCENT WOOD 2950 Buskirk Ave., Suite 300 Walnut Creek, CA 94597 Tel: (925) 278-6680 Fax: (925) 955-1655 Email: vince@woodbk.com About Little Manuel's Little Manuel's, Inc., operates a Mexican Food restaurant and cantina located in Antioch, California. Little Manuel's is 100% owned and managed by Michelle Sidrian. Little Manuel's sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-41120) on Sept. 6, 2023. In the petition signed by Michelle Sidrian, CEO and shareholder, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Charles Novack oversees the case. E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood, is the Debtor's legal counsel. LOBSTER SH LTD: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Lobster SH Ltd. d/b/a Lobsterboys SH Ltd. d/b/a Bay of Fundy Enterprises Ltd. d/b/a Lobsterboys 40 New York Ave. Huntington, NY 11743 Business Description: The Debtor is a lobster harvester and distributor. Chapter 11 Petition Date: December 12, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11987 Debtor's Counsel: Stephen M. Packman, Esq. ARCHER & GREINER, P.C. 1211 Avenue of the Americas Suite 2750 New York, NY 10036 Tel: 212-963-3300 Email: spackman@archerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Justin Maderia as president. A copy of the Debtor's list of 20 largest unsecured creditors is now available for free at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZAS556Q/Lobster_SH_Ltd__nysbke-23-11987__0001.0.pdf?mcid=tGE4TAMA LOBSTERBOYS LTD: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Lobsterboys Ltd. d/b/a Lobsterboys 40 New York Ave. Huntington, NY 11743 Business Description: The Debtor is a lobster harvester and distributor. Chapter 11 Petition Date: December 12, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11989 Debtor's Counsel: Stephen M. Packman, Esq. ARCHER & GREINER, P.C. 1211 Avenue of the Americas Suite 2750 New York, NY 10036 Tel: 212-963-3300 E-mail: spackman@archerlaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Justin Maderia as president. A copy of the Debtor's list of 20 largest unsecured creditors is now available for free at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6GMJZKI/Lobsterboys_Ltd__nysbke-23-11989__0001.0.pdf?mcid=tGE4TAMA LOTTERY.COM: Has 180 Days to Regain Nasdaq Compliance ----------------------------------------------------- Lottery.com, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the Company has received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that based upon its review of the Company's Market Value of Publicly Held Shares ("MVPHS") for the last 30 consecutive business days, the Company no longer meets the minimum requirement of $5,000,000 set forth in Nasdaq Listing Rule 5450(b)(1)(C). However, under the Listing Rules, the Company was provided a 180-calendar day grace period to regain compliance, through May 28, 2024. If at any time during the compliance period the Company's MVPHS closes at $5,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance with the rule prior to the expiration of the compliance period, the Company will receive written notification that its securities are subject to delisting. About Lottery.com Inc. Lottery.com is a provider of domestic and international lottery products and services that enable consumers and businesses to purchase purportedly legally sanctioned lottery tickets in the United States and abroad online through its proprietary business-to-consumer platform. As of Sept. 30, 2023, the Company had $74,947,564 in total assets and $23,180,542 in total liabilities. MATCON CONSTRUCTION: Jan. 12 Plan Confirmation Hearing Set ---------------------------------------------------------- Judge Roberta A. Colton has entered an order conditionally approving the Disclosure Statement of Matcon Construction Services, Inc. The Debtor also has filed a proposed amended plan of reorganization. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on January 12, 2024 at 10:00 a.m. in Tampa, FL − Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest must submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than 8 days before the date of the Confirmation Hearing. Objections to confirmation shall be filed and served no later than 7 days before the date of the Confirmation Hearing. The Plan Proponent must file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. About Matcon Construction Services Matcon Construction Services, Inc., provides general contracting, solar solutions and development Services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00215) on Jan. 20, 2023. In the petition signed by Derek Mateos, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Roberta A. Colton oversees the case. Scott Underwood, Esq., at Underwood Murray, P.A., is the Debtor's counsel. MCCONNELL SAND: Seeks Approval to Hire Laurie Lapham as Accountant ------------------------------------------------------------------ McConnell Sand and Stone, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Laurie Lapham, CPA, an accountant at Laurie Lapham Accounting. Ms. Lapham will render these services: (a) daily tracking of bank accounts, payment of bills and working with management on these matters; (b) preparing weekly sales reports; (c) regular accounts payable reporting; (d) preparing bi-weekly payroll reports; and (e) preparing monthly financial statements. The accountant will be billed at an hourly rate of $80. Ms. Lapham disclosed in a court filing that she is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Laurie Lapham, CPA Laurie Lapham Accounting 4115 Kelso Rd. North Adams, MI 49262 Telephone: (517) 320-1093 About McConnell Sand and Stone McConnell Sand and Stone, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-90058) on June 19, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Thomas Richardson, Esq., at Lewis Reed and Allen, has been appointed as Subchapter V trustee. Judge Scott W. Dales oversees the case. The Debtor tapped George E. Jacobs, Esq., at Bankruptcy Law Offices as counsel and Laurie Lapham at Laurie Lapham Accounting as accountant. MEDHAWK POOLS: Unsecureds' Recovery Hiked to 75.09% over 5 Years ---------------------------------------------------------------- MedHawk Pools & Patio LLC submitted a First Amended Plan of Reorganization dated December 5, 2023. Debtor's Plan of Reorganization provides for the continued operations of the Debtor in order to make payments to its creditors as set forth in this Plan. Debtor seeks to confirm a consensual plan or reorganization so that all payments to creditors required under the Plan will be made directly by the Debtor to its creditors. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into seven classes of Claimants. These claimants will receive cash repayments over a period of time beginning on the Effective Date. While Debtor's Plan proposes to pay claims not to exceed 5 years, nothing prevents Debtor from prepaying its claims. Class 4-1 consists of the Secured Claim of Ally Bank (Claim No. 6-1) in the amount of $101,542. The Ally Bank asserts it is fully secured by a lien on a 2023 Ford Super Duty F-350 SRW, Vin# 9245. The Debtor intends to surrender the 2023 Ford Super Duty F-350 SRW, Vin# 9245 back to the creditor. The Debtor proposes to pay the estimated deficient claim of $19,632 as an unsecured amount to be treated in Class 5 of this Plan. Class 4-2 consists of the Secured Claim of Ally Bank (Claim No. 7-1) in the amount of $86,889. The Ally Bank asserts it is fully secured by a lien on a 2023 Ford F-350 XL 2WD Crew Cab 8" Box, Vin# 5696. Debtor intends to surrender the 2023 Ford F-350 XL 2WD Crew Cab 8" Box, Vin# 5696 back to the creditor. Debtor proposes to pay the estimated deficient claim of $28,884 as an unsecured amount to be treated in Class 5 of this Plan. Class 4-12 consists of the Secured Claim of Ford Motor Credit Company LLC (Claim No. 31-1) in the amount of $83,091. The Ford Motor Credit asserts it is fully secured by a lien on a 2022 Ford F-350, Vin# 2404. The Debtor intends to surrender the 2022 Ford F-350, Vin# 2404 back to the creditor. The Debtor proposes to pay the estimated deficient claim of $42,554.80 as an unsecured amount to be treated in Class 5 of this Plan. Class 4-13 consists of the Secured Claim of Ford Motor Credit Company LLC (Claim No. 32-1) in the amount of $34,800. The Ford Motor Credit asserts it is fully secured by a lien on a 2023 Ford Maverick, Vin# 8058. Debtor intends to surrender the 2023 Ford Maverick, Vin# 8058 back to the creditor. The Debtor proposes to pay the estimated deficient claim of $6,255 as an unsecured amount to be treated in Class 5 of this Plan. Class 4-15 consists of the Secured Claim of PNC Bank (Claim No. 16-1) in the amount of $23,201. The PNC Bank asserts it is fully secured by a lien on a Bobcat E20 Excavator Mini/Compact, Serial# B3BL19881. Debtor intends to surrender the Bobcat E20 Excavator Mini/Compact, Serial# B3BL19881 back to the creditor. Any remaining unsecured portion will be treated in Class 5 of this Plan. Class 4-16 consists of the Secured Claim of PNC Bank (Claim No. 17-1) in the amount of $92,747. The PNC Bank asserts it is fully secured by a lien on a JCB 55Z Mini Excavator, Serial# 2890822. Debtor intends to surrender the JCB 55Z Mini Excavator, Serial# 2890822 back to the creditor. Debtor proposes to pay the estimated deficient claim of $7,747 as an unsecured amount to be treated in Class 5 of this Plan. Class 4-17 consists of the Secured Claim of PNC Bank (Claim No. 18-1) in the amount of $23,745. The PNC Bank asserts it is fully secured by a liens on a JCB Collector Sweeper, Serial# 2055874, a Erskine Scrap Grapple, Serial# 1128561 and a Premier HO19 Auger, Serial# 23658. The Debtor intends to surrender the JCB Collector Sweeper, Serial# 2055874, a Erskine Scrap Grapple, Serial# 1128561 and a Premier HO19 Auger, Serial# 23658 back to the creditor. The Debtor proposes to pay the estimated deficient claim of $4,745.34 as an unsecured amount to be treated in Class 5 of this Plan. Class 4-19 consists of the Secured Claim of Wells Fargo Vendor Financial Services, LLC (Claim No. 10-1) in the amount of $49,760. The Wells Fargo asserts it is fully secured by a lien on a Bobcat T770 Compact Track Loaders, Serial# AT6331800. The Debtor intends to surrender the Bobcat T770 Compact Track Loaders, Serial# AT6331800 back to the creditor. Any remaining deficiency claim and or unsecured portion will be treated in Class 5 of this Plan. Class 4-20 consists of the Secured Claim of Wells Fargo Vendor Financial Services, LLC (Claim No. 11-2) in the amount of $49,400. The Wells Fargo asserts it is fully secured by a lien on a Bobcat T450 Compact Track Loaders, Serial# AUVP17776. Debtor intends to surrender the Bobcat T450 Compact Track Loaders, Serial# AUVP17776 back to the creditor. Any remaining deficiency claim and or unsecured portion will be treated in Class 5 of this Plan. Class 5 consists of Allowed Unsecured Claims. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 5 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the additional 4 years remaining on this date. The Debtor may begin on the 15th day of the month after the effective date of confirmation, to begin disbursements to the Class 5 claims. Debtor will distribute up to $1,225,900 to the general allowed unsecured creditor pool over the 5-year term of the plan. The Debtor can make monthly, quarterly or yearly payments as to the Class 5 Claimants. The Debtor's General Allowed Unsecured Claimants will receive 75.09% of their allowed claims under this plan. Any creditors listed in the schedules of Tech-Mar Enterprises LLC as disputed and did not file a claim will not receive distributions under this plan. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the First Amended Plan dated December 5, 2023 is available at https://urlcurt.com/u?l=THi1F4 from PacerMonitor.com at no charge. Counsel for Debtor: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Phone: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About MedHawk Pools & Patio MedHawk Pools & Patio, LLC is a custom pool builder in Celina, Texas, and surrounding North Dallas areas. It specializes in designing and constructing custom pools and creating outdoor living spaces. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Texas Case No. 23-41205) on July 7, 2023, with $1,818,231 in assets and $3,086,584 in liabilities. Mark Gilbaugh, manager, signed the petition. Robert C. Lane, Esq., at the Lane Law Firm, is the Debtor's bankruptcy counsel. MICHIGAN MEDICAL: U.S. Trustee Appoints Erika Hart as PCO --------------------------------------------------------- Andrew Vara, the U.S. Trustee for Regions 3 and 9, appointed Erika Hart, Esq., as patient care ombudsman for Michigan Medical Group, P.C. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Eastern District of Michigan on Nov. 27. A patient care ombudsman refers to an individual appointed in healthcare bankruptcies to ensure the safety of patients. The PCO monitors the quality of patient care and represents the interest of the patients of the healthcare debtor. Ms. Hart of The Taunt Law Firm disclosed in an affidavit that she is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The ombudsman may be reached at: Erika D. Hart, Esq. The Taunt Law Firm 700 East Maple Road, Second Floor Birmingham, MI 48009 Phone: (248) 644-7800 About Michigan Medical Group Organized in 2001, Michigan Medical Group, P.C. is a medical practice located in Taylor, Mich., that specializes in internal medicine. Its sole shareholder is Dr. Najam K. Syed. Michigan Medical Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-50240) on Nov. 22, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Najam Syed, president, signed the petition. Dr. Najam Syed also commenced a personal Chapter 11 bankruptcy case (Bankr. E.D. Mich. Case No.23-50241) on Nov. 22, 2023. Mr. Syed's case is jointly administered with Michigan Medical's. Judge Mark A. Randon oversees the cases. The Debtors are represented by Elliot G. Crowder, Esq., a practicing attorney in Canton, Mich. MKNC II: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: MKNC II 1107 Kenshire Lane Richardson, TX 75081 Chapter 11 Petition Date: December 13, 2023 Court: United States Bankruptcy Court Northern District of Texas Case No.: 23-32952 Debtor's Counsel: Eric Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road, Ste. 850 Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: agenda@ealpc.com Total Assets: $50,000 Estimated Liabilities: $1,025,377 The petition was signed by Andrew Chen as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EJFWZTQ/MKNC_II__txnbke-23-32952__0001.0.pdf?mcid=tGE4TAMA MULLEN AUTOMOTIVE: Files New Spoofing Complaint vs Broker-Dealers ----------------------------------------------------------------- Mullen Automotive Inc. announced that it has filed a spoofing complaint on Dec. 6, 2023, in the U.S. District Court for the Southern District of New York alleging that UBS Securities, LLC, IMC Financial Markets and Clear Street Markets, LLC engaged in a market manipulation scheme using spoofing to manipulate the market price of Mullen shares. The Company said spoofing claims based on similar conduct have garnered judicial successes in recent years. The Company believes that the spoofing litigation has exponentially greater potential to recover damages based on the nature of the claims and the duration of the 2-year period when the spoofing is alleged to have occurred. In connection with the decision to file the spoofing complaint, the Company has voluntarily dismissed the lawsuit originally filed on Aug. 29, 2023, in the U.S. District Court for the Southern District of New York against certain broker-dealers, alleging a scheme to manipulate the share price of the Company's securities focusing on short-selling claims. That case covered a limited period of three months and did not provide the Company with a sufficient opportunity to justify the cost that would be incurred in pursing the claims in that litigation. The Company conducted a cost-benefit analysis of both cases and concluded that it would be a prudent exercise of business judgement to pursue the larger spoofing litigation rather than the short-selling litigation. "My focus continues to provide transparency and to protect the long-term value for our Company and our stockholders. We believe that the spoofing litigation provides the best opportunity to sustain our claims as well as recover damages based on the defendant's market manipulation," said David Michery, CEO and chairman of Mullen Automotive. About Mullen Mullen Automotive Inc., f/k/a Net Element Inc., is a Southern California-based automotive company building the next generation of electric vehicles that will be manufactured in two Company-owned United States-based assembly plants. Mullen's EV development portfolio includes the Mullen FIVE EV Crossover, Mullen Commercial Class 1 and 3 EVs and Bollinger Motors, which features both the B1 and B2 electric SUV trucks and Class 4-6 commercial offerings. Mullen reported a net loss of $740.32 million for the year ended Sept. 30, 2022, compared to a net loss of $44.24 million for the year ended Sept. 30, 2021. Fort Lauderdale, Florida-based Daszkal Bolton LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated Jan. 13, 2023, citing that the Company has sustained net losses, has indebtedness in default, and has a deficiency in working capital of approximately $36 million at Sept. 30, 2022, which raise substantial doubt about its ability to continue as a going concern. MVK FARMSCO: Prima Wawona Cancels Auction With No Proper Bid ------------------------------------------------------------ Yun Park of Law360 reports that stone fruit producer Prima Wawona decided to cancel the auction scheduled for Friday, December 8, 2023, to sell its assets for its Chapter 11 bankruptcy case, after not receiving any bids that met the requirements under the bidding procedure. About MVK FarmCo MVK FarmCo, LLC and its affiliates -- https://prima.com/ -- are providers of stone fruit, operating an integrated network of farms, ranches and packaging facilities. Founded in 1999 and headquartered in Fresno, Calif., the Debtors cultivate approximately 18,000 acres of land nestled throughout the San Joaquin Valley. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11721) on Oct. 13, 2023. John Boken, chief executive officer, signed the petitions. At the time of the filing, the Debtors reported consolidated assets of $500 million to $1 billion and consolidated liabilities of $1 billion to $10 billion. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local counsel; Houlihan Lokey as investment banker; and Stretto, Inc. as claims and noticing agent. AP Services, LLC, provides interim management and restructuring support services to the Debtors. NETWORK MEDIA: Seeks to Hire Ronald D. Weiss as Bankruptcy Counsel ------------------------------------------------------------------ Network Media Management, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ The Law Office of Ronald D. Weiss, PC. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management of its business and property; (b) represent the Debtor before the bankruptcy court and at all hearings on matters pertaining to its affairs; (c) advise and assist the Debtor in the preparation and negotiation with its creditors of a Plan of Reorganization; (d) prepare all necessary legal papers; and (e) perform all other legal services for the Debtor which may be desirable and necessary. Judah Mizrahi, the Debtor's president, paid the firm a $20,000 general retainer for services and disbursements to be rendered in and in connection with the Debtor's Chapter 11 case. The hourly rates of the firm's counsel and staff are $450 per hour for attorneys and $250 per hour for paralegals. In addition, the firm will seek reimbursement for expenses incurred. Neil Ackerman, Esq., an attorney at The Law Office of Ronald D. Weiss, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Neil Ackerman, Esq. The Law Office of Ronald D. Weiss, PC 734 Walt Whitman Rd., Ste. 203 Melville, NY 11747 Telephone: (631) 271-3737 About Network Media Management Network Media Management, Inc. is the owner of real property located at 1959 E. 8th Street, Brooklyn, NY 11223 valued at $1.28 million. Network Media Management sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43343) on Sept. 19, 2023, with $1,283,300 in total assets and $790,000 in total liabilities. Judah Mizrahi, president, signed the petition. Judge Elizabeth S. Stong oversees the case. Neil Ackerman, Esq., at The Law Office of Ronald D. Weiss, PC serves as the Debtor's counsel. NINETY-FIVE MADISON: RAS Says Plan Toggle Objectionable ------------------------------------------------------- RAS Property Management, LLC, filed an objection to the Combined Chapter 11 Plan of Reorganization and Disclosure Statement for Debtor 95 Madison Company, L.P. of Ninety-Five Madison Company LP and respectfully states as follows: RAS is owned by Ms. Rita Sklar and is a General Partner of the Debtor. Ms. Sklar is also a Limited Partner of the Debtor and personally holds 29.13% of the Limited Partnership interest in the Debtor. She also serves as trustee for various trusts representing approximately 49% of the outstanding Limited Partnership interests in the Debtor. In total, Ms. Sklar owns or represents approximately 79% of the Limited Partnership interests in the Debtor. As currently drafted, the Plan proposes to pay all creditors in full and, as such, all creditors are deemed to accept the Plan and are not entitled to vote. Likewise, the Plan purports to render the equity interests in the Debtor unimpaired, and the equity interests are "deemed to accept" the Plan and are not entitled to vote. While no creditors or equity interest holders will be given the opportunity to vote on the Plan, the Plan (as currently drafted) does affect substantive rights of parties in interest, including the Limited Partners. RAS points out that the Plan toggle is objectionable, and the disclosure is inadequate. * The Plan is predicated on a "toggle" between a Sale Transaction and a Restructuring Transaction. However, as of the December 6, 2023 objection deadline, the Debtors have not identified any potential Sale Transaction and it is presumed that, at confirmation, the Debtor will seek approval of the Restructuring Transaction. Significantly, nothing has been filed on the docket and no information about the Debtor's intentions has been provided to RAS or other parties in interest. Without this basic information, it is inconceivable that the Debtor can assert it has complied with the applicable requirements of section 1125 of the Bankruptcy Code regarding adequate disclosure. * The Debtor's lack of disclosure is troubling, especially as the Plan is not really an "either/or" toggle, but instead requests authority to conduct a Sale Transaction, pursuant to section 363 of the Bankruptcy Code, to an undisclosed buyer, either before or after confirmation. * The Debtor asks the Court to write a blank check to conduct a Sale Transaction post confirmation, without any of the protections routinely afforded to parties in interest, such as providing the parties in interest with the most basic disclosure about the sale transaction to help them understand the potential impact on their interests, and giving them an opportunity to object to the sale or the ability to vote against the Sale Transaction. The Plan and Disclosure with respect to a potential Sale Transaction is, therefore, completely inadequate. * Here, RAS is mindful that, under either the Sale Transaction or the Restructuring Transaction, creditors are to be paid in full, but that does not eliminate the need to provide adequate information about the impact the Plan will have on the interests of the Limited Partners. As noted by the Avianca court, pursuant to section 1125 and its legislative history, courts have held that a disclosure statement "must contain all pertinent information bearing on the success or failure of the proposals in the plan of reorganization. A disclosure statement should likewise contain all material information relating to the risks posed to creditors and equity interest holders under the proposed plan of reorganization." RAS further points out that the debtor has continued to ignore corporate formalities. * Ms. Sklar has long maintained that RAS has not been informed of certain key actions by the other General Partners and that RAS has been shut out of virtually all decision-making processes in connection with the proposed chapter 11 Plan. Moreover, she maintains that she has not been provided sufficient information regarding the marketing process for the property, which is critical to any informed decision-making regarding a potential Sale Transaction. * Contrast that with the present case, where RAS has consistently raised concerns regarding the Debtor's governance. To be clear, RAS has no intention to seek to dismiss the chapter 11 case or have it converted, but RAS wants to ensure that the chapter 11 process minimizes the harm to the interests of the Limited Partners and has appropriate safeguards. It is also no secret to the Debtor that RAS is interested in helping to facilitate a transaction that is tax efficient, and Ms. Sklar would be willing to participate in any such transaction. As all creditors will be paid in full -- it is the Limited Partners who have the most to lose. * In May, Ms. Sklar objected to the retention of BRS. In that objection, she noted that the needs and concerns of the Limited Partners would be better served by ensuring the Debtor meaningfully includes all its General Partners in discussions regarding the Debtor's path forward in connection with any proposed transaction. Further, at the recent hearing on the fee application for the Debtor's counsel, RAS noted that the time records for Debtors' counsel are devoid of entries indicating RAS (a General Partner of the Debtor) was involved in any discussions regarding the Plan, or any proposed transaction. * The governance infirmities can, and should be, addressed before this Court approves any Plan that is not the product of a process conducted in accordance with the accepted Partnership governing procedures. * RAS is willing to work with the Debtor and the other General Partners to make the Plan acceptable and RAS is not objecting to the conversion of the DIP Financing into an exit facility to permit the Debtor to exit chapter 11 and promptly pay its creditors. But the provisions regarding a future Sale Transaction should not be approved unless there are greater disclosures and protections provided for the Limited Partnership interests. Counsel to RAS Property Management, LLC: Timothy Karcher, Esq. Reuven Klein , Esq. PROSKAUER ROSE LLP Eleven Times Square New York, NY 10036 Tel: (212) 969-3000 Fax: (212) 969-2900 About Ninety-Five Madison Company Ninety-Five Madison Company, L.P., filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-10529) on May 22, 2021, listing up to $100 million in assets and up to $10 million in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Glenn Agre Bergman & Fuentes, LLP as bankruptcy counsel. Rosenberg & Estis, P.C. and Quinn McCabe, LLP serve as the Debtor's special counsel. The Debtor filed its proposed Chapter 11 plan of reorganization on Sept. 12, 2021, which provides for payment in full of its creditors. NORTHWOODS PETS: Fine-Tunes Plan Documents ------------------------------------------ Northwoods Pets, LLC, submitted a Modified Plan of Reorganization dated December 5, 2023. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $335,282. The final Plan payment is expected to be paid on November 30, 2028. This will be a 60-month plan, with the first plan month expected in December 2023. However, any time after the 36th plan month, upon completion of all payments to the administrative and priority unsecured claims, and payment of the classified claims, the Plan will be deemed complete and the Debtor will be entitled to obtain its order of discharge, subject to its continuing obligation to complete payment of all longer term secured debt obligations. This Plan of Reorganization proposes to pay creditors of the Debtor from future revenue generated by the Debtor through continued operation of the pet store. Non-priority unsecured creditors holding allowed claims will not receive distributions, based on the projected cash flow and the liquidation analysis, which do not provide for any funding to the general unsecured creditors. This Plan provides for full payment of administrative expenses and priority claims. Like in the prior iteration of the Plan, the Class 6 Nonpriority unsecured creditors shall receive $0.00 through the Plan. The Debtor will implement and fund the Plan by continuing to operate the pet store and generate income. Marshall shall remain as owner and manager, and the Debtor shall make all disbursements called for by the Plan. The Modified Plan of Reorganization added the "Financial Projections." A full-text copy of the Modified Plan dated December 5, 2023 is available at https://urlcurt.com/u?l=UNPniR from PacerMonitor.com at no charge. Attorney for the Debtor: John W. Menn, Esq. Steinhilber Swanson, LLP 107 Church Avenue Oshkosh, WI 54901 Telephone: (920) 235-6690 Facsimile: (920) 426-5530 Email: jmenn@steinhilberswanson.com About Northwoods Pets LLC Northwoods Pets, LLC, is a limited liability company operating a pet store in Rhinelander, WI. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-10800) on May 1, 2023. In the petition signed by Jennifer L. Marshall, sole member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Thomas M. Lynch oversees the case. John W. Menn, Esq., at Steinhilber Swanson LLP, is the Debtor's legal counsel. OCCIDENTAL PETROLEUM: S&P Affirms 'BB+' ICR, Outlook Stable ----------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit rating on Texas-based oil and gas exploration and production (E&P) company Occidental Petroleum Corp. (OXY) and its 'BB+' issue-level rating on its existing senior unsecured debt. S&P said, "We expect to assign our 'BB+' issue-level rating to the unsecured debt the company intends to issue to fund the acquisition. "The stable rating outlook reflects our view that, despite the leverage it will incur to complete the transaction, OXY's credit measures have sufficient cushion within the current rating, including funds from operations (FFO) debt in the mid 30% area and debt to EBITDA of about 2x. "The affirmation reflects our view that the purchase of CrownRock will modestly improve OXY's business risk profile without significantly weakening its credit measures. "Despite the $10.3 billion of debt the company will take on as part of the transaction, we believe its competitive position will benefit from the addition of CrownRock's high-quality assets. The transaction will expand OXY's scale in the Permian Basin, specifically in the Midland Basin where it currently has a smaller presence, and provide it with a multi-year inventory of locations that benefit from sub-$60 per barrel (/bbl) breakeven economics. CrownRock will also add production of about 170,000 barrels of oil equivalent per day (boe/d), which represents about 14% of OXY's third-quarter production. In addition, we estimate the transaction will add a similar percentage to the company's proved reserves. Pro forma for the acquisition, OXY will derive just over 50% of its volumes from the Permian Basin. CrownRock's production is primarily liquids (~80%) from a mixture of vertical and horizontal wells. The estimated average decline rate of the CrownRock assets is just 35%, lower than the rate for more growth-oriented peers in the basin, indicating low required reinvestment to maintain production, which will enhance OXY's cash flow resiliency during periods of low oil prices." CrownRock will likely enable OXY to achieve economies of scale in the Midland Basin. CrownRock is a well-established Permian producer that has operated in the Midland Basin since 2005. The company currently has identified 1,700 undeveloped locations on its 94,000 net acres. OXY intends to continue to run all five of CrownRock's currently active rigs and retain most of its field personnel. S&P said, "We expect OXY will be able to apply its successful drilling and completion techniques to CrownRock's high-quality reservoirs, which will likely lead to improved recoveries and efficiencies; however, the company has not assumed any cost or operating synergies in its acquisition economics. CrownRock also owns gathering and water infrastructure, including four water recycling facilities. Over the longer term, we believe CrownRock's oil fields may be candidates for enhanced oil recovery (EOR), which would provide a new platform for OXY to demonstrate its long-held expertise in this type of development." OXY has committed to $4.5 billion-$6.0 billion of non-core asset sales over the next 18 months. The company has not provided specific details about the assets it intends to sell. However, management indicated it could look to divest non-core assets in areas across its global portfolio. In our base case scenario, we conservatively assume it will execute just $2.0 billion of asset sales in 2024. Management reiterated its $15 billion principal (gross) debt target. In addition to the planned asset sales and the incremental $1 billion of free cash flow it expects to receive from CrownRock in year one, OXY intends to suspend its share repurchases and preferred redemptions until it brings gross debt to or below its $15 billion maximum debt goal. These actions will likely enable to company to repay $4.5 billion of debt over the next 12 months. Despite a debt load likely nearing $28 billion as of the close of the deal, management reaffirmed its $15 billion principal long-term gross debt target. Based on S&P's commodity price assumptions and incorporating $2 billion in asset sale proceeds and the suspension of share repurchases and preferred redemptions, it believes OXY will likely be able to achieve this goal by the end of 2026. SP said, "The stable outlook reflects our expectation that, despite the incremental debt associated with its acquisition of CrownRock, OXY's credit measures will remain commensurate with the current rating. We anticipate the company will execute a portion of its planned asset sales in 2024 and prioritize debt repayment over the next 12-18 months by suspending its share repurchase program. We forecast OXY will improve its FFO to debt to about 45% in 2025, from the high-30% area in 2024, as it repays debt and maintains a generally stable operating performance. We also forecast the company will reduce its debt to EBITDA to about 1.7x, from the low-2x area, over the same period." S&P could lower its rating on OXY over the next 12 months if its debt to EBITDA approaches 4x and its FFO to debt declines below 20% on a sustained basis. This would most likely occur if: -- Oil and gas prices retreat for a prolonged period and the company does not reduce its capital spending or shareholder rewards; or -- The company pursues a more aggressive financial policy, such as by re-prioritizing shareholder rewards over debt repayment or executing additional leveraging acquisitions. S&P said, "We believe the incremental debt associated with the CrownRock acquisition will limit the rating upside over the next 12 months. However, we could raise our rating on OXY longer-term if it repays additional debt such that its FFO to debt approaches 45% and its debt to EBITDA remains below 2x on a sustained basis, including under our midcycle oil and gas price assumptions. We would also expect management to maintain financial policies in line with those of its investment-grade peers." This would most likely occur if: -- Strong commodity pricing or higher asset sale proceeds support a faster-than-expected debt reduction; or -- The company's improved operating efficiency leads to a sustained expansion of its profitability. PENNSYLVANIA REAL: Signs Third Amendment to First Lien Credit Pact ------------------------------------------------------------------ Pennsylvania Real Estate Investment Trust, PREIT Associates, L.P. and PREIT-RUBIN, Inc., as borrowers, Wilmington Savings Fund Society, FSB, as administrative agent, and the lenders that are signatories thereto entered into that certain Third Amendment to the Amended and Restated First Lien Credit Agreement dated as of Dec. 10, 2020, the Trust disclosed in a Form 8-K filed with the Securities and Exchange Commission. Pursuant to the Amendment, the First Lien Credit Agreement now permits (i) the use of up to $15.0 million of the proceeds of the First Lien Credit Agreement's secured first lien revolving credit facility to make payments on the property level indebtedness secured by a mortgage on Cherry Hill Mall and (ii) the use of up to $15.0 million of the proceeds of the First Lien Revolving Facility to pay the fees and expenses of certain counsels and advisors to certain lenders and certain counsels and advisors to the loan parties. The Amendment also waives all mandatory prepayments under the First Lien Credit Agreement in respect of any net cash proceeds received from the sale of a parcel of land, subject to the Borrowers utilizing the net proceeds therefrom for certain prescribed uses. Any Amendment Borrowing would be subject to a payment to the lenders under the First Lien Revolving Facility equal to 1.50% of the aggregate principal amount of such borrowing, due and payable on the date of borrowing. The First Lien Credit Agreement contains certain affirmative and negative covenants and other terms that remain unchanged under the Amendment. Cherry Hill Extension Agreement On Dec. 1, 2023, PR Cherry Hill STW LLC and Cherry Hill Center, LLC, both of which are subsidiaries of the Trust, that own Cherry Hill Mall, PREIT Associates, L.P., which is the guarantor under the Notes, and New York Life Insurance Company and Teachers Insurance and Annuity Association of America, who are the lenders under the loans that are evidenced by the Notes, entered into an agreement to extend the maturity date of that certain (i) $150.0 million promissory note with New York Life Insurance Company dated Aug. 15, 2012, and (ii) $150.0 million promissory note with Teachers Insurance and Annuity Association of America dated Aug. 15, 2012. The Extension Agreement extended the maturity date of the Notes from Dec. 1, 2023 to Dec. 8, 2023. To satisfy the conditions precedent of the Extension Agreement and effectuate the extension of the maturity date of the Notes, the Cherry Hill Borrowers made all monthly payments due under the Notes and Loan Instruments (as defined in the Notes) on Dec. 1, 2023, and all other terms and conditions under the Notes and Loan Instruments must continue to be in full force and effect. On the Extended Maturity Date, Cherry Hill Borrowers must pay to Lenders the entire unpaid principal balance of the Notes, together with all interest then accrued thereon pursuant to the Notes and all other obligations then unpaid pursuant to the Loan Instruments, among other terms and conditions. About Pennsylvania Real Estate Pennsylvania Real Estate Investment Trust is a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts ("REITs") in the United States. It has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. PREIT currently owns interests in 23 retail properties, of which 22 are operating properties and one is a development property. PREIT reported a net loss of $150.57 million in 2022 following a net loss of $135.87 million in 2021. Philadelphia, Pennsylvania-based BDO USA, LLP, PREIT's auditor since 2022, issued a "going concern" qualification in its report dated March 27, 2023, citing that PREIT has two secured credit agreements maturing in December 2023 which raises substantial doubt about its ability to continue as a going concern. PRESIDIO PROPERTY: Gets 2nd 180-Day Compliance Period from Nasdaq ----------------------------------------------------------------- Presidio Property Trust, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that on December 5, 2023, Nasdaq notified the Company that its staff determined that the Company is eligible for an additional 180 calendar day period, or until June 3, 2024, to regain compliance. The Staff's determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the bid price requirement, and the Company's written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. As previously disclosed, on June 6, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company's common stock for the 30 consecutive business day period between April 21, through June 5, 2023, the Company did not meet the minimum bid price of $1 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company would be provided with a compliance period of 180 calendar days, or until December 4, 2023, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time during this second 180-day compliance period, the closing bid price of the Company's common stock is at least $1 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration date in order to timely regain compliance. If compliance cannot be demonstrated by June 3, 2024, the Staff will provide written notification that the common stock will be delisted. At that time, the Company may appeal Staff's determination to a Hearings Panel. The letter has no immediate impact on the listing of the Company's common stock, which will continue to be listed and traded on the Nasdaq Capital Market, subject to the Company's compliance with the other listing requirements of the Nasdaq Capital Market. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other listing criteria of the Nasdaq Capital Market. About Presidio Property Trust Presidio is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office, industrial, and retail properties. Presidio's model homes are leased to homebuilders located in Arizona, Illinois, Texas, Wisconsin, and Florida. Its office, industrial and retail properties are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. As of Sept. 30, 2023, the Trust had total assets of $177,933,389 and total liabilities of $109,805,848. PRIME CORE: Kado Software Says Plan Not Confirmable --------------------------------------------------- Kado Software, Inc. d/b/a Kado Money, objects to final approval of the Prime Core Technologies Inc., et al.'s disclosure statement and to confirmation of the Debtors' joint plan of reorganization. Kado is a fiat to crypto on/off ramp platform for easy onboarding to decentralized finance and self-custody of cryptocurrencies. To facilitate its operations, Kado maintained with Prime Trust LLC ("Prime Trust") a demand account for fiat and cryptocurrency, and a custody account for U.S. dollars. The funds in this custody account are not property of the estate but are held in trust for and owned by the customer. Kado has claims against Prime Trust for the account balances that are based in trust and in contract, for damages based in fraud, and for other damages caused by Prime Trust's breaches. All of these claims are classified under the Plan in Class 3B. Inadequate Information Kado asserts that the Disclosure Statement should not be approved on a final basis because it does not provide adequate information for an informed judgment as required by section 1125(a) of the Bankruptcy Code. The Debtors have failed to provide adequate information regarding, among other things, the custody account issue, how approximately $100 million of customer funds are missing when the 98f Wallet issue only accounts for about half that, the potential claims against current and former officers, directors or employees for claims relating to missing customer funds or lost cryptocurrency, or an explanation of the investigation into the 98f Wallet that has been ongoing since 2021, or the proposed postpetition financing and the intended uses of such funds. Under the circumstances, and particularly as the Debtors "have not made any determination on the critical property of the estate issue" the Disclosure Statement does not enable informed voting. Plan Not Confirmable Kado further asserts that the Plan should not be confirmed because it fails to comply with Section 1122(a) of the Bankruptcy Code by classifying custody account claims together with demand account claims in Class 3B, and without regard for whether the claims are for fiat or cryptocurrency. The Debtors are subject to claims by creditors for demand accounts, which claims are based in contract and are classified in Class 3B. In addition, the Debtors are subject to claims by creditors for custody accounts, which claims are based in trust, involve funds that are not the property of the estate, andmay include claims sounding in fraud as well as claims for equitable relief. The custody account claims rely on substantially different factual bases and legal theories than demand account claims, and the recoveries on custody account claims may be different amounts and from different sources such as insurance or responsible persons. Accordingly, custody account claims are not substantially similar to and should be separately classified from demand account claims. The Plan, according to Kado, also fails to comply with Section 1123(a)(4) of the Bankruptcy Code because creditors in Class 3B do not receive the same treatment. Class 3B includes creditors subject to Released Preference Claims as well as creditors who are not subject to Released Preference Claims or who are subject to Exempted Preference Claims (as such terms are defined in the Plan Supplement filed on December 4, 2023). This is a material difference – given the total lack of visibility under the Plan on the timing or amounts of distributions on claims, for many creditors the only concrete benefit of the Plan is in avoiding the costs and delays of potential future preference litigation. In other words, creditors within Class 3B do not all receive the same treatment under the Plan. Kado submits that this classification scheme is gerrymandering. Moreover, Kado asserts that the Plan cannot be confirmed because it fails the best interests test of section 1129(a)(7) of the Bankruptcy Code. As described below, the Debtors' updated liquidation statement [Dkt. 497-1] (the "Liquidation Analysis") relies on questionable assumptions and speculation to manufacture a $4.7 million benefit for creditors under the Plan as compared to chapter 7. This does not meet the Debtors' burden to establish that Kado and other impaired creditors will not receive less under the Plan than in a chapter 7 liquidation. Liquidation Analysis According to Kato, the Liquidation Analysis assumes that the 98f Wallet cryptocurrency will be recovered and that this would entail the largest possible fee for a chapter 7 trustee ($1,505,250 using the Liquidation Analysis' value of the wallet). However, the Debtors have been attempting to recover the 98f Wallet since 2021. Kado submits that the most likely outcome, by far, remains that the 98f Wallet cryptocurrency will not be recovered. The additional cost of this recovery in chapter 7 of $1,505,000 is not likely to ever be incurred. More broadly, the Liquidation Analysis assumes the allowance and payment of all accrued professional fees in full even in a chapter 7 liquidation. However, those fees remain subject to objection and have yet to be allowed on a final basis. Because these cases have delivered no benefit for creditors despite exorbitant cost, and because pre-conversion professional fees would not be immediately paid in a chapter 7 liquidation, Kado submits that the total allowed amount of such fees can be expected to be materially lower in a chapter 7 liquidation as compared to the Plan, whether such reductions are imposed by the Court or taken voluntarily by the claimants. Using the Debtors' estimate of $9.2 million for professional fees through a liquidation date, even a 10% reduction in such fees would deliver a $920,000 improvement for unsecured creditors in a chapter 7 scenario. * The Liquidation Analysis assumes that the proposed DIP is repaid "within a year . . . and therefore no interest accrues under the DIP . . ." Liquidation Analysis at 9. However, the post-confirmation estate may not be capable of repaying the DIP in full within a year, in which case the chapter 11 estate will incur interest charges of $750,000 each year (7.5%). The Liquidation Analysis fails to account for any such expense, which would not be incurred by the chapter 7 trustee. The Liquidation Analysis also neglects to account for the chapter 11 quarterly fees that will remain payable to the United States Trustee under the Plan scenario. Under the Debtors' projection of $96.1 million available for disbursements, such fees could be $750,000. The Liquidation Analysis also assumes that a chapter 7 trustee would obtain the same avoidance action recoveries as under the Plan, despite the Plan's release of most preference claims. Moreover, the Debtors' proposed DIP financing includes waiver of a $30 million preference claim against the DIP lender, which claim would remain available for the benefit of creditors in a chapter 7 liquidation. Similarly, the lack of releases or exculpations in chapter 7, as compared to chapter 11, may also facilitate improved recoveries in chapter 7. Accordingly, the Liquidation Analysis projection of equal preference recoveries in chapter 11 and in chapter 7 is implausible. Notably, the Debtors' original liquidation analysis included $40 million of preference recoveries in a chapter 7 scenario, and the Debtors should be held to this estimate. However, even a 10% increase in projected recoveries would be an additional $1.2 million of recoveries in favor of a chapter 7 scenario. Kado further objects on due process grounds to approval of the Disclosure Statement and confirmation of the Plan on the timing here. After the initial Plan and Disclosure Statement were filed on September 8, 2023, the Debtors filed a plan supplement more than two months later, at the deadline of November 28, with material amendments to the Plan, including disclosure of the new postpetition financing (without associated documentation). Despite the Court-ordered deadline and the Plan requirement for the Plan Supplement to be filed "no later than 7 days before" the voting deadline (with neither contemplating updates to the disclosure The Debtors gave notice to Kado of such changes in the morning of December 5, the nominal due date for creditor objections. This fails to provide Kado, or other creditors, with reasonable notice and an opportunity to object. In addition, although the Debtors failed to file all Plan documents by their deadline of November 28, counsel for the Debtors refused to consent to Kado's request of an objection deadline extension. Counsel for Kado Software, Inc. d/b/a Kado Money: Michael Van Gorder, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC 1201 North Orange St., Suite 300 Wilmington, DE 19801 Tel: (302) 425-5800 E-mail: mvangorder@gsbblaw.com - and - David S. Forsh, Esq. RAINES FELDMAN LITTRELL LLP 1350 Avenue of the Americas, 22nd Fl. New York, NY 10019 Tel: (917) 790-7100 E-mail: dforsh@raineslaw.com About Prime Core Prime Core Technologies, Inc., and three of its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 23-11161) on Aug. 16, 2023. The petitions were signed by Jor Law as interim chief executive officer. The Hon. J. Kate Stickle presides over the Debtors' cases. The Debtors listed $50 million to $100 million in estimated assets and $100 million to $500 million estimated liabilities. McDermott Will & Emery LLP serves as counsel to the Debtors. The Debtors' financial advisor is M3 Advisory Partners, LP; the investment banker is Galaxy Digital Partners LLC; and the claims and noticing agent is Stretto. The U.S. Trustee for Region 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Brown Rudnick, LLP and Womble Bond Dickinson (US), LLP as legal counsels and Province, LLC as financial advisor. PROTERRA INC: Seeks to Tap Slaughter and May as Corporate Counsel ----------------------------------------------------------------- Proterra Inc. and Proterra Operating Company, Inc. seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Slaughter and May as special corporate counsel. The Debtors require a corporate counsel to: (a) give advice on aspects of English contract and insolvency law as it relates to the Debtors' agreements; (b) advise from an English law perspective on the Debtors' strategic options in relation to Volta in the context of the Administration and the inter-relationship with the Debtors' Chapter 11 cases; (c) liaise with the Joint Administrators and Linklaters; (d) liaise with the Debtors, their other advisers, and counsel to Volta's freight forwarder with a view to provide the Debtors with legal advice on live operational issues; and (e) provide English law advice in connection with the Chapter 11 cases. The hourly rates of the firm's counsel and staff are as follows: Partner GBP1,545 Senior counsel GBP1,485 Associate (8+ PQE) GBP1,445 Associate (7 - 8 PQE) GBP1,420 Associate (6 - 7 PQE) GBP1,350 Associate (5 – 6 PQE) GBP1,285 Associate (4 - 5 PQE) GBP1,150 Associate (3 - 4 PQE) GBP990 Associate (2 - 3 PQE) GBP885 Associate (1 - 2 PQE) GBP760 Associate (0 - 1 PQE) GBP615 Second year trainee solicitor GBP445 In addition, the firm will seek reimbursement for expenses incurred. Ian Johnson, Esq., a partner at Slaughter and May, also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did Slaughter and May agree to any variations from, or alternatives to, its standard billing arrangements for this engagement? Answer: No. The hourly rates and corresponding rate structure Slaughter and May will use are consistent with the rates which Slaughter and May use for internal budgeting purposes and comparable to the hourly rates and the corresponding rate structure that similar firms have used for other corporate and financing matters of a similar nature, size, and complexity. Question: Do any of Slaughter and May's professionals in this engagement vary their rate based on the geographical location of the bankruptcy case? Answer: No. The hourly rates used by Slaughter and May in representing the Debtors are consistent with the rates that Slaughter and May charges regardless of the location of the Chapter 11 case. Question: If Slaughter and May has represented the Debtors in the 12 months prepetition, disclose its billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If its billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: N/A Mr. Johnson disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ian Johnson, Esq. Slaughter and May One Bunhill Row London EC1Y 8YY Telephone: +44 (0)20 7600 1200 Facsimile: +44 (0)20 7090 5000 Email: ian.johnson@slaughterandmay.com About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. Proterra Inc. and Proterra Operating Company, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. In the petition filed by Gareth T. Joyce, 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 cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company, LLC, as investment banker; and Slaughter and May as special corporate counsel. Kurtzman Carson Consultants LLC is the claims agent. PVP KREWSTOWN: Unsecureds Estimated to be Paid in Full in Plan -------------------------------------------------------------- PVP Krewstown, LLC, submitted a Chapter 11 Plan and a Disclosure Statement. Post-Confirmation, the Debtor will operate with management capabilities with all rights attendant thereto, and all of Debtor's assets shall vest back in the Debtor post-Confirmation. The Debtor, anticipating recovery of its real estate assets through its Fraudulent Transfer Adversary Proceeding, must ensure all capital expenditures and deferred maintenance are addressed, and must attend to the taxes and operational needs of the Properties. The Debtor will also pursue all causes of action and available assets to fund the Plan, and it will apply such recoveries to payment of Allowed Claims and operating expenses. To the extent the Debtor is successful in recovering the Properties or Interests therein through the Causes of Action, it will sell or refinance some (or all) of the Properties and use the proceeds to fund Allowed Claims under the Plan. Debtor shall have eight (8) months following the entry of later of a Final Order transferring the Properties to the Debtor or otherwise resolving all Causes of Action, or a Final Order granting all Allowed Claims to Class 2 to 7 Creditors to effectuate the sale or refinance of one or more Properties for purposes of paying respective Class 2 – 7 Allowed Claims (the "Allowed Secured Claim Payment Date"). Class 2 through Class 7 shall be paid on or before the Allowed Secured Claim Payment Date. If a sale or refinancing of one or more of the Properties is completed before there is a Final Order allowing or disallowing a Class 2 – Class 7 Claim, then funds for such Disputed Claim shall be reserved, at closing of such sale or refinancing, from the sale or refinancing for such Disputed Claim. Notwithstanding the foregoing, by referring to "Loan" or "Debt" or "Secured Notes" or similar phrases, the Debtor is not intending herein to waive any arguments that any Loan or Debt has been paid in whole or in part, and to what extent such alleged Loan remains a valid obligation of the Debtor, whether or not a Proof of Claim has been filed. If and to the extent that any of the alleged Loans were not repaid, the outstanding principal amount of such Loan is unknown to the Debtor at this time because the Debtor is not aware of the extent Rents received by the ICA Lenders may have been applied to the payment of such Loans. The Debtor's primary assets include its Causes of Action, including but not limited to claims for recovery of the Properties and Rents. Unsecured claims will be treated as follows: CLASS 8: Allowed General Unsecured Claims (excluding FSL and ICA Acquirer Claimants). Holders of Allowed Class 8 Claims will receive, on account of their Allowed Class 8 Claims, as soon as practicable following their Allowance, to the extent Plan Proceeds are available, their pro rata share of the remainder of Plan Proceeds following payment of all Allowed Class 1 – Class 7 Claims on or before the 60th full month following the Effective Date. To the extent Plan Proceeds from these recoveries are not sufficient such that the Causes of Action have not recovered $2,000,000 or more on or prior to the 60th month of the Plan, the Affiliate Plan Sponsor will contribute the Affiliate Plan Sponsor Contribution up to $2,000,000 to pay Allowed Class 8 Claims and the Affiliate Plan Sponsor will subrogate to the right of the Allowed Class 8 Claims so paid. Debtor estimates that Class 8 Allowed General Unsecured Claims will be paid in full. Class 8 is impaired and entitled to vote. CLASS 9: Allowed Unsecured Claim of ICA Acquirers. To the extent not subordinated, an Allowed Class 9 Claim, if any, will receive, on account of its Claim, as soon as practicable following Allowance, to the extent Plan Proceeds are available, their pro rata share of the remainder of Plan Proceeds following payment of all Allowed Class 1 – Class 8 Claims, on or before the 60th full month following the Effective Date. To the extent Plan Proceeds from these recoveries are not sufficient such that the Causes of Action have not recovered $2,000,000 or more on or prior to the 60th month of the Plan, the Affiliate Plan Sponsor will contribute the Affiliate Plan Sponsor Contribution up to $2,000,000 to pay Allowed Class 9 Claims and the Affiliate Plan Sponsor will subrogate to the right of the Allowed Class 9 Claims so paid.The Debtor estimates that Class 9 Allowed General Unsecured Claims will be paid in full. Class 9 Claimants are the defendants to the Debtor's Fraudulent Transfer Claims, with exposure of being ordered to return the Properties (or their values) to the Debtor, which are worth at least $12 million dollars. The Debtor reserves all claim objections against Class 9, including pursuant to s 502(d), and setoff rights as to Class 9. To the extent such claims are Allowed, and not subject to setoff, Debtor estimate Class 9 will be paid in full. Class 9 is impaired and entitled to vote. Counsel for Debtor: Thomas M. Messana, Esq. Scott A. Underwood, Esq. Megan W. Murray, Esq. UNDERWOOD MURRAY, P.A. 100 N. Tampa St., Suite 2325 Tampa, FL 33602 Tel: (813) 540-8401 Fax: (813) 553-5345 E-mail: tmessana@underwoodmurray.com sunderwood@underwoodmurray.com mmurray@underwoodmurray.com A copy of the Disclosure Statement dated December 2, 2023, is available at https://tinyurl.ph/uKVRI from PacerMonitor.com. About PVP Krewstown PVP Krewstown, LLC filed voluntary Chapter 11 petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 23-16198) on Aug. 4, 2023, with $10 million to $50 million in both assets and liabilities. Richard Sabella, manager, signed the petition. Judge Mindy A. Mora oversees the case. Thomas M. Messana, Esq., at Underwood Murray, PA, serves as the Debtor's bankruptcy counsel. REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility ----------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 13th report regarding the quality of patient care provided at The Landings of Columbus, which is operated by RHCSC Columbus AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Landings of Columbus in Georgia. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the facility on October 30. The ombudsman representative did not receive any complaints from residents during this visit. Residents expressed no concerns addressing issues or problems with facility staff or management. They stated that staff respond when called and address their requests and preferences. Residents appeared comfortable engaging with staff. The ombudsman representative received no concerns about food supplies and medications. The menu was not posted. Residents did not know what was scheduled for the next meal but they expressed no concerns about it. The ombudsman representative advised a couple who had recently moved in that they could request an alternate meal if they did not want the main dish offered. The patient care ombudsman is not aware of any significant change in facility conditions or decline in resident care for this personal care home since the last visit. A copy of the 13th ombudsman report is available for free at https://urlcurt.com/u?l=wm9DXJ from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Gainesville ----------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 13th report regarding the quality of patient care provided at The Landings of Gainesville, which is operated by RHCSC Gainesville AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Landings of Gainesville in Georgia. In her 13th ombudsman report, Ms. McNeil noted no decline in resident care at The Landings of Gainesville since the last visit. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the facility on November 15. The ombudsman representative visited with eight residents, one family member, the person in charge, dietary staff, and direct care staff. Residents reported they are satisfied with the care. The staff remains stable with very low turnover. The ombudsman representative observed lunch which smelled appetizing, and residents said they enjoyed it. The ombudsman representative observed that the home was beautifully decorated for Thanksgiving. The facility was very clean inside. The outside landscaping had improved. The ombudsman representative did not receive any complaints. The quality of care appeared to be good. The ombudsman representative did not note any decline in resident care since the last visit. A copy of the 13th ombudsman report is available for free at https://urlcurt.com/u?l=bbOuNf from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome --------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 13th report regarding the quality of patient care provided at The Gardens of Rome, which is operated by RHCSC Rome AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Gardens of Rome in Georgia. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited The Gardens of Rome facility on November 17. The ombudsman representative did not receive any complaints on this visit. The ombudsman representative reported that residents were very pleased with the care they receive. Residents reported they feel comfortable addressing their concerns with management. Residents were clean and well groomed. Staff interacted well with the residents. Several rooms in the Memory Care Unit have been remodeled and are now finished. The facility appeared to have adequate food and supplies. Medications were properly locked in a closet. The patient care ombudsman is not aware of any significant change in facility conditions or decline in resident care for this personal care home since the last visit. A copy of the 13th ombudsman report is available for free at https://urlcurt.com/u?l=1sCAA2 from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas ------------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 13th report regarding the quality of patient care provided at The Landings of Douglas, which is operated by RHCSC Douglas AL Holdings, LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Landings of Douglas in Georgia. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited The Landings of Douglas facility on November 7. The ombudsman representative noted that the director was very responsive. The ombudsman representative observed staff were busy throughout the facility. Residents looked clean and neat. The facility was clean, in good repair and nicely furnished. Supplies appeared adequate. The patient care ombudsman reports no decline in resident care since the last visit. A copy of the 13th ombudsman report is available for free at https://urlcurt.com/u?l=vbJJV5 from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Savannah -------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 13th report regarding the quality of patient care provided at The Gardens of Savannah, which is operated by RHCSC Savannah AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Gardens of Savannah in Georgia. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the Gardens of Savannah on October 30. Residents were happy with the care and caregivers; facility appeared clean; and med cart was staffed, according to the ombudsman representative. The patient care ombudsman is not aware of any significant change in facility conditions or decline in resident care for this personal care home since the last visit. A copy of the 13th ombudsman report is available for free at https://urlcurt.com/u?l=gC9nJ2 from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327(O) 404-416-0211 (Cell) Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Social Circle ------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 13th report regarding the quality of patient care provided at The Gardens of Social Circle, which is operated by RHCSC Social Circle AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Gardens of Social Circle. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the facility on October 30. The ombudsman representative did not receive any complaints. The ombudsman representative met with seven residents in Building I. The residents had no concerns. The building and resident rooms were neat and clean. The building appeared to have adequate food and supplies. Meanwhile, Building II and III are closed. The patient care ombudsman reported no decline in resident care since the last visit. A copy of the 13th ombudsman report is available for free at https://urlcurt.com/u?l=9csMgJ from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. RENALYTIX PLC: Dr. Chirag Parikh Quits From Board ------------------------------------------------- Renalytix plc disclosed in a Form 8-K filed with the Securities and Exchange Commission that Dr. Chirag Parikh resigned from the board of directors of the Company, which resignation was effective immediately. As a result of his resignation, Dr. Parikh will not stand for re-appointment as a director at the Company's annual general meeting to be held on Dec. 15, 2023, notwithstanding being listed as a director nominee in the Company's proxy statement and notice of AGM included therein. Dr. Parikh's resignation was not the result of any disagreement with the Company or the Board. As the Company's AGM Notice has already been issued, the Company confirms that the resolution to re-appoint Dr. Parikh as a director of the Company (resolution number 4) is now withdrawn. The withdrawal of resolution number 4 does not otherwise affect the validity of the AGM Notice, the proxy form, the voting instructions card issued by Citibank, N.A. or any proxy votes already submitted or voting instructions already provided to the Depositary on other resolutions. About Renalytix Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ: RNLX) -- www.renalytix.com -- has engineered a new solution that enables early-stage chronic kidney disease progression risk assessment. The Company's lead product, KidneyIntelX, has been granted Breakthrough Designation by the U.S. Food and Drug Administration and is designed to help make significant improvements in kidney disease prognosis, transplant management, clinical care, patient stratification for drug clinical trials, and drug target discovery. Renalytix reported a net loss of $45.61 million for the 12 months ended June 30, 2023, compared to a net loss of $45.28 million for the 12 months ended June 30, 2022. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations, expects to incur additional losses and require substantial additional capital to fund its operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. REPMGMT INC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: RepMGMT Inc. Chartered 325 Morse Street, N.E. Unit No. 621 Washington DC 20002 Chapter 11 Petition Date: December 12, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00375 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: Robert Lannan, Esq. LANNAN LEGAL PLLC 1717 K Street, N.W. Suite 900 Washington DC 20006 Tel: 202-595-4606 E-mail: robert.lannan@lannanlegal.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Bradley Bauman as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CEVNJII/RepMGMT_Inc_Chartered__dcbke-23-00375__0001.0.pdf?mcid=tGE4TAMA RGP INC: Court OKs Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, authorized R.G.P., Inc. to use cash collateral on an interim basis, in accordance with the budget. Specifically, RGP is authorized to use up to $513,403 through the Final Hearing and if the Interim Order becomes a Final Order then RGP is authorized to use up to $1,211,409 through March 8, 2024 in cash collateral pursuant to the Budget. The Debtor requires the use of cash collateral for the post-petition maintenance and preservation of its assets, for the post-petition operation of its business, and for payment of post-petition expenses. Oxford Bank is the sole creditor with claims in RGP's pre-petition cash collateral. Wells Fargo Bank, N.A., Verdant Commercial Capital, LLC, UniFi Equipment Finance, Inc., and Xerox Financial Services, LLC hold security interests in specific pieces of RGP's equipment in connection with equipment financing agreements and/or lease agreements. In addition to its existing security interests and liens, Oxford is granted a continuing replacement security interest and lien in the post-petition assets of RGP. RGP will make monthly payments to Oxford in connection with Oxford Loan I in the ordinary course pursuant to the terms of the Oxford Loan Documents until a plan of reorganization has been confirmed or this case has been dismissed or converted to a proceeding under chapter 7 of the Bankruptcy Code. RGP will make payments to Oxford in connection with Oxford Loan II as follows: (i) $20,000 plus interest on or before December 8, 2023; (ii) $100,000 plus interest on or before January 19, 2024; and, (iii) $20,000 plus interest on or before February 15, 2024, and continuing on the 15th day of each consecutive month thereafter until a plan of reorganization has been confirmed or the case has been dismissed or converted to a proceeding under Chapter 7 of the Bankruptcy Code or until such time as Oxford Loan II is paid in full; provided, however, that the Oxford Loan II will be paid in full no later than the last business day of the second full month after confirmation. RGP will also continue to make monthly payments to Wells Fargo Bank, Verdant Commercial, UniFi Equipment, and Xerox Financial. These events constitute an "Event of Default": a. RGP violates or fails to timely satisfy, post-petition, any nonpayment term or condition of this Consent Order. b. RGP's Chapter 11 proceedings are converted to a Chapter 7 proceeding or dismissed. c. RGP's business operations materially change. d. Insurance as required hereunder is deemed inadequate, is allowed to lapse by RGP, or is otherwise terminated. e. RGP'S net income for any month is 15% or less than that which was projected for that month in the Budget. and f. RGP's expenses for any month are 15% or more above that which was projected for that month in the Budget. A final hearing on the matter is set for January 4, 2024 at 12 p.m. A copy of the order is available at https://urlcurt.com/u?l=lxmxrt from PacerMonitor.com. About RGP, Inc. RGP, Inc. is an ISO 9001:2008-registered company specializing in contract inspection, customer representation and launch support with a primary focus on the automotive industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-50578) on December 1, 2023. In the petition signed by Bradley Williams, president, the Debtor disclosed $2,092,222 in assets and $5,116,368 in liabilities. Judge Maria L Oxholm oversees the case. Lynn M. Brimer, Esq., at Strobl PLLC, represents the Debtor as legal counsel. RITE AID: To Close Additional 7 Stores in California ---------------------------------------------------- Angela Rodriguez of The Sacramento Bee reports that more California Rite Aid locations have been added to the company's closure list as part of its Chapter 11 bankruptcy process. In October 2023, the company confirmed it would be closing more than 150 "underperforming" stores. Rite Aid has added seven more stores to its closure list since October, according to court documents. These store closures include five in the Sacramento region, two in the Tahoe area, one in Southern California and one in the Northern California foothills. Here's where the company expects to close locations across California: RITE AID LOCATIONS CLOSING IN CALIFORNIA These California Rite Aid locations are expected to close: * 4044 Eagle Rock Blvd., Los Angeles * 4046 S Centinela Ave., Los Angeles * 7859 Firestone Blvd., Downey * 4402 Atlantic Ave., Long Beach * 935 N Hollywood Way, Burbank * 139 N Grand Ave., Covina * 13905 Amar Road, La Puente *920 E Valley Blvd., Alhambra * 3813 Plaza Drive, Oceanside * 1670 Main St., Ramona * 6505 Mission Gorge Road, San Diego * 8985 Mira Mesa Blvd., San Diego * 25906 Newport Road, Menifee * 24829 Del Prado Ave., Dana Point * 30222 Crown Valley Pkwy., Laguna Niguel * 19701 Yorba Linda Blvd., Yorba Linda * 1406 W Edinger Ave., Santa Ana * 2738 E Thompson Blvd., Ventura * 720 N Ventura Road, Oxnard * 20572 Homestead Road, Cupertino * 2620 El Camino Real, Santa Clara * 901 Soquel Ave., Santa Cruz * 571 Bellevue Road, Atwater * 5409 Sunrise Blvd., Citrus Heights * 1309 Fulton Ave., Sacramento * 3029 Harbor Blvd., Costa Mesa * 959 Crenshaw Blvd., Los Angeles * 3000 S Archibald Ave., Ontario * 15800 Imperial Hwy, La Mirada * 8509 Irvine Center Drive, Irvine * 499 Alvarado St., Monterey New additions to the list: * 4004 Foothills Blvd., Roseville * 10570 Twin Cities Rd., Galt * 1020 Al Tahoe Boulevard, South Lake Tahoe * 11230 Donner Pass Road, Truckee * 4980 Freeport Boulevard, Sacramento * 49060 Road 426, Oakhurst * 5560 E Santa Ana Canyon Rd, Anaheim The timeline of the store closures is still unclear and is subject to change, according to court documents. About Rite Aid Corp. Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment /banker, Alvarez & Marsal North America, LLC, as financial, tax and restructuring advisor, and Kroll Restructuring Administration as claims and noticing agent. ROBBIN'S NEST: Unsecured to Get $60K Over 60 Months in Installments ------------------------------------------------------------------- Robbin's Nest for Children, LLC, submitted a Fourth Amended Disclosure Statement under 11 U.S.C. Sec. 1125 in support of Debtor's Plan of Reorganization. On the Effective Date, all property of the Debtor's bankruptcy estate will vest in the Debtor, as the Reorganized Debtor, free and clear of all liens, claims and encumbrances, except as may be provided by the Plan. The Reorganized Debtor will thereupon be authorized to conduct the liquidation of its assets as set forth herein and to pay all Creditors the full amounts of their Allowed Claims. The Plan does not propose to modify or supplant any federal or state laws or regulations that may be applicable to the Reorganized Debtor. Under the Plan Class 4 consists of General Unsecured Claims. There are no unencumbered assets for these claims to attach. The Debtor will pay these general unsecured claims $60,000 on a pro rata basis over 60 months in equal monthly installments of $1,000 with the first monthly payments being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. The liquidation analysis reflects that these general unsecured creditors would receive 5.87% of $413,054.41 in a chapter 7 bankruptcy case. In this chapter 11 case they will be receiving $60,000 which meets the "best interest of the creditors test." This class is impaired. From and after the date the confirmation order becomes final, the Reorganized Debtor is authorized to continue normal business operations and enter into such transactions as it deems advisable, free of any restriction or limitation imposed under any provision of the Bankruptcy Code, except to the extent otherwise provided in the Plan. Attorney for Debtor: Margaret M. McClure, Esq. 25420 Kuykendahl, Suite B300-1043 The Woodlands, TX 77375 Tel: (713) 659-1333 Fax: (713) 658-0334 E-mail: Margaret@mmmcclurelaw.com A copy of the Disclosure Statement dated December 6, 2023, is available at https://tinyurl.ph/jCwBz from PacerMonitor.com. About Robbin's Nest for Children Robbin's Nest for Children, LLC, was established in 2017 by Robbin Kemp, which did well in housing youths while giving them the servicesthat were needed to create normalcy. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 23-30735) on March 3, 2023, with as much as $1 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Margaret M. McClure, Esq., as legal counsel and Karyn Andersen of Total Sum, LLC as bookkeeper. ROMAN CATHOLIC: Unsecureds Owed $50K to Get Paid in 2 Installments ------------------------------------------------------------------ The Roman Catholic Diocese of Syracuse, New York, submitted a Disclosure Statement in support of Joint Chapter 11 Plan of Reorganization, dated Dec. 6, 2023. On June 19, 2020, the Diocese filed a voluntary chapter 11 petition with the United States Bankruptcy Court for the Northern District of New York (Syracuse Division. Since the Petition Date, the Diocese has remained in possession of its assets and has continued to own, operate, and manage its affairs pending the approval of a plan of reorganization in accordance with the provisions of Title 11 of the United States Code (as amended, the "Bankruptcy Code"). On July 9, 2020, the United States Trustee appointed the Official Committee of Unsecured Creditors (the "Committee") in the Diocese's Chapter 11 Case. The Committee is comprised of individuals who assert claims of sexual abuse against the Diocese. The Committee supports approval and confirmation of the Plan and is a Plan Proponent and a signatory to the Plan. The Plan sets forth, among other things, the proposed treatment of Claims and other interests in accordance with the Bankruptcy Code. This Disclosure Statement is intended to explain the Plan and provide such information to Creditors as may be deemed material, important, and necessary so that they may make reasonably informed decisions in exercising their right to vote for acceptance of the Plan. A copy of the plan is included with this Disclosure Statement. If the Plan and this Disclosure Statement are not consistent, the terms of the Plan control. Capitalized terms used in this Disclosure Statement but not otherwise defined shall have the meanings ascribed to them in the Plan. The Plan provides for the financial restructuring of the Diocese and the settlement of all, or substantially all, Claims against the Diocese, including, without limitation, the settlement of all Abuse Claims against the Diocese and the Participating Parties. The Plan (i) provides for payment in full of all Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, and U.S. Trustee Fee Claims, (ii) modifies the rights of holders of certain Allowed Secured Claims in accordance with section 1123(b)(5) of the Bankruptcy Code, (iii) leaves unimpaired any Pass-Through Claims, (iv) provides deferred payments equal to the full Allowed amount of any GeneralUnsecured Claims, and (v) establishes the Abuse Claims Settlement Fund to be held by the Trust to compensate holders of Abuse Claims. Inbound Contribution Claims are disallowed and extinguished pursuant to the Plan. The Plan's treatment of Abuse Claims represents the culmination of more than 3 years of negotiation between the Diocese and the Committee and has been approved by the Committee in consultation with attorneys representing Committee members who collectively represent approximately 45% of all Abuse Claimants who have asserted Abuse Claims against the Diocese ("State Court Counsel"). The Plan provides that funding for the Trust and the Abuse Claims Settlement Fund will be provided from, among other potential sources of recovery, a monetary contribution by the Diocese and other Participating Parties in the aggregate amount of up to $100,000,000, which may include up to $15 million to be evidenced by the DOS Trust Note (the "Catholic Family Contribution"). The Plan also provides for the assignment of certain Insurance Claims to the Trust. To the extent the Diocese and the Committee can reach agreement on an Insurance Settlement Agreement or other terms of settlement with respect to Insurance Claims against Non- Settling Insurers prior to confirmation of the Plan, the Plan provides that such Non-Settling Insurers may become Settling Insurers and for settlement proceeds resulting therefrom to be used to further supplement the Abuse Claims Settlement Fund. To the extent no settlement is achieved, the Plan provides for the assignment of all Insurance Claims held by the Diocese or other Participating Parties to the Trust, and establishes a framework for post-confirmation litigation of Insurance Claims and other Litigation Claims seeking recovery from Non-Settling Insurers. The Committee, in consultation with State Court Counsel representing approximately 45% of all Abuse Claimants who have asserted Abuse Claims against the Diocese, has acknowledged and accepted the risk inherent in pursuing post-confirmation recovery from Non-Settling Insurers in the absence of a settlement. The Committee believes that assignment of the Insurance Claims represents an opportunity to maximize the potential recovery for Abuse Claimants. Survivors of Abuse are the focal point of the Plan. The tragedy of the Abuse that was inflicted in the past by certain priests or others purporting to do the missionary work of the Roman Catholic Church is impossible to overstate. Instead of fulfilling this mission, such perpetrators inflicted harm and suffering. The Abuse is inexcusable. It not only deeply impacted the survivors, but it also affected the faithful and the community that the Diocese serves. Prior to the enactment of the New York Child Victims Act (A.2683/S.2440) (the "CVA") and the Adult Survivors Act (A.648/S.66) (the "ASA"), the Diocese took steps to provide support and compensation to survivors of Abuse, including providing counselling, therapy, agreed compensation and other support to those survivors. Following the enactment of the CVA, individuals alleging Abuse Claims began to file lawsuits against the Diocese. The Diocese has limited insurance and other resources available to compensate Abuse Claimants. A filing for bankruptcy relief was the only viable means to preserve and fairly distribute the Diocese's limited resources among the numerous Abuse Claimants. In order to compensate the Abuse Claimants, the Diocese and certain primary stakeholders, including the Committee and the Committee Members who are represented by State Court Counsel that collectively represent over 45% of Abuse Claimants in this Chapter 11 Case have engaged in discussions that have resulted in the formulation of the Plan. The Plan establishes a Trust funded by: (i) the Catholic Family Contribution; and (ii) the assignment to the Trust of certain Insurance Claims against Non-Settling Insurers (the foregoing are, collectively, the "Trust Assets"). The Trustee will liquidate the Trust Assets and distribute the proceeds to the Abuse Claimants, pursuant to the procedures contained in the Allocation Protocol. The contribution by each of the foregoing was reached as the result of extensive negotiations regarding, among other things, the extent of liability faced by each entity, the ability of each entity to pay, and insurance coverage available for the types of Claims being satisfied by the trust. In exchange for the contributions to the Trust, (a) the Diocese and Reorganized Diocese, (b) the Parishes, (c) the Schools, (d) Other Catholic Organizations, (e) the Settling Insurers, and (f) each of the foregoing Persons' respective Related Persons shall be deemed "Protected Parties" entitled to the benefit of certain releases, exculpation, and inductions, all as more specifically set forth in this Disclosure Statement and the Plan. Similarly, in exchange for their contributions to the Trust, Non-Settling Insurers that become Settling Insurers prior to the Effective Date, if any, will likewise be entitled to the benefit of certain releases, exculpation, and injunctions, all as more specifically set forth in this Disclosure Statement and the Plan. The Plan further provides that the holders of Allowed Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, Secured Claims, Pass-Through Claims, and General Unsecured Claims will be paid in full as set forth herein, that all Abuse Claims will be channeled to the Trust, that the Diocese will be able to restructure its financial affairs, and that the Reorganized Diocese will be able to continue the mission and ministry of the Church. The Reorganized Diocese will also continue its mission to serve the Central New York community, including through its work with the elderly, poor, incarcerated and vulnerable populations, and to address the spiritual needs of those who were harmed and the Catholic community as a whole. As of June 30, 2023, the Diocese had approximately $26.7 million in cash and cash equivalents, approximately $4.6 million of which was not subject to donor restrictions. The Diocese currently owns real property as follows: a. the Convent property and parking lot at 414-422 Montgomery Street, Syracuse, New York; b. the School property and parking lots at 424-26 Montgomery Street, Syracuse, New York; c. the Spanish Apostolate property and land at 170 Seymour Street, Syracuse, New York; d. the SUNY Binghamton Newman Center at 400 Murray Hill Road, Vestal, New York; and e. the Chancery properties, garage, parking lots and land located at 240, 245- 51, 262 and 272 and East Onondaga Street, Syracuse, New York. The Diocese currently owns personal property (accounts receivable, prepaid expenses including insurance, workers' compensation, furniture, and fixtures), with a scheduled value of $3,264,933 as of the Petition Date. The Diocese maintains several accounts with the Syracuse Diocesan Investment Fund, Inc. ("SDIF"), a not-for-profit corporation formed in 2010 to enable the Diocese, along with parishes, cemeteries, and various other separately incorporated Catholic entities, to pool their investments to achieve collective benefits. SDIF is maintained in conformity with Canon Law and the New York State Prudent Management of Institutional Funds Act. SDIF's affairs are governed by its Certificate of Incorporation and By-laws. The Diocese maintains SDIF is a separate and distinct legal entity from the Diocese, and that the debts and liabilities of SDIF lie solely with SDIF and are not guaranteed or payable by the Roman Catholic Church, the Diocese or any other person or entity. Similarly, the Diocese maintains that the debts and liabilities of the Roman Catholic Church and the Diocese are solely their own and are not guaranteed or payable by SDIF. As of the Petition Date, SDIF had approximately $45.6 million in total assets under management, of which approximately $2,257,000 represent Diocesan funds. All of the Diocese's investments in SDIF are comprised of special purpose funds which are dedicated to supporting Catholic schools within the territory of the Diocese. The Diocese maintains accounts at KeyBank and at NBT Bank for the purpose of collateralizing certain financial accommodations extended to the Diocese by these banks. With respect to KeyBank, the Diocese is indebted to KeyBank pursuant to a promissory note and loan agreement which made available to the Diocese a $7,300,000 revolving loan consisting of a $2,000,000 working capital line of credit (the "Line of Credit") and a $5,300,000 letter of credit (the "WCB LOC"). The Diocese is self-insured for workers compensation claims, and, like most self-insured organizations, the New York State Worker's Compensation Board (the "WCB") has required that the Diocese post security to cover potential workers compensation liabilities. The WCB LOC is issued by KeyBank to the WCB to secure the Diocese's obligations under its self-insured worker's compensation program. The Diocese's repayment obligations under the Line of Credit and WCB LOC are collateralized by two blocked investment accounts held at KeyBank, which, as of the Petition Date, had an aggregate value of approximately $7.6 million. The Diocese also collateralizes approximately $6.5 million in term loans extended by NBT Bank (the "NBT Term Loans") with the following blocked investment account at NBT Bank, which as of the Petition Date had a value of approximately $9.8 million. The Diocese also maintains reserves related to its insurance programs in the following investment accounts held and managed by Morgan Stanley which, as of the Petition Date, had an aggregate value of approximately $7.5 million. Under the Plan, Class 4 Claims include all General Unsecured Claims. The Diocese estimates that the Class 4 Claims total approximately $50,000. The Reorganized Diocese will pay each holder of an Allowed General Unsecured Claim, Cash in two installments each equal to 50% of the Allowed amount of such General Unsecured Claim with the first payment to occur on, or as soon as reasonably practicable after the later of (a) the Effective Date, and (b) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, and the second payment to occur on, or as soon as reasonably practicable after the date that is six months after the date of the first payment. The foregoing payments will be in full satisfaction, settlement, and release of, and in exchange for, such Allowed General Unsecured Claim. Notwithstanding anything to the contrary set forth above, no payments will be made to any Protected Party on account of any General Unsecured Claim and all Protected Parties will be deemed to have withdrawn any General Unsecured Claim with prejudice as of the Effective Date in consideration of the Channeling Injunction and release provisions provided in Article 12 of the Plan. Class 4 General Unsecured Claims are Impaired. All Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, General Unsecured Claims, and Pass-Through Claims will be paid by the Diocese or the Reorganized Diocese. All Abuse Claims will be paid solely from the Trust to be established for the purpose of receiving, liquidating, and distributing Trust Assets in accordance with the Plan and the Allocation Protocol, and the Trust Agreement. Counsel to The Roman Catholic: Stephen A. Donato, Esq. Charles J. Sullivan, Esq. Grayson T. Walter, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (315) 218-8000 Fax: (315) 218-8100 E-mail: donatos@bsk.com sullivc@bsk.com walterg@bsk.com A copy of the Disclosure Statement dated December 6, 2023, is available at https://tinyurl.ph/RnYrj from PacerMonitor.com. About The Roman Catholic Diocese of Syracuse The Roman Catholic Diocese of Syracuse, New York -- http://www.syracusediocese.org/-- through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable, humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll, and other school-related operating expenses for separately incorporated Diocesan schools, as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. The Roman Catholic Diocese of Syracuse, New York filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen A. Breen, chief financial officer, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. Bond, Schoeneck and King, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor also tapped Mullen Coughlin LLC as special counsel, Arete Advisors LLC as cybersecurity consultant, and Moxfive LLC as technical advisor. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtor's bankruptcy case. The committee tapped Stinson, LLP, Saunders Kahler, LLP and Berkeley Research Group, LLC as its bankruptcy counsel, local counsel and financial advisor, respectively. SELBYSOFT INC: Unsecureds Will Not Get Paid in Plan --------------------------------------------------- Selbysoft, Inc., submitted a First Amended Plan of Reorganization. Debtor's value for all assets according to its filed schedules is $192,732. However, $125,677 consists of an uncollectable judgment against the former principal, Michael Spence, who embezzled from the Debtor. Because that claim is uncollectable, that asset should be subtracted from the total asset value. Therefore, the amount assets that may be liquidated on the date of filing is $67,055. As of the Petition Date, the Debtor owed KeyBank NA ("KeyBank") $1,574,401 in secured debt, which is secured by a UCC-1 in all of Debtor's assets and properties wherever located. There are no other secured creditors. It is anticipated the Debtor's secured creditor KeyBank would receive approximately $60,000 if the Debtor's prepetition secured assets (but not including proceeds) were fully liquidated. The Debtor's unsecured creditors would receive nothing if the Debtor's assets were liquidated. The Debtor's financial projections show that the Debtor will have projected disposable income for the proposed 60 months of plan payments of approximately $1,615.11 a month. The Debtor's Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code proposes to pay creditors of SelbySoft from future income. In the past, a major part of the Debtor's business came from consistent business in selling POS software and equipment and their associated maintenance contracts, support and computer upgrades with clients. As of the date of this Plan, the Debtor's inventory is low. That is not unusual. The Debtor's business model does not require keeping inventory. Revenue is derived when Clients enter into maintenance contracts, support contracts and purchase of equipment from SelbySoft. The Debtor intends to keep this business model and continue to enter into future maintenance contracts, support contracts and to sell equipment to current and future customers. The Debtor believes that, in the beginning, it will be able to pay about $1000 per month to the Plan. The income and expenses of the business will need to reviewed yearly to determine if additional income has been generated, requiring a modification of the Plan filed to reflect the greater amounts of income. Such modification may result in unsecured creditors being paid additional amounts. Unsecured claims will be treated as follows: Class 2 - Creditors with allowed, unsecured, non-priority claims of more than $2,000. All creditors with allowed, unsecured, non-priority claims of equal or more than $2,000 allowed under 11 U.S.C. s 502 that do not choose treatment under Class 2. To date, $56,787.36 is the total amount of claims for this class. Unsecured, non-priority creditors will not be paid in this plan. Class 2 is impaired. Class 3 - Creditors with allowed, unsecured, non-priority claims of $2,000 or less. All creditors with allowed, unsecured, non-priority claims of less than $2,000 allowed under 11 U.S.C. s 502, including any creditor holding a claim of more than $2,000 that elects treatment under Class 3. Unsecured, non-priority creditors will not be paid in this plan. Class 3 is impaired. The major source of the Debtor's income is from POS software and equipment and their associated maintenance contracts, support and computer upgrades with clients. The Plan is predicated upon income as set forth in the projections (Ex. 1). Debtor believes the projections are reasonable. It is anticipated that the Debtor will sell any number of its products and services over the course of the next one to five years and will take the proceeds and use that to significantly pay down the debts. In addition, Debtor's principal, Kevin Scott, may make a capital contribution to pay any allowed claims in part in full during the pendency of the plan. Counsel for Debtor: David C. Smith, Esq. LAW OFFICES OF DAVID SMITH, PLLC 201 Saint Helens St. Tacoma, WA 98402 Tel: (253) 272-4777 Fax: (253) 461-8888 A copy of the Plan of Reorganization dated December 6, 2023, is available at https://tinyurl.ph/LunyX from PacerMonitor.com. About Selbysoft Inc. SelbySoft has been designing cutting edge Point of Sale systems for the cafe, coffee & pizza industries. SelbySoft, Inc. in Puyallup, WA, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 23-40830) on May 25, 2023, listing $0 to $50,000 in assets and $1 million to $10 million in liabilities. Kevin Scott as president, signed the petition. LAW OFFICES OF DAVID SMITH, PLLC, serve as the Debtor's legal counsel. SIRIUS XM: S&P Places 'BB' Issuer Credit Rating on Watch Positive ----------------------------------------------------------------- S&P Global Ratings placed its 'BB' issuer credit rating on Sirius XM Radio Inc. on CreditWatch with positive implications. S&P also placed the 'BB' issue-level rating on the company's unsecured debt on CreditWatch with positive implications. S&P's BBB-' issue-level rating on the company's senior secured debt remains unchanged. S&P said, "We expect to resolve the CreditWatch placement on the company when the proposed transaction closes. We anticipate the close early in the third quarter of 2024, subject to regulatory approval and a vote by LSXM's shareholders. Any potential upgrade will be limited to one notch." Liberty Media Corp. and Sirius XM Holdings Inc. (the parent of Sirius XM Radio Inc.) have announced a definitive agreement to combine the Liberty SiriusXM tracking stock group (LSXM) with Sirius XM to create a new public company. As part of the transaction, Sirius XM will assume about $1.5 billion of net debt from LSXM, which S&P's expect will increase its S&P Global Ratings-adjusted net leverage to about 4x at transaction close. The CreditWatch placement follows Liberty Media and Sirius XM's definitive agreement to combine LSXM with Sirius XM to create a new public company. Sirius XM will assume LSXM's $575 million 3.75% convertible notes due 2028. It also has secured $1.1 billion of committed financing to potentially refinance LSXM's 2.75% exchangeable notes and the margin loan secured by Sirius XM's stock; however, the company could pursue alternate financing. LSXM shareholders will receive 8.4:1 shares of the new company (adjusted for LSXM net liabilities), while existing Sirius XM shareholders (other than Liberty Media) will receive 1:1 shares of the new company. The transaction has been unanimously approved by Liberty's Board, the Sirius XM Special Committee and Sirius XM's Board of Directors. S&P said, "We expect S&P Global Ratings-adjusted net leverage will increase to about 4x at transaction close but will return back to low-3x in 2025. We expect S&P Global Ratings-adjusted net leverage of about 4x at transaction close in the middle of 2024, up from 3.3x at the end of 2023. However, Sirius XM generates free operating cash flow (FOCF) of more than $1 billion annually, which supports deleveraging. While Sirius XM's dividend policy will remain unchanged (around $410 million expected in 2024), management has said that it expects to deemphasize share repurchases to focus on debt reduction. Management has publicly affirmed its leverage target of low- to mid-3x and expects to reduce leverage back to this level between the middle and end of 2025. "We view the simplified ownership structure as a credit positive. We believe the transaction will increase Sirius XM's independence and, though the company's leverage target remains unchanged, believe there will be less risk of large leveraging transactions under the new ownership structure. As a result, we revised our upgrade leverage threshold for Sirius XM to 4x from 3.5x to better align with other media peers." Under the new ownership structure, there will be no majority stockholder. Additionally, there will be a single class of shares and the board will have a majority of independent directors. Former LSXM shareholders will own approximately 81% of the new company, with the Sirius XM minority shareholders owning the remaining 19%. S&P said, "We placed our issue-level rating on the company's senior unsecured debt on CreditWatch with positive implications. We do not expect the incremental debt from the transaction to affect our existing '1' recovery rating on the company's senior secured debt or '4' recovery rating on the company's senior unsecured debt. If we raise the issuer credit rating on Sirius XM to 'BB+', we will also raise the issue-level rating on the company's senior unsecured debt to 'BB+' to align. "Our 'BBB-' issue-level rating on the company's senior secured debt would remain unchanged. This is because we typically do not notch a rating up more than once above the issuer credit rating for ratings on debt issued by companies rated 'BB+', regardless of the recovery rating. "We expect to resolve the CreditWatch placement on our ratings on the company and unsecured debt when the proposed transaction closes. We anticipate the transaction will close early in the third quarter of 2024, subject to regulatory approval and a vote by Liberty Sirius XM's shareholders. "To resolve the CreditWatch, we will evaluate the company's deleveraging path. We could raise the issuer credit rating and the senior unsecured issue-level ratings by one notch to 'BB+' if we expect leverage will remain below 4x. Any potential upgrade would be limited to one notch." SMILEDIRECTCLUB INC: Will Liquidate After Last Sale Effort Falters ------------------------------------------------------------------ Jeremy Hill of Bloomberg News reports that a potential deal to keep SmileDirectClub Inc. afloat has broken down and the once high-flying tooth straightening startup is shutting down. The publicly traded company, which filed for bankruptcy in late September, had in recent days been negotiating a deal for its founders to provide fresh capital and buy SmileDirectClub out of Chapter 11. But the company failed to get its most important lender and other creditors on board, dooming the effort, attorney Spencer Winters said in bankruptcy court Friday, December 8, 2023. About SmileDirectClub Inc. SmileDirectClub, Inc. (Nasdaq: SDC) -- http://www.SmileDirectClub.com/-- is an oral care company and creator of the first medtech platform for teeth straightening. Through its cutting-edge telehealth technology and vertically integrated model, SmileDirectClub is revolutionizing the oral care industry. Its mission is to democratize access to a smile each and every person loves by making it affordable and convenient for everyone. SmileDirectClub is headquartered in Nashville, Tennessee. SmileDirectClub and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90786) on Sept. 29, 2023. In the petition signed by its chief financial officer, Troy Crawford, SmileDirectClub disclosed $498,712,000 in assets and $1,051,823,000 in liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International, LLP as general bankruptcy counsel; Jackson Walker, LLP, as local bankruptcy counsel; Centerview Partners, LLC as financial advisor and investment banker; FTI Consulting, Inc., as restructuring advisor; and Kroll Restructuring Administration, LLC, as notice and claims agent. SNOW LAKE RESOURCES: Has 180 Days to Regain Nasdaq Compliance ------------------------------------------------------------- Snow Lake Resources Ltd., d/b/a Snow Lake Lithium, received written notification from the Nasdaq Stock Market LLC that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of the Company's common shares has been below US $1 per share for 30 consecutive business days. The Notification Letter is only a notification of deficiency and not a notice of delisting. As such, the Notification Letter has no immediate effect on the listing or trading of the Company's Shares on the Nasdaq Capital Market under the symbol "LITM." Nasdaq Listing Rule 5550(a)(2) requires securities listed on the Nasdaq Capital Market to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's Shares for the 30 consecutive business days from October 25, to December 6, 2023, the Company has not met the minimum bid price requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Snow Lake has a period of 180 calendar days, or until June 4, 2024, in which to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's Shares must meet or exceed US $1 for at least ten consecutive business days during this 180-calendar day period. In the event Snow Lake does not regain compliance by June 4, the Company may be eligible for an additional 180 calendar day grace period if it meets the continued listing requirement for market value of publicly held shares (US $1 million) and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If it appears to Nasdaq that Snow Lake will not be able to cure the deficiency, or if Snow Lake is not otherwise eligible for additional time to regain compliance, Snow Lake's Shares will be subject to delisting by Nasdaq. Snow Lake may still appeal Nasdaq's determination to delist its Shares, and during any appeal process, Snow Lake's Shares would continue to trade on the Nasdaq Capital Market. Snow Lake's management intends to actively monitor the bid price for its Shares and will consider all available options to regain compliance with the Nasdaq minimum bid price requirement. The Company's business operations are not affected by the receipt of the Notification Letter. About Snow Lake Resources Ltd. Snow Lake Resources Ltd., d/b/a Snow Lake Lithium, is a Canadian lithium development company listed on Nasdaq (Ticker: LITM) with 2 hard rock lithium projects, the Thompson Brothers project and the Grass River project (together the "Snow Lake Lithium Project"), in the Snow Lake region of Northern Manitoba. Snow Lake is focused on advancing the Snow Lake Lithium Project through subsequent phases of development and into production in order to supply the North American electric vehicle and energy storage markets. As of June 30, 2023, the Company had $26,418,988 in total assets against $3,094,024 in total liabilities and $24,610,379 in accumulated deficit. Vancouver, Canada-based De Visser Gray LLP, the Company's independent auditors, noted in an Oct. 25, 2023 report that the Company has no current source of revenue, has incurred losses from inception and is dependent upon its ability to secure new sources of financing. "These conditions, along with other matters . . . , indicate the existence of a material uncertainty that casts significant doubt about the Company's ability to continue as a going concern." SONAVATION INC: Secured Creditors Say Disclosure Inadequate ----------------------------------------------------------- Cross Match Technologies, Inc., and Soninvest, LLC, filed objections to the disclosure statement filed by Sonavation, Inc. Crossmatch and Soninvest are both secured creditors of the Debtor. The Disclosure Statement lists Crossmatch as having a claim in Class IV, an Allowed Secured Claim, and Soninvest as having a claim in Class V, an Allowed Junior Secured Claim. Their claims are secured by a blanket lien on the Debtor's business assets. Crossmatch and Soninvest point out that the debtor's Disclosure Statement does not provide "adequate information" under Sec. 1125. * The Disclosure Statement fails to mention any pre-petition offers and indications/expressions of interest for the sale of the Intangible Assets1, other than that of the Asset Stalking Horse. Upon information and belief, the Debtor solicited and received offers and indications/expressions of interest for the sale of its Intangible Assets prior to filing its Petition. Disclosure of such offers and indications/expressions of interest, both formal and informal, is necessary for Creditors to analyze the sufficiency of the Stalking Horse Bid. * The Disclosure Statement and Plan indicate that the Stalking Horse Bid consists of a "participation component of 60% of the net proceeds from any litigation of the Causes of Action pertaining to the Intangible Assets." However, the Disclosure Statement fails to identify, let alone describe, the Causes of Action that would be sold along with the Intangible Assets. Without this information, Creditors cannot evaluate the 60% participation right in the Stalking Horse Bid. * The Disclosure Statement identifies Hillandale Advisors as a potential Equity Broker, the Toler Law Group as the Asset Stalking Horse, and Peak Value IP as its Asset Broker. However, the Disclosure Plan does not impart whether the Debtor, its existing management, and/or any members of its board of directors have a prior relationship with any of these three parties or their principals. This information should be disclosed. Crossmatch and Soninvest further point out that the waterfall provision in the event of a sale of the Debtor's intangible assets renders the Plan unconfirmable. * Here, the Plan is not confirmable on its face because it sets forth an impermissible waterfall in the event of an Asset Sale. Article VIA.2 of the Plan states: The proceeds of the Asset Sale will be made first to the Asset Broker in satisfaction of the terms of its engagement, then to Allowed Administrative Claims, then to Allowed Claims in the order of priority of the liens on the assets, then to Allowed Unsecured Claims and then to Allowed Class VII Claims. Accordingly, distributions will be made as a waterfall first to the allowed claim holder in Class IV, until paid in full, and then to the Allowed Claim holder in Class V until paid in full, etc. through each class until holders of Allowed Claims in Class VI. The Distributions shall be made to Administrative Claims on the date of the closings of the Asset Sale and any Equity Sale. * This method of distribution improperly gives administrative creditors priority over secured creditors with liens, like Crossmatch and Soninvest. See In re Griswold Bldg., LLC, 420 B.R. 666, 705–06 (Bankr. E.D. Mich. 2009) (denying debtor's plan because it proposed to pay administrative fees with secured creditor's cash collateral before the secured creditor was paid). Counsel for Creditors Cross Match Technologies, Inc. and Soninvest, LLC: Judith Swartz, Esq. John Dellaportas, Esq. EMMET, MARVIN & MARTIN, LLP 120 Broadway 32nd Fl. New York, NY 10271 Tel: (212) 238-3112 Fax: 212-238-3100 E-mail: jswartz@emmetmarvin.com jdellaportas@emmetmarvin.com Local Counsel for Creditors Cross Match Technologies, Inc. and Soninvest, LLC Irwin R. Gilbert, Esq. CONRAD & SCHERER, L.L.P. 633 South Federal Highway | Eighth Floor Fort Lauderdale, FL 33301 Tel: (954) 847-3312 Fax: (954) 463-9244 E-mail: IGilbert@conradscherer.com About Sonavation Inc. Sonavation Inc. manufactures computer and peripheral equipment in North Palm Beach, Fla. Sonavation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13960) on May 22, 2023. In the petition signed by its chief executive officer, Lisa Rhoads, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Erik P. Kimball oversees the case. The Debtor tapped Paul N. Mascia, Esq., at Nardella & Nardella, PLLC as legal counsel and Ashcraft Business Advisors as accountant. SPIN HOLDCO: S&P Lowers ICR to 'CCC+' on Cash Flow Deficit ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating one notch to 'CCC+' on Plainview, N.Y.-based outsourced laundry service provider Spin HoldCo Inc. (d/b/a CSC ServiceWorks). S&P also lowered its issue-level ratings on both the company's revolver and first-lien term loan one notch to 'CCC+'. The negative outlook reflects the risk of a downgrade if Spin continues to sustain FOCF deficits and its liquidity continues to deteriorate, thereby raising prospects for a distressed debt transaction or payment default that S&P sees occurring in the subsequent 12 months. Spin generated a larger than expected free cash flow deficit over the first six months of fiscal 2024. Spin's revenue modestly decreased 1% (excluding the divestiture of the European operations) for the six months ended in September 2023 compared to the prior-year period. Additionally, S&P Global Ratings-adjusted EBITDA margins improved 157 basis points to nearly 29.7%, driven by cost-reduction efforts and lower commission expenses. Still, due to rising interest rates, interest expense on its floating rate debt increased approximately 53% for the six months ended Sept. 30, 2023, compared with the prior-year period. High interest along with continued high capex and further elevated by working capital outflow caused an FOCF deficit of $31.7 million. Spin's lacks the ability to cover its fixed charges at current profitability. Spin has debt obligations of about $1.9 billion on its balance sheet, all subject to floating rates. S&P said, "Based on current interest rates, we estimate its debt service requirements include approximately $195 million cash interest expense and debt amortization of roughly $20 million. The company's route-based laundry services business requires significant capital investment in machines and equipment to maintain its operating base. Even though the capital intensity has moderated, with Spin choosing to remanufacture an increasing proportion of its laundry machines instead of purchasing new equipment, we estimate the required capex will be at least $115 million. We estimate roughly a $40 million shortfall between these fixed charges and Spin's profitability. We assume only modest low-single-digit percentage growth in Spin's core business (excluding upside potential from pending amenities), so we don't believe the company will generate positive free cash flow." Spin's plans to target an amenities platform are uncertain and subject to significant execution risk, but this could help reduce capital intensity. To reduce capital intensity, the company's new management team unveiled plans to add less capital-intensive revenue streams in access management, shipping storage lockers, expanding wash-and-fold services, and facilitating electric vehicle charging station sales to property owners. S&P said, "While we consider the strategy a natural adjacency to Spin's laundry and air business, details on the new initiatives, including the potential revenue opportunity and required investments to drive this, are unclear. We also believe that this strategy, even as more information becomes available, would not be without significant execution risk." S&P said, "Spin has sufficient liquidity absorb potential cash flow deficits and execute the amenities strategy for a few quarters. As of Sept. 30, Spin had $146.8 million cash on the balance sheet, most of which consists of a portion of proceeds it retained from the sale of its European operations after paying a $67.7 million dividend to shareholders. The company also had approximately $107 million available on its revolving credit facility due in 2026. However, the springing covenant would likely preclude access to the remaining availability. We believe these liquidity sources can absorb cash flow deficits over the next few quarters if retained for core operations. That said, we see a potential for a liquidity shortfall considering that the company has mandatory debt amortization remaining on its term loan of about $80 million, must repay the $20 million on its revolver in 2026, and potentially $35 million of its cash may be in coins in machines. Absent significant a turnaround in cash flow generation or a favorable reduction in floating rates, we believe there would be an increasing likelihood for a distressed debt transaction that could be perceived as tantamount to a default. "The negative outlook reflects the risk of a downgrade if Spin continues to sustain FOCF deficits and its liquidity continues to deteriorate, thereby raising prospects for a distressed debt transaction or payment default that we see occurring in the subsequent 12 months. "Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." SPITFIRE ENERGY: Seeks to Tap Lovell as Special Litigation Counsel ------------------------------------------------------------------ Spitfire Energy Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Lovell, Isern & Farabough, LLP and Lovell Hoffman Law, PLLC as special litigation counsel. The Debtor requires a special counsel to prosecute its claims or causes of action against the law firms of Hall, Estill, Hardwick, Gable, Golden & Nelson, PC; Ashby & Geddes, PA; International Bank of Commerce (IBC), Britt Ranch, and Presidio. Lovell, Isern & Farabough, LLP and Lovell Hoffman Law, PLLC, along with Watts Guerra LLP, will receive 40 percent of the attorneys' fees once a recovery is made on behalf of the Debtor. The hourly rates of Lovell, Isern & Farabough's counsel and staff are as follows: John H. Lovell, Partner $375 Kevin A. Isern, Partner $350 Brian W. Farabough, Partner $300 Courtney D. Miller, Associate $275 Matthew S. Merriott, Associate $275 Jody Sheets, Of Counsel $375 Paralegals $100 In addition, the firm will seek reimbursement for expenses incurred. Brian Farabough, Esq., a partner at Lovell, Isern & Farabough, and Joe Lovell, Esq., a member of Lovell Hoffman Law, disclosed in a court filing that the firms are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian W. Farabough, Esq. Lovell, Isern & Farabough, LLP 112 SW 8th Ave. #1000 Amarillo, TX 79101 Telephone: (806) 373-1515 Facsimile: (806) 322-9832 Email: brian@lovell-law.net - and – Joe L. Lovell, Esq. Lovell Hoffman Law, PLLC 1008 S. Madison Amarillo, TX 79101 About Spitfire Energy Group Spitfire Energy Group, LLC is a strategic midstream and water management provider and currently operates commercial saltwater disposal facilities in the Texas panhandle with over 165 miles of pipeline gathering and a disposal capacity of over 100,000 barrels per day. Such facilities are primarily located in Hemphill County and Wheeler County, Texas. Spitfire Energy Group filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-20186) on Sept. 1, 2023, with $10 million to $50 million in both assets and liabilities. David D. Le Norman, manager, signed the petition. Judge Robert L. Jones oversees the case. The Debtor tapped Clayton D. Ketter, Esq., at Phillips Murrah PC as legal counsel; Energy Capital Solutions, LLC as investment banker; and Watts Guerra LLP, Lovell, Isern & Farabough, LLP and Lovell Hoffman Law, PLLC as special litigation counsel. SPITFIRE ENERGY: Taps Watts Guerra as Special Litigation Counsel ---------------------------------------------------------------- Spitfire Energy Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Watts Guerra, LLP as special litigation counsel. The Debtor requires a special counsel to prosecute its claims or causes of action against the law firms of Hall, Estill, Hardwick, Gable, Golden & Nelson, PC and Ashby & Geddes, PA. The firm will receive 66.66 percent of the attorneys' fees once a recovery is made on behalf of the Debtor. Francisco Guerra, IV, Esq., a partner at Watts Guerra, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Francisco Guerra, IV, Esq. Watts Guerra LLP 875 East Ashby Place, Suite 1200 San Antonio, TX 78212 Telephone: (866) 529-9100 Email: fguerra@wattsguerra.com About Spitfire Energy Group Spitfire Energy Group, LLC is a strategic midstream and water management provider and currently operates commercial saltwater disposal facilities in the Texas panhandle with over 165 miles of pipeline gathering and a disposal capacity of over 100,000 barrels per day. Such facilities are primarily located in Hemphill County and Wheeler County, Texas. Spitfire Energy Group filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-20186) on Sept. 1, 2023, with $10 million to $50 million in both assets and liabilities. David D. Le Norman, manager, signed the petition. Judge Robert L. Jones oversees the case. The Debtor tapped Clayton D. Ketter, Esq., at Phillips Murrah PC as legal counsel; Energy Capital Solutions, LLC as investment banker; and Watts Guerra LLP, Lovell, Isern & Farabough, LLP and Lovell Hoffman Law, PLLC as special litigation counsel. STEELFUSION CLINICAL: Seeks Cash Collateral Access -------------------------------------------------- SteelFusion Clinical Toxicology Laboratory, LLC asks the U.S. Bankruptcy Court for the Western District of Pennsylvania for authority to use cash collateral and provide adequate protection. The value of the cash collateral is approximately $60,000. As of the Petition Date, three creditors had filed active UCC-1 financing statements against the Debtor. The first active UCC-1 financing statement was filed with the Commonwealth of Pennsylvania, Secretary of State office on behalf of Farnham & Pfile Company, Inc. on September 12, 2018 at Filing No. 2018091200338. The second active UCC-1 financing statement was filed with the Commonwealth of Pennsylvania, Secretary of State office on behalf of the U.S. Small Business Administration on June 22, 2020 at Filing No. 2020062200312. The third active UCC-1 financing statement was filed with the Commonwealth of Pennsylvania, Secretary of State office on behalf of C T Corporation System, as Representative on June 16, 2023 at Filing No. 20230616136362. The Debtor avers that its cash collateral is not sufficient to secure all of the liens held by FPC, US SBA, and CT Corp. Accordingly, the Debtor avers that FPC is only partially secured based on its lien position and US SBA and CT Corp. are wholly unsecured. In exchange for the Debtor's consensual use of cash collateral, FPC will receive adequate protection in the form of: -- legal, valid, binding, continuing, enforceable, perfected, nonavoidable, and first priority replacement liens on and security interests in the Debtor's personal property and assets against which FPC held valid, perfected, and enforceable liens and security interests as of the Petition Date, which will: (i) include proceeds of the Collateral acquired after the Petition Date pursuant to Section 552(b); and (ii) deemed to be effective nunc pro tunc from the Petition Date without further action by FPC. -- Any diminution in the value of the prepetition liens in favor of FPC that is not compensated by post-petition collateral will constitute a cost and expense of administration of the Bankruptcy Case in accordance with 11 U.S.C. Section 503(b)(1), will have a super priority status pursuant to Section 507(b) of the Bankruptcy Code, and will be paid ahead of all other costs and expenses of administration of the Bankruptcy Case except for fees payable pursuant to 28 U.S.C. section 1930; and, -- regular Loan payments of $990 per month. A hearing on the matter is set for December 18, 2024 at 2 p.m. A copy of the motion is available at https://urlcurt.com/u?l=cf2x5g from PacerMonitor.com. About Steelfusion Clinical Toxicology Laboratory Steelfusion Clinical Toxicology Laboratory LLC is a Monessen forensic and toxicology analyst. Clinical Toxicology Laboratory sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Penn. Case No. 23-22405) on November 8, 2023. In the petition filed by Amy J. Reisinger, as president, the Debtor reports estimated assets between $50,000 and $100,000 and estimated liabilities between $1 million and $10 million. Donald R. Calaiaro, Esq., at CALAIARO VALENCIK, represents the Debtor as legal counsel. SUNLAND MEDICAL: No Decline in Patient Care, PCO Report Says ------------------------------------------------------------ Susan Goodman, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Texas a report regarding the hospital operated by Sunland Medical Foundation and 4750 GHW Bush Land Holdings, LLC. The inpatient census at the time of the PCO's site visit at Trinity Sachse hospital ranged between four and six inpatients, all located in the M/S unit. At the time of the PCO's site visit, the ICU did not have patients. The PCO observed that while the hospital had all the essential roles required by state and federal licensure regulations filled, much of the coverage was achieved by individuals covering multiple essential roles. Further, often supervisory leadership team members also functioned in individual contributor roles. Even contracted services departments, such as dietary and environmental services teams, had supervisory staff also filling individual contributor roles. The volunteer team also reported providing specific additional support if a particular volunteer's talent matched an operational need. The PCO noted that larger institutional support should offer additional resources to other departments that are covered by single professionals, and as mentioned, often with one individual covering multiple, required departmental roles. While the PCO did not discern negative patient impacts (through her patient interviews) relative to this professional stretch phenomena, the staff strain created by these expansive coverage demands was readily apparent. Because the PCO did not find that care was inadequate, deteriorating, or otherwise materially compromised due to bankruptcy, she would expect her report to serve as the only filed PCO report given the appointment limitations in the bankruptcy court's appointment order. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=i4jvDs from PacerMonitor.com. The PCO may be reached at: Susan N. Goodman, RN JD Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Phone: (520) 744-7061 Email: sgoodman@pivothealthaz.com About Sunland Medical Foundation Sunland Medical Foundation and 4750 GHW Bush Land Holdings, LLC are owners of Trinity Regional Hospital Sachse, a full-service hospital and emergency room near Dallas, Texas. Trinity is a not-for profit, 32-bed, community-focused acute care hospital providing care to the residents of Sachse, Murphy, Wylie, Rowlett, Garland, Plano, Richardson, and surrounding communities. The Debtors sought Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 23-80000) on Aug. 29, 2023. Both estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Michelle V. Larson is the case judge. The Debtors tapped McDermott Will & Emery, LLP as legal counsel; Meadowlark Advisors, LLC as financial advisor; and Eide Bailly LLP as tax advisor. Stretto Inc. is the claims agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Dickinson Wright, PLLC as legal counsel and Caliber Advisors, LLC as financial advisor. Susan Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. SUPERTRANSPORT LLC: Unsecureds to Split $18K over 5 Years --------------------------------------------------------- Supertransport, LLC, filed with the U.S. Bankruptcy Court for the Western District of Missouri a Plan of Reorganization dated December 5, 2023. Debtor began its business in 2011. Marc Mueller has always been the sole member of the Debtor. The business provides trucking services. The need for the reorganization was due to the acquisition of trucks and trailers pre-COVID and during the early stages of COVID (2020-2021) when the demand for hauling construction materials and other goods saw a surge in demand. In late 2021 and early 2022, the business became unsustainable as a result of many factors, such as drivers moving from company to company and not being reliable, to gas price surges, and to severe shortage of parts for trucks. Marc Mueller, who is the sole member of the Debtor, has been receiving (when funds are available), and is anticipated to continue to receive, a salary of $10,000 per month. This salary is reasonable and necessary given that Mr. Mueller works full-time for the Debtor's business operation. The Debtor shall continue in possession of its assets and shall continue the operation of its business. The Debtor shall be the disbursing agent and shall make all distributions to creditors as provided for in this Plan. Class Thirteen includes all unsecured non-priority claims. This Class includes any unsecured nonpriority debts, including any deficiency claims once collateral is sold/liquidated and any portion of a secured claim which is not supported by the value of the collateral. These claims shall be paid prorata a total of $18,000, payable at $1,800 semi-annually over the next 5 years. The first payment will be made 180 days following the Effective Date. Class 13 is impaired. A full-text copy of the Plan of Reorganization dated December 5, 2023 is available at https://urlcurt.com/u?l=Mc0Wv5 from PacerMonitor.com at no charge. Attorneys for Debtor: Erlene W. Krigel, Esq. KRIGEL & KRIGEL, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Tel: (816) 756-5800 Fax: (816) 756-1999 Email: ekrigel@krigelandkrigel.com About Supertransport LLC Supertransport, LLC, provides trucking services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-41241) on Sept. 6, 2023, with $660,200 in assets and $1,966,322 in liabilities. Marcus Mueller, member, signed the petition. The Debtor tapped Erlene W. Krigel, Esq., at Krigel & Krigel, PC, as legal counsel and Gary Nacht at Synergy Enterprises, LLC, as accountant and consultant. THOMAS ORTHODONTICS: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Wisconsin, authorized Thomas Orthodontics, S.C. to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. Wisconsin Bank & Trust, Citizens First Bank, the Small Business Administration, Kapitus Servicing, Inc., and Channel Partners Capital, LLC may have an interest in the cash collateral. As adequate protection, the Secured Creditors are granted replacement liens of the same priority to the same extent in the cash collateral as existed immediately before the Petition Date. The Replacement Liens will be deemed automatically perfected upon entry of the order without the necessity of a creditor taking possession, filing financing statements, mortgages or other documents; provided, however, that the Debtor will execute any necessary perfection documents upon the request of a creditor holding a valid interest in cash collateral. No creditor will improve its secured position as a result of the Replacement Liens. As further adequate protection for the Debtor's use of the Collateral, WBT will receive, without limitation, the following adequate protection payments from the Debtor: effective January 1, 2024, and continuing until the Court orders otherwise, the Debtor will pay WBT interest only payment on the entire portion of the Loan, at the interest rate of 6.25% as required under the prepetition loan documents calculated at the amount of $4,283. The Debtor will continue to maintain insurance consistent with their coverage before the Petition Date and requirements under the loan documents with WBT that existed as of the Petition Date with respect to the its collateral. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=CE8Cn0 from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $13,815 for the week ending December 15, 2023; $13,815 for the week ending December 22, 2023; and $13,815 for the week ending December 29, 2023. About Thomas Orthodontics, S.C. Thomas Orthodontics, S.C. operates an orthodontics practice at two offices located in Hartford and Menomonee Falls. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wisc. Case No. 23-25432-rmb) on November 17, 2023. In the petition signed by Jess Thomas, owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Rachel M. Blise oversees the case. Evan P. Schmit, Esq., at Kerkman & Dunn, represents the Debtor as legal counsel. THOMAS ORTHODONTICS: Seeks to Hire Kerkman & Dunn as Legal Counsel ------------------------------------------------------------------ Thomas Orthodontics SC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Kerkman & Dunn as its legal counsel. The Debtor requires legal counsel to: (a) advise and assist the Debtor with respect to its duties and powers under the Bankruptcy Code; (b) advise the Debtor on the conduct of its Chapter 11 case; (c) attend meetings and negotiate with representatives of the creditors and other parties in interest; (d) prosecute actions on the behalf of the Debtor, defend actions commenced against it, and represent its interests in negotiations concerning litigation in which it is involved; (e) prepare legal papers; (f) advise the Debtor in connection with any potential sale of assets; (g) appear before the court to represent the interests of the Debtor's estates; (h) assist the Debtor in preparing, negotiating, and implementing a plan, and advise with respect to any rejection of a plan and reformulation of a plan, if necessary; (i) assist and advise the Debtor in state court actions related to judgments and collection actions initiated by or against it that are necessary for an effective reorganization; and (j) perform all other necessary or appropriate legal services for the Debtor in connection with the prosecution of its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Jerome R. Kerkman $525 Evan P. Schmit $435 Gregory M. Schrieber $410 Nicholas W. Kerkman $295 Non-Attorney Paraprofessionals $125 In addition, the firm will seek reimbursement for expenses incurred. Evan Schmit, Esq., an attorney at Kerkman & Dunn, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evan P. Schmit, Esq. Kerkman & Dunn 839 N. Jefferson St., Suite 400 Milwaukee, WI 53202 Telephone: (414) 277-8200 Facsimile: (414) 277-0100 Email: eschmit@kerkmandunn.com About Thomas Orthodontics Thomas Orthodontics SC is primarily engaged in the independent practice of general or specialized dentistry or dental surgery. Thomas Orthodontics filed Chapter 11 petition (Bankr. E.D. Wis. Case No. 23-25432) on Nov. 27, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Jess Thomas, owner, signed the petition. Judge Rachel M. Blise oversees the case. Evan P. Schmit, Esq., at Kerkman & Dunn serves as the Debtor's legal counsel. TIMOTHY HILL: U.S. Trustee Appoints Joseph Tomaino of Grassi as PCO ------------------------------------------------------------------- William Harrington, U.S. Trustee for Region 2, appointed Joseph Tomaino as patient care ombudsman for Timothy Hill Children's Ranch, Inc. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Eastern District of New York on Nov. 20. A patient care ombudsman refers to an individual appointed in healthcare bankruptcies to ensure the safety of patients. The PCO monitors the quality of patient care and represents the interest of the patients of the healthcare debtor. Mr. Tomaino, chief executive officer of Grassi Healthcare Advisors, LLC, disclosed in an affidavit that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The ombudsman may be reached at: Joseph Tomaino Grassi Healthcare Advisors, LLC 750 Third Avenue, 28th Floor New York, NY 10017 Tel: (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About Timothy Hill Children's Ranch Timothy Hill Children's Ranch, Inc. owns and operates transitional housing programs for troubled teens and young adults. It is based in Riverhead, N.Y. The Debtor filed Chapter 11 petition (Bankr. E.D. N.Y. Case No. 23-73821) on Oct. 16, 2023, with $13,637,708 in assets and $4,841,336 in liabilities. Thaddaeis Hill, executive director, signed the petition. Judge Louis A. Scarcella oversees the case. Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP represents the Debtor as legal counsel. TRANSMONTAIGNE: S&P Alters Outlook to Negative, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable on TransMontaigne Partners LLC (TLP). S&P also affirmed its 'B' issuer-credit rating on TLP. The issue-level ratings are unchanged at 'B+' with a '2' (85%) recovery on the senior secured term loan and 'CCC+' with a '6(0%)' recovery on the unsecured notes. S&P said, "The negative outlook reflects our expectation that we could lower our rating on TransMontaigne Partners if the company does not have sufficient liquidity or funding sources to meet its upcoming debt maturities within the consolidated entity. "The negative outlook reflects our view that there is heightened refinancing risk at the consolidated entity given the upcoming debt maturities at the holding company level. "We consider consolidated leverage in our analysis of TLP, as its parent company--TLP Finance Holdings LLC--relies on distributions from TLP to service its debt. We consider the organizational structure to be relatively complex given the multiple layers of debt at various entities in the corporate hierarchy. We rate the enterprise on a consolidated level, as the operating subsidiaries hold the assets that generate the cash flows to service the debt at the holding-company level. Therefore, the credit quality of operating subsidiaries is constrained by that of the holding company. There are no additional assets at the parent entity, but there is approximately $270 million of debt that is due in the first quarter of 2025. There is also approximately $300 million of senior notes at TLP and $1.077 billion at operating subsidiary Transmontaigne Operating Co. L.P. (TM OpCo). Each debt instrument has a different maturity date, and we do not believe the company currently has sufficient liquidity and funding sources to repay its upcoming maturities without a refinancing transaction. Therefore, if the company does not address its near-term maturities prior to them becoming current, we could lower our rating. "We now expect S&P Global Ratings-adjusted EBITDA will be about $205 million-$215 million in 2024. "Previously, we expected $215 million-$225 million in 2024. Forecasted EBITDA reflects our assumption of modest revenue growth across most segments--in particular, the West Coast--as demand for storage remains robust in the region. This is offset by underperformance from certain assets, including the terminal in Collins, Miss. In addition, the company's customers face regulatory challenges in utilizing the Diamondback pipeline at Brownsville into Mexico. "We forecast S&P Global Ratings-adjusted debt to EBITDA of about 8x in 2024. "Given our revised EBITDA expectations, we expect leverage will decline slower than we previously expected. We now expect consolidated adjusted leverage of 7.9x for 2024 compared to our previous expectation of 7.2x. Leverage above 8.0x is higher than that of similarly rated midstream peers. Higher leverage at the operating entities is driven by debt-financed distributions to service the holding company debt. We forecast the company will generate at least $40 million of free operating cash flow in 2023. "The negative outlook reflects our expectation that we could lower our rating on TLP if it does not have sufficient liquidity and funding sources to meet its upcoming debt maturities within the consolidated entity. We expect adjusted EBITDA of $205 million-$215 million in 2024, resulting in consolidated S&P Global Ratings-adjusted debt to EBITDA of about 8x in 2024. "We could lower our rating on TLP if it does not make sufficient progress in refinancing the capital structure during the first half of 2024. "We could revise our outlook to stable if the company addresses the debt maturities at the consolidated entity in a timely manner, improving its liquidity position." TROIKA MEDIA: Announces Chapter 11 Filing, Asset Sale to Blue Torch ------------------------------------------------------------------- Troika Media Group, Inc. announced that on December 7, 2023, the Company entered into a restructuring support agreement with certain funds managed by Blue Torch Finance LLC, the Company's senior secured lenders, pursuant to which Blue Torch would acquire substantially all of the assets of the Company via a stalking horse credit bid. To facilitate the acquisition and the restructuring of the Company's balance sheet, the Company and certain of its affiliates have filed voluntary petitions for relief under chapter 11 in the United States Bankruptcy Court for the Southern District of New York. The Company is seeking approval of the proposed stalking horse credit bid pursuant to section 363 of the United States Bankruptcy Code. The stalking horse credit bid will be subject to competing bids via a court-supervised auction to ensure the highest or best possible price for the Company's business. The Company's secured lenders are supportive of the transaction and have committed to provide $11 million of debtor-in-possession financing. The Company anticipates that this financing, as well as cash generated from ongoing operations, will be more than sufficient to fund its business operations through the sale process, which it expects to conclude within the next few months. Grant Lyon, Interim Chief Executive Officer of Troika stated, "We expect that the process will be relatively short and that the Company will have adequate liquidity to operate the Converge business normally throughout the process. We anticipate that the Company will emerge from Chapter 11 as a private company with a stronger balance sheet and with Michael Carrano and Maarten Terry, two long term leaders of the Converge business, in leadership roles." The Company has filed a number of customary first-day motions with the Bankruptcy Court seeking authorization to support its operations during the court-supervised sale process, including the continued payment of employee wages and benefits without interruption and continued payments to key vendors and suppliers for goods and services. The Company expects the Bankruptcy Court to approve these requests, which should minimize the impact of the sale process on the Company's customers, employees, and other key stakeholders. A full-text copy of the Form 8-K report is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1021096/000162828023040998/trka-20231207.htm About Troika Media Troika Media Group, Inc. (formerly known as M2 nGage Group, Inc.) -- thetmgrp.com -- is a professional services company that architects and builds enterprise value in consumer facing brands to generate scalable performance driven revenue growth. The Company delivers three solutions pillars that: CREATE brands and experiences and CONNECT consumers through emerging technology products and ecosystems to deliver PERFORMANCE based measurable business outcomes. Troika Media reported a net loss of $9.58 million for the six months ended Dec. 31, 2022. Troika Media reported a net loss of $38.69 million for the year ended June 30, 2022, a net loss of $16 million for the year ended June 30, 2021, and a net loss of $14.45 million for the year ended June 30, 2020. For the six months ended June 30, 2023, the Company reported a net loss of $20.16 million. UNIVERSAL LEARNING: S&P Affirms 'BB+' Rating on 2018 Revenue Bonds ------------------------------------------------------------------ S&P Global Ratings revised the outlook to positive from stable and affirmed its 'BB+' long-term rating on the Michigan Finance Authority's series 2018 fixed-rate charter school limited obligation revenue bonds, issued for Universal Learning Academy (ULA). "The outlook revision reflects our view of ULA's recent track record of significantly improved financial performance and growing liquidity position, coupled with consistency in enrollment levels," said S&P Global Ratings credit analyst Chase Ashworth. As of June 30, 2023, the school had $9 million in total debt, consisting only of the series 2018 bonds. The bonds are payable from any legally available funds of the academy. Under Michigan statute, ULA can only pledge 20% of state aid revenues in any one year for the repayment of debt service, and a security interest was granted to secure payments in favor of debt service. The charter authorizer, Bay Mills Community College, delivers 20% of the academy's state aid directly to the trustee. The community college then transfers the remaining 80%--less the authorizer's 3% fee--to the academy. Any money not required for debt service from the 20% share directed to the trustee is forwarded to the academy within two business days. Payments by ULA for debt service are absolute and unconditional and are not subject to appropriation. S&P said, "We assessed ULA's enterprise profile as vulnerable, characterized by its small, albeit growing, enrollment base and lack of a meaningful waitlist, partially offset by its unique curriculum, improving academic performance, high graduation rates, effective and stable management, with an operating history of over 17 years. We assessed ULA's financial profile as strong, with improved operations in recent years, including increased maximum annual debt service (MADS) coverage, improving liquidity position, and a moderate debt burden. We believe that, combined, these credit factors lead to an anchor of 'bb+' and a final rating of 'BB+'. "The positive outlook reflects our view that there is at least a one-in-three chance that we could raise the rating within the outlook period. The outlook is based on our expectation that ULA's financial performance will remain positive, maintain lease-adjusted MADS coverage and liquidity levels commensurate with a higher rating level. Further supporting the outlook is our expectation that ULA's demand profile will continue to reflect good academics and steady-to-growing enrollment levels, and we do not expect the school will issue debt within the outlook period." VAN'S AIRCRAFT: Court OKs Interim Cash Collateral Access -------------------------------------------------------- Van's Aircraft, Inc. sought and obtained entry of an order from the U.S. Bankruptcy Court for the District of Oregon authorizing the use of cash collateral, on an interim basis, through the date that is the earlier of (a) December 31, 2023, and (b) entry of a subsequent order of the Court terminating the Debtor's authority to use cash collateral, but only in accordance with the terms of the Order and the Interim Budget, with a 10% variance. The Debtor has an immediate need to use the Trust's cash collateral to pay its suppliers, employees, benefit plans, and ongoing operating expenses. On October 30, 2023, Mrs. Diane E. Van Grunsven entered into a secured promissory note with Debtor in the principal amount of $2 million. The October 2023 Loan is secured by a deed of trust as to real property owned by the Debtor and a blanket lien on the Debtor's personal property which was perfected by filing a UCC financing statement in all personal property assets of the Debtor. Prior to the Petition Date, as part of her estate planning, Mrs. Van Grunsven transferred her interests in the October 2023 Loan to The Richard E. Van Grunsven and Diane E. Van Grunsven Trust. To provide adequate protection for the use by the Debtor of the Trust's cash collateral. Trust is granted (i) a replacement security interest in and lien upon the Debtor's assets generated or acquired from and after the Petition Date of the same category, kind, character, and description as were subject to the Trust's lien on the Petition Date and (ii) an allowed administrative expense claim under 11 U.S.C. Section 503(b) of the Bankruptcy Code that will have super priority as provided in 11 U.S.C. Section 507(b) of the Bankruptcy Code against non-exempt property of the Debtor's estate, subject only to (A) any and all validly perfected security interests and liens existing as of the Petition Date, (B) the Replacement Lien, and (C) the lien granted to the Trust pursuant to order approving the Credit Motion. The Replacement Lien will be junior to the lien and provisions of the order approving the Credit Motion with respect to the post-petition loan from the Trust, including the Carve Out provisions thereof. The adequate protection granted to Trust shall not enhance or improve the position of the Trust with respect to its pre-petition debt. A hearing on the matter is set for December 19, 2023 at 9:30 a.m. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=WUUQSL from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=IPVxFN from PacerMonitor.com. The Debtor projects total operating disbursements, on a weekly basis, as follows: $1,168,874 for the week ending December 17, 2023; $824,143 for the week ending December 24, 2023; and $1,204,943 for the week ending December 31, 2023. About Van's Aircraft, Inc. Van's Aircraft, Inc. is a designer and manufacturer of kit aircraft, with more than 10,000 flying aircraft and a wide selection of available models. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-62260) on December 4, 2023. In the petition signed by Donald L. Eisele, interim CFO, the Debtor disclosed up to $50 million in both assets and liabilities. Judge David W. Hercher oversees the case. Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava Schoen, Esq., at Tonkon Torp LLP, represents the Debtor as legal counsel. VAN'S AIRCRAFT: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------ Russ Niles of AVWeb reports that Van's Aircraft has filed for Chapter 11 protection while it reorganizes with the goal of maintaining existing services and emerging as a solvent company again. In a statement posted late Monday, Van's tried to assure owners of 10,000 finished aircraft, builders and future customers the company has a future. "During this period of reorganization, we will continue to source, produce, and provide parts, service, and support to our customers. We will also be crating and shipping kit orders," the company said. The company blamed a maelstrom of issues for the decision, which was made about a month after company founder Dick Van Grunsven announced the company was pausing certain functions while it addressed a serious cash flow crisis. Two separate quality control issues, along with an imbalance of orders and deliveries due to COVID, led to the crisis. "The purpose of the Chapter 11 filing is to allow Van’s to continue to provide ongoing support for its customers, suppliers, and employees for many years to come," the statement, which is copied in full below, says. Statement By Van's Aircraft On Chapter 11 Filing On December 4, 2023, Van's Aircraft filed for protection under Chapter 11 of the federal bankruptcy code, a key step in the reorganization of our company. During this period of reorganization, we will continue to source, produce, and provide parts, service, and support to our customers. We will also be crating and shipping kit orders. Over the past few years, the company has faced a handful of complex issues, including unprecedented supply chain challenges throughout COVID, faulty primer that led to corrosion problems on quick build kits, and problems with laser-cut parts that were manufactured in response to high demand. As a result of this combination of issues, the company experienced serious cash-flow problems from which it could not recover through the normal course of business. During that time, Van's built up a significant and high-value parts inventory. As we manufacture the additional parts needed to balance this inventory, we will leverage it to fulfill orders for kits and parts over the next 12 to 18 months. The purpose of the Chapter 11 filing is to allow Van’s to continue to provide ongoing support for its customers, suppliers, and employees for many years to come. We understand that this situation creates a hardship for everyone involved. However, without these changes we do not see a viable path forward that would allow Van’s Aircraft to remain in business and support its customers. About Van's Aircraft Van's Aircraft is a designer and manufacturer of kit aircraft, with more than 10,000 flying aircraft and a wide selection of available models. Van's Aircraft sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Oregon Case No. 23-62260) on Dec. 4, 2023. In the petition filed by Donald L. Eisele, as interim CFO, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Honorable Bankruptcy Judge David W. Hercher oversees the case. Timothy J. Conway, Michael W. Fletcher, and Ava Schoen of TONKON TORP LLP are the Debtor's counsel. VEGASNAP LLC: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized VegasNAP, LLC to use cash collateral on a final basis, in accordance with the budget, with a 15% variance. As adequate protection, the U.S. Small Business Administration will receive the following: (a) pursuant to 11 U.S.C. Section 364(c)(1), a superpriority claim under 11 U.S.C. Section 507(b) against the Debtor and its estate; (b) adequate protection payments in the amount of $1,395 per month; and (c) pursuant to 11 U.S.C. Section 361(2), valid and perfected replacement security interests in and liens upon the Debtor's assets and property, and proceeds thereof, but in all events, only to the extent of: (x) any post-petition decrease in value of its properly perfected security interests resulting from the use of cash collateral, and (y) to the extent of its pre-petition properly perfected security interest in and to any of the Debtor's property. A copy of the order is available at https://urlcurt.com/u?l=MjxW7G from PacerMonitor.com. About VegasNAP, LLC VegasNAP, LLC is a family-owned internet infrastructure and cloud hosting provider headquartered in Las Vegas, Nevada, which also has co-location datacenter facilities in Seattle, Dallas, and Miami. The Debtor primarily provides business solutions for organizations, including colocation services, cloud hosting services, data backup, IP transit (Internet access) and data transport solutions, as well as network solutions to provide protection from disaster recovery for events like cyber-attacks, power outages, network and other system failures. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-12371-hlb) on June 12, 2023. In the petition signed by Don J. Reed, chief operating officer, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Hilary L. Barnes oversees the case. Matthew C. Zirzow, Esq., at Larson and Zirzow, LLC, represents the Debtor as legal counsel. VERANEX INC: Golub Capital 3 Marks $198,000 Loan at 15% Off ----------------------------------------------------------- Golub Capital BDC 3, Inc has marked its $198,000 loan extended to Veranex, Inc to market at $168,000 or 85% of the outstanding amount, as of September 30, 2023, according to Golub Capital 3's Form 10-K for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission. Golub Capital 3 is a participant in a Senior Secured Loan to Veranex, Inc. The loan accrues interest at a rate of 10.54% (SF+5.25%) per annum. The loan matures in April 2028. Golub Capital BDC 3, Inc is an externally managed, closed-end, non-diversified management investment company that was formed on August 1, 2017 and elected to be treated as a business development company under the Investment Company Act of 1940, as amended, on September 29, 2017. On October 2, 2017, the date of the commencement of operations, the Company entered into subscription agreements to sell shares of GBDC 3's common stock in private placements. In addition, for U.S. federal income tax purposes, GBDC 3 has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Veranex is designed to enable accelerated speed to market, controlled development costs, development risk mitigation and accelerated market viability assessment. VERANEX INC: Golub Capital 3 Marks $372,000 Loan at 15% Off ----------------------------------------------------------- Golub Capital BDC 3, Inc has marked its $372,000 loan extended to Veranex, Inc to market at $316,000 or 85% of the outstanding amount, as of September 30, 2023, according to Golub Capital 3's Form 10-K for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission. Golub Capital 3 is a participant in a Senior Secured Loan to Veranex, Inc. The loan accrues interest at a rate of 10.54% (SF+5.25%) per annum. The loan matures in April 2028. Golub Capital BDC 3, Inc is an externally managed, closed-end, non-diversified management investment company that was formed on August 1, 2017 and elected to be treated as a business development company under the Investment Company Act of 1940, as amended, on September 29, 2017. On October 2, 2017, the date of the commencement of operations, the Company entered into subscription agreements to sell shares of GBDC 3's common stock in private placements. In addition, for U.S. federal income tax purposes, GBDC 3 has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Veranex is designed to enable accelerated speed to market, controlled development costs, development risk mitigation and accelerated market viability assessment. XPRESS MEDIA: Jan. 22 Disclosure Statement Hearing Set ------------------------------------------------------ Judge Laurel M. Isicoff has entered an order that a hearing to consider approval of the disclosure statement of Xpress Media Printing LLC will be held on Jan. 22, 2024 at 1:30 PM in C. Clyde Atkins US Courthouse, 301 N Miami Ave,, Courtroom 8, Miami, FL 33128. The following deadlines apply with respect to the Disclosure Statement Hearing: * Proponent's deadline for serving this order, the disclosure statement, and the plan will be on Dec. 15, 2023. * Proponent's deadline for filing a motion under 11 U.S.C. Sec. 1121(e)(3) will be on Jan. 15, 2024. * Deadline for filing objections to Disclosure Statement will be on Jan. 15, 2024. About Xpress Media Xpress Media owns a commercial building and adjacent parking lot located at 400-420 S State Rd 7, Plantation, FL valued at $807,740. The Debtor also owns another commercial building located at 748 NW 22 Rd, Ft Lauderdale, FL valued at $368,360. Xpress Media Printing LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18258) on Oct. 10, 2023. The petition was signed by Ricardo T. Rutherford as manager. At the time of filing, the Debtor estimated $1,179,000 in assets and $356,000 in liabilities. Judge Laurel M. Isicoff presides over the case. Drake Ozment, Esq. at OZMENT LAW, PA, is the Debtor's counsel. YELLOW CORP: Court Okays XPO's Offer to Acquire Service Centers --------------------------------------------------------------- XPO (NYSE: XPO), a leading provider of LTL freight transportation in North America, on Dec. 12 disclosed that the United States Bankruptcy Court for the District of Delaware has approved the company's offer to acquire 28 service center locations previously operated by Yellow Corporation. XPO will purchase 26 service centers and assume existing leases for the other two locations. The transaction is expected to close by the end of 2023. Mario Harik, chief executive officer of XPO, said, "This acquisition of real estate is a once-in-a-generation opportunity to increase capacity in critical, growing freight markets, create more jobs and serve our customers even more effectively. We look forward to integrating these prime sites to enhance network efficiency and drive our next decade of growth." The transaction will complement XPO's national network with prime real estate in fast-growing freight markets, including Atlanta, Brooklyn, Columbus, Greensboro, Houston, Indianapolis, Las Vegas, Minneapolis, Nashville, Portland and Central Pennsylvania. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to XPO in connection with this transaction. About XPO XPO, Inc. (NYSE: XPO) -- http://www.xpo.com/-- is one of the largest providers of asset-based less-than-truckload (LTL) transportation in North America, with proprietary technology that moves goods efficiently through its network. Together with its business in Europe, XPO serves approximately 50,000 customers with 563 locations and 38,000 employees. The company is headquartered in Greenwich, Conn., USA. About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp. had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis LLP as restructuring counsel; Pachulski Stang Ziehl & Jones LLP as Delaware local counsel; Kasowitz, Benson and Torres LLP as special litigation counsel; Goodmans LLP as special Canadian counsel; Ducera Partners LLC as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. White & Case LLP serves as counsel to Beal Bank USA. Arnold & Porter Kaye Scholer LLP serves as counsel to the United States Department of the Treasury. On Aug. 16, 2023, the United States Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld LLP and Benesch, Friedlander, Coplan & Aronoff LLP as counsel; Miller Buckfire as investment banker; and Huron Consulting Services LLC as financial advisor. [*] Commercial Bankruptcy Filings Rose 21% in November 2023 ----------------------------------------------------------- The bankruptcy filing by WeWork, Inc. in November propelled November 2023 commercial chapter 11 filings to 842, an increase of 141 percent over the 349 filings registered in November 2022, according to data provided by Epiq Bankruptcy, the leading provider of U.S. bankruptcy filing data. The case filed by WeWork, Inc. on November 6, 2023 included 517 related filings, according to an ABI analysis, representing the third-most related filings in a case since the Bankruptcy Code became effective in 1979. Overall commercial filings increased 21 percent to 2,252 in November 2023, up from the 1,864 commercial filings registered in November 2022. Small business filings, captured as subchapter V elections within chapter 11, increased 79 percent to 181 in November 2023, up from 101 in November 2022. Total bankruptcy filings were 37,860 in November 2023, a 21 percent increase from the November 2022 total of 31,187. Individual bankruptcy filings also registered a 21 percent year-over-year increase, as the 35,608 in November 2023 represented an increase over the 29,323 filings in November 2022. There were 20,250 individual chapter 7 filings in November 2023, a 23 percent increase over the 16,421 filings recorded in November 2022, and there were 15,280 individual chapter 13 filings in November 2023, a 19 percent increase over the 12,862 filings the previous November. "Individual bankruptcy filings continue to rise as support from government stimulus and lender forbearance programs recedes, and ongoing price inflation and higher lending rates put pressure on household balance sheets," said Todd Madsen, AACER Vice President. "Commercial filings also continue to rise as businesses struggle to refinance debt in today’s higher rate environment." "The rebound in filings seen this year is a reflection of the challenging economic environment resulting from the evaporation of pandemic responses, including government stimulus, low interest rates and looser lending terms," said ABI Executive Director Amy Quackenboss. "Bankruptcy provides a reliable beacon to consumers and businesses struggling to navigate the financial terrain of higher interest rates, tighter lending terms and elevated pricing." Most categories of bankruptcy filings decreased slightly from the previous month. Only commercial chapter 11 filings registered an increase, bolstered by the WeWork filings. Commercial chapter 11s increased 31 percent from October's 645 filings. Total and consumer bankruptcies both decreased 7 percent when compared to their respective October filing totals of 40,663 for total filings and 38,287 for consumer filings. Individual chapter 7s decreased 9 percent, and chapter 13s decreased 4 percent, from October’s filings. Overall commercial filings decreased 5 percent from the 2,376 filings registered in October. Subchapter V elections within chapter 11 decreased 2 percent from the 185 filed in October 2023. ABI has partnered with Epiq Bankruptcy to provide the most current bankruptcy filing data for analysts, researchers, and members of the news media. Epiq Bankruptcy is the leading provider of data, technology, and services for companies operating in the business of bankruptcy. Its Bankruptcy Analytics subscription service provides on-demand access to the industry's most dynamic bankruptcy data, updated daily. Learn more at https://bankruptcy.epiqglobal.com/analytics. [*] Edward Fox Joins Emmet Marvin & Martin's Bankruptcy Group ------------------------------------------------------------- Emmet, Marvin & Martin, LLP on Dec. 13, 2023, disclosed that Edward M. Fox has joined the firm as a partner in the Creditors' Rights, Workouts, Restructuring and Bankruptcy Group. A nationally recognized bankruptcy lawyer, Mr. Fox brings 38 years of experience representing clients in some of the largest bankruptcy cases in the country. "We are thrilled to welcome Ed to Emmet Marvin," said Brian D.Obergfell, Chairman of the firm. "Ed is a preeminent bankruptcy lawyer who has built a great practice and won exceptional recoveries on behalf of bondholders and other creditors. His track record of success will be a great complement to our deep bench representing institutional and other creditors in the financial services industry." Mr. Fox's experience includes the representation of debtors, creditors committees, indenture trustees, bondholders, secured creditors, broker/dealers, landlords and other creditors in some of the largest bankruptcy cases in the United States, including Enron, Worldcom, K-Mart, Delphi, The New York Racing Association, Overseas Shipholding Group and Sears Holdings, at times obtaining par plus accrued or other outsized recoveries. "I am delighted to join the firm. For over two centuries, Emmet Marvin has been a marquee name in the New York legal community with a focus in banking and finance, commercial lending, public debt origination, bankruptcy, creditors rights and restructuring, and related areas of finance and debt issuance," said Mr. Fox. "From Thomas Addis Emmet to Franklin Delano Roosevelt through today, Emmet Marvin has always been home to top-flight attorneys, and I look forward to carrying on that great tradition." Mr. Fox can be reached at 212.238.3023 or efox@emmetmarvin.com. About Emmet, Marvin & Martin, LLP Emmet, Marvin & Martin, LLP, a full service New York law firm committed to a tradition of excellence, counsels major financial institutions, corporations, partnerships, limited liability companies, fiduciaries, not-for-profit organizations, and high net-worth individuals. Founded in 1805, it is one of the oldest law firms in continuous existence in the United States. The firm has represented its largest institutional client for over 175 years, and its skilled lawyers have the ability, expertise and aptitude to meet our clients' needs in today's changing global economy. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Briarwood Hills Corp. Bankr. N.D. Ga. Case No. 23-62051 Chapter 11 Petition filed December 5, 2023 See https://www.pacermonitor.com/view/DAUYHIA/Briarwood_Hills_Corp__ganbke-23-62051__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Lokal LLC Bankr. N.D. Ga. Case No. 23-62036 Chapter 11 Petition filed December 5, 2023 See https://www.pacermonitor.com/view/77DYDQY/Lokal_LLC__ganbke-23-62036__0001.0.pdf?mcid=tGE4TAMA represented by: Michelle M. Matich, Esq. E-mail: mmmatich0615@gmail.com In re Presidential Solutions Bankr. N.D. Ga. Case No. 23-62066 Chapter 11 Petition filed December 5, 2023 See https://www.pacermonitor.com/view/HYB2IEY/Presidential_Solutions__ganbke-23-62066__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Tri-State Outdoors, LLC Bankr. N.D. Ga. Case No. 23-21364 Chapter 11 Petition filed December 5, 2023 See https://www.pacermonitor.com/view/2YPXLTA/Tri-State_Outdoors_LLC__ganbke-23-21364__0001.0.pdf?mcid=tGE4TAMA represented by: Will Geer, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC E-mail: wgeer@rlkglaw.com In re Amin Dolah Bankr. E.D.N.Y. Case No. 23-44478 Chapter 11 Petition filed December 5, 2023 represented by: Fred S. Kantrow, Esq. THE KANTROW LAW GROUP, PLLC E-mail: fkantrow@thekantrowlawgroup.com In re Lawrence T. Smith Bankr. E.D.N.Y. Case No. 23-74580 Chapter 11 Petition filed December 5, 2023 represented by: Salvatore LaMonica, Esq. In re The Katmint LLC Bankr. E.D.N.Y. Case No. 23-44477 Chapter 11 Petition filed December 5, 2023 See https://www.pacermonitor.com/view/EFY6H2A/The_Katmint_LLC__nyebke-23-44477__0001.0.pdf?mcid=tGE4TAMA represented by: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD PLLC E-mail: rachel@blumenfeldbankruptcy.com In re Unica 23 LLC Bankr. E.D. Pa. Case No. 23-13687 Chapter 11 Petition filed December 5, 2023 See https://www.pacermonitor.com/view/UFH27MI/Unica_23_LLC__paebke-23-13687__0001.0.pdf?mcid=tGE4TAMA represented by: Harry B. Cook, Esq. THE LAW OFFICES OF HARRY B COOK E-mail: harry@lawllc.com In re Jaisam Properties Bankr. E.D. Pa. Case No. 23-13689 Chapter 11 Petition filed December 5, 2023 See https://www.pacermonitor.com/view/UX7P4PI/Jaisam_Properties__paebke-23-13689__0001.0.pdf?mcid=tGE4TAMA represented by: Harry B. Cook, Esq. THE LAW OFFICE OF HARRY B COOK E-mail: harry@lawllc.com In re Majestic Coach, LLC Bankr. W.D. Tenn. Case No. 23-25926 Chapter 11 Petition filed December 5, 2023 See https://www.pacermonitor.com/view/C3D7UFY/Majestic_Coach_LLC__tnwbke-23-25926__0001.0.pdf?mcid=tGE4TAMA represented by: Curtis Johnson, Esq. JOHNSON and JOHNSON PC E-mail: cjohnson@johnsonandjohnsonattys.com In re Tyche Holdings ELP, LLC Bankr. W.D. Tex. Case No. 23-31291 Chapter 11 Petition filed December 5, 2023 See https://www.pacermonitor.com/view/Q7ZQCIY/Tyche_Holdings_ELP_LLC__txwbke-23-31291__0001.0.pdf?mcid=tGE4TAMA represented by: Carlos Miranda, Esq. MIRANDA & MALDONADO, PC E-mail: cmiranda@eptxlawyers.com In re Taco Bus 01 Inc. Bankr. M.D. Fla. Case No. 23-05520 Chapter 11 Petition filed December 6, 2023 See https://www.pacermonitor.com/view/HHQBR3I/Taco_Bus_01_Inc__flmbke-23-05520__0001.0.pdf?mcid=tGE4TAMA represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: All@tampaesq.com In re Margeaux Bruner Bankr. N.D. Ga. Case No. 23-62118 Chapter 11 Petition filed December 6, 2023 In re La Pkwy 2 LLC Bankr. E.D. La. Case No. 23-12090 Chapter 11 Petition filed December 6, 2023 See https://www.pacermonitor.com/view/RZPPBVA/La_Pkwy_2_LLC__laebke-23-12090__0001.0.pdf?mcid=tGE4TAMA represented by: Robin R. De Leo, Esq. THE DE LEO LAW FIRM, LLC E-mail: lisa@northshoreattorney.com In re RC Empire Development LLC Bankr. E.D.N.Y. Case No. 23-74599 Chapter 11 Petition filed December 6, 2023 See https://www.pacermonitor.com/view/NFECXDY/RC_Empire_Development_LLC__nyebke-23-74599__0001.0.pdf?mcid=tGE4TAMA represented by: Btzalel Hirschhorn, Esq. SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV, LLP E-mail: Bhirschhorn@sbagk.com In re FRG Enterprises, LLC Bankr. S.D. Ohio Case No. 23-54240 Chapter 11 Petition filed December 6, 2023 See https://www.pacermonitor.com/view/T4CEVZQ/FRG_Enterprises_LLC__ohsbke-23-54240__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew T. Schaeffer, Esq. BAILEY CAVALIERI LLC E-mail: mschaeffer@baileycav.com In re Bengal Five LLC DBA Super 8 Hotel Bankr. E.D. Tenn. Case No. 23-12861 Chapter 11 Petition filed December 6, 2023 See https://www.pacermonitor.com/view/ZBSGZ4A/Bengal_Five_LLC_DBA_Super_8_Hotel__tnebke-23-12861__0001.0.pdf?mcid=tGE4TAMA represented by: David J. Fulton, Esq. SCARBOROUGH & FULTON E-mail: djf@sfglegal.com In re John Wayne Petros Bankr. N.D. Tex. Case No. 23-32905 Chapter 11 Petition filed December 6, 2023 represented by: Sheniqua Whitaker, Esq. In re 25350 Pleasant Valley Drive LLC Bankr. E.D. Va. Case No. 23-11983 Chapter 11 Petition filed December 6, 2023 See https://www.pacermonitor.com/view/PNEGEDA/25350_Pleasant_Valley_Drive_LLC__vaebke-23-11983__0001.0.pdf?mcid=tGE4TAMA represented by: John P. Forest, II, Esq. LAW OFFICE OF JOHN P. FOREST, II E-mail: j.forest@stahlzelloe.com In re Flexacar LLC Bankr. E.D. Va. Case No. 23-11984 Chapter 11 Petition filed December 6, 2023 See https://www.pacermonitor.com/view/ZI3CG6A/Flexacar_LLC__vaebke-23-11984__0001.0.pdf?mcid=tGE4TAMA represented by: John P. Forest, II, Esq. LAW OFFICE OF JOHN P. FOREST, II E-mail: j.forest@stahlzelloe.com In re Martin Obinna Chibueze Bankr. D. Nev. Case No. 23-15438 Chapter 11 Petition filed December 7, 2023 represented by: Steven Yarmy, Esq. In re Burns Asset Management, Inc. Bankr. E.D.N.C. Case No. 23-03571 Chapter 11 Petition filed December 7, 2023 See https://www.pacermonitor.com/view/OAMZ4NQ/Burns_Asset_Management_Inc__ncebke-23-03571__0001.0.pdf?mcid=tGE4TAMA represented by: JM Cook, Esq. J.M. COOK, P.A. E-mail: j.m.cook@jmcookesq.com In re Michael Alexis Picard Bankr. E.D. Va. Case No. 23-11990 Chapter 11 Petition filed December 7, 2023 represented by: Jillinda Glenn, Esq. In re Hoodstock Ranch, LLC Bankr. E.D. Wash. Case No. 23-01579 Chapter 11 Petition filed December 7, 2023 See https://www.pacermonitor.com/view/JZX5UDI/Hoodstock_Ranch_LLC__waebke-23-01579__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re DA George & Son's Construction, Inc. Bankr. M.D. Fla. Case No. 23-01491 Chapter 11 Petition filed December 8, 2023 See https://www.pacermonitor.com/view/MYX3HXY/DA_George__Sons_Construction__flmbke-23-01491__0001.0.pdf?mcid=tGE4TAMA represented by: Mike Dal Lago, Esq. DAL LAGO LAW E-mail: mike@dallagolaw.com In re 58 Croft Terrace LLC Bankr. S.D.N.Y. Case No. 23-22916 Chapter 11 Petition filed December 8, 2023 See https://www.pacermonitor.com/view/TM3YB7A/58_Croft_Terrace_LLC__nysbke-23-22916__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Jignesh Pandya and Mital Pandya Bankr. E.D. Pa. Case No. 23-13723 Chapter 11 Petition filed December 8, 2023 represented by: Albert Ciardi, Esq. In re Brady Reynolds Baxter Bankr. N.D. Tex. Case No. 23-32931 Chapter 11 Petition filed December 8, 2023 represented by: Patrick Schurr, Esq. In re 3210-12 Walbrook Ave LLC Bankr. E.D. Va. Case No. 23-11997 Chapter 11 Petition filed December 8, 2023 See https://www.pacermonitor.com/view/2UUOTEQ/3210-12_Walbrook_Ave_LLC__vaebke-23-11997__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Anthony Wayne Reed Bankr. D. Ariz. Case No. 23-08884 Chapter 11 Petition filed December 11, 2023 represented by: Patrick Keery, Esq. KEERY MCCUE, PLLC In re Heargen, LLC Bankr. D. Ariz. Case No. 23-08860 Chapter 11 Petition filed December 11, 2023 See https://www.pacermonitor.com/view/I5BSIWQ/HEARGEN_LLC__azbke-23-08860__0001.0.pdf?mcid=tGE4TAMA represented by: Allan D. NewDelman, Esq. ALLAN D. NEWDELMAN, P.C. E-mail: anewdelman@adnlaw.net In re 255 Shipley Street LLC Bankr. N.D. Cal. Case No. 23-30834 Chapter 11 Petition filed December 11, 2023 See https://www.pacermonitor.com/view/WRT7KHY/255_Shipley_Street_LLC__canbke-23-30834__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Grays Landing Development LLC Bankr. D. Del. Case No. 23-12046 Chapter 11 Petition filed December 11, 2023 See https://www.pacermonitor.com/view/4FG2QTI/Grays_Landing_Development_LLC__debke-23-12046__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Michael Joseph Lutz and Pamela Adell Lutz Bankr. M.D. Fla. Case No. 23-03050 Chapter 11 Petition filed December 11, 2023 represented by: Richard Perry, Esq. In re Sterling Consulting Corporation Bankr. S.D. Fla. Case No. 23-20196 Chapter 11 Petition filed December 11, 2023 See https://www.pacermonitor.com/view/63UMEGY/Sterling_Consulting_Corporation__flsbke-23-20196__0001.0.pdf?mcid=tGE4TAMA represented by: Craig I. Kelley, Esq. KELLEY KAPLAN & ELLER, PLLC E-mail: craig@kelleylawoffice.com In re Adon Properties LLC Bankr. D. Mass. Case No. 23-41035 Chapter 11 Petition filed December 11, 2023 See https://www.pacermonitor.com/view/S6QRBFY/Adon_Properties_LLC__mabke-23-41035__0001.0.pdf?mcid=tGE4TAMA represented by: Robert E. Girvan III, Esq. WEINER LAW FIRM, P.C. E-mail: RGirvan@Weinerlegal.com In re Jeffrey S. McHale Bankr. D. Mass. Case No. 23-12074 Chapter 11 Petition filed December 11, 2023 represented by: Peter Tamposi, Esq. In re Dawson Huber Coleman Jr. Living Trust Bankr. E.D.N.Y. Case No. 23-44567 Chapter 11 Petition filed December 11, 2023 See https://www.pacermonitor.com/view/AAHUULY/Dawson_Huber_Coleman_Jr_Living__nyebke-23-44567__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Godfrey Rose LLC Bankr. E.D.N.Y. Case No. 23-44564 Chapter 11 Petition filed December 11, 2023 See https://www.pacermonitor.com/view/DR3YSPA/Godfrey_Rose_LLC__nyebke-23-44564__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Sookram Fulton Apartment Inc. Bankr. E.D.N.Y. Case No. 23-44558 Chapter 11 Petition filed December 11, 2023 See https://www.pacermonitor.com/view/OAQLVZY/Sookram_Fulton_Apartment_Inc__nyebke-23-44558__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se ********* 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. 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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 ***