/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240104.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, January 4, 2024, Vol. 28, No. 3 Headlines 1395 STANLEY: Hires Singer & Falk CPA's PC as Accountant 1397 STANLEY: Hires Singer & Falk CPA's PC as Accountant 15 ALBION PLACE: Lender Seeks to Prohibit Cash Collateral Access 255 BUTLER LLC: Hires Goldberg Weprin as Bankruptcy Counsel 2815 ATLANTIC AVENUE: Hires Penachio Malara LLP as Counsel 292 DEKALB: Voluntary Chapter 11 Case Summary 3651 ALTA MESA: Voluntary Chapter 11 Case Summary 4024 INVESTORS: Voluntary Chapter 11 Case Summary 4E BRANDS: Law Firm Says Creditors Lack Standing to Challenge Fees 5280 AURARIA: Seeks Cash Collateral Access Thru Jan 31 8607 WURZBACH: Seeks to Extend Plan Exclusivity to February 6 ABERDEEN ENTERPRISES: 5 World Market Seeks to Acquire Assets ADAR MERRY: Files Bare Bones Chapter 11 Petition ADVENTURE ENVIRONMENTAL: Hires Peters Roman LLC as Accountant AEMETIS INC: Unit Secures $25M Loan From Greater Nevada Credit AGILETHOUGHT INC: Cleared to Sell Assets to Blue Torch ALDRICH PUMP: Court Won't Toss Asbestos Liability Bankruptcy AMERICAN PHYSICIAN: Unsecureds' Recovery Hiked to 3% in Plan AMERICARE INC: Edward Burr Named Subchapter V Trustee AMERITRANS EXPRESS: Seeks to Extend Plan Exclusivity to July 22 AMICAS PIZZA: Has Deal on Cash Collateral Access AMYRIS INC: Closes Sale of Biossance to THG Beauty USA ATHENIAN EACADEMY: S&P Assigns 'BB' Rating on 2024A/B Rev Bonds AULT ALLIANCE: Adjourns Annual Meeting Until Jan. 12 AULT ALLIANCE: Reports 28.2% Stake in Singing Machine as of Dec. 21 BACKBEAT BREWING: Taps John F. Sommerstein as Bankruptcy Counsel BENGAL FIVE: Seeks to Hire Krish Accounting as Accountant BENITAGO INC: Seeks to Extend Plan Exclusivity to January 31 BIRD GLOBAL: Seeks to Hire Berger Singerman LLP as Counsel BIRD GLOBAL: Seeks to Hire Epiq as Claims and Noticing Agent BLUE STAR: All Four Proposals Passed at Annual Meeting BOONE BUILT: Hires Lane Law Firm PLLC as Legal Counsel BORINQUEN NATURAL: Trade Creditors to Recover 100% in Plan BRIGHT HEALTH: J.P. Morgan Reduces Final Repayment Amount by $30M BRIGHTSTAR PROPERTY: Files Emergency Bid to Use Cash Collateral BUZZFEED INC: Nears Sale of Complex for More Than $100 Million BYBLOS ADONIS: Gregory Jones Named Subchapter V Trustee CANO HEALTH: ITC, Elliot Cooperstone Hold 30% of Class A Shares CANO HEALTH: Receives NYSE Notice of Non-Compliance CELSIUS NETWORK: Anticipates to Exit Chapter 11 in Early 2024 CELSIUS NETWORK: Cleared to Start Post-Bankruptcy Business Plan CELULARITY INC: Robin Smith Quits From Board CENTURY GRANITE: Seeks to Hire Stone & Baxter, LLP as Counsel CHIPS DAIQUIRIS AIRLINE: Seeks Chapter 11 Bankruptcy Protection CHISHOLM TRUCK: Hires Law Offices of Jjais A. Forde as Counsel CITIUS PHARMACEUTICALS: Incurs $32.5M Net Loss in FY Ended Sept. 30 COMSERO INC: Startup mcSquares Seeks Chapter 11 Bankruptcy CORE SCIENTIFIC: Court Conditionally Approves Plan Outline CREATIVE REALITIES: Pinnacle, Barry Kitt Own Less Than 5% Stake DEAN GUTIERREZ: Unsecureds Will Get 100% of Claims in Plan DELIVERY & DISTRIBUTION: Taps Gregory K. Stern, P.C. as Counsel DENT TECH: Exclusivity Period Extended to February 26 DIOCESE OF ROCHESTER: Court Moves Plan Ballots Consideration DURAND LAND: Hires Christianson & Freund as Counsel DWYERS AT HERRON: Taps Law Office Joy Lee Barnhart as Counsel E-STONE USA: Files Emergency Bid to Use Cash Collateral ENDO INTERNATIONAL: Files Chapter 11 Plan of Reorganization EVENTIDE CREDIT: Seeks to Extend Plan Exclusivity to July 3 FANATICS HOLDINGS: Fitch Lowers LongTerm IDR to B+, Outlook Stable FULL-CIRCLE ATHLETE: Court OKs Interim Cash Collateral Access GBC EXPRESS: Hires Palmer & Associates PLLC as Counsel GETTYSBURG RENTAL: Wins Cash Collateral Access on Final Basis GLOBAL CANCER: Seeks to Hire Belvedere Legal PC as Counsel GLOBAL DWELLING: Hires Genova Malin & Trier as Counsel GLOBAL PARTNERS: Moody's Alters Outlook on 'B1' CFR to Positive GLOBAL PARTNERS: S&P Affirms 'B+' IC R, Outlook Stable GLOBAL WOUND: Seeks to Use $26,000 of Cash Collateral GOLDEN KEY: Claimants to Recover 100% in Plan GOUGER OIL: Seeks to Hire Martin & Drought P.C. as Counsel GOURMET PLUS: Hires Fuller Law Firm P.C. as Legal Counsel GRAY MATTER: Frederic Schwieg Named Subchapter V Trustee GREENUP INDUSTRIES: Lucy Sikes Named Subchapter V Trustee GREENWAY HEALTH: S&P Withdraws 'B-' Issuer Credit Rating GREGORY TRUCKING: Hires R. Keith Johnson, PA as Bankruptcy Counsel GREGORY TRUCKING: Seeks to Tap Michael Bowers, CPA as Accountant HALF LION: Court OKs Interim Cash Collateral Access HARRISBURG'S HOMETOWN: Taps Nardone Law Firm as Bankruptcy Counsel HIGH VALLEY INVESTMENTS: Seeks to Extend Exclusivity to April 24 IMPEL PHARMACEUTICALS: Hires Omni as Claims and Noticing Agent INNOVATIVE NURSING: Hires Wright Law as Bankruptcy Counsel INPIXON: Corrects Report on Warrants Exercise by Holders INPIXON: May Issue 19.2M Additional Common Shares Under 2018 Plan INPIXON: Plans to Sell $10 Million Worth of Common Stock IQ DENTAL: Seeks Approval to Hire Vestcorp LLC as Accountant KAFHAYAAYNSAD ENTERPRISE: Hires Hyperams LLC as Appraiser KC TRUCKING: Seeks to Hire Exit Strategy USA as Financial Advisor LTGF BUSINESS: Ruediger Mueller of TCMI Named Subchapter V Trustee MATTHEWS TIMBER: Seeks to Tap Biggs Law Firm as Bankruptcy Counsel MEDCOMP SCIENCES: Files Emergency Bid to Use Cash Collateral MEP INFRASTRUCTURE: Court OKs Cash Collateral Access Thru Jan 31 METAVINE INC: Case Summary & 10 Unsecured Creditors MINIM INC: Adds Three Members to Board of Directors MOBILE ADDICTION: Case Summary & 20 Largest Unsecured Creditors MOREY MACHINING: Kathleen DiSanto Named Subchapter V Trustee MOVIA ROBOTICS: Court Approves Disclosure Statement MULLEN AUTOMOTIVE: Sues Gem, 2 Others for Securities Law Violation MURRIETA HOLDINGS: Unsecureds to be Paid in Full in Plan MV REALTY PBC: Seeks Cash Collateral Access NEW WAVE PROPERTY: Seeks Cash Collateral Access PANGEA ORGANICS: Court OKs Interim Cash Collateral Access PAULSON'S TRANSPORT: Hires Palmer & Associates PLLC as Counsel PENN CENTER HARRISBURG: Hires NAI CIR as Real Estate Broker PILL CLUB: Exclusivity Period Extended to January 15 POTRERO MEDICAL: Hires Bielli & Klauder LLC as Co-Counsel POTRERO MEDICAL: Hires G2 Capital Advisors as Financial Advisor POTRERO MEDICAL: Hires Keller Benvenutti as Bankruptcy Counsel POTRERO MEDICAL: Hires Stretto as Administrative Advisor PROMETHEUS INNOVATION: Court OKs Interim Cash Collateral Access PROMETHEUS INNOVATION: Hits Chapter 11 Bankruptcy Protection PROMETHEUS INNOVATION: Nancy Isaacson Named Subchapter V Trustee PROTERRA INC: Exclusivity Period Extended to April 4 R&M CAPITAL GROUP: Seeks to Extend Plan Exclusivity to June 20 READYMAX INC: Nathan Smith Named Subchapter V Trustee REPMGMT INC: Seeks Cash Collateral Access RESOLUTE INVESTMENT: S&P Cuts ICR to 'D' on Distressed Exchange RITE AID: Hearing on Asset Sale Deal With MedImpact Set for Jan. 9 ROCKCLIFF ENERGY II: Moody's Affirms 'B1' CFR on Tokyo Gas Deal ROCKY MOUNTAIN: Hires Wadsworth Garber Warner as Counsel RODS CUSTOM: Hires Probus Companies LLC as Realtor S&W BLUE: Unsecureds Get Share of Carve-Out, Causes of Action SAMJANE PROPERTIES: Unsecureds to be Paid in Full in Sale Plan SBG BURGER: Court OKs Interim Cash Collateral Access SK MOHAWK: Fitch Lowers Issuer Default Rating to 'CCC' SKIN BY ASK: Seeks to Hire Boyle Legal LLC as Counsel SONOMA PHARMACEUTICALS: Grants 180K Stock Options to Top Executives SPG HOSPICE: Trustee Wins Interim Cash Collateral Access SUD'S CLUB: Amends UniBank & D&S Financial Secured Claims Pay SUPERTRANSPORT LLC: Unsecureds Owed $441K to Get $25.2K in Plan TERRA MANAGEMENT: Amends Transamerica & Ally Secured Claims Pay TOPPOS LLC: Hearing on Sale of Cape Fear Village Homes Set Jan. 16 TOTAL AUTO: Court OKs Cash Collateral Access Thru Jan 2024 TRAXCELL TECHNOLOGIES: Income From Lawsuits to Fund Plan TRIUMPH GROUP: Extends $75M Securitization Facility to 2025 TUFFSTUFF FITNESS: Seeks Cash Collateral Access UA LEASING: Robert Handler Named Subchapter V Trustee UETEK: Company Owner Extends $36,000 DIP Loan UPHEALTH HOLDINGS: Seeks to Extend Plan Exclusivity to July 1 UXIN LIMITED: Plans to Implement ADS Ratio Change VERICAST CORP: Moody's Rates Amended First Lien Term Loan 'Caa2' WEEKLEY HOMES: S&P Alters Outlook to Positive, Affirms 'BB-' ICR WESCO AIRCRAFT: Unsecured Creditors to Get 3.5% of Shares WEWORK INC: Secures $671.2 Million DIP Loans [*] 5 Springfield Businesses That Closed Down in 2023 [*] Commercial Chapter 11 Filings Up 72% 6,569 in 2023 [*] Crypto Failures Force Bankruptcy Judge to Act Like Regulators [*] Five Stores More Likely to Declare Bankruptcy in 2024 [*] Trucking Industry Bankruptcies to Continue in Future [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1395 STANLEY: Hires Singer & Falk CPA's PC as Accountant -------------------------------------------------------- 1395 Stanley LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Singer & Falk, CPA's PC as accountant. The Debtor requires an accountant to: a. gather and verify all pertinent information required to compile and prepare monthly operating reports; b. prepare monthly operating reports; c. prepare any necessary reports pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy Procedure regarding non-debtor businesses; d. prepare budgets and financial disclosures; e. assist the Debtor in administering its Chapter 11 case; and f. render such additional services as the Debtor may require in its bankruptcy case. The firm will be paid as these rates: Partners $300 per hour Senior Associates $185 per hour Bookkeeper s $90 per hour Jesse Singer, a partner at Singer & Falk, disclosed in a court filing that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jesse Singer Singer & Falk CPA's 48 S Service Rd Suite 404 Melville, NY 11747 Tel: (516) 938-1828 Email: Jesse@singerandfalk.com About 1395 Stanley LLC 1395 Stanley LLC is the owner of real property located at 1397 Stanley Ave., Brooklyn, NY valued at $560,000. 1395 Stanley LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44506) on Dec 06, 2023. The petition was signed by Etai Vardi as manager. At the time of filing, the Debtor estimated $560,000 in assets and $6,386,273 in liabilities. Judge Elizabeth S. Stong presides over the case. Btzalel Hirschhorn, Esq. at Shiryak, Bowman, Anderson, Gill & Kadochnikov, LLP represents the Debtor as counsel. 1397 STANLEY: Hires Singer & Falk CPA's PC as Accountant -------------------------------------------------------- 1397 Stanley LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Singer & Falk, CPA's PC as accountant. The Debtor requires an accountant to: a. gather and verify all pertinent information required to compile and prepare monthly operating reports; b. prepare monthly operating reports; c. prepare any necessary reports pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy Procedure regarding non-debtor businesses; d. prepare budgets and financial disclosures; e. assist the Debtor in administering its Chapter 11 case; and f. render such additional services as the Debtor may require in its bankruptcy case. The firm will be paid as these rates: Partners $300 per hour Senior Associates $185 per hour Bookkeeper s $90 per hour Jesse Singer, a partner at Singer & Falk, disclosed in a court filing that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jesse Singer Singer & Falk CPA's 48 S Service Rd Suite 404 Melville, NY 11747 Tel: (516) 938-1828 Email: Jesse@singerandfalk.com About 1397 Stanley LLC 1397 Stanley LLC is the owner of real property located at 1397 Stanley Ave., Brooklyn, NY valued at $560,000. 1397 Stanley LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43861) on Oct. 24, 2023. The petition was signed by Etai Vardi as manager. At the time of filing, the Debtor estimated $560,000 in assets and $6,408,842 in liabilities. Judge Nancy Hershey Lord presides over the case. Btzalel Hirschhorn, Esq. at Shiryak, Bowman, Anderson, Gill & Kadochnikov, LLP represents the Debtor as counsel. 15 ALBION PLACE: Lender Seeks to Prohibit Cash Collateral Access ---------------------------------------------------------------- U.S. Bank Trust Company, National Association, as trustee, as successor-in-interest to U.S. Bank National Association, as Trustee for MASTR Asset Backed Securities Trust 2006-NC3 Mortgage Pass-Through Certificates, Series 2006-NC3 asks the U.S. Bankruptcy Court for the Eastern District of New York to prohibit 15 Albion Place, LLC from using cash collateral. Specifically, the Creditor seeks entry of an order requiring the Debtor to turnover cash collateral, commence adequate protection payments, and provide an accounting of rental income with respect to certain real property of the Debtor having an address of 15 Albion Pl, Staten Island, NY 10302. On January 30, 2019, Creditor obtained a Judgement of Foreclosure and Sale for $337,757. On November 3, 2023, Creditor recorded its most recent Notice of Sale, setting a sale date for December 14, 2023. Creditor is the only creditor of the Estate. The Property is the only asset of the Estate. Debtor valued the Property at $399,000, with Creditor's Claim listed for $648,660. To date, the Debtor has yet to file a Motion to Use Cash Collateral. The unauthorized use of cash collateral alone constitutes cause to dismiss or convert a Chapter 11 Case. Creditor objects to any use of the cash collateral unless Debtor commences adequate protection payments. To the extent the Property has been producing rental income, it appears Debtor has been using cash collateral in violation of the Bankruptcy Code. Creditor is being harmed by the Debtor's use of cash collateral as the Subject Loan remains in default while Creditor maintain taxes and insurance for the Property. Based on the foregoing, Creditor requests an immediate accounting and turnover of all income generated by the Property from the petition date to present. At a minimum, Creditor asserts it is entitled to adequate protection payments equal to the gross income less expenses. Creditor also requests clarification regarding the amount of income produced by the Property (if any) and the turnover of any cash collateral generated from the petition date to present. Debtor has yet to file a proposed motion seeking court authorization to use the cash collateral of Creditor for any purpose. Further, Debtor has yet to file operating reports. As a result, it is unclear if the Property is currently producing rental income, either on a long term or short term basis. Further, Creditor requests replacement lien(s) in the Debtor's post-petition rents, cash, accounts receivable and inventory, and all proceeds thereof, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by Creditor as of the Petition Date. A hearing on the matter is set for February 7, 2024 at 1 p.m. A copy of the motion is available at https://urlcurt.com/u?l=PaW8KD from PacerMonitor.com. U.S. Bank Trust Company, National Association, as trustee, as successor-in-interest to U.S. Bank National Association, as Trustee for MASTR Asset Backed Securities Trust 2006-NC3 Mortgage Pass-Through Certificates, Series 2006-NC3, is represented by: Jenelle C. Arnold, Esq. Aldridge Pite, LLP 8880 Rio San Diego Drive, Suite 725 San Diego, CA 92108 Telephone: (858) 750-7600 Email: JArnold@aldridgepite.com About 15 Albion Place, LLC 15 Albion Place, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 1-23-44623-jmm) on December 13, 2023. In the petition signed by Robert Patterson, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Charles Higgs, Esq, at the Law Office of Charles A. Higgs, represents the Debtor as legal counsel. 255 BUTLER LLC: Hires Goldberg Weprin as Bankruptcy Counsel ----------------------------------------------------------- 255 Butler LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Goldberg Weprin Finkel Goldstein LLP as bankruptcy counsel. The Debtor requires legal counsel to: a. provide the Debtor with all necessary representation in connection with this Chapter 11 case, as well as the Debtor's responsibilities as debtor-in-possession; b. represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; c. review, prepare and file all necessary legal papers, applications, motions, objections, adversary proceedings, and reports on the Debtor's behalf; and d. render all other legal services required by the Debtor in negotiating a mortgage restructuring the secured debt and achieving confirmation of a plan of reorganization. The firm will be paid at these rates: Partners $685 per hour Associates $275 to $500 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $25,000. Kevin Nash, Esq., a partner at Goldberg, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About 255 Butler LLC 255 Butler LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns a commercial building located at 255 Butler Street, Brooklyn, New York. 255 Butler LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43575) on Oct. 3, 2023. In the petition filed by Margaux Levy, as manager, the Debtor reported assets and liabilities between $10 million and $50 million. The Debtor is represented by J Ted Donovan, Esq., Goldberg Weprin Finkel Goldstein LLP. 2815 ATLANTIC AVENUE: Hires Penachio Malara LLP as Counsel ---------------------------------------------------------- 2815 Atlantic Avenue, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Penachio Malara, LLP as counsel. The Debtor requires legal counsel to: (a) assist in the administration of the Debtor's Chapter 11 proceeding, the preparation of operating reports and complying with applicable law and rules; (b) review claims and resolve claims which should be disallowed; and (c) assist in reorganizing and confirming a Chapter 11 plan or implementing an alternative exit strategy. Prior to the filing, the firm received $7,500 from the Debtor which included the filing fee. The hourly rates of the firm's counsel and staff are as follows: Anne Penachio $495 Francis Malara $400 Paralegal $225 Anne Penachio, Esq., an attorney at Penachio Malara, 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: Anne Penachio, Esq. PENACHIO MALARA LLP 245 Main Street-Suite 450 White Plains, NY 10601 Telephone: (914) 946-2889 Email: frank@pmlawllp.com About 2815 Atlantic Avenue, LL 2815 Atlantic Avenue, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-74465) on November 29, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by PENACHIO MALARA, LLP. 292 DEKALB: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 292 Dekalb Associates LLC 292 Dekalb Avenue Brooklyn, NY 11205 Chapter 11 Petition Date: January 2, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-40005 Judge: TBD Debtor's Counsel: Michael Previto, Esq. 150 Motor Parkway, Room 401 Hauppauge, NY 11788 Tel: 631-379-0837 E-mail: mchprev@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lloyd Babb, president/owner. A full-text copy of the petition containing, among other items, a possible list of the Debtor's 20 largest unsecured creditors is now available for download at PacerMonitor.com. 3651 ALTA MESA: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 3651 Alta Mesa Drive Acquisitions, LLC 6205 Prospect Road, #135/127 San Jose, CA 95129 Chapter 11 Petition Date: January 2, 2024 Court: United States Bankruptcy Court Northern District of California Case No.: 24-50001 Judge: TBD Debtor's Counsel: Arasto Farsad, Esq. FARSAD LAW OFFICE, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: 408-641-9966 E-mail: Farsadlaw1@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Manly Danh. A full-text copy of the petition containing, among other items, a possible list of the Debtor's 20 largest unsecured creditors is now available for download at PacerMonitor.com. 4024 INVESTORS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 4024 Investors, LLC 15700 Winchester Blvd. Los Gatos, CA 95030 Business Description: 4024 Investors is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 3, 2024 Court: United States Bankruptcy Court Northern District of California Case No.: 24-50004 Judge: Hon. Stephen L. Johnson Debtor's Counsel: Lars Fuller, Esq. THE FULLER LAW FIRM PC 60 N Keeble Avenue San Jose, CA 95126 Email: lars@fullerlawfirm.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel Shaw as manager. 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/TQCUOYQ/4024_Investors_LLC__canbke-24-50004__0001.0.pdf?mcid=tGE4TAMA 4E BRANDS: Law Firm Says Creditors Lack Standing to Challenge Fees ------------------------------------------------------------------ Texas law firm Jackson Walker challenged a hand santizer company creditor's effort to disgorge fees it earned while allegedly failing to disclose a relationship between an attorney and a bankruptcy judge. Jackson Walker LLP filed with the U.S. Bankruptcy Court for the Southern District of Texas an emergency motion for an an order abating the Amended Motion to Vacate Employment Order, Final Fee Order, for Disgorgement and Sanctions, filed by Barry Green, as Wrongful Death Representative of the Estate of Joshua Maestas, and Carolina Maestas (the "Maestas Parties"), pending the Court's determination on whether the Maestas Parties have standing to proceed. "Without a finding that the Maestas Parties have both constitutional and prudential standing,as well as party-in-interest standing, this Court lacks subject matter jurisdiction over the Maestas Parties' Motion to Vacate. These are the very issues that this Court previously ordered to be briefed by January 10th, with a hearing to follow on January 16th. For this reason, JW believes that any response and/or discovery related to the Motion to Vacate should continue to be abated pending this Court's consideration of the substantive standing issues that will be addressed at the January 16th hearing and a determination on the Maestas Parties’ standing," Jackson Walker said in court filings. "The Maestas Parties lack standing to pursue their Motion to Vacate. Under the confirmed Plan, the Maestas Parties are holders of a Class 4 General Unsecured Claim, which, if allowed, will receive a pro rata share of the GUC Pool (a finite pool of $2.6 million) and a waiver of avoidance actions. As such, the requested vacatur of JW's employment application or fee applications, and the resulting disgorgement of funds, if any, will not result in further recovery to the Maestas Parties under the terms of the confirmed Plan. Further, to the extent that there was any harm arising from JW's alleged non-disclosure, such harm was not on the Maestas Parties individually. The Maestas Parties, therefore, do not have constitutional standing (i.e., they do not have an "injury in fact" that is fairly traceable to JW's alleged non-disclosure or that could be redressed by a favorable ruling), prudential standing (i.e., they do not have legal rights and interests of their own and cannot rest their claims to relief on the legal rights or interests of third parties), or party-in-interest standing (i.e., they do not have a legal protected interest that could be affected by vacatur of the employment or fee orders). Thus, the Court lacks subject matter jurisdiction over the Maestas Parties' Motion to Vacate, which must be denied for lack of standing," JW added. About 4E Brands North America 4e Brands North America, LLC, is a manufacturer of personal care and hygiene products based in San Antonio, Texas. Its brand name products include Blumen Hand Sanitizer, Assured Hand Sanitizer, and various other hand sanitizers and hand soaps. The Debtor is no longer operating. 4e Brands North America sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-50009) on Feb. 22, 2022, with up to $50,000 in assets and up to $50 million in liabilities. David Dunn, chief restructuring officer, signed the petition. The case is handled by Judge David R. Jones. Matthew D. Cavenaugh, Esq., at Jackson Walker, LLP is the Debtor's legal counsel. Stretto is the claims agent. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on March 1, 2022. The committee tapped Tucker Ellis, LLP as bankruptcy counsel; Munsch Hardt Kopf & Harr, P.C., as Texas counsel; and Oxford Restructuring Advisors, LLC, as financial advisor. 5280 AURARIA: Seeks Cash Collateral Access Thru Jan 31 ------------------------------------------------------ 5280 Auraria, LLC asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral in accordance with the budget, with a 15% variance, through January 31, 2024. The Debtor owns and manages the property known as Auraria Student Lofts located at 1051 14th Street and 1405 Curtis Street, Denver, Colorado. The Auraria Student Lofts provide off-campus student housing apartments near the University of Colorado - Denver, Metropolitan State University, Denver Community College, and the University of Denver. The Property has 125 rental units with 438 beds, occupying 153,860 square feet in downtown Denver. The Debtor must use the rents and receipts paid to the Debtor by residents at the Property to pay the operating and management expenses to run the Property for the benefit of its residents and to cover costs incurred in preservation of the Property. DB Auraria LLC asserts a senior security interest in the Debtor's assets pursuant to a Deed of Trust, Assignment of Leases and Rents, Assignment of Management Agreement, Lockbox Deposit Account Control Agreement. The Debtor has objected to DB Auraria's claim, in which DB Auraria claimed an amount of $51.112 million with $48.5 million of that amount being secured. Auraria Stub LLC also asserts a security interest in the Property that is junior to DB Auraria's interest. Auraria Stub asserts it secured its junior loan in the original principal amount of $5.5 million by a second priority deed of trust on the Property and by a pledge of 25% of the equity interests in the Debtor, held by Nelson Partners, LLC. DB Auraria has not yet agreed to the operational expense for temporary help, which is necessary to preserve the value of the Property. The Debtor has an open maintenance supervisor position at the Property and has needed additional temporary help for post-move-in work orders. Until the maintenance supervisor position is filled, the Debtor will require additional temporary help, and the $5,000 budgeted for this expense is reasonable under the circumstances. Because this expense are necessary to protect and preserve the Property, any objections to this line-item should be overruled. The Debtor will continue to provide the Lenders with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports. A copy of the motion is available at https://urlcurt.com/u?l=ZnET03 from PacerMonitor.com. About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. 8607 WURZBACH: Seeks to Extend Plan Exclusivity to February 6 ------------------------------------------------------------- 8607 Wurzbach Management, L.P. asked the U.S. Bankruptcy Court for the Western District of Texas to extend its exclusive periods to file a chapter 11 plan and solicit acceptances of its plan to February 6, 2024 and April 6, 2024, respectively. The Debtor's initial exclusive filing period and exclusive solicitation period are currently set to expire on January 2, 2024 and March 2, 2024, respectively. The Debtor explained that the exclusivity deadline for this case fell directly at the conclusion of the holidays, leaving counsel with insufficient time due to family commitments. The Debtor further stated that its representative was not in town due to visiting family for the holidays. Finally, the Debtor claimed that its counsel is presently working to meet deadlines to file answers in 23 adversary proceedings that are pending before the Court in another case, with all such deadlines running between January 4th and 12th. The Debtor asserted that its counsel will not be able to devote sufficient time to working on the plan and disclosure statement in this case until the last few weeks of the month. 8607 Wurzbach Management, L.P. is represented by: H. Anthony Hervol, Esq. LAW OFFICE H. ANTHONY HERVOL 22211 IH-10 West, Suite 1206-168 San Antonio, TX 78257 Tel: (210) 522-9500 About 8607 Wurzbach Management 8607 Wurzbach Management, L.P. is a Texas limited partnership with its principal place of business and all of its assets located in San Antonio, Texas. It owns and operates three commercial buildings which are part of a small complex near the intersection of Wurzbach and Fredericksburg Roads in the medical center area, with a physical address of 8607 and 8647 Wurzbach Road, San Antonio, Texas. The current occupancy rate for the complex is approximately 90%. 8607 Wurzbach Management filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-51208) on Sept. 4, 2023, with $1 million to $10 million in assets and $500,001 to $1 million in liabilities. Savitri Frizzell of 8607 Wurzbach Corporation, general partner of 8607 Wurzbach Management, signed the petition. Judge Michael M. Parker oversees the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, represents the Debtor as bankruptcy counsel. ABERDEEN ENTERPRISES: 5 World Market Seeks to Acquire Assets ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of New York is set to hold a hearing on Jan. 5 on the motion filed by 5 World Market Tickets and Humanity Concert to approve the sale of Aberdeen Enterprises, Inc., and Brickchurch Enterprises, Inc. In its motion, 5 World proposed to acquire both companies including the real properties located at 366 and 376 Gin Lane, in Southampton, N.Y. The proposed sale will result in cash payment of $150 million to Louis Bloiun, owner of both companies, plus the assumption of all outstanding debts owed to creditors to be paid in full in cash and satisfaction of all pending liens. Currently, there is no signed sale agreement between 5 World and Ms. Bloiun. This agreement can be signed after the hearing or after filing of the motion, according to Adesijuola Ogunjobi of 5 World. 5 World can be reached through: Adesijuola Ogunjobi 5 World Market Tickets and Humanity Concert 4693 Salisbury Road Jacksonville, FL 32256 Tel: (904) 945-3161 Email: adesijuolaogunjobi@gmail.com About Aberdeen Enterprises and Brickchurch Enterprises Brickchurch Enterprises, Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-70914) on April 30, 2022, with $50 million to $100 million in both assets and liabilities. On Aug. 2, 2023, Aberdeen Enterprises, Inc. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-72834), with $50 million to $100 million in both assets and liabilities. The cases are jointly administered under Case No. 23-72834. Judge Alan S. Trust oversees the cases. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and Camisha L. Simmons, Esq. at Simmons Legal, PLLC serve as attorneys for Aberdeen and Brickchurch, respectively. ADAR MERRY: Files Bare Bones Chapter 11 Petition ------------------------------------------------ Adar Merry LLC filed for chapter 11 protection in the Eastern District of New York without stating a reason. The Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for January 25, 2024, at 2:00 PM. About Adar Merry Adar Merry LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns a property located at 42 Maryland Avenue, Hempstead, New York valued at $600,000. Adar Merry LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-74793) on Dec. 22, 2023. In the petition filed by Leah Bloom, as member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Vivian Sobers, Esq. Sobers Law, PLLC 2349 E 18th Street Brooklyn, NY 11229 ADVENTURE ENVIRONMENTAL: Hires Peters Roman LLC as Accountant ------------------------------------------------------------- Adventure Environmental, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Peters Roman LLC as accountant. The firm will assist with the Debtor's projections for its Chapter 11 Plan of Reorganization; assist in the preparation and filing of any required tax returns or amended tax returns; provide tax advice to the Debtor; and the required monthly operating reports. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to filing of the bankruptcy case, the Debtor paid the firm an advance fee of $7,225. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Carmen M. Peters, owner of Peters Roman LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Carmen M. Peters Peters Roman LLC 3350 SW 148 Ave. Ste 110 Miramar, FL 33027 Tel: (954) 794-7333 Email: hello@carmenpeters.com About Adventure Environmental, Inc. Adventure Environmental, Inc. was founded in 1997 as a State of Florida Corporation that has been awarded and successfully completed hundreds of government and private contracts throughout the Country for: coastal environmental restoration of seagrasses, mangroves and wetlands; marine contracting involving dredging, canal & waterway stabilization/erosion control, commercial diving and barge/crane work; marine debris/derelict vessel salvage and removal; oil spill response and contingency planning; exotic and nuisance vegetation removal and control from land and sea; disaster response services; water quality monitoring and improvements; heavy equipment operation/earthwork/site preparation; and general construction. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19328) on November 13, 2023. In the petition signed by J. Gregory Tolpin, vice president and secretary, the Debtor disclosed $10,582,122 in assets and $13,253,968 in liabilities. Timothy S. Kingcade, Esq., at KINGCADE, GARCIA & MCMAKEN, P.A., represents the Debtor as legal counsel. AEMETIS INC: Unit Secures $25M Loan From Greater Nevada Credit -------------------------------------------------------------- Aemetis, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that Aemetis Biogas 1 LLC, as borrower, and Aemetis Biogas Holdings LLC, as guarantor, each a subsidiary of the Company, entered into a Term Loan Agreement and Promissory Note with Greater Nevada Credit Union. Pursuant to the Loan Agreement, the Lender has provided a principal amount of $25 million to Borrower under a term loan for use to pay-off and refinance a construction loan previously provided to Borrower by Lender. That construction loan was used by Borrower to construct anaerobic digesters and associated equipment for the production of biogas at five dairies. Material terms of the Loan include: (i) an initial interest rate of 9.25% per annum, to be adjusted every five years thereafter to be equal to the five-year Constant Maturity U.S. Treasury Rate as of the adjustment date, plus 5.00%, (ii) payments of interest only for 12 months to be paid in monthly installments beginning Jan. 22, 2024, (iii) payments of equal combined monthly installments of principal and interest beginning on Jan. 22, 2025, and (iv) a maturity date of Dec. 22, 2042, at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable. The Loan Agreement also contains financial covenants, other affirmative and negative covenants, representations and warranties, events of default, and supporting agreements customary for loan agreements of this nature. The Loan is secured by all personal property collateral and real property collateral of Borrower. About Aemetis Headquartered in Cupertino, California, Aemetis, Inc. -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." Aemetis reported a net loss of $107.76 million for the year ended Dec. 31, 2022, compared to a net loss of $47.15 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $277.44 million in total assets, $114.37 million in total current liabilities, $363.06 million in total long-term liabilities, and a total stockholders' deficit of $199.99 million. In its Quarterly Report on Form 10-Q for the period ended Sept. 30,, 2023, Aemetis disclosed that as a result of negative capital, negative market conditions resulting in prolonged idling of the Keyes Plant, negative operating results, and collateralization of substantially all of its assets, the Company has been reliant on its senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender. In order to meet its obligations during the next twelve months, the Company will need to either refinance its debt or receive the continued cooperation of its senior lender. This dependence on the senior lender raises substantial doubt about the Company's ability to continue as a going concern. AGILETHOUGHT INC: Cleared to Sell Assets to Blue Torch ------------------------------------------------------ Evan Ochsner of Bloomberg Law reports that AgileThought Inc., a tech advising firm, won court approval to sell its assets to an affiliate of Blue Torch Capital in a $75 million debt-for-equity swap. AgileThought filed Chapter 11 in August, partially blaming a $203 million tax dispute with authorities in Mexico. The company went public about two years earlier via a blank check merger. Judge J. Kate Stickles of the US Bankruptcy Court for the District of Delaware approved the Blue Torch sale on Thursday, December 28, 2023. About AgileThought AN Global, LLC and affiliates are global providers of agile-first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. AgileThought is a pure play leading provider of agile software development at scale, end-to-end digital transformation and technology consulting services with diversity across markets and industries. For years, Fortune 1000 companies have trusted AgileThought to solve their digital challenges and optimize mission-critical systems to drive business value. AN Global, LLC, and its affiliates, including AgileThought Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on Aug. 28, 2023. In the petitions signed by their chief restructuring officer, James S. Feltman, the Debtors disclosed $100 million to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Potter Anderson & Corron LLP and Hughes Hubbard & Reed LLP as bankruptcy counsels; Garrigues Mexico, S.C. as general Mexican restructuring counsel; Teneo Capital, LLC as financial advisor; Guggenheim Securities, LLC as investment banker; and BDO USA, PC as tax advisor. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Blue Torch Finance LLC is the administrative agent and collateral agent under the DIP Agreement and under a pre-bankruptcy first lien facility. It is represented by Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Pachulski Stang Ziehl & Jones, LLP and Province, LLC, serve as the committee's legal counsel and financial advisor, respectively. ALDRICH PUMP: Court Won't Toss Asbestos Liability Bankruptcy ------------------------------------------------------------ A bankruptcy judge ruled Dec. 28, 2023, that Aldrich Pump LLC's asbestos liability bankruptcy case can't be dismissed under the binding precedent of the Fourth Circuit. Under Carolin Corp v. Miller, a 1989 decision by the US Court of Appeals for the Fourth Circuit, parties moving to throw out a bankruptcy must prove both that the case was filed in bad faith and is objectively futile. Because Aldrich's bankruptcy, designed to settle 90,000 asbestos claims, is not objectively futile, it can't be dismissed, Judge J. Craig Whitley of the US Bankruptcy Court for the Western District of North Carolina ruled in a 63-page decision. Before the Bankruptcy Court was a Motion to Dismiss on Behalf of Robert Semian and Other Clients of MRHFM (the "Maune Motion") and (2) the Motion of the Official Committee of Asbestos Personal Injury Claimants to Dismiss the Debtors' Chapter 11 Cases (the "ACC Motion"). Joinders to these motions have been filed by several asbestos claimants' law firms and by the decedent's estate of one claimant. The Debtors, Aldrich Pump LLC and Murray Boiler LLC, and the Future Asbestos Claimants' Representative ("FCR") have objected to the Motions. Aldrich and Murray believe their cases to be entirely proper. They maintain that subject matter jurisdiction lies under 28 U.S.C. Sec. 1334, and their eligibility as chapter 11 debtors is clearly established under Section 109(d) of the Bankruptcy Code. And, according to the Debtors, these dismissal motions are not "jurisdictional" nor are their cases "unconstitutional." The Debtors further maintain that their cases were filed in "good faith." First, they do not believe "financial distress" to be a requirement for filing Chapter 11. Second, at the filing date, Aldrich and Murray faced 90,000 asbestos claims, and they anticipated that such claims would continue to be asserted against them for decades. Such a volume of claims could not be tried in the tort system. Thus, Aldrich and Murray filed Chapter 11 to access the Section 524(g) trust mechanisms of the Code to pay allowed claims more efficiently. Paying asbestos claims under a bankruptcy trust is, to their minds, a "valid reorganizational purpose." Aldrich and Murray further maintain that their cases pass the Fourth Circuit's "bad faith" test in Carolin Corp. v. Miller, as recently applied in a similar case from this judicial district, In re Bestwall LLC. See Bestwall, 605 B.R. at 49; Carolin Corp, 886 F.2d 693. "While the appellate courts have held that a bankruptcy case may be dismissed at the outset for a lack of good faith in the filing, they do so under a variety of tests. The Third Circuit in LTL Management, LLC, made "financial distress" a "good faith" prerequisite to a Chapter 11 filing. In re LTL Management, LLC, 64 F.4th 84, 103-04 (3d Cir. 2023). However, the Fourth Circuit employs a different dismissal standard: a more restrictive two-prong test that requires the movant to demonstrate both the objective futility of the case and the subjective bad faith of the petitioner. See Carolin Corp., 886 F.2d 693, 700-01. Just as in Bestwall, the Movants have failed to demonstrate the objective futility of these cases. While the Movants make a compelling argument that the objective futility prong should not apply in cases filed by solvent, non-distressed debtors, as applied in Premier Auto and Bestwall, the Carolin test requires it. With the Carolin objective futility prong unmet, these cases may not be dismissed as "bad faith" filings," Judge Whitley said. And as to the ACC's alternate suggestion that "cause" for dismissal exists under Section 1112(b), their assertions about the "Texas Two-Step" and the "new debtor syndrome," are simply recast "bad faith" filing arguments. Certainly, there has been no unreasonable delay by the Debtors in these cases. Finally, the question of whether a breach of fiduciary duties to creditors has occurred is currently being litigated in an adversary proceeding, so that issue cannot be decided on this motion. Thus, both Motions must be DENIED." About Aldrich Pump Aldrich Pump LLC and Murray Boiler LLC are U.S. subsidiaries of Trane Technologies, a publicly traded company. Ireland's Trane Technologies, formerly as Ingersoll Rand plc, is a global climate innovator that brings efficient and sustainable climate solutions to buildings, homes, and transportation. The North American headquarters of Trane Technologies are located in Davidson, North Carolina. Aldrich Pump and Murray Boiler sought Chapter 11 protection (Bankr. W.D.N.C. Lead Case No. 20-30608) on June 18, 2020. Judge Craig J. Whitley oversees the cases. In the petition signed by its chief legal officer, Allan Tananbaum, Aldrich Pump reported $100 million to $500 million in both assets and liabilities. The Debtors tapped Rayburn Cooper & Durham, P.A. and Jones Day as bankruptcy counsels; Bates White, LLC, Evert Weathersby Houff, and K&L Gates, LLP as special counsel; AlixPartners, LLP as financial advisor; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of asbestos personal injury claimants. The asbestos committee tapped Robinson & Cole, LLP and Caplin & Drysdale, Chartered as bankruptcy counsels. The committee also selected FTI as its financial advisor and Legal Analysis Systems, Inc. as its asbestos consultant. On Oct. 14, 2020, the court entered the order appointing Joseph W. Grier, III, as legal representative for future asbestos claimants (FCR). Mr. Grier tapped Orrick, Herrington & Sutcliffe LLP and Grier Wright Martinez, PA as bankruptcy counsels; Anderson Kill P.C. as special insurance counsel; and Ankura Consulting Group, LLC, as asbestos claims consultant and financial advisor. AMERICAN PHYSICIAN: Unsecureds' Recovery Hiked to 3% in Plan ------------------------------------------------------------ American Physician Partners, LLC, and its Affiliated Debtors submitted a Second Amended Combined Disclosure Statement and Plan of Liquidation dated January 2, 2024. During the Chapter 11 Cases, the Debtors will sell, liquidate or otherwise dispose of their remaining assets (primarily patient receivables), and pursuant to the proposed Plan, on and after the Effective Date, the Liquidating Trustee will complete the orderly liquidation and wind-down of the Debtors' business, address pending claims, including litigation claims, and make distributions to Creditors as efficiently as possible through the liquidating Plan. The Plan provides for, as of the Effective Date, a Liquidating Trust to liquidate, collect, sell, or otherwise dispose of the remaining assets of the Debtors' estates (the "Estates") (including, without limitation, causes of action of the Debtors and Estates), if and to the extent such assets were not previously monetized to Cash or otherwise transferred or disposed of by the Debtors prior to the Effective Date, and to distribute all net proceeds to Creditors generally in accordance with the priority scheme under the Bankruptcy Code other than the GUC Cash Settlement, which shall be for the benefit of general unsecured creditors subject to the terms of the Plan and Liquidating Trust Agreement. There will be no distributions to Holders of Interests. As of the Effective Date, the Liquidating Trust will be funded with all the remaining assets of the Debtors (referred to herein as Distributable/Remaining Assets) (except for certain carveouts including the Professional Fee Reserve). In particular, under the Plan, there will be a $2,000,000 GUC Cash Settlement, to be used to fund Distributions to general unsecured creditors (excluding the Prepetition Lenders in relation to the Prepetition Lenders Deficiency Claim), which may be reduced by up to $250,000 for the GUC Funding Reserve. In a Chapter 7 proceeding, absent such consent, general unsecured creditors would likely receive no distribution on account of their claims. The Plan further provides for the limited substantive consolidation of the Debtors' Estates for the purposes of voting on the Plan by the Holders of Claims and making Distributions to Holders of Claims. Class 2 consists of Prepetition Lenders Secured Claims. The Holders of Class 2 Claims shall retain their Liens on the Liquidating Trust Assets as of the Effective Date, excluding the GUC Cash Settlement, the Liquidating Trust Funding, the Administrative/Priority/Other Distributions Reserve and the Shared Assets and Causes of Action, until such Collateral is disposed of or released, and the net proceeds of such disposition shall be paid by the Liquidating Trustee to the Prepetition Agent to the maximum extent possible in satisfaction and release of such Allowed Class 2 Claims, subject to the terms of the Plan. The amount of claim in this Class total $594,200,000. This Class will receive a distribution of 0.8% of their allowed claims. Class 3 consists of Other Secured Claims. The amount of claim in this Class total $600,000. This Class will receive a distribution of 100% of their allowed claims. Except to the extent previously paid in full, at the option of the Debtors or the Liquidating Trust, one of the following treatments shall be provided: (i) the Holder of such Claim shall retain its Lien on its Collateral until such Collateral is sold, and the proceeds of such sale, less costs and expenses of disposing of such Collateral, shall be paid to such Holder in full satisfaction and release of such Allowed Other Secured Claim; (ii) on or as soon as practicable after the later of (a) the Effective Date, or (b) the date upon which the Bankruptcy Court enters a Final Order determining or allowing such Claim, or as otherwise agreed between the Holder of such Claim and the Debtors or Liquidating Trustee, the Holder of such Other Secured Claim will receive a Cash payment equal to the amount of its Allowed Other Secured Claim in full satisfaction and release of such Other Secured Claim; or (iii) the Collateral securing the Creditor's Other Secured Claim shall be abandoned to such Creditor, in full satisfaction and release of such Other Secured Claim. Class 4 consists of Unsecured Claims. The allowed unsecured claims total $82,000,000. This Class will receive a distribution of 3%, plus share of any net value generated from Shared Assets and Causes of Action. Holders of Class 4 Claims shall receive, in exchange for their Allowed Claims, (i) a Pro Rata share of the GUC Cash Settlement, subject to reduction for the GUC Funding Reserve, and (ii) a Pro Rata share of the Liquidating Trust Interests, which entitle the Beneficiaries thereof to a Pro Rata share of any net proceeds of the Shared Assets and Causes of Action. Provided, however, the Prepetition Lenders Deficiency Claim shall not share in the GUC Cash Settlement. The Holders of the Prepetition Lenders Deficiency Claim shall receive on account thereof 60% of the net proceeds from any and all Shared Assets and Causes of Action, with the remaining 40% of such net proceeds to be distributed to the Holders of Allowed Class 4 Claims other than Holders of the Prepetition Lenders Deficiency Claim. This Class is impaired. On the Effective Date, the Liquidating Trust shall be established pursuant to the Liquidating Trust Agreement for the purpose of, inter alia, (a) administering the Liquidating Trust Assets, (b) prosecuting and/or resolving all Disputed Unsecured Claims, (c) investigating and pursuing any Causes of Action that constitute Liquidating Trust Assets and Shared Assets and Causes of Action, and (d) making all Distributions to the Beneficiaries provided for under the Plan. To fund the administration of the Liquidating Trust and pay Liquidating Trust Expenses, the Liquidating Trustee shall have and may use the Liquidating Trust Funding, Liquidating Trust Asset Proceeds derived from Shared Assets and Causes of Action (subject to approval by the Liquidating Trust Oversight Committee), the GUC Funding Reserve and the Liquidating Trust Funding Contribution; provided that the Liquidating Trustee cannot use the Liquidating Trust Funding Contribution until it has drawn and utilized all of the GUC Funding Reserve. With respect to any portion of the Liquidating Trust Funding Contribution used by the Liquidating Trustee, in order to compensate the Prepetition Lenders for the use of the proceeds of their Collateral, the Liquidating Trustee shall make Distribution to the Holders of Allowed Class 2 Claims from the Liquidating Trust in an amount equal to $1.50 in Cash for every $1.00 of the drawn Liquidating Trust Funding Contribution prior to any further Distributions to Holders of Allowed Class 4 Claims under the Plan other than Distributions of the GUC Cash Settlement. In the event there is any remaining, unused Cash in the Liquidating Trust Funding, such Cash will be distributed 40% to Holders of Allowed Class 4 Claims other than the Prepetition Lenders and 60% to the Prepetition Lenders on account of the Prepetition Lenders Deficiency Claim. A full-text copy of the Second Amended Combined Disclosure Statement and Plan dated January 2, 2024 is available at https://urlcurt.com/u?l=EpTcsO from PacerMonitor.com at no charge. Counsel for Debtors: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Timothy P. Cairns, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Tel: 302-652-4100 Fax: 302-652-4400 E-mail: ljones@pszjlaw.com dbertenthal@pszjlaw.com tcairns@pszjlaw.com About American Physician Partners American Physician Partners, LLC, is an emergency medicine management company in Brentwood, Tenn. American Physician Partners and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11469) on Sept. 18, 2023. In the petition signed by CRO John DiDonato, American Physician Partners disclosed $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge Brendan L. Shannon oversees the cases. Pachulski Stang Ziehl & Jones LLP, led by Laura Davis Jones, is the Debtors' legal counsel. Huron Consulting Services LLC is the Debtors' financial advisor. Epiq is the claims agent. AMERICARE INC: Edward Burr Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 17 appointed Edward Burr of Mac Restructuring Advisors, LLC as Subchapter V trustee for Americare, Inc. Mr. Burr will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Burr declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Edward Burr Mac Restructuring Advisors, LLC 10191 E. Shangri La Road Scottsdale, AZ 85260 Phone: (602) 418-2906 Email: Ted@macrestructuring.com About Americare Inc. Americare, Inc. is a Las Vegas-based manufacturer of sustainably-sourced nutrition products. Americare filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-15688) on December 23, 2023, with $111,380 in assets and $4,333,402 in liabilities. Mario Gonzalez, president and chief executive officer, signed the petition. Judge Natalie M. Cox oversees the case. Ryan A. Andersen, Esq., at Andersen & Beede represents the Debtor as legal counsel. AMERITRANS EXPRESS: Seeks to Extend Plan Exclusivity to July 22 --------------------------------------------------------------- Ameritrans Express LLC asked the U.S. Bankruptcy Court for the Eastern District of Virginia to extend the exclusivity period to file a plan from January 24, 2024 to July 22, 2024 and the exclusive right to obtain approval of a plan from March 24, 2024 to September 20, 2024. The Debtor explained that additional time to file a plan will be beneficial to the estate as its claim against the USPS is the most significant source of recovery to creditors, and the case is expected to accelerate in the coming months. The Debtor stated that its pursuit of these claims has already produced a benefit as the USPS awarded approximately $1.9 million on 13 of the Debtor's claims. However, the Debtor also said that it is seeking additional amounts on those 13 claims as well as approximately $20 million on 112 other claims. Ameritrans Express LLC is represented by: Jonathan B. Vivona, Esq. 601 King Street, Suite 400 Alexandria, VA 22314 Tel: (703) 739-1353 Email: jvivona@vpbklaw.com About Ameritrans Express Ameritrans Express LLC is part of the general freight trucking industry. Ameritrans Express LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11055) on June 29, 2023. In the petition filed by Frederick Amankwaa, as owner, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. Judge Brian F. Kenney oversees the case. The Debtor is represented by Jonathan B. Vivona, Esq. at VIVONA PANDURANGI, PLC. AMICAS PIZZA: Has Deal on Cash Collateral Access ------------------------------------------------ Amicas Pizza, Microbrew & More, Inc. asks the U.S. Bankruptcy Court for the District of Colorado for entry of an order approving an agreement for the use of cash collateral and adequate protection with High Country Bank, on a final basis. The Debtor requires the use of cash collateral to make payroll and pay additional expenses for restaurant operations. The Debtor is obligated to make payroll twice a month, in the amount of approximately $90,000 to $125,000, depending on the month. The Debtor has been a fixture of the Salida community since that time and had been profitable up until COVID. However, it was able to survive with the assistance of government loan programs and its beloved status in the community. Post-COVID, however, the Debtor attempted an unsuccessful expansion, which plunged it into debt. This was further compounded by the fact that the Debtor's former manager entered into numerous unauthorized and high interest rate loan agreements, which its cash flow could not sustain. The Debtor was left with no choice but to file a Chapter 11 Petition to address these issues. The Bank asserts and Debtor agrees that it has a perfected security interest in, among other things, the Debtor's cash, inventory, accounts receivable, equipment, and the proceeds thereof, in the approximate amount of $331,733 and $1,330,180, representing the current balances of two line of credit and loan agreements, by virtue of first priority deeds of trust recorded in 2016 and 2021 against certain real property located in Chaffee County, State of Colorado, commonly known as 136 North M St. Unit 1, Salida, CO 81201 and the Debtor's cash, inventory, accounts receivable and equipment. Specifically, in October of 2016, the Bank made a line of credit loan to the Debtor in the original principal amount of $230,000 which was evidenced by a promissory note and various other written loan documents. Additionally, in June of 2021, the Bank made a loan to the Debtor in the original principal amount of $1,440,000, which was evidenced by a promissory note and various other written loan documents. Finally, in June of 2023, the Bank made a loan to the Debtor in the original principal amount of $150,000, which was evidenced by a promissory note and various other written loan documents. As of the Petition Date, the balance under the Amicas Equipment Loan is $140,448. The Debtor's assets, in relevant part, generally consist of the following: approximately $5,000 in cash, currently deposited with the Bank; beer, liquor and food inventory and supplies in the amount of $27,910 as of the Petition Date, though this amount fluctuates; restaurant machinery and equipment, valued at approximately $200,000; and real property, valued at approximately $1.8 million. The Debtor owes pre-petition sales taxes to the State of Colorado in the approximate amount of $35,000, which, per the Agreement, are to be amortized over 60 months with interest at the statutory rate. The Debtor owes pre-petition sales taxes to the Internal Revenue Service in the amount of $16,471. There are additional entities that may claim an interest in the Debtor's cash collateral; however, the Bank's interest (an amount of approximately $2 million) is many times greater than the cash collateral value, which leaves the subordinate creditors with no interest in the cash collateral. The additional entities that may claim an interest in the Debtor's cash collateral and equipment are DMKA, LLC, c/o The Smarter Merchant, FORA Financial Advance, LLC, Forward Financing, Toast, U.S. Small Business Administration, Wall Holdings, LLC, Wellen Capital, LLC, and QFS Capital, LLC. A copy of the motion is available at https://urlcurt.com/u?l=BTupyZ from PacerMonitor.com. About Amicas Pizza Microbrews & More, Inc. Amicas Pizza Microbrews & More, Inc. owns and operates a pizza restaurant offering wood-fired pies & craft beer in bright, laid-back digs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-16046) on December 29, 2023. In the petition signed by Christopher Bowers, president of Board of Directors, the Debtor disclosed up to $10 million in both assets and 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. AMYRIS INC: Closes Sale of Biossance to THG Beauty USA ------------------------------------------------------ Amyris, Inc. disclosed in a Form 8-K Report filed with U.S. Securities and Exchange Commission that on December 28, 2023, the Company and THG Beauty USA LLC signed and closed an Asset Purchase Agreement pursuant to which the Company agreed to sell substantially all of the assets of the Company's clean beauty brand, Biossance, to THG for $20 million. The Bankruptcy Court had previously approved the sale pursuant to the APA on December 12, 2023. In connection with the sale of certain consumer brands, the Company announced the termination or separation of approximately 220 employees at different dates beginning on December 18, 2023, and continuing through January 2024. The Company previously announced reductions in force in June 2023 and August 2023, which, together with general attrition, is expected to result in a reduction in force of approximately 51% from June 2023 to the end of January 2024. In response to this reduction in force, certain impacted employees will be provided severance benefits, including cash severance payments and reimbursement of medical insurance premiums. In connection with the December 2023 and January 2024 reduction in force, the Company expects to record a one-time charge of approximately $2.4 million related to the reduction in its workforce, consisting primarily of one-time severance payments upon termination of the employees. The Company expects that the majority of these charges will be incurred in the fourth quarter of 2023 and the first quarter of 2024. A copy of the APA is available at: https://www.sec.gov/Archives/edgar/data/1365916/000136591623000151/exhibit101biossanceapa.htm About Amyris Inc. Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-Market(TM) technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics, and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the world's top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective, and accessible products. Amyris, Inc. and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. In the petition signed by its interim chief executive officer and chief financial officer, Han Kieftenbeld, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their bankruptcy counsel; Fenwick & West, LLP as corporate counsel; Gordon Rees Scully Mansukhani, LLP as special counsel; PricewaterhouseCoopers LLP as financial advisor; and Intrepid Investment Bankers LLC as investment banker. Stretto, Inc., is the Debtors' claims, noticing, solicitation agent, and administrative adviser. ATHENIAN EACADEMY: S&P Assigns 'BB' Rating on 2024A/B Rev Bonds --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' long-term rating to the Utah Charter School Finance Authority's series 2024A and 2024B charter school revenue bonds to be issued for Athenian eAcademy (Athenian). The outlook is stable. "The rating reflects our view of Athenian's moderate pro forma debt burden, favorable operating environment in Utah, and increase in cash reserves," said S&P Global Ratings credit analyst John Miceli. The stable outlook reflects S&P's opinion that the school will maintain stable-to-growing enrollment, continue to generate positive operating surpluses on a full-accrual basis, and maintain steady cash while not issuing additional debt. AULT ALLIANCE: Adjourns Annual Meeting Until Jan. 12 ---------------------------------------------------- Ault Alliance, Inc. announced the adjournment of the Company's 2023 Annual Meeting of Stockholders, which was scheduled to be held at 9:00 a.m. (Pacific Time) on Dec. 29, 2023 but has been postponed due to the absence of quorum to conduct business. Based on the absence of quorum, the board of directors elected to adjourn the Meeting until 9:00 a.m. (Pacific Time) on Jan. 12, 2024 for the purpose of allowing additional time for stockholders to vote on the Proposals contained in the Proxy Statement dated Dec. 1, 2023. As described in the Proxy Statement, the Meeting will be held for the following purposes: * To elect the seven director nominees named in the Proxy Statement to hold office until the next annual meeting of stockholders; * To ratify the appointment of Marcum LLP, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2023; * To approve, pursuant to Rule 713(a) and (b) of the NYSE American, the conversion of the Company's 10% Senior Secured Convertible Note in the principal amount of $17,519,832.00 into the Company's Class A common stock, par value $0.001 per share, as well as the exercise of the warrants to purchase such shares of Common Stock, each as issued pursuant to the Note Purchase Agreement dated Oct. 13, 2023; * To approve, pursuant to Rule 713(a) and (b) of the NYSE American, the conversion of the Company's 50,000 shares of Series C convertible preferred stock into Common Stock, and warrants to purchase shares of Common Stock, for a total purchase price of up to $50,000,000.00, pursuant to the Securities Purchase Agreement dated Nov. 6, 2023; * To approve, pursuant to Rule 713(a) of the NYSE American, (i) the issuance by the Company of additional shares of Common Stock, in a registered direct offering, underlying the Company's Convertible Note in the principal amount of $2.2 million issued pursuant to the Exchange Agreement dated Sept. 27, 2023, as well as (ii) the right granted to the counterparty in the Exchange Agreement to purchase a note substantially identical to the Convertible Note in an amount of up to $3,300,000; * To approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's Common Stock by a ratio of not less than one-for-five and not more than one-for-twenty-five at any time prior to Dec. 28, 2024, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors in its sole discretion; and * To approve the adjournment of the Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve any of the other proposals before the Meeting. To access the virtual meeting please click the Virtual Shareholder Meeting link: meetnow.global/MXV24TS. To login to the virtual meeting you have two options: Join as a "Guest" or Join as a "Stockholder." If you join as a "Stockholder" you will be required to have a control number. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AULT ALLIANCE: Reports 28.2% Stake in Singing Machine as of Dec. 21 ------------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, the following entities and individuals reported beneficial ownership of shares of common stock of The Singing Machine Company, Inc. as of December 21, 2023: Shares Percent Beneficially of Reporting Person Owned Class Ault Alliance, Inc. 1,808,000 28.2% Ault Lending, LLC 1,808,000 28.2% Milton C. Ault, III 1,808,000 28.2% Kenneth S. Cragun 667 Less Than 1% Henry C. W. Nisser 0 0% James M. Turner 667 Less Than 1% In the regulatory filing, Ault Alliance disclosed that on December 21, 2023, Ault Lending filed a Verified Complaint in the Court of Chancery of the State of Delaware, bringing derivative claims against (i) the Issuer, (ii) board members Gary Atkinson, Jay B. Foreman, Harvey Judkowitz, Joseph Kling, Bernardo Melo, and Mathieu Peloquin, (iii) Stingray Group, Inc., which is an affiliate of Mr. Peloquin, and (iv) Regalia Ventures, LLC, which is owned and controlled by Mr. Foreman. The Complaint was filed in connection with the Issuer's sale to Stingray and Regalia Ventures of a total of 2,197,802 Shares, or 34% of the Shares outstanding after completion of the sale, on November 21, 2023. As discussed in detail in the Complaint, Ault Lending believes that the director defendants violated their fiduciary duties of care and loyalty by, among other things, approving the transaction with Stingray and Regalia Ventures at an inadequate price following a conflicted and deeply flawed process. Ault Lending is seeking the following relief from the Court: (i) declarations that the defendant directors breached their fiduciary duties, and that Stingray and Regalia Ventures aided and abetted those breaches; (ii) rescinding the Issuer's sale of Shares to Stingray and Regalia Ventures; and (iii) awarding damages and attorneys' fees to Ault Lending. A full-text copy of the Report is available at: https://www.sec.gov/Archives/edgar/data/896493/000121465923016855/j1226231sc13da7.htm About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BACKBEAT BREWING: Taps John F. Sommerstein as Bankruptcy Counsel ---------------------------------------------------------------- Backbeat Brewing Company, LLC and BB Commercial Holdings, LLC seek approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire the Law Offices of John F. Sommerstein as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its power and duties in the continued management and operation of its business and assets; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and respond to creditor inquiries; (c) advise the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of its estate; (d) advise and assist the Debtor in connection with any potential property disposition; (e) assist the Debtor in reviewing, estimating, and resolving claims asserted against the Debtor's estate; (f) negotiate and prepare a feasible plan of reorganization and all related documents; (g) prepare legal documents; and (h) perform all other bankruptcy-related legal services. Mr. Sommerstein, the firm's owner, will be billed at his hourly rate of $450, plus expenses. The firm received a retainer in the amount of $15,000 from the Debtor. Mr. Sommerstein 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: John F. Sommerstein, Esq. Law Offices of John F. Sommerstein 1091 Washington Street Gloucester, MA 01930 Telephone: (617) 523-7474 Email: jfsommer@aol.com About Backbeat Brewing Company Backbeat Brewing Company, LLC and BB Commercial Holdings, LLC filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 23-12113) on Dec. 18, 2023. The Debtors listing up to $50,000 in both assets and liabilities. John F. Sommerstein, Esq. at the Law Offices Of John F. Sommerstein represents the Debtors as counsel. BENGAL FIVE: Seeks to Hire Krish Accounting as Accountant --------------------------------------------------------- Bengal Five, LLC d/b/a Super 8 Hotel seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Krish Accounting and Tax Management, LLC as accountant. The firm's services include bookkeeping, payroll, preparing financials, paying sales tax, tax returns, and annual reports. The firm will be paid at the rate of $500 per month. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Surbhi Pagar Krish Accounting and Tax Management, LLC 6232 Vance Road, Suite 1 Chattanooga, TN 37421 Tel: (703) 501-7128 About Bengal Five, LLC d/b/a Super 8 Hotel Bengal Five LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 1:23-bk-12861-NWW) on December 6, 2023. In the petition signed by AKM Shamsul Munir, managing member, the Debtor disclosed up to $50,000 in both assets and liabilities. Judge Nicholas W. Whittenburg. David J. Fulton, Esq., at Scarborough & Fulton, represents the Debtor as legal counsel. BENITAGO INC: Seeks to Extend Plan Exclusivity to January 31 ------------------------------------------------------------ Benitago Inc. and its affiliates asked the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusive period to file a chapter 11 plan to January 31, 2024, and their exclusive period to solicit acceptances of such chapter 11 plan to March 21, 2024. The Debtors claim that they have made substantial progress and their advisors have spent the last few months engaging with key stakeholders in hard-fought, good-faith negotiations in hopes of obtaining a consensual value-maximizing plan of reorganization, including by engaging in the Court-ordered Mediation with the Committee, CoVenture, and SellersFunding. The Debtors stated, however, that there is still some work to be done in advance of their confirmation hearing, which is set to be held on January 17, 2024. The Debtors explained that an extension of their exclusive periods will provide them with the necessary time and breathing space required to confirm the Plan, without the possibility of competing plans being filed by non- Debtor parties. Unless extended, the Debtors' exclusive filing period and exclusive solicitation periods expire on December 28, 2023 and February 16, 2024, respectively. Benitago Inc. and its affiliates are represented by: Kyle J. Ortiz, Esq. Bryan M. Kotliar, Esq. Amanda C. Glaubach, Esq. Eitan E. Blander, Esq. TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, NY 10119 Tel: (212) 594-5000 About Benitago Inc. Benitago Inc. operates an e-commerce aggregator platform intended to create, acquire and grow businesses. Benitago Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on August 30, 2023. In the petition filed by Thomas Studebaker, as chief restructuring officer, the Debtor reports estimated assets and liabilities (on a consolidated basis) between $50 million and $100 million. Benitago Inc. is a New York-based company, which operates an e-commerce aggregator platform intended to create, acquire and grow businesses. Benitago and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on Aug. 30, 2023. In the petition signed by its chief restructuring officer, Thomas Studebaker, Benitago disclosed $50 million to $100 million in both assets and liabilities. Judge Sean H. Lane oversees the cases. Kyle J. Ortiz, Esq., at Togut Segal & Segal LLP, is the Debtors' legal counsel, and Portage Point Partners is the financial advisor. Stretto Inc. is the notice, claims, and balloting agent. BIRD GLOBAL: Seeks to Hire Berger Singerman LLP as Counsel ---------------------------------------------------------- Bird Global, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Berger Singerman LLP as counsel. The firm will render these services: (a) advise the Debtors with respect to their powers and duties in the continued management of their business operations; (b) advise the Debtors with respect to their responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of these Chapter 11 cases; (d) protect the interests of the Debtors in all matters pending before the court; and (e) represent the Debtors in negotiations with their creditors and in the preparation of a plan. The firm will be paid at these rates: Attorneys $395 to $800 per hour Associate Attorneys $395 to $650 per hour Legal assistants and Paralegals $85 to $295 per hour In addition, the firm will seek reimbursement for expenses incurred. On November 15, 2023, the firm received an initial retainer from the Debtors in the amount of $50,000. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: The firm's current hourly rates for services rendered on behalf of the Debtors are as follows: Attorneys, $395 to $800 per hour; Associate Attorneys, $395 to $650 per hour; Legal assistants and Paralegals, $85 to $295 per hour. These rates have been used since January 1 of this year. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. The firm has provided the Debtors with a prospective budget and staffing plan setting forth the types of timekeepers, numbers thereof, and applicable hourly rates it expects during the chapter 11 cases, which have been approved by the Debtors. The budget and staffing plan cover the period from the Petition Date to May 3, 2024. Paul Steven Singerman, Esq., a member at Berger Singerman, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Steven Singerman, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, Ste. 1900 Miami, FL 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 Email: singerman@bergersingerman.com About Bird Global, Inc. Bird Global, Inc., a micro-mobility operator, is an electric vehicle company dedicated to bringing affordable, environmentally friendly transportation solutions such as e-scooters and e-bikes to communities across the world. Bird Global, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-20514) on December 20, 2023. In the petition signed by Christopher Rankin, chief restructuring officer, Bird Global disclosed up to $500 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts, Esq., at Berger Singerman LLP, represent the Debtor as legal counsel. Teneo Capital LLC is the Debtor's restructuring advisor. Epiq Corporate Restructuring, LLC serves as notice and claims agent. The Senior DIP Parties and Prepetition First Lien Parties, led by MidCap Financial Trust, are represented by Latham & Watkins LLP (James Ktsanes; John Lister; Hugh Murtagh). Covington & Burling LLP (Ronald A. Hewitt) represents the Junior DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the Junior DIP Lenders and Participating Second Lien Parties. BIRD GLOBAL: Seeks to Hire Epiq as Claims and Noticing Agent ------------------------------------------------------------ Bird Global, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Epiq Corporate Restructuring, LLC, as their claims and noticing agent. The firm 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 firm will be paid as follows: Clerical/Administrative Support Waived IT/Programming $55 - $75 per hour Project Managers/Consultants/ Directors $80 - $175 per hour Solicitation Consultant $175 per hour Executive Vice President, Solicitation $195 per hour Executives $No Charge In addition, Epiq will seek reimbursement for expenses incurred. As of the petition date, Epiq held a retainer in the amount of $25,000. Brian Hunt, consulting director at Epiq, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Hunt Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Phone: (646) 282-2532 Email: bhunt@epiqglobal.com About Bird Global, Inc. Bird Global, Inc., a micro-mobility operator, is an electric vehicle company dedicated to bringing affordable, environmentally friendly transportation solutions such as e-scooters and e-bikes to communities across the world. Bird Global, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-20514) on December 20, 2023. In the petition signed by Christopher Rankin, chief restructuring officer, Bird Global disclosed up to $500 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts, Esq., at Berger Singerman LLP, represent the Debtor as legal counsel. Teneo Capital LLC is the Debtor's restructuring advisor. Epiq Corporate Restructuring, LLC serves as notice and claims agent. The Senior DIP Parties and Prepetition First Lien Parties, led by MidCap Financial Trust, are represented by Latham & Watkins LLP (James Ktsanes; John Lister; Hugh Murtagh). Covington & Burling LLP (Ronald A. Hewitt) represents the Junior DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the Junior DIP Lenders and Participating Second Lien Parties. BLUE STAR: All Four Proposals Passed at Annual Meeting ------------------------------------------------------ Blue Star Foods Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company held its Annual Meeting of Stockholders during which the stockholders: (1) approved the issuance of a non-public offering where the maximum number of shares of Common Stock to be issued may exceed 20% of the Company's issued and outstanding capital stock, as required by and in accordance with Nasdaq Marketplace Rule 5635; (2) approved the issuance of shares in a non-public offering where the maximum number of shares of Common Stock to be issued may exceed 20% of the Company's issued and outstanding capital stock, as required by and in accordance with Nasdaq Marketplace Rule 5635; (3) elected John Keeler, Nubar Herian, Jeffrey Guzy, Timothy McLellan, Trond Ringstad, and Silvia Alana as directors to serve a three-year term on the Company's Board of Directors which will expire at the Company's annual meeting of stockholders for fiscal year 2026; and (4) ratified the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2023. 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. BOONE BUILT: Hires Lane Law Firm PLLC as Legal Counsel ------------------------------------------------------ Boone Built Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ The Lane Law Firm PLLC as counsel. The firm will provide these services: a. assist, advise and represent the Debtor relative to the administration of the Chapter 11 case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of Debtor before said Courts and the United States Trustee; and g. perform all other necessary legal services in these cases. The firm will be paid at these rates: Robert C. Lane, Partner $550 per hour Joshua Gordon $500 per hour Associate Attorneys $425 per hour Paralegals/Legal Assistants $150 to $190 per hour The firm will be paid a retainer in the amount of $40,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Lane, Esq., a partner at The Lane Law Firm, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About Boone Built Solutions, LLC Boone Built Solutions, LLC operates a small commercial construction business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51763-mmp) on December 20, 2023. In the petition signed by Dylan J. Boone, owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Michael M. Parker oversees the case. Robert C Lane, Esq., at Lane Law Firm, represents the Debtor as legal counsel. BORINQUEN NATURAL: Trade Creditors to Recover 100% in Plan ---------------------------------------------------------- Borinquen Natural, LLC, submitted a Fourth Amended Disclosure Statement. As of the Petition Date, Debtor's Schedules listed Debtor's personal property consisting of checking accounts, security deposits, accounts receivable, furniture, fixtures, inventory, equipment, prepaid insurance, and prepaid expenses. A detail of Debtor's personal property is included in its Schedule B, available for public inspection at the office of the Clerk of the Bankruptcy Court during regular business hours. Unsecured claims will be treated as follows: Holders of Allowed Secured Tax Claims and Priority Unsecured Tax Claims will recover 100% of their claims. The Holders of Allowed Unsecured Priority Tax Claims, will be paid in full on the Effective Date, in compliance with the provisions set forth by 11 U.S.C. Sec. 1129(a)(9)(C)(II). This class is impaired. Class 1 General Unsecured Claims of Vendors and Trade Creditors total $42,125. The Holders of the allowed general unsecured claims of vendors will be paid in equal monthly installments of $1,833.98 for principal and interest at 4.25% per year, for a period of 24 months, equivalent to 100% of their allowed claims. Class 1 is impaired. Class 2 The Contingent, Disputed & Unliquidated General Unsecured Claims in Legal Proceedings total $1,140,000. On October 16, 2023, NGO Health Distributor, Inc filed an amended proof of claim asserting an unsecured non-priority debt in the amount of $1,140,000. This amended proof of claim is also contingent, disputed & unliquidated, subject to a state court proceeding (that is not being pursued by NGO as of yet) and judgment. Class 2 is impaired. Scenario A: The Holders of the contingent, disputed & unliquidated general unsecured claims subject to legal proceedings in State Court and District Court will receive no distribution under the Plan, as the claims are contingent, disputed & unliquidated, and not Allowed Claims. Scenario B: The claims of the contingent, disputed & unliquidated general unsecured claimants are subject to, contingent and dependent upon the disputed claims being resolved and liquidated in State Court and/or District Court. Debtor will reserve a cash amount of $30,000, to be disbursed pending and upon the final resolution of the legal proceedings. The legal proceedings are in an early stage, under its defense theories Debtor believes that it will prevail, and no amount will be owed under this contingent claims. Notwithstanding, in order to present an alternate contingent scenario, Debtor will reserve this cash amount in its operating account. For the plan's illustration purposes only, the Payment Schedule and Projections under Scenario B shows the reserve disbursement during the third year of the plan. The claims will be paid from the cash resulting from Debtor's operations. Attorneys for Debtor: Myrna L. Ruiz-Olmo, Esq. MRO ATTORNEYS AT LAW, LLC PO Box 367819 San Juan, PR 00936-7819 Tel: (787) 404-2204 E-mail: mro@prbankruptcy.com Web: www.prbankruptcy.com A copy of the Disclosure Statement dated Dec. 27, 2023, is available at https://tinyurl.ph/pSfvt from PacerMonitor.com. About Borinquen Natural Borinquen Natural, LLC, is a corporation organized under the laws of the Commonwealth of Puerto Rico. It is a limited liability company engaged in the distribution and sale of a variety of health food products. Borinquen Natural owns no real estate properties. Borinquen Natural filed a voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case No. 21-01058) on March 31, 2021, listing under $1 million in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at Law, LLC, as bankruptcy counsel and Trebilcock & Rovira, LLC as special litigation counsel. Albert Tamarez-Vasquez, CPA, at Tamarez CPA, LLC, is the Debtor's accountant. BRIGHT HEALTH: J.P. Morgan Reduces Final Repayment Amount by $30M ----------------------------------------------------------------- Bright Health Group, Inc. announced that it entered into an amendment to its credit facility with J.P. Morgan that will reduce the final repayment amount by approximately $30 million to approximately $298 million. Upon payment of such amount, which is expected to be made concurrently with the closing of the sale of the Company's California Medicare Advantage business, the Company's secured debt will be eliminated. The Company expects to use the remaining proceeds from the MA Sale to meaningfully improve the capital position of Bright Health's continuing business. "I am really proud of all we have accomplished this year and look forward to further focusing on the long-term success of our NeueHealth business, which has proven to drive differentiated value for health consumers, providers, and payors across the healthcare ecosystem," said Mike Mikan, president and CEO of Bright Health. "While we have been working on maturing as a company and improving our capital position, we have also continued to relentlessly focus on serving people every day who are in need of high-quality care. We are excited to continue to advance our value-driven, consumer-centric care model as we help align providers and payors to better serve consumers." Upon closing of the MA Sale and the repayment of its secured debt, the Company expects to begin 2024 with approximately $90 million of unregulated cash. In addition, the Company expects to have approximately $155 million in excess cash surplus after reserving for expected medical costs and other anticipated wind-down expenses in its discontinued insurance business (other than the Company's risk adjustment obligations due under the repayment agreements with the Centers for Medicare & Medicaid Services (the "CMS Repayment Agreements")). Additionally, subject to adjustments and the conditions in the MA Sale agreement, the Company expects to receive an additional $110 million from escrow. The Company intends to use such funds if and when received to offset liabilities in its discontinued ACA insurance business, such as the obligations under the CMS Repayment Agreements which come due on or before March 14, 2025. In 2024, Bright Health will solely focus on its continuing business, NeueHealth, increasing access to high-quality healthcare through its differentiated, value-driven care model that serves all populations across the ACA Marketplace, Medicare, and Medicaid. The Company will share its outlook for 2024, which is expected to be positive on an EBITDA basis after adjusting for certain non-cash expenses, in its Fourth Quarter 2023 earnings release. About Bright Health Group Headquartered in Minneapolis, MN, Bright Health Group -- www.brighthealthgroup.com -- is a technology enabled, value-driven healthcare company that organizes and operates networks of affiliate care providers to be successful at managing population risk. The Company focuses on serving aging and underserved consumers that have unmet clinical needs through its Fully Aligned Care Model in Florida, Texas and California. In its Quarterly Report for the three months ended Sept. 30, 2023, Bright Health disclosed that based on its projected cash flows and absent any other action, it may not meet certain covenants under its $350.0 million revolving credit agreement with a syndicate of banks, the fourth waiver under the credit agreement, or the new credit agreement with NEA 18 Venture Growth Equity, L.P. and other lenders, which may result in the obligations under the credit agreement and the new credit agreement being accelerated. The Company will require additional liquidity to meet its obligations as they come due in the 12 months following the date the condensed consolidated financial statements contained in the Quarterly Report are issued. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BRIGHTSTAR PROPERTY: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------------- Brightstar Property Maintenance Services, Inc. asks the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, for authority to use cash collateral and provide adequate protection for 60 days in accordance with the budget. The Debtor faced certain economic setbacks, primarily the loss of two key contracts and employee/contractors performance issues, and took out cash advance funds to help alleviate the adverse conditions but such efforts only deepened the financial problem. The Debtor believes through this reorganization it can restructure, continue operations through the reorganization and become a stronger company. The Secured Lender, Paradise Bank, an SBA loan, is the secured creditor in first position. The Paradise loan is in the amount of $480,000 and the value of the assets of the Debtor (not encumbered by purchase money loans on Trucks, vehicles and other equipment) is approximately $500,000 on the filing date. The Debtor proposes to pay monthly payments to Paradise in the amount of $4,000 as adequate protection commencing month 2. This covers any possible diminution of the Debtor's equipment or other assets upon which it has a first lien. Paradise will benefit by the Debtor's reorganization as a going concern sale as it will maximize the value to the Lender and other creditors. The Debtor also is providing a replacement lien to Paradise. Paradise filed a UCC-1 on October 15, 2019 as to the Debtor's assets which is prior to any other alleged secured creditor. The other alleged secured creditors are either Secured Creditors with purchase money liens on trucks, vehicles or equipment which include (a) Lendspark/Amur; (b) Commercial Equipment Finance International; (c) EC Master Trust /lntegra; (d) Financial Pacific Leasing; (e) LTYX; (t) North Mill Equipment Finance, LLC; (g) Oakmont Capital Services; (h) Targeted Lending Co. LLC. The Debtor is proposing to provide each of the above Purchase Money Lenders a replacement lien on their collateral and commencing month and will propose/negotiate adequate protection payments as appropriate commencing month 3. The other alleged secured creditors are primarily merchant cash advance companies which are subordinate to the secured claim of Paradise and wholly unsecured are: Broadway Capital Funding, LLC, DMKA, LLC, CFG Merchant Solutions, LLC and Wombo, Inc. d/b/a RJN Enterprises. These alleged secured creditors will be provided replacement liens to the extent of their interest. The Debtor offers as adequate protection to Paradise Bank and a replacement lien on any collateral to the same extent, validity and priority that existed prior to the Petition Date, and a monthly. adequate protection payment of $4,000 per month commencing month 2 and 6,000 per month commencing month 3. The other alleged secured creditors will receive replacement liens to the extent of their respective lien interests. The Debtor will propose/negotiate adequate protection payments commencing month 2 as to the Purchase Money Lenders as necessary/appropriate and seek approval form the court for same. A copy of the motion is available at https://urlcurt.com/u?l=7K6Wio from PacerMonitor.com. About Brightstar Property Maintenance Services, Inc. Brightstar Property Maintenance Services, Inc. offers property maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20835) on December 29, 2023. In the petition signed by Leon Nelson, president, the Debtor disclosed $1,100,683 in assets and $1,074,719 in liabilities. Judge Scott M. Grossman oversees the case. Thomas L. Abrams, Esq., at THOMAS L ABRAMS PA, represents the Debtor as legal counsel. BUZZFEED INC: Nears Sale of Complex for More Than $100 Million -------------------------------------------------------------- Lara Sanli of Bloomberg Law reports that BuzzFeed is close to an agreement to sell most of its Complex Networks business to the e-commerce startup Ntwrk for slightly more than $100 million, The Information reports, citing unidentified people familiar with the matter. The sale price will be below the CEO's target of close to $150 million. BuzzFeed may look to other assets to raise cash to pay off notes and accrued interest by next December 2024. Going forward, the company is focused on growing its portfolio of media sites including HuffPost and First We Feast as standalone businesses operating under the BuzzFeed umbrella. About BuzzFeed Inc. BuzzFeed, Inc. is a digital media company that derives its revenue primarily from advertising, content, and commerce and other sold to leading brands. BYBLOS ADONIS: Gregory Jones Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 16 appointed Gregory Jones, Esq., at Stradling Yocca Carlson & Rauth, PC as Subchapter V trustee for Byblos Adonis Investment Group, Inc. Mr. Jones will be paid an hourly fee of $550 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Jones declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gregory K. Jones, Esq. Stradling Yocca Carlson & Rauth, PC 10100 N. Santa Monica Boulevard, Suite 1400 Los Angeles, CA 90067 Telephone: (424) 214-7000 Facsimile: (424 214-7010 Email: gjones@stradlinglaw.com About Byblos Adonis Investment Group Byblos Adonis Investment Group Inc. is a Chula Vista-based company engaged in the real estate rental business. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-18527) on December 26, 2023, with $3,145,658 in assets and $3,386,195 in liabilities. Edward Wehbe, president, signed the petition. Judge Sandra R. Klein oversees the case. Raymond John Bekeris, Esq., at Bekeris represents the Debtor as legal counsel. CANO HEALTH: ITC, Elliot Cooperstone Hold 30% of Class A Shares --------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, the following entities reported beneficial ownership of shares of Class A Common Stock, $0.01 par value per share, of Cano Health, Inc. as of Dec. 21, 2023: Shares Percent Beneficially of Reporting Person Owned Class ITC Rumba, LLC 1,346,210 30% Elliot Cooperstone 1,346,358 30% The percentage is based on (i) 2,887,608 shares of Class A Common Stock of the Issuer outstanding as of Nov. 9, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on Nov. 13, 2023, (ii) 532,603 shares of Class B Common Stock previously converted into Class A Common Stock by ITC Rumba, LLC, and (iii) 1,065,206 shares of Class B Common Stock of the Issuer held by ITC Rumba, LLC, which are convertible into shares of Class A Common Stock of the Issuer on a one-for-one basis at any time at the option of the holder. Mr. Cooperstone directly holds 148 shares of Class A Common Stock of the Issuer. ITC Rumba, LLC directly holds 281,004 shares of Class A Common Stock of the Issuer and 1,065,206 shares of Class B Common Stock of the Issuer. Mr. Cooperstone is the founder and managing partner of ITC Rumba, LLC and may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities. On Dec. 15, 2023, ITC Rumba, LLC exchanged 532,603 PCIH Common Units, together with the surrender and cancellation of the same number of shares of Class B Common Stock, for an equal number of shares of Class A Common Stock, pursuant to the Second Amended and Restated Limited Liability Company Agreement of Primary Care (ITC) Intermediate Holdings, LLC. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1800682/000119312523306030/d678148dsc13da.htm About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. * * * As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing, debt restructuring, or missed interest payment." CANO HEALTH: Receives NYSE Notice of Non-Compliance --------------------------------------------------- Cano Health, Inc. announced that it was notified by NYSE Regulation Inc. that it is not in compliance with Section 802.01B of the NYSE Listed Company Manual because the Company's total market capitalization has been less than $50 million over a 30 trading-day period and its stockholders' equity is less than $50 million. Pursuant to the Listing Rule, the Company has 10 business days from receipt of the Notice to send a letter to the NYSE confirming receipt of the Notice and to indicate whether it intends to cure the deficiencies. If the Company determines to cure such deficiencies, the Company would then submit a business plan within 45 days of receipt of the Notice that demonstrates that the Company will regain compliance with the Listing Rule within 18 months of receipt of the Notice. Upon receipt of the Plan, the NYSE would have up to 45 days to review and determine whether the Company has made a reasonable demonstration of its ability to come into conformity with the relevant standards within the cure period. The NYSE may either accept the Plan, at which time the Company would be subject to ongoing quarterly monitoring for compliance with the Plan, or the NYSE may not accept the Plan and the Company would be subject to suspension and delisting proceedings. Under the NYSE rules, during the 18-month cure period, the Company's Class A common stock will remain eligible for continued listing and trading on the NYSE, subject to the Company's compliance with other continued listing requirements. The current noncompliance with the NYSE Listing Rule does not affect the Company's ongoing business operations or its U.S. Securities and Exchange Commission reporting requirements, nor does it trigger any violation of its material debt or other obligations. As previously disclosed by the Company, including in its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2023, filed with the SEC on Nov. 13, 2023, the Company has shifted its strategic direction to focus on executing its Transformation Plan that is designed to: (i) improve the Company's Medical Cost Ratio ("MCR"); (ii) reduce its direct patient expense ("DPE") and selling, general & administrative ("SG&A") expenses; (iii) improve the Company's gross profit and Adjusted EBITDA; and (iv) maximize the Company's productivity, cash flow and liquidity. The Transformation Plan primarily includes the following measures: * Driving medical cost management initiatives to improve the Company's MCR; * Lowering third party medical costs through negotiations with payors, including restructuring contractual arrangements with payors and specialty network; * Expanding initiatives to optimize its DPE and SG&A expenses -- + reducing operating expenses, including reduction of permanent staff; and + significantly reducing all other non-essential spending; * Prioritizing the Company's Medicare Advantage and ACO Reach lines of business through improving patient engagement and access; * Divesting and consolidating certain assets and operations, inclusive of exiting certain markets -- + exiting its Puerto Rico operations by the beginning of 2024; + conducting a strategic review of the Company’s Medicaid business in Florida, pharmacy assets and other specialty practices; and + consolidating underperforming owned medical centers and delaying renovations and other capital projects; * Evaluating the performance its affiliate provider relationship- + terminating underperforming affiliate partnerships; and * Pursuing a comprehensive process to identify and evaluate interest in a sale of the Company, or all or substantially all of its assets, including having engaged advisors to assist in the process. As a result of accelerating these initiatives, the Transformation Plan is now targeted to achieve approximately $290 million of cost reductions by the end of 2024, inclusive of the $65 million of planned cost reductions previously disclosed. The Company expects to recognize approximately $30 million in pre-tax charges to implement these plans during 2024, consisting principally of lease exit costs and employee termination benefits. The Company expects that substantially all of these charges will be paid in cash over 2024 and 2025. As part of this strategic shift, the Company also has been engaged in reviewing and continues to review strategic alternatives to recapitalize, refinance or otherwise optimize its capital structure, which may ultimately result in the Company pursuing one or more significant corporate transactions or other remedial measures. The Ongoing Review includes an evaluation of available options to regain compliance with the Listing Rule. The Company can provide no assurances that it will be able to satisfy any of the steps outlined above and maintain the listing of its shares on the NYSE or the results of the Ongoing Review. About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. * * * As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing, debt restructuring, or missed interest payment." CELSIUS NETWORK: Anticipates to Exit Chapter 11 in Early 2024 ------------------------------------------------------------- Reuters reports that a U.S. bankruptcy judge has approved cryptocurrency lender Celsius Network's pivot to bitcoin mining, ruling that the company could deviate from a previously approved bankruptcy plan because creditors and customers were no worse off under the new restructuring. U.S. Bankruptcy Judge Martin Glenn in Manhattan said the bankruptcy plan approved in November contained enough flexibility to allow Celsius to switch to a backup plan after it hit a road block with the U.S. Securities and Exchange Commission. Celsius filed for Chapter 11 protection in July 2022, one of several crypto lenders to go bankrupt following the rapid growth of the industry during the COVID-19 pandemic. Celsius had scaled back broader ambitions to earn fees from validating crypto transactions and start new lines of business after the SEC rejected that plan. The switch also meant that Celsius would part ways with some of the outside bidders that were selected to manage the new company, leaving mining company US Bitcoin Corp squarely in charge of running the new, creditor-owned mining business. US Bitcoin Corp, founded by Hut 8's Asher Genoot, was originally going to manage Celsius alongside other companies in a consortium of bidders which included Arrington Capital and was collectively called "Fahrenheit." Some creditors, as well as the U.S. Department of Justice's bankruptcy watchdog, argued that the change was significant enough that Celsius should have to put the proposal up for a new vote by creditors. Judge Glenn was initially sympathetic to that argument, saying during a Nov. 30 court hearing that the mining plan was "not the deal that the creditors voted on." But Glenn ultimately approved the deal without requiring a new vote. "This is a significant day for Celsius creditors and our focus on promptly distributing cryptocurrency continues to guide us," Celsius' interim CEO, Chris Ferraro, said on Thursday. Celsius expects to emerge from bankruptcy in early 2024. Celsius' scaled-back bankruptcy plan also frees up $225 million in cryptocurrency assets that would have been used to fund the new business lines that were rejected by the SEC. As a result, more cryptocurrency from Celsius will be returned to customers, Glenn wrote, and customers will also receive equity shares in the new bitcoin mining business. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP as bankruptcy counsel; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC, as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CELSIUS NETWORK: Cleared to Start Post-Bankruptcy Business Plan --------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that a bankruptcy judge ruled that Celsius Network LLC can pivot its post-bankruptcy business plan to one focused solely on Bitcoin mining without resoliciting votes from creditors. Celsius, the failed crypto lending platform founded by Alex Mashinsky, is free to toggle to an alternative wind-down plan because it's within the terms of the original proposal, Judge Martin Glenn of the US Bankruptcy Court for the Southern District of New York said in an opinion Wednesday, December 27, 2023. Under a bankruptcy plan approved in November 2023, Celsius had attempted to emerge from Chapter 11 as Fahrenheit LLC, a public crypto mining company. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP as bankruptcy counsel; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC, as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CELULARITY INC: Robin Smith Quits From Board -------------------------------------------- Celularity Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that Robin L. Smith, MD, a Class II member of the board of directors of the Company, notified the board of directors of her intention to resign as a member of the board effective Dec. 24, 2023. According to the Company, Dr. Smith's decision to resign was not reported to be due to any disagreement with Celularity on any matter, or relating to its operations, policies, or practices. About Celularity Celularity Inc. (Nasdaq: CELU) headquartered in Florham Park, N.J., is a biotechnology company leading the next evolution in cellular and regenerative medicine by developing allogeneic cryopreserved off-the-shelf placental-derived cell therapies, including therapeutic programs using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. These therapeutic programs target indications in autoimmune, infectious and degenerative diseases, and cancer. In addition, Celularity develops, manufactures and commercializes innovative biomaterial products also derived from the postpartum placenta. Celularity believes that by harnessing the placenta's unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies. Morristown, New Jersey-based Deloitte & Touche LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations since inception that raise substantial doubt about its ability to continue as a going concern. CENTURY GRANITE: Seeks to Hire Stone & Baxter, LLP as Counsel ------------------------------------------------------------- Century Granite Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Stone & Baxter, LLP as its counsel. The Debtor requires legal counsel to: (a) give advice regarding the powers and duties of the Debtor in the continued operation of the business and management of the Debtor; (b) prepare legal papers; (c) continue existing litigation, if any, to which the Debtor may be a party and conduct examinations incidental to the administration of its estate; (d) take any and all necessary actions for the proper preservation and administration of the Debtor's estate; (e) assist the Debtor with the preparation and filing of its statement of financial affairs and schedules and lists as are appropriate; (f) take whatever actions are necessary with reference to the use by the Debtor of its property pledged as collateral and to preserve the same for the benefit of the Debtor and secured creditors; (g) assert, as directed by the Debtor, all claims the Debtor has against others; (h) assist the Debtor in connection with claims for taxes made by governmental units; (i) assist the Debtor in preparation of its Plan of Reorganization and confirmation thereto; and (j) perform all other legal services for the Debtor as it may deem necessary. The hourly rates of the firm's counsel and staff are as follows: Attorneys $200 - $500 Paralegals/Research Assistants $135 In addition, the firm will seek reimbursement for expenses. Stone & Baxter received collectively from Debtor and Global Values an initial deposit of $45,159. David Bury, Jr., Esq., a partner at Stone & Baxter, 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: David L. Bury, Jr., Esq. G. Daniel Taylor, Esq. STONE & BAXTER, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Telephone: (478) 750-9898 Facsimile: (478) 750-9899 Email: dbury@stoneandbaxter.com dtaylor@stoneandbaxter.com About Century Granite Company, Inc. Century Granite Company, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-30611) on December 4, 2023. In the petition signed by Anand S. Anandan, president/CEO, the Debtor disclosed up to $10 million in both assets and liabilities. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, represents the Debtor as legal counsel. CHIPS DAIQUIRIS AIRLINE: Seeks Chapter 11 Bankruptcy Protection --------------------------------------------------------------- Chips Daiquiris Airline LLC filed for chapter 11 protection in the Western District of Louisiana. The Debtor reports between $500,000 and $1 million. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for January 18, 2024, at 10:00 AM at UST-LA3, TELEPHONIC MEETING. CONFERENCE LINE: 866-762-6425, PARTICIPANT CODE:8530051#. About Chips Daiquiris Airline Chips Daiquiris Airline LLC is a limited liability company in Louisiana. Chips Daiquiris Airline sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 23-50947) on Dec. 22, 2023. In the petition filed by David Allen Burleson, Jr., as manager, the Debtor estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. Honorable Bankruptcy Judge John W Kolwe oversees the case. The Debtor is represented by: Thomas E. St. Germain, Esq. Weinstein & St. Germain, LLC 140 Helen Garland Drive Opelousas, LA 70570 CHISHOLM TRUCK: Hires Law Offices of Jjais A. Forde as Counsel -------------------------------------------------------------- Chisholm Truck Lines, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Jjais A. Forde, PLLC as its counsel. The firm's services include: (a) consulting with the Debtor concerning the administration of its Chapter 11 case; (b) investigating the Debtor's past transactions; (c) commencing actions with respect to the Debtor's avoiding powers under the Bankruptcy Code; (d) advising the Debtor with respect to transactions entered into during the pendency of the Debtor's case; (e) assisting the Debtor in the formation of a Chapter 11 plan; and (f) providing other legal services. The firm will be paid at these rates: Senior Counsel $450 per hour Associate $275 to $325 per hour Paralegal $175 per hour Administrative Assistant $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jjais A. Forde, Esq., a partner at Law Offices of Jjais A. Forde, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jjais A. Forde, Esq. LAW OFFICES OF JJAIS A. FORDE, PLLC 814 W Merrick Road Valley Stream, NY 11580-4829 Tel: (516) 350-8325 Fax: (516) 350-5565 Email: bankruptcy@fordelawoffices.com About Chisholm Truck Lines, Inc. The Debtor is part of the general freight trucking industry. Chisholm Truck Lines, Inc. in Queens Village NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-44228) on November 20, 2023, listing $166,000 in assets and $1,501,281 in liabilities. Greg Anthony Chisholm as owner, signed the petition. Judge Jil Mazer-Marino oversees the case. LAW OFFICES OF JJAIS A. FORDE, PLLC serve as the Debtor's legal counsel. CITIUS PHARMACEUTICALS: Incurs $32.5M Net Loss in FY Ended Sept. 30 ------------------------------------------------------------------- Citius Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $32.54 million on $0 of revenues for the year ended Sept. 30, 2023, compared to a net loss of $33.64 million on $0 of revenues for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $103.61 million in total assets, $12.18 million in total liabilities, and $91.43 million in total equity. Boston, Massachusetts-based Wolf & Company, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 29, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Citius said, "Based on our cash and cash equivalents at September 30, 2023, we expect that we will have sufficient funds to continue our operations through August 2024. We expect to raise additional capital in the future to support our operations beyond August 2024. There is no assurance, however, that we will be successful in raising the needed capital or that the proceeds will be received in an amount or in a timely manner to support our operations." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1506251/000121390023099889/f10k2023_citiuspharma.htm About Citius Pharmaceuticals Inc Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com-- is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products targeting unmet needs with a focus on anti-infectives, cancer care and unique prescription products. COMSERO INC: Startup mcSquares Seeks Chapter 11 Bankruptcy ---------------------------------------------------------- Cassidy Ritter of Colorado Inno reports that reusable sticky note startup mcSquares, which also does business as M.C. Squares, filed for Chapter 11 bankruptcy protection just days before Christmas. Thornton-based mcSquares sells reusable home, office and classroom products such as sticky notes, planners, calendars and to-do lists. Filing for Chapter 11 allows mcSquares to restructure and remain operational. According to the filing, the company will propose a reorganization plan that suits the best interests of its creditors. A plan has not yet been filed with the District of Colorado bankruptcy court. According to the December 22, 2023 bankruptcy filing, mcSquares owes between 20 and 49 creditors approximately $3.34 million. The filing also states that mcSquares has roughly $906,000 in assets and about $5.7 million in net operating losses. McSquares was founded in 2015 by serial entrepreneur Anthony Franco. McSquares is Franco's fifth business, according to the startup's website. The startup gained popularity after appearing on ABC's "Shark Tank" in 2020, where mcSquares signed a deal with investor Kevin O'Leary. Four months after the show aired, Franco told Colorado Inno that terms of the deal with O'Leary changed from the initial $300,000 for 25% of the startup to $50,000 for an 11% stake. Franco said this was because capital became less important for mcSquares after it experienced rapid growth at the beginning of 2020. At the time, the startup planned to grow its team from 10 to 25 employees. O'Leary's company was listed as one of 20 creditors with the largest unsecured claims owed by mcSquares. The filing lists $33,658 in unsecured claims owed to Boston-based O'Leary Productions. The list also named New Jersey-based Integral Micro Cap Opportunity Fund (owed $850,000 from a convertible note), venture capital firm Denver Angels (owed $408,700 from a convertible note) and the Colorado Small Business Administration office (owed $362,457.48). McSquares' Franco was also listed twice for a $534,686.63 loan to the company and $31,738 in a "short-term cash flow loan & retainer funding." The same document lists $22,744.79 in personal property taxes due to Adams County. McSquares has raised a handful of funding rounds to date, including more than $1 million through crowdfunding campaigns and more than $660,000 from Denver Angels. About Comsero Inc. Comsero Inc., doing business as M.C. Squares, is a Denver-based start-up, creates magnetic, dry-erase products as an alternative to disposable sticky notes. Comsero Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 23-15959) on Dec. 22, 2023. In the petition filed by Anthony Franco, as CEO, the Debtor reported total assets of $906,316 and estimated liabilities of $3,336,200. The Honorable Bankruptcy Judge Michael E. Romero handles the case. The Debtor is represented by: Keri L. Riley, Esq. Kutner Brinen Dickey Riley, P.C. 550 Thornton Pkwy, Unit 208 Thornton, CO 80229 Tel: 303-832-2400 Email: klr@kutnerlaw.com CORE SCIENTIFIC: Court Conditionally Approves Plan Outline ---------------------------------------------------------- Core Scientific, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that on December 28, 2023, the U.S. Bankruptcy Court for the Southern District of Texas issued an order, among other things, conditionally approving the Disclosure Statement and Initial Disclosure Statement Supplement. Additionally, the Debtors filed with the Bankruptcy Court (i) the solicitation version of the Fourth Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc. and its Debtor Affiliates and (ii) the solicitation version of the supplement to the Disclosure Statement. The Disclosure Statement and Disclosure Statement Supplement describe, among other things, the Fourth Amended Plan; the restructuring of the Debtors; the events leading to the Chapter 11 Cases; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Fourth Amended Plan from certain of the Debtors' creditors; and certain other aspects of the Restructuring. Although the Debtors intend to pursue the Restructuring in accordance with the terms set forth in the Fourth Amended Plan, there can be no assurance that the Fourth Amended Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the Restructuring or any other similar transaction on the terms set forth in the Fourth Amended Plan, on different terms or at all Information contained in the Fourth Amended Plan and the Disclosure Statement is subject to change, whether as a result of amendments or supplements to the Fourth Amended Plan or Disclosure Statement, third-party actions, or otherwise, and should not be relied upon by any party. Such amendments and supplements will also be available for review and free of charge online at cases.stretto.com/CoreScientific/. Copies of the Fourth Amended Plan and the Disclosure Statement Supplement are available at http://tinyurl.com/yc2uttcjand http://tinyurl.com/59p8y46f,respectively. As of the date of this filing, the Company has reached agreements in principle concerning the material terms of the Restructuring and support for the Fourth Amended Plan with all of its key stakeholders. Such agreements are embodied in the Fourth Amended Plan. 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. Texas 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. Judge Christopher M. Lopez oversees the cases. 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. CREATIVE REALITIES: Pinnacle, Barry Kitt Own Less Than 5% Stake --------------------------------------------------------------- Pinnacle Family Office Investments, L.P., and Barry M. Kitt disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 22, 2023, they beneficially owned common stock equal to less than 5% of outstanding Common Shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1356093/000106299323023224/formsc13ga.htm About Creative Realities Creative Realities, Inc. -- http://www.cri.com-- helps clients use place-based digital media to achieve business objectives such as increased revenue, enhanced customer experiences, and improved productivity. The Company designs, develops and deploys digital signage experiences for enterprise-level networks, and is actively providing recurring SaaS and support services across diverse vertical markets, including but not limited to retail, automotive, digital-out-of-home (DOOH) advertising networks, convenience stores, foodservice/QSR, gaming, theater, and stadium venues. Creative Realities said in its Quarterly Report for the period ended Sept. 30, 2023, that as at Sept. 30, 2023, the Company has an accumulated deficit of $54,765,000 negative working capital of $2,157,000 including current debt obligations of $4,211,000 and cash of $8,376,000. For the nine months ended Sept. 30, 2023, the Company incurred an operating loss of $630,000 and generated positive net cash flows from operations of $8,306,000. Pursuant to the Second Amended and Restated Credit and Security Agreement made between the Company and Slipstream Communications, LLC, the Company is required and began to make monthly repayments of principal on the Consolidation Term Loan on Sept. 1, 2023. The monthly principal payment is approximately $370,000 and will continue on the first day of each month thereafter until the Maturity Date on Feb. 17, 2025, with total principal repayments of $4,440,000 during the twelve months subsequent to the reporting date of these Condensed Consolidated Financial Statements. The Company said that servicing this principal repayment raises substantial doubt about the Company's ability to continue as a going concern. DEAN GUTIERREZ: Unsecureds Will Get 100% of Claims in Plan ---------------------------------------------------------- Dean Gutierrez Investments, LP, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement describing Chapter 11 Plan dated January 1, 2023. The Debtor is a limited partnership formed under the laws of Texas. Since 2019, the Debtor has been in the business of operating a restaurant business in Brownsville, Cameron County, Texas. Debtor owns the property more commonly known as 54 Boca Chica Blvd., Brownsville, Cameron County, Texas in which it currently operates a restaurant business ("Trevinos Restaurant"). Debtor began its business on or around June 2019. Closing of this restaurant as a health and safety response to the spread of the COVID virus in Brownsville, Texas seriously affected the financial health of the Debtor at a time that the Debtor, a startup, was in its initial phase of acquiring its clientele. Following the COVID impact, the inflation of wholesale prices raised the prices of Debtor's offerings to the public again limiting the Debtor's ability to keep its clientele and as a natural consequence the Debtor became unable to service its debts. Debtor's largest creditor began foreclosure proceedings and Debtor filed for bankruptcy protection. Class 3 consists of general unsecured claims. General unsecured claims ($92,300) are not secured by property of the estate and are not entitled to priority under Section 507(a) of the Code. Except as specifically provided for elsewhere, each holder of an Allowed Claim in Class 3 shall receive 100% distribution upon the sale of Debtor's real and personal property. The unsecured claimants shall be paid from the closing of the sale of the real properties and the personal property of the Debtor, following the payments of closing costs or other costs associated with the sales. Debtor shall distribute funds only upon approval from the bankruptcy court. Equity Interest holders Melissa Gutierrez and Dean Gutierrez interests are junior to all other interest holders. If upon the sale of the real and personal property of the Debtor, the unsecureds have not been paid 100%, the Equity Interest holders shall lose their claims or interests in the Debtor. Payments and distributions under the Plan will be funded by the following: * The sale of the real property with address of 54 Boca Chica Blvd, Brownsville Texas shall generate proceeds sufficient to pay the lien holders, priority tax claims and unsecured claims in that order. The purchase is dependent on approval of insider Dean Gutierrez' loan application in an effort to pay off the main lienholder through the creation of a separate entity which proposes to purchase the property as part of its business plan. A decision on approving the loan process is estimated to occur in mid January 2024. * Debtor shall look to sell the contract on the house at BEL AIRE HEIGHTS LOT 37 BLK 3 an Addition to the City of Brownsville, Cameron County, Texas otherwise known as 1134 Anita Ct. Brownsville, TX 78523. Fifty-eight thousand dollars remains owing on the contract of which $25,000 is due to Debtor and $28,000 is due and owing to Montanaro Investments. * Additionally, Debtor shall begin collection efforts on approximately $31,000 of credit card money withheld by Merchant Services through negotiations or litigation. * Also, Debtor shall hire an auctioneer to sell the personal property of the business, if it can't obtain good offers on the purchase of the equipment. * The Debtor believes that it can litigate a case against a former attorney of the Debtor for deficient performance while defending case against unsecured creditor Leonardo Perez. Finding an attorney to take it on a contingent basis will be a high hurdle but not insurmountable. Debtor intends to sue for $75000 judgment awarded to Leonardo Perez and exemplary damages of $150,000. * Debtor's prior thoughts on litigating City of Brownsville's refusal to allow/permit Debtor to install an advertising sign toward a judgment may be a longer term project. A full-text copy of the Disclosure Statement dated January 1, 2024 is available at https://urlcurt.com/u?l=PgIrmr from PacerMonitor.com at no charge. Counsel for Debtor: Antonio Martinez, Jr., Esq. Law Office of Antonio Martinez, Jr. 515 W. Nolana Ave. Suite B McAllen, TX 78504 Office: 956-683-1090 Direct: 956-789-5393 Email:martinez.tony.jr@gmail.com About Dean Gutierrez Investments Dean Gutierrez Investments, LP's business is in operating a food restaurant in Brownsville, Cameron County, Texas and in constructing residences on subdivision lots in Cameron County, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-10116) on July 3, 2023. In the petition signed by Melissa Gutierrez, general partner, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Antonio Martinez Jr., Esq., at Law Office of Antonio Martinez, Jr. PC, represents the Debtor as legal counsel. DELIVERY & DISTRIBUTION: Taps Gregory K. Stern, P.C. as Counsel --------------------------------------------------------------- Delivery & Distribution Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gregory K. Stern, P.C. as its legal counsel. The firm's legal services include: (a) reviewing assets, liabilities, loan documentation, executory contracts and other relevant documentation; (b) preparing list of creditors, list of 20 largest unsecured creditors, schedules and statement of financial affairs; (c) giving the Debtor legal advice with respect to its powers and duties in the operation and management of its financial affairs; (d) assisting the Debtor in the preparation of schedules, statement of affairs and other necessary documents; (e) preparing legal papers; (f) negotiating with creditors and other parties in interest, attending court hearings, meetings of creditors and meetings with other parties in interest; (g) reviewing proofs of claim and solicitation of creditors' acceptances of plan; and (h) performing other legal services. The firm will be paid at these rates: Gregory K. Stern, Esq. $650 per hour Dennis E. Quaid, Esq. $550 per hour Monica C. O'Brien, Esq. $500 per hour Rachel S. Sandler, Esq. $400 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor an advance payment of $20,000. As disclosed in court filings, Gregory K. Stern, P.C. is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory K. Stern, Esq. Dennis E. Quaid, Esq. Monica C. O'Brien, Esq. Rachel S. Sandler, Esq. GREGORY K. STERN, P.C. 53 West Jackson Boulevard, Suite 1442 Chicago, IL 60604 Phone: (312) 427-1558 Email: greg@gregstern.com dquaid3@gmail.com monica@gregstern.com rachel@gregstern.com About Delivery & Distribution Delivery & Distribution Solutions, LLC is a full-service courier and logistics company. The company is based in Burr Ridge, Ill. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-16492) on December 8, 2023, with $296,002 in assets and $1,275,911 in liabilities. Denis Monroe, managing member, signed the petition. Gregory K. Stern, Esq., at Gregory K. Stern, P.C. represents the Debtor as legal counsel. DENT TECH: Exclusivity Period Extended to February 26 ----------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York extended Dent Tech Laboratory, Inc.'s exclusivity period to confirm a plan and disclosure statement to February 26, 2024. About Dent Tech Laboratory Dent Tech Laboratory, Inc., operates a dental laboratories business. Dent Tech Laboratory sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41469) on June 23, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Gregory B. Mashevich, president, signed the petition. Judge Elizabeth S. Stong oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and Wisdom Professional Services, Inc., serve as the Debtor's legal counsel and accountant, respectively. DIOCESE OF ROCHESTER: Court Moves Plan Ballots Consideration ------------------------------------------------------------ Will Astor of Rochester Beacon reports that Diocese of Rochester bankruptcy resolution remains elusive. Bankruptcy Judge Paul Warren has postponed his consideration of whether ballots on plan and disclosure statements might be ready to be mailed to abuse survivors in the Roman Catholic Diocese of Rochester's Chapter 11 bankruptcy. He set another hearing for the end of January 2023. A vote by abuse survivors would be a first step toward bringing the more than four-year-old case to a conclusion. If survivors approve a plan, Warren's approval would then be needed. The main sticking point in the drawn-out case is how much Continental Insurance, also known as CNA, might contribute to a fund out of which survivors would be compensated for abuse suffered decades ago at the hands of priests and other church officials. If Continental and other parties were to reach an agreement on the insurer's contribution, the case might proceed relatively quickly. At present, such an agreement seems unlikely, however. Seeking to deal with hundreds of abuse claims, the diocese asked for court protection in September 2019, a month after New York's Child Victims Act took effect. The act created a temporary window for victims of long-past abuse to pursue abusers who otherwise were protected by a statute of limitations. Early on, diocesan officials said they were counting on the diocese's liability carriers to shoulder much of the more than $100 million in anticipated CVA claims. Led by Continental, several insurers balked, threatening to have some or all claims thrown out. Warren shortly ordered the diocese, insurers and the bankruptcy's official creditors committee into closed-door negotiations to hammer out an agreement. The committee is a body made up of abuse survivors charged by the U.S. Trustee with looking out for survivors' interests. The talks didn’t go quickly or smoothly. Only this 2023, after the committee rejected a series of offers agreed to by the diocese and various insurers, did the diocese, insurers and the committee jointly agree to terms and file a plan. As written, that plan would create a $127.35 million trust out of which survivors would be paid. To arrive at that sum, several insurers agreed to up their contributions to amounts totaling $27.5 million that were satisfactory to the committee. The diocese, meanwhile, agreed to add contributions by parishes, which it previously vowed to keep out of any settlement, to bring the church’s total contribution to $55 million. Continental did not agree to a sum acceptable to the committee, leading the diocese to include a feature in its plan that would let survivors sue Continental in state court after the bankruptcy is resolved. Objecting that such a feature could leave it open to incalculable costs, Continental responded by filing a rival plan under which it would make a $75 million contribution to the trust in exchange for immunity from future court actions against it by survivors. Complaining that amount still falls far short of what other insurers have agreed to pay on a per-survivor basis, the committee spurned the Continental plan. Continental also objected to the diocese plan. In a recent ruling, Warren called his recent attempts to bring Continental, the diocese and the committee to the table to work out a settlement "a perhaps naïve but well-intended effort." During a lengthy Dec. 19 hearing, the judge said his preference would now be to delay any definitive action in the case until as late as June 23, 2024, the last date at which the U.S. Supreme Court is expected to rule on an unrelated case that could bear on the diocese bankruptcy. Diocese attorney Stephen Donato repeatedly urged Warren not to wait that long but to let the 485 abuse survivors who are creditors in the bankruptcy vote on the plans as currently submitted. While Warren said that there are many potentially complicating factors to be hammered out before plans can be sent out, Donato maintained that the diocese plan would be "100 percent" approved by survivors, obviating any such concerns. While Continental remains "the only dissatisfied customer" among the diocese's insurance carriers, Continental and other parties have “come a heck of a long way" in negotiations, Donato told the court. Though they are still at odds over how much Continental might contribute, the diocese attorney explained, Continental, the diocese and the committee are "99 percent there" on a plan to jointly present survivors with a single ballot that would let them vote for either Continental's or the diocese's reorganization plan or submit a ranked-choice vote favoring either as a first or second choice. Citing concerns raised by the U.S. Trustee and others including himself over whether either plan would ultimately be confirmable, Warren referred the parties to a December 14, 2023 letter to the court from an anonymous survivor who wrote that after closely following the case's voluminous filings for years, he or she agreed with the U.S. Trustee's motion urging that the court reject both plans. Stating that it is "beyond belief … that we have entered the fifth year of this long-protracted court case," the anonymous survivor called the Trustee's motion to shelve both plans "a breath of fresh air." Neither the diocese plan nor Continental's rival submission specifies how much or when individual survivors would be compensated, the anonymous survivor wrote. "In a nutshell," the survivor asked, "how is a survivor to vote on a plan when it is unsure how much the survivor will receive and when the survivor will receive the funds?" Objecting to the impenetrable legal verbiage in the case's voluminous filings, the survivor continued, "and here's an idea, could we have a plan that's written in plain language filed so that a survivor could understand the (plan)? A plan written by long-winded lawyers for other lawyers is not very helpful." His own concerns over both plans' ultimate confirmability as currently written, as well as the U.S. Trustee's, should be seen as "a yellow flashing light by the parties," Warren warned. Still, the judge ordered the diocese and Continental to turn in two-page, plain-language summaries of the plans each has submitted for him to consider prior to the Jan. 30 hearing. Other matters remaining to be resolved include a bid by Continental to sue the diocese for expenses the insurer claims to have suffered and could bear in the future as a result of the diocese's decision to pull out of a 2022 deal that would have had Continental contribute $63.5 million toward a settlement in exchange immunity from survivors' state-court claims. The diocese and the committee have each submitted papers seeking to have the insurer's suit dismissed. While survivors wait to be compensated as legal wrangling continues, the diocese had, as of Oct. 31, paid $12.5 million to lawyers, accountants and consultants working on the case. It continues to pay such expenses in monthly six-figure sums. About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. DURAND LAND: Hires Christianson & Freund as Counsel --------------------------------------------------- Durand Land Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Christianson & Freund, LLC to serve as legal counsel in its Chapter 11 case. The firm will be as follows: Attorneys $340 per hour Support Staff $170 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joshua Christianson, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joshua D. Christianson, Esq. CHRISTIANSON & FREUND, LLC 920 So. Farwell St., Ste. 1800 P.O. Box 222 Eau Claire, WI 54702-0222 Telephone: (715) 832-1800 Email: lawfirm@cf.legal About Durand Land Holdings, LLC Durand Land Holdings, LLC filed Chapter 11 petition (Bankr. W.D. Wis. Case No. 23-12045) on Nov. 14, 2023, with as much as $50,000 in both assets and liabilities. Judge Catherine J. Furay oversees the case. Joshua D. Christianson, Esq., at Christianson & Freund, LLC is the Debtor's legal counsel. DWYERS AT HERRON: Taps Law Office Joy Lee Barnhart as Counsel ------------------------------------------------------------- Dwyers at Herron Island, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ the Law Office of Joy Lee Barnhart as its counsel. The firm will render these services: a. take all actions necessary to protect and preserve Debtor's bankruptcy estate, including prosecution of actions on the Debtor's behalf. To undertake, in conjunction as appropriate with special litigation counsel, the defense of any action commenced by the Debtor, negotiations concerning litigation in which Debtor is involved, objections to claims filed against the Debtor in this bankruptcy case, and the compromise and settlement of claims; b. prepare or assist the Debtor in preparing, the necessary applications, motions, memoranda, responses, complaints, answers, orders, notices, reports and papers required from Debtor as debtor-in-possession in connection with administration of this case; c. negotiate with creditors concerning a Chapter 11 plan, to prepare a Chapter 11 plan and disclosure statement and related documents, and to take the steps necessary to confirm and implement the proposed plan of liquidation; and d. provide such other legal advice or services as may be required in connection with the Chapter 11 case. The Debtor has agreed to compensate Joy Lee Barnhart, Esq., owner, on the basis of an hourly rate of $375 per hour and $80 per hour for paralegal services. As disclosed in the court filings, the Law Office of Joy Lee Barnhart is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Joy Lee Barnhart, Esq. THE LAW OFFICE OF JOY LEE BARNHART 15 South Grady Way, Suite 535 Renton, WA 98057 Tel: (425) 255-5535 Fax: (425) 255-5609 Email: joylee@joybarnhart.com About Dwyers at Herron Dwyers at Herron Island, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-41279) on Aug. 3, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Brian D. Lynch oversees the case. The Debtor is represented by the Law Office of Joy Lee Barnhart. E-STONE USA: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- E-Stone USA Corporation and affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund payroll, rent, insurance, and other costs related to their business operations. The Debtors have two banking relationships: one with FirstBank Puerto Rico d/b/a FirstBank Florida, and another with First Southern Bank. In addition, on December 28, 2023, prior to the bankruptcy filings, Jackie D LLC, the landlord at the Debtors' Miami location, served a writ of garnishment on FSB with respect to a judgment against Rocksolid, Inc. and has refused to dissolve it. At worst for the Landlord, this conduct is sanctionable. At best, the writ creates an avoidable lien that is junior to the liens of the Lenders and therefore Jackie D is at best an unsecured creditor who is not entitled to any adequate protection. The Debtors reserve the right to seek sanctions as appropriate against the Landlord. On December 9, 2020, E-Stone executed and delivered to FirstBank a promissory note in the original principal amount of $4 million. As security for this note and also on or about December 9, 2020, E-Stone executed and delivered a Security Agreement to FirstBank pledging all of E-Stone's personal property as security for the note. FirstBank alleges that E-Stone owes the amount of $4.124 million pursuant to this transaction. On December 9, 2020, Rocksolid, Inc. and Rocksolid, LLC, executed and delivered to FirstBank a Promissory Note in the original principal amount of $3.6 million. As security for this note and also on December 9, 2020, the Rocksolid Borrowers executed and delivered a Security Agreement to FirstBank pledging all of Rocksolid, Inc.'s and Rocksolid, LLC's personal property as security. FirstBank alleges that that there is owed the principal amount of $3.8 million by the Rocksolid Borrowers. FirstBank initiated litigation in Miami Dade County against the Debtors for damages resulting from alleged defaults under the loan documents and for foreclosure of the FirstBank Collateral. It is the Debtors' position that FirstBank is vastly, if not wholly, undersecured because the value of the FirstBank Collateral is less than the debt owed to FirstBank. FSB made two loans to E-Stone as evidenced by the following documents: a. Promissory Note executed and delivered by E-Stone in favor of FSB on or as of August 6, 2021, in the principal amount of $2.4 million. b. Promissory Note executed and delivered by E-Stone in favor of FSB on or as of March 14, 2022, in the principal amount of $3 million. In exchange for the Debtors' ability to use cash collateral in the operation of their businesses, the Debtors propose to grant to the Lenders, as adequate protection, a replacement lien to the same extent, validity, and priority as existed on the Petition Date. In other words, the Debtors propose that the "floating" liens on such assets continue to "float" to the same extent, validity, and priority as existed on the Petition Date, notwithstanding 11 U.S.C. Section 552. The Debtors assert that the interests of the Lenders will be adequately protected by the replacement liens. A copy of the motion is available at https://urlcurt.com/u?l=TXmQAr from PacerMonitor.com. About E-Stone USA Corporation E-Stone USA Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20805) on December 28, 2023. In the petition signed by Ilaria Di Landro, chief financial officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Edward J. Peterson, Esq, at Johnson, Pope, Bokor, Ruppel & Burns, LLP, represents the Debtor as legal counsel. ENDO INTERNATIONAL: Files Chapter 11 Plan of Reorganization ----------------------------------------------------------- Endo International plc announced that it has taken an important step toward concluding its financial restructuring process by filing a proposed Plan of Reorganization and related Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York. These filings pave the way for Endo to promptly emerge from Chapter 11 with a strengthened balance sheet and to advance its ongoing business transformation. The Plan is a preferred alternative to the previously announced sale of substantially all the Company's assets to holders of Endo's first lien debt (the "Ad Hoc First Lien Group") under Section 363 of the U.S. Bankruptcy Code, with substantially similar terms: a purchase of substantially all of the Company's assets via a credit bid of existing first lien debt, the assumption of certain liabilities, and offers of employment to all of Endo's active team members. This ownership transfer, as previously announced, will result in a significant reduction in outstanding indebtedness relative to Endo's current capital structure and materially benefit opioid and other litigation-related claimants through the establishment of funded trusts. Endo is working with its stakeholders to finalize the documentation related to the transaction. In addition to the previously reached settlements, the Plan incorporates the recently announced economic settlement in principle with the U.S. Department of Justice providing for payment of $364.9 million over 10 years, or $200 million if the obligation is paid in full on the Plan effective date, plus up to an additional $100 million if the Company's EBITDA exceeds the defined baseline during the period 2024 to 2028. This settlement is subject to satisfactory resolution of criminal and civil fraud claims against the Company related to the historical sale and marketing of Opana® ER, which the Company ceased promoting directly to U.S. healthcare providers in 2016. "We are pleased to have reached this milestone in our financial restructuring, during which time we've made steady progress advancing our strategic priorities," said Blaise Coleman, Endo's President and Chief Executive Officer. "The Plan provides a clear path forward for Endo to emerge from this process on stronger financial footing in the second quarter of 2024." The Company will seek conditional approval of its Disclosure Statement at a hearing before the Court currently scheduled for January 9, 2024. Assuming Court approval, the Disclosure Statement and Plan will be mailed to Endo's creditors eligible to vote, and the Court will schedule a hearing to confirm the Plan. A full-text copy of the filing is available at: https://www.sec.gov/Archives/edgar/data/1593034/000119312523303124/d655673dex991.htm About Endo International Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The Company's cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. EVENTIDE CREDIT: Seeks to Extend Plan Exclusivity to July 3 ----------------------------------------------------------- Eventide Credit Acquisitions, LLC asked the U.S. Bankruptcy Court for the Northern District of Texas to extend its exclusive periods to file and soliict acceptances of a chapter 11 plan to July 3, 2024 and September 4, 2024, respectively. Currently, the Debtor's exclusivity period to file a plan expires on January 4, 2024, and its exclusivity period for confirmation of its plan expires March 4, 2024. The Debtor claimed that it has made progress in this case in terms of: (i) trying to collect on its primary asset, i.e., a $26,850,000 note payable to the Debtor by Big Picture Loans, (ii) providing notice to Big Pictures' unknown consumer borrowers, and (iii) addressing disputes relating to creditor claims. The Debtor, however, explained that additional time is needed for it to collect on the note, provide notice of the bankruptcy case to unknown consumer borrowers, and obtain a resolution from the Bankruptcy Court regarding the validity of the consumer borrowers' claims. The Debtor stated that the outcome of the foregoing matters will impact its formulation of a plan. Eventide Credit Acquisitions, LLC is represented by: Jeff Prostok, Esq. Suzanne K. Rosen, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1550 Fort Worth, TX 76012 Tel: 817-877-8855 Email: jprostok@forsheyprostok.com srosen@forsheyprostok.com - and - Robin Phelan, Esq. PHELANLAW 4214 Woodfin Drive Dallas, TX 75220 Tel: 214-704-0222 Email: robin@phelanlaw.org About Eventide Credit Acquisitions Eventide Credit Acquisitions, LLC, a Dallas-based company, filed voluntary Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 23-90007) on Sept. 6, 2023. On October 9, 3023, its affiliate, BWH Texas LLC, filed its voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code. In the petition signed by Matt Martorello, manager, Eventide Credit disclosed up to $100 million in both assets and liabilities. Judge Mark X. Mullin oversees the cases. The Debtors tapped Forshey Prostok as bankruptcy counsel and Donlin, Recano & Company, Inc. as notice, claims and balloting agent. FANATICS HOLDINGS: Fitch Lowers LongTerm IDR to B+, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDR) for Fanatics Holdings, Inc. (FHI), and its subsidiary Fanatics Collectibles Intermediate Holdco, Inc. (Collectibles), to 'B+' from 'BB-'. Fitch has also affirmed Collectibles' senior secured credit facilities, including its senior secured revolving credit facility and senior secured term loan, at 'BB+'/'RR1'. The Rating Outlook is Stable. The downgrade reflects Fitch's expectations that FHI's EBITDA could be negative in 2023 before returning to positive territory in 2024, driven primarily by challenges in the Commerce segment and investments in FHI's various subsidiaries, to leading leverage being sustained at higher levels than previously expected. FHI's EBITDA should improve in 2024 and 2025 driven by some recovery in Commerce and declining losses from the Gaming subsidiary, leading to leverage of around toward 5x by 2025. FHI's rating also reflects its good liquidity, which enables the company to finance the losses at its Gaming subsidiary as well as reduce debt at subsidiaries if needed, and its strong competitive position due to its contractual relationships with sports leagues and organizations. KEY RATING DRIVERS Strained Near-term EBITDA Generation: Fitch believes Fanatics could generate negative EBITDA in 2023, driven by underperformance in the Commerce subsidiary as a result of softer consumer demand and actions taken by the company to improve the fan experience. Investments at the Collectibles subsidiary ahead of gaining NBA and NFL trading card rights in 2025 and 2026 and losses incurred at the Gaming subsidiary also contribute to the negative EBITDA. FHI's consolidated EBITDA could turn positive in 2024 as the Commerce subsidiary's performance recovers, however if consumer demand remains tepid, FHI's subsidiaries continue to invest at an elevated pace or the company is unable to make progress in reducing losses in the Gaming subsidiary, it could slow the pace of EBITDA recovery. Elevated Leverage: Fitch expects FHI's consolidated gross EBITDA leverage could be very high in 2023 and 2024, before declining to below 5x in 2025 and thereafter. Improved EBITDA generation at FHI's Commerce subsidiary and declining losses in its Gaming segment provide a path toward EBITDA growth and deleveraging, however FHI could use cash to reduce debt over the next several years as well. Fitch's calculation of leverage proportionally deconsolidates the non-owned portion of Lids, where FHI ownership levels are expected to remain in the low to mid 60% range over the next several years. In 3Q23 FHI's Collectibles subsidiary used FCF to reduce debt, and Fitch expects FHI will use cash to inject liquidity to its Commerce subsidiary to reduce debt in 4Q23. FHI has stated that it plans to manage leverage in the 3x-4x range. Good Liquidity: As of 3Q23, FHI had around $2 billion of cash on its balance sheet, some of which will be injected into the Commerce subsidiary in 4Q23 to reduce debt. Fitch expects FHI to generate negative FCF in 2023 and 2024, largely driven by losses in the Gaming subsidiary as it attempts to gain market share in North America. However, FHI's cash balance provides the company a sufficient source of liquidity to absorb losses as its Gaming subsidiary attempts to grow market share in online sports betting (OSB). FHI's good liquidity profile also enables it to use cash from the parent to support subsidiaries if needed. If FHI was unable to reduce losses in its Gaming subsidiary and approach positive FCF over the medium term, it could lead to a deterioration of its liquidity and put pressure on the company's credit profile. Entrenched Competitive Position: FHI has an entrenched competitive position, driven by its strong relationships with several large North American sports leagues and North American and Global organizations and long-term contracts with those partners that often grant exclusivity. The long-term nature of these contracts combined with the exclusivity to produce certain products supports FHI's ability to maintain a strong competitive position, as it limits the potential for a new or current entrant to win business away from FHI. In 2025 Collectibles gains the exclusive rights to produce NBA trading cards, followed by the NFL in 2026. Beyond its contractual relationships, several major sports leagues and players unions have equity stakes in FHI and its Collectibles subsidiary, highlighting the relationships between FHI and sports organizations. Focus on North American Sports Fans: FHI's business model is primarily focused on sale of sports Collectibles (such as trading cards) and apparel to North American consumers. This focused end-market increases the potential that FHI's operations could be impacted if one (or several) of the organizations it has contracts with were to experience operating issues. Fitch believes that around 90% of FHI's revenue is generated from North America. If one of the major leagues were to miss part or all of its season for any reason, this could have a negative impact on FHI's ability to generate revenue and EBITDA from the sale of products based on that league. Parent Subsidiary Linkage: Fitch has determined a linkage exists between based on its assessment of various factors. Fitch's analysis includes a strong subsidiary/weak parent approach between the parent, Fanatics Holdings, Inc. and its stronger subsidiary, Fanatics Collectibles Intermediate Holdco, Inc. Fitch assesses the quality of the overall linkage as high, with open access and control and open legal ring fencing, which results in an equalization of the IDRs. DERIVATION SUMMARY FHI's higher leverage, lower profitability and more complex capital structure contribute to it being rated lower than peers such as Hasbro, Inc. (BBB-/Stable), Mattel, Inc. (BB+/Positive), ACCO Brands Corporation (BB/Stable), and Central Garden & Pet Company (BB/Stable). FHI's scale, measured by EBITDA, is smaller than the aforementioned peers as well. Fitch considers FHI to be less geographically diversified than many of these peers, with around 90% of FHI's revenues being generated in North America. KEY ASSUMPTIONS - On a fully consolidated basis, revenue in 2023 is expected to grow approximately 30% inclusive of the consolidation of the Lids business. Revenue could grow in the mid- to low-single-digit range in 2024 and 2025, driven by organic growth, one-time sporting events, and the impact of new relationships in its various subsidiaries; - EBITDA margins could be negative in 2023 driven by the pressures at Commerce, investments to support future growth, and losses incurred to building out the Gaming subsidiary. EBITDA margins could improve to the low-single digit range in 2024 and the low- to mid-single-digit range in 2025 thereafter, driven by recovery in the Commerce subsidiary, declining losses at the Gaming subsidiary and new rights contracts that come online for Collectibles; - Gross EBITDA leverage is expected to be elevated in 2023 and 2024, and could decline to below 5x in 2025 and thereafter; - FCF is expected to be negative over the next two or three years, driven by operating underperformance as well as the losses incurred in the buildout of the Gaming subsidiary. FHI's liquidity remains good across the rating horizon, enabling FHI to absorb negative FCF while maintaining good liquidity; - Variable interest rates in the 4%-5% range over the forecast horizon. RECOVERY ANALYSIS The recovery analysis assumes that Fanatics Collectibles Holdings, Inc. would be reorganized as a going-concern in bankruptcy rather than liquidated, and would inherit some of the overhead costs currently undertaken by its parent Fanatics Holdings, Inc. The recovery analysis incorporates a going-concern EBITDA of $170 million, or approximately 75% of 2022 levels. It assumes mis-execution by management could lead to overproduction, reducing demand for trading cards leading to a decline in sales. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch based the valuation of the company based on top line revenue of $800 million and an EBITDA margin of approximately 20%. The enterprise value (EV)/EBITDA multiple selected is 6.0x, within the 4x-8x range observed for North American corporates, reflecting Fitch's assessment of Collectible's industry dynamics and company specific factors. After deducting 10% for administrative claims from the approximately $1.0 billion going concern valuation, the resulting going concern valuation of approximately $920 million is greater than the approximately $200 million liquidation value, comprised mostly of inventory. Collectibles' senior secured revolving credit facility and senior secured term loan A are ranked at the same level in this recovery analysis, which results in outstanding recovery prospects for the secured credit facilities, which are rated at 'BB+'/'RR1'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - An upgrade could be considered if the company produced high single digit EBITDA margins, potentially through greater than expected growth or through lower losses at Gaming, leading to EBITDA sustained above $250 million (net of minority interest) and EBITDA leverage (total debt/EBITDA) below 4.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Deterioration in industry fundamentals such that EBITDA is sustained below $200 million, with EBITDA leverage sustained above 5x on a proportionally consolidated basis; - A faster than expected deterioration in FHI's liquidity profile. LIQUIDITY AND DEBT STRUCTURE Ample Liquidity: Fanatics Holdings Inc. has ample cash on hand, supported by several historical equity capital raises, with around $2.0 billion of cash outstanding as of Sept 30, 2023. Fitch expects that FHI's subsidiaries will pay down the majority of revolver drawing by Dec. 31, 2023, leading to capacity of around $900 million on the revolving credit facilities at its various subsidiaries. Fitch expects that FHI will generate negative FCF over the next several years as it finances losses in the Gaming subsidiary. FHI's ample cash balance should be sufficient to finance losses at the Gaming subsidiary while still providing liquidity to reduce debt at its subsidiaries and navigate any operating challenges it could encounter over the medium term. FHI's subsidiaries issue debt, with no upstream, downstream or cross guarantees between parent or subsidiaries. As of Sept. 30, 2023, FHI had around $1.5 billion of debt, comprised of revolver drawings and term loan balances at its various subsidiaries. At the Commerce subsidiary, there was around $495 million outstanding on its term loan B and around $350 million drawn on its $700 million ABL Facility, however Fitch expects that the debt at this subsidiary will decline to around $200 million by YE 2023. The term loan facility matures on Nov. 23, 2028 and the ABL facility matures on Nov. 23, 2026. Fanatics Commerce Intermediate Holdco Inc. is the borrower for the term loan and ABL facility. At Lids there was around $195 million outstanding on its term loan and $300 million in ABL facilities that Fitch understands was around $190 million drawn as of Sept 30, 2023. Lids Holdings, Inc. is the borrower for the term loan and ABL facility. At Fanatics Collectibles Holdco, Inc. (Collectibles), there is a $100 million secured cash flow revolving credit facility and around $250 million in secured term loan debt, both maturing on April 11, 2028. As of Sept. 30, 2023, the revolver was undrawn. The Collectibles subsidiary primarily sells trading cards and collectibles through wholesale, e-commerce and direct to consumer channels. In 2022, the segment generated revenue of around $1 billion with EBITDA margins in the mid-20% range before allocation of corporate overhead. The debt instruments Fitch rates at Collectibles benefit from the long-term nature of its contracts with sports organizations such as MLB, and EBITDA and revenue should experience good growth as Collectibles gains the exclusive rights to produce trading cards for the NBA and NFL in 2025 and 2026 respectively. Fitch expects Collectibles to generate good FCF over the rating horizon, with leverage remaining at or around 1x. Recovery Considerations: The recovery analysis assumes that Fanatics Collectibles Holdings, Inc. would be reorganized as a going-concern in bankruptcy rather than liquidated, and would inherit some of the overhead costs currently undertaken by its parent Fanatics Holdings, Inc. The recovery analysis incorporates a going-concern EBITDA of $170 million, or approximately 75% of 2022 levels. It assumes mis-execution by management could lead to overproduction, reducing demand for trading cards leading to a decline in sales. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch based the valuation of the company based on top line revenue of $800 million and an EBITDA margin of approximately 20%. The EV/EBITDA multiple selected is 6.0x, within the 4x-8x range observed for North American corporates, reflecting Fitch's assessment of Collectible's industry dynamics and company specific factors. After deducting 10% for administrative claims from the approximately $1.0 billion going concern valuation, the resulting going concern valuation of approximately $920 million is greater than the approximately $200 million liquidation value, comprised mostly of inventory. Collectibles' senior secured revolving credit facility and senior secured term loan A are ranked at the same level in this recovery analysis, which results in outstanding recovery prospects for the secured credit facilities, which are rated at 'BB+'/'RR1'. ISSUER PROFILE Fanatics Holdings, Inc. is a manufacturer and retailer of sports goods, headquartered in New York City. It operates through three primary subsidiaries: Commerce, Collectibles and Betting and Gaming. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch adjusts for non-cash, non-recurring, expenses by adding them back to historical EBITDA. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Fanatics Holdings, Inc. LT IDR B+ Downgrade BB- Fanatics Collectibles Intermediate Holdco, Inc. LT IDR B+ Downgrade BB- senior secured LT BB+ Affirmed RR1 BB+ FULL-CIRCLE ATHLETE: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida, Tallahassee Division, authorized Full-Circle Athlete, LLC dba D1 Training Tallahasse to use cash collateral, on an interim basis, in accordance with the budget. The Debtor will pay only those expenses necessary for the operation of the business and not any pre-petition expenses, salaries, professional fees, or insiders without further order of the Court. As adequate protection of the Lender's interests in the cash collateral, the Lender is granted a replacement lien to the same nature, priority, and extent that the lender may have had immediately prior to the Petition Date, on the Debtor's accounts, accounts receivable, and other assets or property acquired by the Debtor or the estate on or after the Petition Date. The Debtor's authority to use cash collateral will terminate immediately and upon the earlier of (a) an order of the Court; (b) the conversion of the case to a case under Chapter 7; (c) the entry of an order granting relief from the stay as to the Debtor's cash collateral; (d) the dismissal of the Chapter 11 case. A final hearing on the matter is set for January 16, 2023 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=3NRQUa from PacerMonitor.com. About Full-Circle Athlete, LLC Full-Circle Athlete, LLC, doing business as D1 Training Tallahassee, is a membership-based state-of-the-art training facility in Tallahassee, Fla. It offers one-on-one training, group activities that encourage goal setting, and an environment that promotes achievement. Full-Circle Athlete filed Chapter 11 petition (Bankr. N.D. Fla. Case No. 23-40240) on July 5, 2023, with $100,241 in assets and $1,152,349 in liabilities. John Simmons, manager, signed the petition. Judge Karen K. Specie oversees the case. Michael Moody, Esq., at Michael H. Moody Law, P.A. is the Debtor's legal counsel. GBC EXPRESS: Hires Palmer & Associates PLLC as Counsel ------------------------------------------------------ GBC Express, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Palmer & Associates, PLLC as counsel. The firm will provide these services: a. assisting the Debtor in the investigation of the financial affairs of the estate; b. providing legal advice and assistance to the Debtor with respect to matters relating to this case and creditor distribution; c. preparing all pleadings necessary for proceedings arising under this case; and d. performing all necessary legal services for the estate in relation to this case. The firm will be paid at these rates: Attorneys $350 per hour Associates $300 per hour Paralegals $125 per hour The firm received from the Debtor a retainer of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven M. Palmer, Esq., a partner at Palmer & Associates, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven M. Palmer, Esq. Palmer & Associates, PLLC 6912 220th St. SW, STE 113 Tel: (425) 292-8009 Fax: (425) 491-7178 Email: spalmer@sound-law.com About GBC Express, LLC GBC Express, LLC is a trucking company in Bellevue, Washington. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11814) on September 26, 2023. In the petition signed by Mihail Nicoara, president, the Debtor disclosed $2,653,339 in assets and $4,543,064 in liabilities. Judge Marc Barreca oversees the case. Steven Palmer, Esq., at Curtis, Casteel & Palmer, PLLC, represents the Debtor as legal counsel. GETTYSBURG RENTAL: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania for authority to use cash collateral on a final basis in accordance with the budget. Red Iron Acceptance, LLC, M&T Bank, Wells Fargo Commercial Distribution Finance, LLC f/k/a/ GE Commercial Distribution Finance Corporation, United States Small Business Administration, CAN Capital, Inc., On Deck Capital, Inc., Surfside Capital, d/b/a BizFund, LLC, E Advance Services, East Hudson Capital d/b/a Global Funding Experts, and Forward Financing, LLC are granted replacement liens in the Debtor's post-petition cash collateral consisting of receivables, cash, and the proceeds thereof, and in all assets of the Debtor to which the Lenders have liens and security interests pre-petition, to the extent such liens exist and in such priority as exists pre-petition, to the extent there is a diminution in value of the Lenders' post-petition cash collateral position. The liens will be perfected and effective without any further recordation action and the liens will survive conversion of the case or appointment of a Trustee in the case. In the event that post-petition cash collateral is insufficient to provide an amount equal to such diminution, then the Lenders will have super priority status pursuant to 11 U.S.C. Section 364(c)(1) and have an administrative claims having priority over all other administrative claims, including those set forth in 11 U.S.C. Sections 503(b) or 507(a) except for amounts owed for fees to professionals in the case and fees to the U.S. Trustee's Office, which fees will be pari passu with the Lenders' administrative claims. The Debtor is authorized to make adequate protection payments to M&T Bank in the amount of $4,000 per month on account of the following three secured loans: 4654-18 (SBA Term Loan), 4654-42 (Term Loan), 4654-59 (Line of Credit), without prejudice to M&T Bank's right to seek different or other adequate protection in any subsequent cash collateral order. No further payments will be made to Wells Fargo and Red Iron Acceptance LLC. A copy of the order is available at https://urlcurt.com/u?l=Es1S9S from PacerMonitor.com. About Gettysburg Rental and Outdoor Gettysburg Rental and Outdoor Power Equipment Cent, doing business as Gettysburg Rntl & Outdr Pwr Eqp Ctr LLC, provides party and equipment rentals to Gettysburg and the surrounding areas. Gettysburg Rental and Outdoor Power sought relief under Chapter 11 of the U.S. Bankruptcy code (Bankr. M.D. Penn. Case No. 23-02095) on Sept. 14, 2023. In the petition filed by Gary DeCroes, as member, the Debtor reports estimated assets and liabilities between $500,000 and $1 million each. Judge Henry W Van Eck oversees the case. The Debtor is represented by Brent Diefenderfer, Esq. at CGA Law Firm. GLOBAL CANCER: Seeks to Hire Belvedere Legal PC as Counsel ---------------------------------------------------------- Global Cancer Research Institute, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Belvedere Legal, PC as counsel. The firm will render these services: (a) advise and represent the Debtor to all matters and proceedings within this Chapter 11 case, other than those particular areas that may be assigned to special counsel; (b) assist, advise, and represent the Debtor in any manner relevant to a review of its debts, obligations, maximization of its assets and where appropriate, disposition thereof; (c) assist, advise, and represent the Debtor in the operation, reorganization, and/or liquidation of its business, if appropriate; (d) assist, advise, and represent the Debtor in the performance of all of its duties and powers under the Bankruptcy Code and Bankruptcy Rules, and in the performance of such other services as are in the interests of the estate; and (e) assist, advise, and represent the Debtor in dealing with its creditors and other constituencies, analyzing the claims in this case and formulating and seeking approval of a Plan of Reorganization. The firm will be paid at the rate of $695 per hour, and a retainer of $30,000. Matthew Metzger, Esq., an attorney at Belvedere Legal, 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: Matthew D. Metzger, Esq. BELVEDERE LEGAL, PC 1777 Borel Place, Suite 314 San Mateo, CA 94402 Telephone: (415) 513-5980 Facsimile: (415) 513-5985 Email: mmetzger@belvederelegal.com About Global Cancer Research Institute, Inc. 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 DWELLING: Hires Genova Malin & Trier as Counsel ------------------------------------------------------ Global Dwelling, LLC d/b/a Trade Masters seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Genova Malin & Trier LLP as counsel. Genova, Malin & Trier LLP as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in its financial situation and management of its property; (b) prepare legal papers; and (c) perform all other legal services for the Debtor which may be necessary herein. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michelle Trier, Esq., an attorney at Genova, Malin & Trier, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michelle L. Trier, Esq. Genova, Malin & Trier LLP 1136 Route 9, Suite 1 Wappingers Falls, NY 12590 Tel: (845) 298-1600 Fax: (845) 298-1600 About Global Dwelling, LLC d/b/a Trade Masters Global Dwelling, LLC operates as a sales and marketing firm of home services and products such as roofing, insulation and waterproofing, located in High Falls (Ulster County), New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-36040) on December 20, 2023. In the petition signed by John Kotsides, managing member, the Debtor disclosed $500,000 in assets and up to $1 million. Michelle L. Trier, Esq., at Genova, Malin & Trier, LLP, represents the Debtor as legal counsel. GLOBAL PARTNERS: Moody's Alters Outlook on 'B1' CFR to Positive --------------------------------------------------------------- Moody's Investors Service changed Global Partners LP's outlook to positive from stable and assigned Global's proposed senior unsecured global notes due 2032 a B2 rating. Concurrently, Moody's affirmed Global's other ratings, including its B1 Corporate Family Rating, B1-PD Probability of Default Rating and B2 senior unsecured global notes ratings. The Speculative Grade Liquidity ("SGL") rating remains unchanged at SGL-3. Global will use net proceeds from its proposed $450 million senior notes to finance its acquisitions, one of which closed in December 2023 and the second which is pending regulatory approval. "The positive outlook for Global Partners' reflects consistent operating performance, the benefits of increased scale from recent acquisitions, and Moody's expectation for the business to maintain supportive credit metrics," commented Jonathan Teitel, a Moody's Senior Analyst. "Integrating the acquired assets while maintaining modest leverage will be key to improvement in Global's credit profile." RATINGS RATIONALE Global's B1 CFR reflects the company's long operating history and vertically integrated refined products distribution system, offset by the risks inherent in the master limited partnership (MLP) business model. Global has a core presence in the northeastern US and is expanding its footprint outside of this region. Growth in EBITDA will be driven by acquisitions, as well as development projects in the gasoline station business. In December 2023, Global closed on its acquisition of 25 refined product terminals from Motiva Enterprises LLC (Baa1 stable). Also, Global has a pending acquisition of five refined product terminals from Gulf Finance, LLC (B3 positive) under regulatory review. During 2022, Global completed three acquisitions. There are execution risks on integrating acquisitions, particularly the larger ones. Global has a joint venture with Exxon Mobil Corporation (Aa2 stable) that closed on an acquisition in 2023, which expanded its geographic footprint outside of its core northeastern market. On an organic basis, EBITDA generation in 2023 normalized from the extraordinarily high levels of 2022, which were driven by unusually high fuel margins as a result of backwardation and tight inventory levels. The SGL-3 rating reflects Moody's expectation for Global to maintain adequate liquidity through 2024. Global has a $900 million revolver as well as a working capital credit facility with availability equal to the lesser of $850 million and the borrowing base. Both facilities mature in May 2026, except that $200 million of the working capital facility are comprised of interim commitments that expire in December 2024. As of September 30, 2023, Global had $89 million outstanding on the revolver and $66 million outstanding on the working capital facility. Also, Global had $138 million in letters of credit outstanding. The credit facilities' covenants include a minimum working capital requirement of $35 million, a minimum interest coverage ratio of 2x, a maximum senior secured leverage ratio of 3.5x, and a maximum total leverage ratio of 5x (or 5.5x for the first two full quarters following a material acquisition). For the purpose of calculating leverage ratios under the credit agreement's financial covenants, amounts outstanding on the working capital facility are excluded from debt. Moody's expects Global to maintain compliance with these covenants through 2024. As of September 30, 2023, Global had $11 million of cash on its balance sheet. Global's proposed $450 million of senior unsecured notes due 2032, $400 million of senior unsecured notes due 2027, and $350 million of senior unsecured notes due 2029 are rated B2, one notch below the CFR. However, if the benefits from the acquisitions are not realized as expected or leverage is higher than expected, and the CFR is not upgraded, the notes' ratings could be pressured by the large size of the cash flow revolver or a larger than expected borrowing base for the working capital facility. The positive outlook reflects Moody's expectation for Global to maintain consistent operating performance and to realize benefits from increased scale with the acquisitions while maintaining supportive credit metrics. Demonstrating the ability to integrate these assets while maintaining modest leverage is integral to delivering the potential improvement in Global's credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include successful integration and operations of the acquired assets; debt/EBITDA sustained in the low 4x range or below; and maintenance of conservative financial policies. Factors that could lead to a downgrade include debt/EBITDA approaching 6x; distribution coverage below 1.2x; margin compression; or more aggressive financial policies. Global, headquartered in Waltham, Massachusetts, is a publicly traded MLP. Global operates an integrated refined products distribution system through its terminal network, wholesale operations and retail gasoline stations as well as convenience stores. Global GP LLC, controlled by the Slifka family, is Global's general partner. As of September 30, 2023, affiliates of the general partner owned 19% of Global's limited partner interests. The principal methodology used in these ratings was Midstream Energy published in February 2022. GLOBAL PARTNERS: S&P Affirms 'B+' IC R, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issue-level rating on Global Partners L.P.'s existing 2027 and 2029 senior notes. S&P's '4' recovery rating on that debt is unchanged, indicating its expectation for average (30%-50%; rounded estimate: 40%) recovery. The stable outlook reflects S&P's expectation that Global Partner's adjusted leverage will be about 4.5x in 2024 before declining to the 4x area in the following years, driven by additional EBITDA from the acquired assets. On Jan. 2, Global Partners, an owner and operator of gasoline stations and convenience stores in the Northeast, announced its intention to issue $450 million senior notes due 2032. The rating affirmation stems from Global Partners' stable credit metrics following the issuance of $450 million in senior notes to reduce revolver borrowings. Throughout the year, the company has consistently focused on scaling up its operations mainly through a series of strategic acquisitions enhancing its market presence and operational capacity. Despite these positive developments, its credit profile remains somewhat constrained due to the highly competitive nature of the refined product distribution industry. The strategic acquisition of Motiva's terminals boosts Global Partner's operational capabilities and scale. In December, the company bolstered its operational scale by acquiring 25 refined product terminals from Motiva Enterprises LLC. This expansion, covering the Atlantic Coast, the Southeast, and Texas, involved a cash purchase of $305 million. The acquisition, anchored by a 25-year take or pay agreement with Motiva, increases the company's total shell capacity to about 18.3 million barrels across 49 terminals. A joint venture with ExxonMobil led to the acquisition of 64 convenience and fueling facilities in Houston in June. Adding to this growth, the pending acquisition of five terminals from Gulf Oil Corp. is expected to further augment Global Partner's EBITDA. The transaction is currently awaiting approval by the Federal Trade Commission. S&P anticipates the issuance of senior notes to have a neutral impact on the company's credit metrics. The purchase of Motiva terminals was funded with Global Partner's revolving credit facility. The company is issuing $450 million in senior notes to repay a portion of the revolving credit facility used for the acquisition. S&P said, "In our assessment, we foresee the company's adjusted debt-to EBITDA ratio stabilizing at approximately 4.5x in 2024, with a gradual decline to about 4x in the subsequent years. This projection is based on the assumption that the company will successfully conclude the acquisition of Gulf Oil's terminals in the first half of 2024. We also anticipate that the company will generate substantial discretionary cash flows after capital expenditures (capex) and dividends, which it could use to manage its debt levels or expand through smaller scale acquisitions." Global Partners manages substantial working capital needs, primarily through its $950 million working capital revolving credit facility. This facility, crucial for inventory procurement, is governed by a borrowing base calculation that limits draws to a percentage of the company's liquid assets, with inventories covering outstanding revolver debt. Excluding working capital-related debt, our forecast suggests a debt to EBITDA ratio of 4x in 2024, decreasing marginally below 4x in the following years. Global Partners navigates competitive market environment. Its refined products distribution business is characterized by relatively low margins. Despite this, the company maintains a degree of financial stability, primarily attributed to the consistent cash flows from its retail gasoline stations. In addition, the long-standing relationships with suppliers and customers add a layer of steadiness to its overall cash flow. The company has a robust distribution network in the Northeast servicing approximately 1,673 sites. Its revenue stream is dominated by gasoline distribution and station operation business that accounted for about 80% of its gross margin in 2023. This is complemented by its wholesale segment, which contributed about 18% to the product margin, and its commercial segment, accounting for about 2%. S&P said, "The stable outlook reflects our expectation that following the acquisition of terminals from Motiva and Gulf Oil and the issuance of the new senior notes, Global Partner's adjusted leverage will be about 4.5x in 2024 before declining to the 4x area in the following years. We also anticipate Global Partners to continue generating strong free cash flow from operations that it could use to reduce its outstanding borrowings. "We could take a negative rating action on Global Partners if its debt to EBITDA remained above 5x on a sustained basis. This could happen due to a weakening of product margins, reduced volumes for its products, perhaps due to increased electric vehicle penetration, or material debt-financed acquisitions. "We could take a positive rating action on Global Partners if the company successfully integrates the assets acquired from Motiva and Gulf Oil, maintains its adjusted debt to EBITDA below 4x (including working capital borrowings) and increases its EBITDA base." GLOBAL WOUND: Seeks to Use $26,000 of Cash Collateral ----------------------------------------------------- Global Wound Care Products, Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to use approximately $26,000 of cash collateral and provide adequate protection for the period from December 26, 2023 to January 5, 2024. The Debtor requires the use of cash collateral to pay ordinary and necessary operating expenses in accordance with the budget, with a 10% variance. The Debtor's Chapter filing was precipitated by the pursuit of frivolous litigation by the prior owner who holds a purchase money note from the sale of the business. The Debtor has two secured creditors - Stone Bank and the U.S. Small Business Administration. Stone Bank is a partially secured loan with an outstanding principal balance of approximately $662,459. The secured loan with Stone Bank which has a first priority blanket security agreement and UCC-1 covering all of the Debtor's assets. The Sone Bank loan has an outstanding principal balance of approximately $662,459. The SBA is owed approximately $150,000 and holds a junior blanket security agreement and UCC-1 covering all of the Debtor's assets. As of the filing date, the Debtor's assets were valued by the Debtor at approximately $119,717. The Debtor proposes to pay Stone Bank $400 per month as an for adequate protection on the secured portion of its claim. The Debtor proposes to not make any adequate protection payments to the SBA because it is wholly unsecured. As adequate protection for the use of cash collateral, the Secured Creditors will be granted replacement liens in all of the Debtor's pre petition and post petition assets and proceeds. The Replacement Liens will be subject and subordinate only to: (a) U.S. Trustee fees payable under 28. U.S.C. Section 1930 and 31 U.S.C. Section 3717; (b) professional fees of duly retained professionals in this Chapter 11 case as may be awarded pursuant lo Sections 330 of 331 of the Code or pursuant to any monthly fee order entered in the Debtor's Chapter 11 case; (c) the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $10,000; and (d) the recovery of funds or proceeds from the successful prosecution of avoidance actions pursuant lo sections 502(d), 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code. A copy of the motion is available at https://urlcurt.com/u?l=NDzHyF from PacerMonitor.com. About Global Wound Care Products, Inc. Global Wound Care Products, Inc. is a home health care services provider. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-74803) on December 26, 2023. In the petition signed by Elena Rudish, vice president, the Debtor disclosed $119,717 in assets and $1,056,051 in liabilities. Judge Robert E Grossman oversees the case. Heath S. Berger, Esq., at BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP, represents the Debtor as legal counsel. GOLDEN KEY: Claimants to Recover 100% in Plan --------------------------------------------- Golden Key Group, LLC, submitted an Amended 100% Plan of Reorganization, dated Dec. 27, 2023. This is the Debtor's Plan, and it provides for the preservation and continuation of the Debtor's business through a comprehensive reorganization that anticipates a 100% distribution to the Holders of Allowed Claims. Unsecured Claims will be treated as follows: Class 2 Unsecured Convenience Claims (Claims under $25,000) total $ 228,078.20 and impaired. The Debtor will pay each Holder of a Class 2 Claim 100% of its Allowed Claim, in consecutive monthly installments, with the potential for a Quarterly Excess Cash Payment, commencing the month immediately following Allowed Administrative Expense Claims are paid in full. The Class 2 Claims will not receive interest on their Allowed Claims. The Debtor estimates that Class 2 will be paid within approximately 60 days after the Effective Date of the Plan. Class 5 General Unsecured Creditors and Contract Rejection Claims total $1,582,320.25 and unimpaired. The Debtor will pay each Holder of a Class 5 Allowed Claim 100% of its Allowed Claim, in consecutive equal monthly installments, with the potential for a Quarterly Excess Cash Payments, as reflected in Exhibit 2, commencing in the month immediately following Class 4 being Paid in Full. Payments will be made on a pro rata basis pari passu with Class 6. The Class 5 Claims will accrue simple interest from the Effective Date at the Federal Judgment Rate of 4.7% per annum, or at such other interest rate that the Bankruptcy Court determines at a hearing on Confirmation. Interest will be paid after the principal amounts of all Allowed Claims in all Classes have been paid in full. The Debtor anticipates that Allowed Claims in Class 5 will begin to receive payments on the principal portion of their Allowed Claims upon the Debtor's receipt of the ERTC refund on or about January 2025 and that payments to Class 5 will be completed by January 2028. In any event, payments of all principal and interest payable to Class 5 will be completed no later than 96 months following the Effective Date of the Plan in April 2032. Class 6 Disputed General Unsecured Judgment Claim total $9,008,252.70 and unimpaired. The Debtor will pay the Holder of the Class 6 Claim 100% of its Allowed General Unsecured Claim, in consecutive equal monthly installments, with the potential for a Quarterly Excess Cash Payments, as reflected in Exhibit 2, commencing in the month immediately following Class 4 being Paid in Full. Payments will be made on a pro rata basis pari passu with Class 5. The Class 6 Claim will accrue simple interest from the Effective Date at a rate of 4.7% per annum, or at such other interest rate that the Bankruptcy Court determines at a hearing on Confirmation. Interest will be paid after the principal amounts of all Allowed Claims in all Classes have been paid in full. The Debtor anticipates that the Allowed Claim in Class 6 will begin to receive payments on the principal portion of its Allowed Claim upon the Debtor's receipt of the ERTC refund on or about January 2025 and that payments to Class 6 will be completed by January 2028. In any event, payments of all principal and interest payable to the Allowed Claim in Class 6 will be completed no later than 96 months following the Effective Date of the Plan in April 2032. This Plan will be funded from five (5) sources: (1) Cash on hand on the Effective Date, (2) recoveries from the pursuit of any claims, rights, or other legal remedies the Debtor has, or may have in the future, (3) additional principal advanced by A/R Funding on the DIP Financing Agreement, (4) tax refunds and/or tax credits which the Debtor is owed for any pre or post-petition period, (5) available Cash from ongoing operations. The Debtor also reserves the right to utilize its M&T Bank line of credit (see, Class 4), to seek alternative financing, and to use funds from other sources not contemplated herein to fund this Plan, and/or vary the proportions of funds from these or such other sources, provided the intent and purposes of this Plan are adequately addressed. In addition, the New Value contribution by Gretchen McCracken will further supplement and support the Plan funding. Counsel for Debtor: Paul Sweeney, Esq. Corinne Donohue Adams, 18768 YVS Law, LLC 11825 West Market Place, Suite 200 Fulton, MD 20759 Tel: (443) 569-5972 E-mail: psweeney@yvslaw.com A copy of the Disclosure Statement dated Dec. 27, 2023, is available at https://tinyurl.ph/rHkMc from PacerMonitor.com. About Golden Key Group Golden Key Group, LLC, is a professional services firm dedicated to helping federal and commercial clients solve today's strategic, organizational and operational challenges while addressing their future needs. Founded in 2002, Golden Key Group's solution offerings include Human Capital Management Support, Human Resources Operations, Employee Training and Leadership Development, Professional Consulting Services, Program Management Office, Acquisition and Category Management, Analytics and Information Technology, Executive Search Services, and Select Solutions. The Debtor sought protection under U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-10414) on Jan. 20, 2023. In the petition signed by Gretchen McCracken as CEO and managing member, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Maria Elena Chavez-Ruark oversees the case. Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney and Mulrenin, LLC, is the Debtor's legal counsel. GOUGER OIL: Seeks to Hire Martin & Drought P.C. as Counsel ---------------------------------------------------------- Gouger Oil Company, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Martin & Drought, P.C. to serve as legal counsel in its Chapter 11 case. The firm will be paid the rates of $200 to $500 per hour for attorneys' services, $100 to $125 for paralegal services. The hourly rate for lead attorney, Michael Colvard, Esq., is $500. In addition, the firm will be reimbursed for reasonable out of pocket expenses. Michael G. Colvard, Esq., a partner at Martin & Drought, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael G. Colvard, Esq. Martin & Drought, P.C. 112 East Pecan Street, Suite 1616 San Antonio, TX 78205 Tel: (210) 220-1334 Fax: (210) 227-7924 Email: mcolvard@mdtlaw.com About Gouger Oil Company, LLC Gouger Oil Company, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 23-51752) on December 15, 2023, disclosing under $1 million in both assets and liabilities. The Debtor hires Martin & Drought, P.C. GOURMET PLUS: Hires Fuller Law Firm P.C. as Legal Counsel --------------------------------------------------------- Gourmet Plus, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ The Fuller Law Firm, P.C. as counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all legal papers; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, disclosure statement, and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) advise the Debtor in connection with the possible sale or any possible re-finance of its assets; (g) appear before the court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. The firm will be paid at these rates: Lars T. Fuller, Attorney $505 per hour Joyce Lau, Attorney $395 per hour Rodrigo Franco, Certified Paralegal $125 per hour The firm received from the Debtor a retainer of $30,000. In addition, the firm will seek reimbursement for expenses incurred. Lars Fuller, Esq., an attorney at The Fuller Law Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lars T. Fuller, Esq. The Fuller Law Firm, PC 60 No. Keeble Ave. San Jose, CA 95126 Telephone: (408) 295-5595 Facsimile: (408) 295-9852 Email: admin@fullerlawfirm.net About Gourmet Plus, Inc. Gourmet Plus, Inc. dba Thatcher's Gourmet Popcorn is a family owned local popcorn business that started in 1983 as a small retail store in San Francisco. As of today, the Company's 22000 square feet warehouse continue to supply major US stores and specialty gourmet stores. Its popcorn is sold internationally as well such as Canada, Japan, United Kingdom, Germany, Poland and Hong Kong. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-41559) on November 28, 2023. In the petition signed by Abrahim Aboukhalil, president, the Debtor disclosed $1,132,128 in assets and $4,156,286 in liabilities. Judge William J. Lafferty oversees the case. Lars Fuller, Esq., at the Fuller Law Firm PC, represents the Debtor as legal counsel. GRAY MATTER: Frederic Schwieg Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Frederic Schwieg, Esq., at Schwieg Law, as Subchapter V trustee for Gray Matter Holdings Inc. Mr. Schwieg will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Schwieg declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Frederic P. Schwieg, Esq. Schwieg Law 2705 Gibson Drive Rocky River, OH 44116-1815 Phone: (440) 499-4506 Email: fschwieg@schwieglaw.com About Gray Matter Holdings Gray Matter Holdings, Inc., a company in Youngstown, Ohio, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-41366) on December 21, 2023, with up to $50,000 in assets and $10 million to $50 million in liabilities. Anthony James Davian Sr., president and chief executive officer, signed the petition. Judge Tiiara Patton oversees the case. Thomas W. Coffey, Esq., at Coffey Law, LLC represents the Debtor as bankruptcy counsel. GREENUP INDUSTRIES: Lucy Sikes Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Lucy Sikes as Subchapter V trustee for Greenup Industries, LLC. Ms. Sikes will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Sikes declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lucy G. Sikes P.O. Box 52545 Lafayette, LA 70505-2545 Telephone: 337-366-0214 Facsimile: 337-628-1319 Email: lucygsikes1@gmail.com About Greenup Industries Greenup Industries, LLC is a provider of specialized services and procurement support to a diverse clientele, including the oil and gas, construction, telecommunication, and other industries, as well as city, parish, state, and federal governments. The company is based in Kenner, La. Greenup Industries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 23-12179) on December 20, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Rodney D. Greenup, Jr., president and sole member, signed the petition. Judge Meredith S. Grabill oversees the case. Michael E. Landis, Esq., at Heller, Draper & Horn, LLC represents the Debtor as legal counsel. GREENWAY HEALTH: S&P Withdraws 'B-' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Greenway Health LLC, including its 'B-' issuer credit rating and 'CCC' issue-level rating on its first-lien term loan. The company has repaid its existing rated debt following a refinancing. S&P's outlook on Greenway was stable at the time of the withdrawal. GREGORY TRUCKING: Hires R. Keith Johnson, PA as Bankruptcy Counsel ------------------------------------------------------------------ Gregory Trucking Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ the Law Offices of R. Keith Johnson, P.A. as its counsel. The firm's services include: (a) providing the Debtor with legal advice regarding its powers and duties in the continued operation of its business and management of its properties; (b) negotiating, preparing, and pursuing confirmation of a Chapter 11 plan and approval of a disclosure statement, and all related reorganization agreements or documents; (c) preparing legal papers; (d) representing the Debtor in all adversary proceedings related to the bankruptcy case; (e) representing the Debtor in all litigation arising from or relating to causes of action owned by the estate or defending causes of action brought against the estate, in any forum; (f) appearing in court; and (g) performing all other legal services for the Debtor that may be necessary and proper in the Chapter 11 proceeding. The firm will be paid at the hourly rate of $500, plus reimbursement of actual and necessary expenses. R. Keith Johnson, Esq., a partner at Law Offices of R. Keith Johnson, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: R. Keith Johnson, Esq. LAW OFFICES OF R. KEITH JOHNSON, P.A. 8840 1275 Highway 16 South Stanley, NC 28164 Tel: (704) 827-4200 Fax: (704) 827-4477 Email: kjparalegal@bellsouth.net About Gregory Trucking Company, Inc. Gregory Trucking Company, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-50352) on Dec. 18, 2023. The petition was signed by Cecil S. Gregory as president. At the time of filing, the Debtor estimated $2,169,397 in liabilities. Judge Laura T. Beyer oversees the case. R. Keith Johnson, Esq. at the LAW OFFICES OF R. KEITH JOHNSON, P.A. represents the Debtor as counsel. GREGORY TRUCKING: Seeks to Tap Michael Bowers, CPA as Accountant ---------------------------------------------------------------- Gregory Trucking Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Michael Bowers, CPA, a partner at Middleswarth, Bowers & Co. LLP. The Debtor requires an accountant and financial advisor to assist with bookkeeping, Chapter 11 plan formation, evaluate tax claims, review of payments under certain loan documentation, and provide other matters related to its Chapter 11 case. The Debtor has agreed to pay $300 per hour for partner and $85 per hour for bookkeepers. Mr. Bowers disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael T. Bowers, CPA Middleswarth, Bowers & Co. LLP 219 Wilmot Dr. Gastonia, NC 28054 Telephone: (704) 867-2394 Facsimile: (704) 867-5303 Email: mbowers@mbcpafirm.com About Gregory Trucking Company, Inc. Gregory Trucking Company, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-50352) on Dec. 18, 2023. The petition was signed by Cecil S. Gregory as president. At the time of filing, the Debtor estimated $2,169,397 in liabilities. Judge Laura T. Beyer oversees the case. R. Keith Johnson, Esq. at the LAW OFFICES OF R. KEITH JOHNSON, P.A. represents the Debtor as counsel. HALF LION: Court OKs Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized Half Lion Public House, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. The court said upon reopening or Half Lion Public House, located at 2019 West Meeker St., Kent WA 98032 to the public, employing approximately 6 staff and being open during normal business hours, the Debtor is authorized to use cash collateral for the purpose of satisfying pre-petition payroll obligations and associated payroll taxes and insurance for the Debtor's employees for the November 15, 2023 payroll with included pre-petition payroll for the period of October 16, 2023 through October 29, 2023 and October 30, 2023 through November 12, 2023 which are wage claims entitled to priority under 11 U.S.C. section 507(a)(4) and that payment is necessary to avoid irreparable harm to the estate. As adequate protection for the Debtor's use of the cash collateral on an interim basis, the Court grants the U.S. Small Business Administration replacement liens in the Debtor's post-petition cash, accounts receivable and inventory, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by the secured creditors as of the petition date, to the extent that any cash collateral of the Secured Creditors are actually used by the Debtor. The Debtor further is directed to pay adequate protection payments to the U.S. Small Business Administration in the amount of $800 per month effective one month after reopening. The Debtor's authority to use cash collateral will terminate on the date when one or more of the following conditions has occurred or has been met: a. June 18, 2024; b. The Court enters an order converting this case under Chapter 7 of the Bankruptcy Code; or the debtor has filed a motion or has not timely opposed a motion seeking such relief; c. The Court enters an order appointing or electing a trustee, examiner or any other similar entity with expanded powers; d. The Court enters an order dismissing this case, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; e. The Court enters any order that stays, modifies, or reverses the Final Order. A copy of the order is available at https://urlcurt.com/u?l=YUS821 from PacerMonitor.com. About Half Lion Public House LLC Half Lion Public House LLC owns and operates a restaurant/bar. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12195) on November 9, 2023. In the petition signed by Jason Nelson, managing member, the Debtor disclosed $180,637 in assets and $1,133,209 in liabilities. Judge Timothy W. Dore oversees the case. Steven Palmer, Esq., at CURTIS, CASTEEL & PALMER, PLLC, represents the Debtor as legal counsel. HARRISBURG'S HOMETOWN: Taps Nardone Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ Harrisburg's Hometown Pharmacy, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Nardone Law Firm, PLLC as its bankruptcy counsel. The firm will render these services: (a) provide legal advice concerning the responsibilities as a chapter 11 debtor-in-possession and the continued management of the its business; (b) negotiate, prepare, and pursue confirmation of a chapter 11 plan and approval of disclosure statement, and all related reorganization agreements and/or documents; (c) prepare all necessary motions, applications, reports, orders, objections and the like associated with prosecuting the chapter 11 case; (d) preparation and the appearance in Bankruptcy Court to protect the Debtor's best interests; (e) preform all other legal services for the Debtor which may become necessary in this chapter 11 case; and (f) prosecute and defend the Debtor in all adversary proceedings related to the base case. Kristen Nardone, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $395, and paralegals charge $100 per hour. Ms. Nardone disclosed in court filings that she and her firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kristen Scott Nardone, Esq. Nardone Law, PLLC 241 Church St. NE Concord, NC 28025 Tel: (704) 784-9440 Fax: (980) 781-5867 E-mail: kristen@nardonelawfirm.com E-mail: kristen@davisnardone.com About Harrisburg's Hometown Pharmacy, Inc. Harrisburg's Hometown Pharmacy, Inc. is a North Carolina corporation operating as a retail pharmacy in Harrisburg, North Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 23-30884) on December 13, 2023. In the petition signed by Sherrie McDonald Everhart, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Laura T. Beyer oversees the case. Kristen Nardone, Esq., at Nardone Law, PLLC, represents the Debtor as legal counsel. HIGH VALLEY INVESTMENTS: Seeks to Extend Exclusivity to April 24 ---------------------------------------------------------------- High Valley Investments, LLC and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods for filing a chapter 11 plan and soliciting acceptances thereof to April 24, 2024 and June 24, 2024, respectively. Unless extended, the exclusive filing period and exclusive solicitation period will expire on January 25, 2024 and March 25, 2024, respectively. The Debtors explained that numerous burdens have been imposed by the Debtors' chapter 11 efforts, which have required a significant expenditure of time and effort on the part of the Debtors and their professional advisers, particularly because the Debtors have limited resources to assist them in their efforts. The Debtors claim that they have, among other things: (a) negotiated and obtained debtor in possession financing and the consensual use of certain cash collateral; (b) prepared and prosecuted various "first day" and "second day" pleadings; (c) established and implemented cash management and other operational controls; (d) obtained insurance coverage; (e) coordinated with parties in interest, including banks, tenants, property and construction managers, suppliers, and vendors; (f) responded to creditor inquiries to ensure a smooth transition into chapter 11; (g) prepared and filed their Schedules of Assets and Liabilities, Statements of Financial Affairs, and multiple monthly operating reports; (h) established various claims bar dates; (i) complied with the various reporting requirements under the Bankruptcy Code; (j) participated in mediation with parties in interest regarding the resolution of certain claims and causes of action; and (k) negotiated a term sheet and settlement agreement to govern the treatment of such parties' claims and causes of action in the Chapter 11 Cases. The Debtors added that now that they have negotiated and finalized the terms of a settlement agreement with one of their largest creditors, they anticipate filing a chapter 11 plan in the near term. High Valley Investments, LLC and its affiliates are represented by: Edmon L. Morton, Esq. Sean M. Beach, Esq. Allison S. Mielke, Esq. Shella Borovinskaya, Esq. Timothy R. Powell, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 N. King Street Wilmington, DE 19801 Tel: (302) 571-6600 Email: emorton@ycst.com sbeach@ycst.com amielke@ycst.com sborovinskaya@ycst.com tpowell@ycst.com About High Valley Investments High Valley Investments, LLC and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11616) on Sept. 27, 2023. In the petitions signed by John P. Madden, chief restructuring officer, High Valley disclosed up to $100,000 in estimated assets and up to $50 million in estimated liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Gibson, Dunn & Crutcher LLP as special counsel; and Emerald Capital Advisors Corp. to provide a chief restructuring officer (CRO) and additional personnel. Stretto, Inc. is the administrative advisor. IMPEL PHARMACEUTICALS: Hires Omni as Claims and Noticing Agent -------------------------------------------------------------- Impel Pharmaceuticals Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Omni Agent Solutions, Inc. as claims, noticing, and solicitation 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 cases of the Debtors. The firm will be paid as follows: Analyst $45 - $75 per hour Consultants $75 - $195 per hour Senior Consultants $200 - $240 per hour Solicitation and Securities Consultant $200 - $225 per hour Director of Solicitation and Securities $250 per hour Technology Consultant $85 - $155 per hour The retainer fee is $50,000. Paul Deutch, executive vice president of Omni Agent Solutions, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul H. Deutch Omni Agent Solutions, Inc. 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: (212) 302-3580 Fax: (212) 302-3820 Email: paul.web@omniagnt.com About Impel Pharmaceuticals Inc. Impel Pharmaceuticals Inc. is a commercial-stage pharmaceutical company developing transformative therapies for people suffering from diseases with high unmet medical needs. Impel offers development opportunities that pair its proprietary POD technology with well-established therapeutics. In September 2021, Impel received U.S. FDA approval for its first product, Trudhesa nasal spray, which is approved in the U.S. for the acute treatment of migraine with or without aura in adults. On the Web: https://impelpharma.com/ Impel Pharmaceuticals Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 23-80016) on Dec. 20, 2023. In the petition filed by Brandon Smith, as chief restructuring officer, the Debtor disclosed total assets of $35,073,000 and total debt of $126,978,000 as of Sept. 30, 2023. The case is overseen by the Honorable Bankruptcy Judge Stacey G. Jernigan. Impel is being advised by Moelis & Company LLC as its investment banker, Teneo Capital LLC as its financial advisor, and Sidley Austin LLP and Fenwick & West LLP as legal counsel. Omni Agent Solutions is the claims agent. INNOVATIVE NURSING: Hires Wright Law as Bankruptcy Counsel ---------------------------------------------------------- Innovative Nursing Solutions and Hospice Care LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ The Wright Law Alliance, P.C. as bankruptcy counsel. The firm will provide these services: (a) advise, assist and represent Debtor with respect to its rights, powers, duties and obligations in the administration of this case, the operation of its business and, as appropriate, the disposition of assets, the management of property, and the collection, preservation and administration of assets; (b) advise, assist and represent Debtor in connection with analysis of the assets, liabilities and financial condition of Debtor and other matters relating to Debtor’s business and the development of a strategy in connection with the preparation and filing of a plan of reorganization; (c) in connection with the development of a plan of reorganization and in consideration of sale of assets under 11 U.S.C. Section 363, to advise, assist and represent Debtor with regard to (i) negotiations with parties in interest; (ii) the formulation, preparation and presentation of associated documents; (iii) drafting, filing and presenting motions, pleadings and applications; (iv) compliance with statutory requirements and recognition of practical considerations so as to maximize value for claimants, including, without limitation, the mandatory and optional provisions of a plan, classification and impairment of creditors, the rights of equity security holders and other parties in interest, taxation issues and similar matters; and (v) assistance, advice and representation with regard to compliance with applicable reporting and other requirements; (d) advise, assist, and represent Debtor (i) with regard to objections to, or subordination of, claims for and against the estate; (ii) with regard to any claims and causes of action which the estate may have against various parties, including without limitation, claims for preferences, fraudulent conveyance and equitable subordination; (iii) to institute appropriate adversary proceedings or other litigation and to represent Debtor therewith with regard to such claims and causes of action; and (iv) to advise and represent Debtor with regard to the review and analysis of any legal issues incident to any of the foregoing; (e) advise, assist and represent Debtor with regard to the investigation of the desirability and feasibility of the rejection or assumption and potential assignment of any executory contracts or unexpired leases and to provide a review and analysis with regard to the requirements of the Bankruptcy Code and Bankruptcy Rules and the estate’s rights and powers with regard to such requirements, and the initiation and prosecution of appropriate proceedings in connection therewith; (f) advise, assist and represent the Debtor in connection with all applications, motions and complaints concerning reclamation, adequate protection, sequestration, relief from the automatic stay, use of cash collateral, disposition or other use of assets of the estate and all other similar matters; (g) advise, assist and represent the Debtor in connection with the sale or other disposition of any assets of the estate, including without limitation: (i) the investigation and analysis of the alternative methods of effecting same; (ii) employment of auctioneers, appraisers, or other person(s) to assist with regard thereto; (iii) negotiations with prospective purchasers and evaluation of any offers received; (iv) drafting of appropriate contracts, instruments of conveyance and other documents with regard thereto; (v) preparation, filing and service as required of appropriate motions, notices and other pleadings as may be necessary to comply with the Bankruptcy Code or the Bankruptcy Rules with regard to all of the foregoing; and (vi) representation of Debtor in connection with the consummation and closing of any such transaction; (h) prepare pleadings, applications, motions, reports and other papers incidental to administration, and to conduct examinations as may be necessary pursuant to Bankruptcy Rule 2004 or as otherwise permitted under applicable law; (i) provide support and assistance to Debtor with regard to the proper receipt, disbursement and accounting for funds and property of the estate; and (j) perform any other legal services incident or necessary to the proper administration of the case and the representation of the Debtor in the performance of its duties and exercise of its rights and powers under the Bankruptcy Code. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Angelyn M. Wright, Esq., a partner at The Wright Law Alliance, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Angelyn M. Wright, Esq. The Wright Law Alliance, P.C. 1244 Clairmont Road, Suite 222 Decatur, GA 30031-2890 Tel: (404) 373-9933 Fax: (888) 900-0610 Email: twlope@earthlink.net About Innovative Nursing Solutions and Hospice Care LLC Innovative Nursing Solutions and Hospice Care LLC in Conyers, GA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 23-62548) on December 19, 2023, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Phyllis Dove-Edwin, president/member-manager, signed the petition. THE WRIGHT LAW ALLIANCE, P.C. serve as the Debtor's legal counsel. INPIXON: Corrects Report on Warrants Exercise by Holders -------------------------------------------------------- Inpixon filed with the Securities and Exchange Commission a Current Report on Form 8-K/A which amends the Original Form 8-K to correct the amount of Existing Warrants that the Holders exercised pursuant to the Inducement Agreements. On Dec. 15, 2023, Inpixon filed a Current Report on Form 8-K which disclosed that on Dec. 15, 2023, the Company entered into warrant inducement letter agreements with the holders of the Common Stock Purchase Warrants issued by the Company on May 17, 2023 and transferred on Dec. 15, 2023, as applicable (as amended on June 20, 2023). The Original 8-K incorrectly stated that the Holders exercised an aggregate of 55,000,000 Existing Warrants pursuant to the Inducement Agreements. Pursuant to the Inducement Agreements, the Holders exercised an aggregate of 49,131,148 Existing Warrants for an aggregate exercise price of $2,520,427.88. On Dec. 19, 2023, the Company issued 46,555,462 shares of its common stock in connection with such exercise; 2,575,686 shares were not issued due to beneficial ownership blockers in the Existing Warrants. About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. INPIXON: May Issue 19.2M Additional Common Shares Under 2018 Plan ----------------------------------------------------------------- Inpixon filed with the Securities and Exchange Commission a Form S-8 registration statement to register an additional 19,164,297 shares of common stock under the 2018 Employee Stock Incentive Plan as a result of Quarterly Increases, which is comprised of 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on Jan. 1, 2022, 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on April 1, 2022, 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on July 1, 2022, 450,119 shares of Common Stock issuable a result of the Quarterly Increase that occurred on Oct. 1, 2022, 714,178 shares of Common Stock issuable a result of the Quarterly Increase that occurred on Jan. 1, 2023, 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on April 1, 2023, 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on July 1, 2023 and 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on Oct. 1, 2023. In addition, the Company filed the Registration Statement on Form S-8 to register an additional 39,486,668 shares of Common Stock that have not previously been registered but are available for issuance as a result of the 1-for-75 reverse stock split of the outstanding shares of Common Stock, effective as of Oct. 7, 2022. The 2018 Employee Stock Incentive Plan, as amended, includes a quarterly evergreen provision that provides for automatic quarterly increases in the number of shares reserved for issuance under the 2018 Plan. In addition, the 2018 Plan provides that the amount of shares of common stock, par value $0.001, of Inpixon that may be issued under the 2018 Plan will not be reduced in connection with a change in the outstanding shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations. On April 27, 2018, Jan. 25, 2019, April 19, 2019, Nov. 1, 2019, April 13, 2020, June 4, 2021 and Nov. 22, 2021, the Company filed with the SEC Registration Statements on Form S-8, Registration Nos. 333-224506, 333-229374, 333-230965, 333-234458, 333-237659, 333-256831, and 333-261282, respectively, relating to shares of Common Stock reserved for issuance under the 2018 Plan. A full-text copy of the Registration Statement is available for free at: https://www.sec.gov/Archives/edgar/data/1529113/000121390023100053/ea190841-s8_inpixon.htm About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. INPIXON: Plans to Sell $10 Million Worth of Common Stock -------------------------------------------------------- Inpixon filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the offering of $10,000,000 of shares of its common stock. The Company's common stock is listed on the Nasdaq Capital Market under the symbol "INPX." On Dec. 19, 2023, the last reported sale price of the Company's common stock on the Nasdaq Capital Market was $0.0618. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include research and development expenses, capital expenditures, working capital and general and administrative expenses, and potential acquisitions of or investments in businesses, products and technologies that complement its business, although the Company has no present commitments or agreements to make any such acquisitions or investments as of the date of this prospectus. A full-text copy of the preliminary prospectus is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1529113/000121390023097382/ea190146-s1_inpixon.htm#a_001 About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon reported a net loss of $66.3 million in 2022, a net loss of $70.13 million in 2021, a net loss of $29.21 million in 2020, a net loss of $33.98 million in 2019, and a net loss of $24.56 million in 2018. IQ DENTAL: Seeks Approval to Hire Vestcorp LLC as Accountant ------------------------------------------------------------ IQ Dental Supply, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Vestcorp LLC as its accountant. The firm's services include: a. preparing the Debtor's federal and New Jersey state tax returns; b. assisting the Debtor in connection with preparing and filing of monthly operating reports; c. assisting the Debtor with preparing such analyses as the Debtor may request to assist in connection with the Debtor's (or the Debtor's other professional advisors) negotiations, meetings, and telephone conferences with creditors or other parties; and d. performing such other financial services for the Debtor, as may be necessary and appropriate. The firm's current hourly billing rates are as follows: Managing Director $400/hour Principal $350/hour Accountant $250/hour Associate $195/hour As disclosed in the court filings, Vestcorp LLC is a disinterested person under 11 U.S.C. Sec. 101(14). The firm can be reached through: Irv Schwarzbaum, CPA VESTCORP LLC 623 Eagle Rock Avenue, Suite 364 West Orange, NJ Tel: (973) 787-0123 Email: ischwarzbaum@vestcorp.net 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. KAFHAYAAYNSAD ENTERPRISE: Hires Hyperams LLC as Appraiser --------------------------------------------------------- Kafhayaaynsad Enterprise, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ Hyperams, LLC as appraiser. The firm will appraise the Debtor's specialized medical equipment located at 9560 Main Street, Suite 1, Clarence, New York 14031. The firm will be paid a fixed fee of $7,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jones, a member of Hyperams, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Jones Hyperams, LLC 980 Carnegie Street Rolling Meadows, IL 60008 Tel: (262) 853-6270 Email: mjones@hyperams.com About Kafhayaaynsad Enterprise, LLC Kafhayaaynsad Enterprise LLC -- https://myhealth360wellness.com -- doing business as My Health 360 Wellness is a company that provides personalized, attentive and empathetic health and wellness care in a safe environment with an integrative and holistic approach to promote a state of complete physical, mental and social well being. Kafhayaaynsad Enterprise LLC sought relief under Subchapter v of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.Y. (Case No. 23-10989) on October 4, 2023. In the petition filed by Umbrine Fatima, as managing member, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by Scott Bogucki, Esq., at Gleichenhaus, Marchese & Weishaar, PC. KC TRUCKING: Seeks to Hire Exit Strategy USA as Financial Advisor ----------------------------------------------------------------- KC Trucking & Equipment, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Exit Strategy USA as their financial advisor. The firm will render these services: (a) assistance with record keeping and preparation of financial statements; (b) review of financial information, including, but not limited to, analyses of invoices, cash receipts, disbursements, and financial statement items; (c) preparation of filings required by the Bankruptcy Court, the Office of the United States Trustee, and the Subchapter V Trustee, including, but not limited to, schedules of assets and liabilities, statements of financial affairs and monthly operating reports; (d) financial advisory services including the preparation of a liquidation analysis, and a monthly analysis of financial information (including analysis of significant changes financially, operationally, or otherwise); (e) assistance with preparation of the proposed business plan and financial projections; (f) assistance in preparing and/or reviewing documents necessary for confirmation; (g) assistance with claims resolution procedures, including, but not limited to, analyses of creditors' claims by type and entity; and (h) provision of such other services as may be required by additional issues and developments not anticipated as of the Application date. The firm will $150 per hour for services rendered by Paul Daryl Schouest, managing member. Exit Strategy also requires an advance deposit of $1,500 to be paid upon execution of the proposed engagement agreement. Exit Strategy neither holds nor represents any adverse interest to the Debtor or its estate, according to court filings. The firm can be reached through: Paul Daryl Schouest Exit Strategy USA PO Box 390 Leonville, LA 70551 Phone: (337) 418-8290 Email: darylschouest@gmail.com About KC Trucking & Equipment KC Trucking & Equipment, LLC, 5-KCT Holdings, LLC and 5-KCT Realty, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Lead Case No. 23-20507) on November 14, 2023. The petitions were signed by Kenneth Crooks as owner. At the time of filing, KC Trucking estimated $3,481,917 in assets and $2,881,888 in liabilities. 5-KCT Holdings disclosed $1,706,175 in liabilities. 5-KCT Realty estimated $880,000 in assets and $1,706,175 in liabilities. Judge John W. Kolwe presides over the cases. Conner L. Dillon, Esq. at Gold, Weems, Bruser, Sues & Rundell represents the Debtors as counsel. LTGF BUSINESS: Ruediger Mueller of TCMI Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI, Inc. as Subchapter V trustee for LTGF Business Trust. Mr. Mueller will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mueller declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ruediger Mueller TCMI, Inc. 1112 Watson Court Reunion, FL 34747 Email: truste@tcmius.com About LTGF Business Trust LTGF Business Trust sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01538) on December 19, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Gerard A. McHale, chief liquidating officer, signed the petition. Judge Caryl E. Delano oversees the case. Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP represents the Debtor as legal counsel. MATTHEWS TIMBER: Seeks to Tap Biggs Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ Matthews Timber Transport, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Biggs Law Firm, PLLC to handle its Chapter 11 case. The firm's services include: a. undertaking any and all steps and actions necessary to authorize the use of cash collateral pursuant to Sec. 363 of the Bankruptcy Code, if applicable; b. advising the Debtor with respect to its powers and duties as debtor-in-possession in the continued management, operation, and reorganization of its business; C. reviewing any and all claims asserted against the Debtor by its creditors, equity holders, and parties in interest; D. representing the Debtor's interests at the Meeting of Creditors under Sec. 341 of the Bankruptcy Code, and at any other hearing or conference scheduled in the Bankruptcy Case before the Court related to the Debtor; E. attending any meetings, conferences, and negotiations with representatives of creditors and other parties in interest; F. reviewing and examining, if necessary, any and all transfers which may be avoided a preferential or fraudulent transfers under the appropriate provisions of the Bankruptcy Code; G. taking any and all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, negotiations concerning all litigation in which the Debtor is, or may become involved, and objections to any claims filed against the bankruptcy estate of the Debtor; H. preparing, on behalf of the Debtor all motions, applications, answers, orders, reports, and pleadings necessary to the administration of the bankruptcy estate; I. preparing, on behalf of the Debtor, any plan of reorganization, disclosure statement, and all related agreements and/or documents, and take any necessary actions on behalf of the debtor to obtain confirmation of such plan of reorganization and approval of such disclosure statement; J. representing the Debtor in connection with any potential post petition financing; K. advising the Debtor in connection with the sale or liquidation, if applicable, of any assets and property to third parties; L. appearing before the Court, or any such appellate court, and the Office of the Bankruptcy Administrator to protect the interests of the Debtor and the bankruptcy estate; M. representing the Debtor with respect to any general, corporate, or transactional matters that arise during the course of the administration of the Bankruptcy Case; and N. assisting and advising the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of any corporate transactions, including sales of assets, in the Bankruptcy Case. The firm received a retainer in the amount of $15,000. As disclosed in court filings, Biggs Law Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Laurie B. Biggs, Esq. Biggs Law Firm, LLC 9208 Falls Of Neuse Road, Suite 120 Raleigh, NC 27615 Telephone: (919) 375-8040 Facsimile: (919) 341-9942 Email: lbiggs@biggslawnc.com About Matthews Timber Matthews Timber Transport, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-03521) on Dec. 4, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Pamela W. Mcafee oversees the case. Laurie B. Biggs, Esq., at Biggs Law Firm, PLLC represents the Debtor as bankruptcy counsel. MEDCOMP SCIENCES: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ MedComp Sciences, LLC asks the U.S. Bankruptcy Court for the Middle District of Louisiana for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay for the moving and storage of its files and records. As of the date of the motion, the Debtor has $10,824 in cash. Per the recommendation of Greta M. Brouphy, the Subchapter V Trustee, these funds have been deposited into the trust account of undersigned counsel for safe keeping. The Debtor requests that it be authorized to use up to $10,824 for the purpose of moving and storing eight years of files and records that may be relevant in civil and criminal matters in the United States District Court for the Middle District of Louisiana. The Debtor estimates that it will not need the entire $10,824 but moves for authority to use the entirety of the funds out of an abundance of caution. As adequate protection, the Debtor proposes granting Hancock Whitney Bank replacement liens on the bankruptcy estate's avoidance actions. As the Subchapter V Trustee observed during the December 20, 2023 hearing, there may be significant avoidance actions for a chapter 7 trustee to investigate. Further, the Debtor submits that Hancock Whitney Bank is also adequately protected by personal guarantees from the Debtor's members. A copy of the motion is available at https://urlcurt.com/u?l=8ZhFUm from PacerMonitor.com. About MedComp Sciences, LLC MedComp Sciences, LLC owns and operates a medical and diagnostic laboratory. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. La. Case No. 23-10554) on August 22, 2023. In the petition signed by Brad Schaeffer, authorized representative, the Debtor disclosed up to $10 million in assets and $10 million in liabilities. Ryan J. Richmond, Esq., at STERNBERG, NACCARI & WHITE, LLC, represents the Debtor as legal counsel. MEP INFRASTRUCTURE: Court OKs Cash Collateral Access Thru Jan 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorized Aviation Safety Resources, Inc., S.E., Inc. d/b/a Strong Enterprises, and Pioneer Aerospace Corporation, to use cash collateral on an interim basis, in accordance with the budget, with 10% variance, through January 31, 2024. As adequate protection to the U.S. Small Business Association; BlueVine Inc.; Byz Funder NY LLC; NewCo Capital Group VI LLC; CloudFund LLC; and Rocket Capital NY LLC, for the use of their Collateral or cash collateral, the Lien Claimants are granted post-petition replacement liens, to the extent and with the same priority as held pre-petition, in and to the cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral. A further hearing on the matter is set for January 8 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=HMrNnw from PacerMonitor.com. The Debtor projects $7,450 in net revenue and $246,463 in total expenses for January 2024. About MEP Infrastructure MEP Infrastructure Solutions, Inc. is a Chicago-based company that provides architectural, engineering and related services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-08505) on June 28, 2023, with $1 million to $10 million in assets and liabilities. Santos A. Torres, president, signed the petition. Judge A. Benjamin Goldgar oversees the case. Paul M. Bauch, Esq., at Bauch & Michaels, LLC is the Debtor's counsel. METAVINE INC: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: Metavine, Inc. f/k/a WASP Software Inc. 440 N. Barranca Ave., #7703 Covina, CA 91723 Business Description: Metavine delivers a no-code digital agility platform and has successfully acquired enterprise customers in a range of industries, including Internet-of-Things (IoT), banking, healthcare, telematics, and sales and marketing. Metavine brings an innovative approach to the application lifecycle by enabling companies to achieve cloud-first digital agility, thereby reducing time to marketing, optimizing utilization of resources, and rapidly innovating and delivering disruptive business solutions. Chapter 11 Petition Date: January 3, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10025 Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyg.com Debtor's Special SEC Counsel: DTO LAW Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Angel Orrantia as chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ORTQRAY/Metavine_Inc__cacbke-24-10025__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 10 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. US Securities & Exchange Judgment $34,099,206 Comission Christopher Carney/ Kenneth W. Donne 100 F Street N.E. Washington, DC 20549 Christopher Carney/ Kenneth W. Donne Phone: 202-551-2379 Email: carneyc@sec.gov 2. Anne Osborne Unpaid Salary $593,200 97 Bliesner Road Obum Obum, Queensland Phone: +61.427.576.701 Email: mail@orangeservices.com.au 3. Delgado Tarango O'Neill LLP Legal Services $201,807 601 S. Figueroa Street Suite 2130 Los Angeles, CA 90017 Justin T. Goodwin Phone: 213.335.7054 Email: jgoodwin@dtolaw.com 4. GreenbergTraurig LLP Legal Services $123,909 One Vanderbilt Avenue New York, NY 10017 Pallav Raghuvanshi Phone: 212.801.9251 Email: raghuvanship@gtlaw.com 5. Oracle Credit Corporation Computer $91,297 500 Oracle Parkway Services Redwood City, CA 94065-1678 Donatella Galluccio Email: Donatella.Galluccio@oracle.com 6. VantagePod Pty Ltd Professional $90,000 3/100 Campbell Street Services Suite 1252 Bowen Hills, Queensland Email: finance@vantagepod.com 7. Oracle America, Inc. Computer $24,829 500 Oracle Parkway Services Redwood City, CA 94065-1678 Phone: 888.803.7414 Email: collections_us@oracle.com 8. Franchise Tax Board Taxes $21,745 Bankruptcy Section, MS: A-340 P.O. Box 2952 Sacramento, CA 95812-2952 9. Mazars USA LLP Accounting $20,800 135 West 50th Street Services New York, NY 10020 Alexander DeRienzo Phone: 646.225.5907 Email: Alexander.DeRienzo@mazarsusa.com 10. Internal Revenue Service Taxes $7,223 P.O. Box 7346 Philadelphia, PA 19101-7346 MINIM INC: Adds Three Members to Board of Directors --------------------------------------------------- Minim, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Dec. 28, 2023, the Board of Directors of the Company increased the size of the Board from four to seven directors and voted to elect Avraham Ben-Tzvi and Matthew C. McMurdo as new, independent directors, and David E. Lazar as a director, to fill the vacancy on the Board created by increased size of the Board. The initial term as director for Messrs. Ben-Tzvi, McMurdo, and Lazar will expire at the Company's 2024 annual meeting of stockholders. At the time of the election, none of the new directors were appointed to any committees of the Board of Directors. The Board deemed Mr. Ben-Tzvi and Mr. McMurdo as independent pursuant to Rule 5605 of the Nasdaq Listing Requirements. The Board intends to engage Mr. Lazar as an executive officer of the Company, and thereby does not deem him independent. Avraham Ben-Tzvi (53) is the founder of ABZ Law Office, a boutique Israeli law firm specializing in corporate & securities laws, commercial law & contracts, and various civil law matters, as well as providing outsourced general counsel services for publicly traded as well as private companies and corporations, which he established in January 2017. Mr. Ben-Tzvi served as chief legal officer and general counsel of Purple Biotech Ltd. (formerly Kitov Pharma Ltd.) (NASDAQ/TASE: PPBT), a clinical-stage company advancing first-in-class therapies to overcome tumor immune evasion and drug resistance, from November 2015 until April 2020. Prior to that, Mr. Ben-Tzvi served as General Counsel and Company Secretary at Medigus Ltd. (NASDAQ/TASE: MDGS), a minimally invasive endosurgical tools medical device and miniaturized imaging equipment company, from April 2014 until November 2015. Prior to that he served as an attorney at one of Israel's leading international law firms where, amongst other corporate and commercial work, he advised companies and underwriters on various offerings by Israeli companies listing in the US and on various SEC related filings. Prior to becoming a lawyer, Mr. Ben-Tzvi worked in several business development, corporate finance and banking roles at companies in the financial services, lithium battery manufacturing and software development industries. Since August 2022, Mr. Ben-Tzvi has been serving as a member of the Board of Directors of Titan Pharmaceuticals, Inc. (NASDAQ: TTNP), a pharmaceutical company, where he is also Chair of the Nominating Committee. Mr. Ben-Tzvi holds a B.A., magna cum laude, in Economics from Yeshiva University in New York and an LL.B., magna cum laude from Sha'arei Mishpat College of Law in Hod HaSharon, Israel. Mr. Ben-Tzvi is a licensed attorney and member of the Israel Bar Association, and is also licensed as a Notary by the Israeli Ministry of Justice. Based on Mr. Ben-Tzvi's extensive legal experience and knowledge in the fields of civil-commercial law and corporate and securities law, and his previous public company and commercial business experience, the Company's Board believes that Mr. Ben-Tzvi has the appropriate set of skills to serve as a member of the Board. Matthew C. McMurdo (51) has served as managing member of McMurdo Law Group, LLC, a corporate law practice, since 2010. Previously, Mr. McMurdo was a Partner at Nannarone & McMurdo, LLP, a boutique law firm, from 2008 to 2010. In addition, Mr. McMurdo served as general counsel of Berkley Asset Management LLC, the general partner of a real estate fund focused on opportunistic and distressed real estate assets, from 2011 to 2013. Mr. McMurdo was Of-Counsel at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., from 2007 to 2008 and an associate at Greenberg Traurig, LLP from 2006 to 2007. Since August 2022, Mr. McMurdo has been serving on the Board of Directors, of Titan Pharmaceuticals Inc. (NASDAQ: TTNP), where he also serves on the audit and nomination committee and is chairman of the compensation committee. Mr. McMurdo holds a B.S. in Finance from Lehigh University and a J.D., cum laude, from Benjamin N. Cardozo School of Law. Based on Mr. McMurdo's extensive experience and knowledge in the fields of corporate and securities law, and his previous public company and commercial business experience, the Company's Board believes that Mr. McMurdo has the appropriate set of skills to serve as a member of the Board. David E. Lazar (33) has served as the chief executive officer of Titan Pharmaceuticals Inc. listed on the Nasdaq (TTNP) since August 2022, where he also served as a director and board chairman from August 2022 until October 2023. He has also served as the CEO of Custodian Ventures LLC, a company which specializes in assisting distressed public companies through custodianship, since February 2018, and Activist Investing LLC, an actively managed private investment fund, since March 2018. Previously, Mr. Lazar served as managing partner at Zenith Partners International Inc., a boutique consulting firm, from July 2012 to April 2018. In his role as Chief Executive Officer of Custodian Ventures LLC, Mr. Lazar has successfully served as a custodian to numerous public companies across a wide range of industries. Based on Mr. Lazar's diverse knowledge of financial, legal and operations management, public company management, accounting, audit preparation, due diligence reviews and SEC regulations, the Company's Board believes that Mr. Lazar has the appropriate set of skills to serve as a member of the Board. About Minim Inc. Minim was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections. Headquartered in Manchester, New Hampshire, Minim holds the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax adapters and mesh home networking devices. Minim reported a net loss of $15.55 million in 2022 following a net loss of $2.20 million in 2021. The Company's operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the nine months ended June 30, 2023, the Company incurred a net loss of $9.7 million and had positive cash flows from operating activities of $2.5 million. As of June 30, 2023, the Company had an accumulated deficit of $84.5 million and cash and cash equivalents of $0.3 million. The Company implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its cost in relation to its sales and adjust its cost structure accordingly. The Company said its financial position and operating results raise substantial doubt about its ability to continue as a going concern. MOBILE ADDICTION: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Mobile Addiction LLC 8918 W 21st St N Ste 200 #288 Wichita, KS 67205-1880 Chapter 11 Petition Date: January 2, 2024 Court: United States Bankruptcy Court District of Kansas Case No.: 24-10002 Judge: Hon. Mitchell L Herren Debtor's Counsel: Nicholas R. Grillot, Esq. HINKLE LAW FIRM LLC 1617 N. Waterfront Parkway, Suite 400 Wichita, KS 67206 Tel: 316-267-2000 Fax: 316-264-1518 Email: ngrillot@hinklaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by William E. Long as chief executive officer/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/QH4PGXY/Mobile_Addiction_LLC__ksbke-24-10002__0001.0.pdf?mcid=tGE4TAMA MOREY MACHINING: Kathleen DiSanto Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at Bush Ross, P.A., as Subchapter V trustee for Morey Machining & Manufacturing, Inc. Ms. DiSanto will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. DiSanto declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Kathleen L. DiSanto, Esq. Bush Ross, P.A. P.O. Box 3913 Tampa, FL 33601-3913 Phone: (813) 224-9255 Fax: (813) 223-9620 Email: disanto.trustee@bushross.com About Morey Machining & Manufacturing Morey Machining & Manufacturing, Inc. is a family-owned and operated business dedicated to providing machining and fabrication services. The company is based in Fort Myers, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01556) on December 22, 2023, with $1,458,706 in assets and $1,516,760 in liabilities. Timothy E. Morey, president and owner, signed the petition. Judge Caryl E. Delano oversees the case. Mike Dal Lago, Esq., at Dal Lago Law represents the Debtor as bankruptcy counsel. MOVIA ROBOTICS: Court Approves Disclosure Statement --------------------------------------------------- Judge James J. Tancredi has entered an order approving the Disclosure Statement of Movia Robotics, Inc. Jan. 27, 2024, is fixed as the last day for returning written ballots of acceptance or rejection of the Plan. Feb. 8, 2024, at 2:00 p.m. is fixed as the hearing date to consider Confirmation of the Chapter 11 Plan at 450 Main Street, Hartford, Connecticut. Written objections to the Plan, pursuant to Bankruptcy Rule 3020(b) will be filed with the Court no later than Jan. 27, 2024. The Report of Ballots and Administrative Expenses will be filed with the Court on or before Feb. 6, 2024. About Movia Robotics Movia Robotics, Inc., was a collaborative robotics company building systems and software to help children on the autism spectrum learn and grow using robotic technology. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 23-20024) on Jan. 18, 2023, with up to $10 million in both assets and liabilities. Timothy Gifford, president of Movia Robotics, signed the petition. Judge James J. Tancredi oversees the case. The Debtor tapped Timothy D. Miltenberger, Esq., at Cohn Birnbaum & Shea, P.C. as legal counsel; Supporting Strategies as bookkeeper; and Koos & Company, P.C. as accountant. MULLEN AUTOMOTIVE: Sues Gem, 2 Others for Securities Law Violation ------------------------------------------------------------------ Mullen Automotive Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it filed a complaint in the U.S. District Court for the Southern District of New York alleging Gem Global Yield LLC SCS, Gem Yield Bahamas Limited, and Christopher F. Brown (founder of GEM Global and GEM Bahamas), engaged in an unlawful securities transaction with the Company as an unregistered dealer under U.S. securities laws. The complaint alleges that, "By failing to comply with the dealer registration requirements and federal securities laws, the GEM Defendants purposefully "operated under the radar" to avoid important regulatory obligations that govern dealer conduct in the marketplace, including submitting to regulatory inspections and oversight, following financial responsibility rules, and maintaining books and records. "While the GEM Defendants engaged in this conduct, they were not registered with the SEC as dealers or associated with dealers registered with the SEC." The Company said there are three agreements relevant to this action: (1) on Jan. 4, 2021, the GEM Defendants entered into a share purchase agreement with Mullen Technologies, Inc. where the GEM Defendants agreed to purchase MTI common stock having an aggregate value of $350,000,000; (2) in connection with the SPA, on Jan. 4, 2021, the GEM Defendants entered into a warrant to purchase common shares with MTI, where the GEM Defendants were entitled to purchase up to 6.6% of outstanding MTI common stock at a par value of $.001 per share; and (3) a registration rights agreement. The Plaintiffs ask the Court to rescind the Warrant, award rescissionary damages and such other relief as the Court deems just and equitable to effectuate the voiding and recission of the Warrant, and award Plaintiffs their attorneys' fees and costs associated with this litigation. The Plaintiffs are represented by: Mark R. Basile, Esq. THE BASILE LAW FIRM, P.C. 390 N. Broadway, Ste. 140 Jericho, NY 11753 Tel: (516) 455-1500 Fax: (631) 498-0748 Email: mark@thebasilelawfirm.com A copy of the complaint is available for free at: https://www.sec.gov/Archives/edgar/data/1499961/000110465923130523/tm2333913d2_99-1.htm 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. The Company operated as the EV division of Mullen Technologies, Inc. until Nov. 5, 2021, at which time the Company underwent a capitalization and corporate reorganization by way of a spin-off by the Company to its shareholders, followed by a reverse merger with and into Net Element, Inc.. 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. MURRIETA HOLDINGS: Unsecureds to be Paid in Full in Plan -------------------------------------------------------- Murrieta Holdings 2012-12, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement which relates to accompanying Chapter 11 Plan dated January 1, 2024. The Plan consists of refinance of the Debtor's real property with a loan in process. The proceeds of the loan are expected to pay in full all claims, 100% Plan. Shortly after the land was purchased, a lawsuit was filed against another entity owned by the member claiming that a property being purchased in that project Related to that suit, the plaintiff recorded lis pendens on property both involved in that claim and the subject property owned by Debtor. Additionally, the purchase financing on both that property and the Debtor's property was through Galloway Financial, the secured creditor in both projects. The Debtor and Debtor's member succeeded in getting the lis pendens lifted, but in the meanwhile the existing loan went into default, and ultimately there was a threatened foreclosure, during the pandemic which triggered the filing of the bankruptcy petition. Class 2A consist of Real Estate Secured Creditors. The Secured Claims of Galloway Financial, LLC I and Galloway Financial, LLC II will be paid in full from the refinance proceeds. Class 4 consists of Nonpriority Unsecured Claims. The Unsecured Claim of Ford & Diulio, LLP in the amount of $35,000.00 will be paid off in full from refinance proceeds. A full-text copy of the Disclosure Statement dated January 1, 2024 is available at https://urlcurt.com/u?l=Tjqp9t from PacerMonitor.com at no charge. Debtor's Counsel: James Mortensen, Esq. SOCAL LAW GROUP, PC 2855 Michelle Drive Suite 120 Irvine CA 92606 Tel: 213-387-7414 E-mail: james@socallawgroup.com About Murrieta Holdings Murrieta Holdings 2012-12, LLC, owns a vacant land in Vista, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12045) on Oct. 4, 2023, with $2,800,000 in assets and $1,234,000 in liabilities. D. Scott Abernethy, manager, signed the petition. Judge Theodor Albert oversees the case. James Mortensen, Esq. of SOCAL LAW GROUP, PC, is the Debtor's legal counsel. MV REALTY PBC: Seeks Cash Collateral Access ------------------------------------------- MV Realty Holdings, LLC and affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, for authority to continue using cash collateral on an interim basis in accordance with the budget. The Debtors require the use of cash collateral to fund payroll, rent, insurance and other costs related to its business operations. Financing - Goodwood I On February 11, 2020, MV Receivables I, LLC, a wholly owned subsidiary of PBC, entered into a credit agreement with Goodwood Fund, as the initial lender, and Goodwood Inc., as agent. The parties also executed, among other documents, a Security Agreement. PBC and Receivables I also entered a Purchase and Contribution Agreement pursuant to which Receivables I agreed to purchase HBAs acquired with amounts advanced under the terms of the Goodwood I Credit Agreement. The advance rate is typically 60% of discounted eligible receivables. The amount of $10 million has been advanced under the Goodwood I Credit Agreement. Under the Goodwood I Security Agreement, Receivables I granted a security interest in and to its assets. PBC signed a limited guarantee of amounts owed by Receivables I under the Goodwood I Credit Agreement. Financing – Monroe Capital On July 28, 2021, Receivables II entered into a $40 million senior secured delayed draw credit facility with Monroe Capital Management Advisors, LLC, as administrative and collateral agent, and the lenders under the Monroe Credit Facility. Receivables II and Monroe Capital executed, among other documents, a Credit Agreement, Security Agreement. The Monroe Lenders have advanced the amount of $40 million to Receivables II under the Monroe Credit Facility, the proceeds of which were to be used to acquire eligible receivables in accordance with the Monroe Credit Agreement and to fund operations and other related expenses. Financing - Goodwood II On November 4, 2022, MV Receivables III, LLC, Goodwood MV Realty LP, as the initial lender, and Goodwood, Inc., as agent, entered into a Credit Agreement. The parties also executed, among other documents, a Security Agreement. In accordance with the Goodwood II Credit Agreement, Receivables IIII agreed to purchase HBAs acquired with amounts advanced under the terms of the Goodwood II Credit Agreement. The advance rate was approximately 60% of the net present value of eligible receivables under the HBAs. The amount of $4.500 million has been advanced. In February 2023, Holdings executed senior notes with eight shareholders of Holdings, who advanced a total of $12.968 million. There is approximately $14.1 million outstanding, including accrued interest, under the Shareholder Notes. The proceeds borrowed were used to fund operations. Additionally, in 2021 and 2022, Holdings executed two rounds of convertible notes, one of which has since converted. The later round, which was in the total amount of $6.070 million has not been converted. Monroe is currently owed approximately $44.8 million, while the Goodwood I Lenders and Goodwood II Lenders are owed approximately $7.408 million and $4.460 million, respectively. As of September 5, 2023, the net present value of the collateral securing the foregoing obligations was (a) $89.315 million (Monroe), (b) $12.7 million (Goodwood I), and (c) $6.106 million (Goodwood II). Holdings has additional HBAs with an aggregate net present value of approximately $12.9 million. Accordingly, the total net present value of HBAs exceeds $120 million. The Debtors submit that Goodwood and Monroe Capital are over-secured when considering the value of the Debtors' accounts, HBAs, and eligible receivables. Therefore, the Debtors believe the equity cushions, as well as continuing and replacement liens granted by the Court result in the interests of Goodwood and Monroe Capital being adequately protected. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=ux7dRB from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $120,475 for the week ending January 7, 2024; $497,675 for the week ending January 14, 2024; $635,475 for the week ending January 21, 2024; and $42,975 for the week ending January 28, 2024. About MV Realty PBC, LLC MV Realty PBC, LLC is a real estate brokerage. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Lead Case No. 23-17590) on September 22, 2023. In the petition signed by Antony Mitchell, authorized party, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Erik P. Kimball oversees the case. Michael D. Seese, Esq., at Seese, PA, represents the Debtor as legal counsel. NEW WAVE PROPERTY: Seeks Cash Collateral Access ----------------------------------------------- New Wave Property Service, LLC asks the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, for authority to use cash collateral and provide adequate protection. The Debtor has performed a preliminary investigation and analysis of UCC filings against it and based upon that investigation believes—and without waiving it rights to challenge the validity, priority, and extent of the liens—The Huntington National Bank is the only secured creditor that may have a valid and enforceable lien on cash collateral. The Debtor is obligated to Huntington pursuant to four secured loans which currently have outstanding balances of approximately $731,462, $349,500, $170,371, and $352,678; however, it is worth noting these balances are likely slightly higher, as the Debtor does not have updated payoffs through the Petition Date. The Huntington Loans appeared to be validly secured and appear to be prior to any other security interest in any cash collateral. In exchange for using cash collateral, the Debtor proposes providing Huntington with adequate protection in the form of replacement liens on cash collateral to the same extent and priority as Huntington enjoyed prior to the Petition Date and operating under the budget. The Debtor is also amenable to making principal and interest payments commencing in the month of January. A copy of the motion is available at https://urlcurt.com/u?l=nGQqvH from PacerMonitor.com. About New Wave Property Service, LLC New Wave Property Service, LLC is a family-owned-and-operated lawn care company offering lawn care, tree, and irrigation services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-05800) on December 29, 2023. In the petition signed by Jeremy Ryan, authorized representative, the Debtor disclosed $1,277,607 in assets and $3,781,668 in liabilities. Judge James M. Carr oversees the case. Jeffrey Hester, Esq., at HESTER BAKER KREBS LLC, represents the Debtor as legal counsel. PANGEA ORGANICS: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Pangea Organics, Inc. to use cash collateral on an interim basis, in accordance with the budget, with a 15% variance. As adequate protection, Pangea-PI, LLC, the Small Business Administration, and Michael Pehl are granted a post-petition lien on all post-petition inventory and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of the Secured Creditors' interest in the collateral pursuant to 11 U.S.C. section 361(2). All replacement liens will hold the same relative priority to assets as did the pre-petition liens. The Debtor will keep the Secured Creditors' collateral fully insured. A continued hearing on the matter is set for January 12, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=vXTWz6 from PacerMonitor.com. About Pangea Organics, Inc. Pangea Organics, Inc. offers a selection of skincare and bodycare products. Pangea claims that its all-new skincare collection harnesses the highest concentration of nature-rich ingredients combined with clinically-proven actives for the most effective products, from soil to skin. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-15826) on December 18, 2023. In the petition signed by Joshua Onysko, chief executive officer, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Michael E. Romero oversees the case. Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley PC, represents the Debtor as legal counsel. PAULSON'S TRANSPORT: Hires Palmer & Associates PLLC as Counsel -------------------------------------------------------------- Paulson's Transport, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Palmer & Associates, PLLC as counsel. The firm will provide these services: a. assisting the Debtor in the investigation of the financial affairs of the estate; b. providing legal advice and assistance to the Debtor with respect to matters relating to this case and creditor distribution; c. preparing all pleadings necessary for proceedings arising under this case; and d. performing all necessary legal services for the estate in relation to this case. The firm will be paid at these rates: Attorneys $350 per hour Associates $300 per hour Paralegals $125 per hour The firm received from the Debtor a retainer of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven M. Palmer, Esq., a partner at Palmer & Associates, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven M. Palmer, Esq. PALMER & ASSOCIATES, PLLC 6912 220th St. SW, STE 113 Tel: (425) 292-8009 Fax: (425) 491-7178 Email: spalmer@sound-law.com About Paulson's Transport, Inc. Paulson's Transport Inc. -- https://www.paulsonstransport.com is a transporter of shipping containers in Washington, Oregon, Idaho, Montana, Wyoming, Nevada and California areas. Paulson's Transport Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11959) on October 14, 2023, with total assets of $1,293,527 and total liabilities of $1,728,154. Charles Christian Carr, president, signed the petition. Judge Marc Barreca oversees the case. The Debtor tapped Steven M Palmer, Esq., at Curtis, Casteel & Palmer, PLLC as legal counsel and Kerry Van Duren, CPA, at Goodsell & Associates, Inc. as accountant. PENN CENTER HARRISBURG: Hires NAI CIR as Real Estate Broker ----------------------------------------------------------- Penn Center Harrisburg, L.P. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ NAI CIR Commercial Real Estate Services as a real estate broker. The firm will market and sell the Debtor's real property located at and known as 2601 and 2643 N 3rd Street and 349 Wiconisco Street, City of Harrisburg, Dauphin County, Pennsylvania. The firm will be paid a commission of 4 percent of the sale price in the event of sale. In the event of a lease, a commission of 6 percent of the total aggregate rental. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robin Zellers NAI CIR Commercial Real Estate Services 1015 Mumma Road Lemoyne, PA 17043 Tel: (717) 761-5070 Fax: (717) 975-9835 About Penn Center Harrisburg, L.P. Penn Center Harrisburg, LP sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-02771) on December 7, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Michael Daley, partner, signed the petition. Judge Henry W. Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff, Warshawsky PC, represents the Debtor as legal counsel. PILL CLUB: Exclusivity Period Extended to January 15 ---------------------------------------------------- Judge Edward L. Morris of the U.S. Bankruptcy Court for the Northern District of Texas extended the exclusive period for The Pill Club Pharmacy Holdings and its affiliates to file a chapter 11 plan to January 15, 2024. The judge also extended the Debtors' exclusive period to solicit votes for the chapter 11 plan to February 29, 2024. The Pill Club Pharmacy Holdings and its affiliates are represented by: Katherine A. Preston, Esq. 800 Capitol St., Suite 2400 Houston, TX 77002 WINSTON & STRAWN LLP Tel: (713) 651-2600 Email: kpreston@winston.com - and - Timothy W. Walsh, Esq. WINSTON & STRAWN LLP 200 Park Avenue New York, NY 10166 Tel: (212) 294-6700 Email: twwalsh@winston.com About The Pill Club Pharmacy Holdings The Pill Club Pharmacy Holdings, LLC is a digital healthcare platform. The company says it is "on a mission to empower women and people who menstruate to lead their healthiest lives." It combines telemedicine and direct-to-consumer pharmacy. Pill Club Pharmacy Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 23-41090) on April 18, 2023. In the petition signed by Elizabeth Meyerdirk, chief executive officer, the Debtors disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Edward L. Morris oversees the cases. The Debtors tapped Katherine A. Preston, Esq., at Winston and Strawn, LLP as general bankruptcy counsel; Accordion Partners, LLC as financial advisor; and BMC Group, Inc. as claims, noticing, solicitation and administrative agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Akerman, LLP and Buchalter, A Professional Corporation. POTRERO MEDICAL: Hires Bielli & Klauder LLC as Co-Counsel --------------------------------------------------------- Potrero Medical, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Bielli & Klauder, LLC as co-counsel. The firm's services include: a. providing the Debtor legal advice with respect to its powers and duties as debtor in possession in the continued operation of its business and management of its properties; b. assisting in taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the behalf of Debtor, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor are involved, and the preparation of objections to claims filed against the Debtor's estate; c. preparing or assisting in preparing of the Debtor all necessary schedules, statements, applications, answers, orders, reports, motions and notices in connection with the administration of the estate of the Debtor; d. preparing responses to applications, motions, other pleadings, notices, and other papers that may be filed and served in the case; e. appearing before this Court and such other courts as may be appropriate to represent the interests of the Debtor in matters that require representation and to represent and assist the Debtor in negotiations with other parties in interests in the case; f. advising the Debtor concerning actions it might take to collect and recovery property for the benefit of its estate; g. advising the Debtor concerning executory contracts and unexpired lease assumptions, assignments, and rejections; h. advising the Debtor in connection with the Debtor's contemplated sale of all or substantially all of its assets under section 363 of the Bankruptcy Code; i. advising the Debtor in formulating and preparing a chapter 11 plan on behalf of the Debtor, the related disclosure statement, and any revisions, amendments relating to such documents, and all related materials, and advising and assisting the Debtor in connection with the solicitation and confirmation processes; and j. performing all other necessary legal services for the Debtor which may be necessary in this case. The firm will be paid at these rates: David M. Klauder (Member) $400 per hour Thomas Bielli (Member) $400 per hour Angela M. Mastrangelo (Of-Counsel) $350 per hour Associates $225 to $300 per hour Paraprofessionals and Law Clerks $115 to $175 per hour The firm received from the Debtor an advance retainer of $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David Klauder, Esq., a member of Bielli & Klauder, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David M. Klauder, Esq. Bielli & Klauder, LLC 1204 N. King Street Wilmington, DE 19801 Tel: (302) 803-4600 Fax: (302) 397-2557 Email: dklauder@bk-legal.com About Potrero Medical, Inc. Potrero Medical Inc. -- https://potreromed.com/ -- is a predictive health company developing the Next Gen of smart sensors and AI. Its mission is to protect the kidney. Potrero Medical filed a Chapter 11 petition (Bankr. D. Del. Case No. 23-11900) on Nov. 21, 2023, with $1 million to $10 million in both assets and liabilities. Joseph A. Urban, chief executive officer, signed the petition. Judge Laurie Selber Silverstein oversees the case. The Debtor is represented by David M. Klauder, Esq., at Bielli & Klauder, LLC, as legal counsel. Bielli & Klauder, LLC as co-counsel. Stretto, Inc. as administrative advisor. G2 Capital Advisors, LLC as a financial advisor. POTRERO MEDICAL: Hires G2 Capital Advisors as Financial Advisor --------------------------------------------------------------- Potrero Medical, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ G2 Capital Advisors, LLC as a financial advisor. The firm will provide these services: a) analyze the business, operations and financial condition of the Debtor; b) assist the Debtor with preparing financial analyses; c) assist the Debtor with the preparation of data in order to prepare pleadings and fiduciary filings required for the bankruptcy proceeding; d) provide testimony on such matters that are within G2's expertise; e) execute restructuring initiatives, including structuring plans of reorganization, selling all or parts of the Debtor, including any marketing thereof and executing a wind down of the Debtor's operation or otherwise liquidating assets; f) if requested, identify and engage an independent director to serve on the Debtor's Board of Directors; g) assist the Debtor and its counsel in negotiations with various parties-in-interest; and h) support the Debtor in such matters as the Board of Directors of the Debtor shall request or require from time to time. The firm will be paid at these rates: Senior Managing Director $995 per hour Managing Director $845 per hour Director $745 per hour Vice President $595 per hour Senior Associate $495 per hour Associate $395 per hour Senior Analyst/Analyst $345 per hour Administrator $195 per hour The firm received from the Debtor an advance deposit of $17,566.25. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Elmore, a managing director at G2 Capital Advisors, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey Elmore G2 Capital Advisors, LLC 420 Boylston Street, Suite 302 Boston, MA 02116 Tel: (617) 531-9911 About Potrero Medical, Inc. Potrero Medical Inc. -- https://potreromed.com/ -- is a predictive health company developing the Next Gen of smart sensors and AI. Its mission is to protect the kidney. Potrero Medical filed a Chapter 11 petition (Bankr. D. Del. Case No. 23-11900) on Nov. 21, 2023, with $1 million to $10 million in both assets and liabilities. Joseph A. Urban, chief executive officer, signed the petition. Judge Laurie Selber Silverstein oversees the case. The Debtor is represented by David M. Klauder, Esq., at Bielli & Klauder, LLC, as legal counsel. Bielli & Klauder, LLC as co-counsel. Stretto, Inc. as administrative advisor. G2 Capital Advisors, LLC as a financial advisor. POTRERO MEDICAL: Hires Keller Benvenutti as Bankruptcy Counsel -------------------------------------------------------------- Potrero Medical, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Keller Benvenutti Kim LLP as their general bankruptcy counsel. The firm's services include: (a) advising the Debtor of their rights, powers, and duties as Debtor and Debtor in possession continuing to operate and manage its business and affairs under chapter 11 of the Bankruptcy Code; (b) preparing on behalf of the Debtor all necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in these Chapter 11 Cases; (c) advising the Debtor concerning, and preparing responses to, applications, motions, other pleadings, notices, and other papers that may be filed by other parties in these Chapter 11 Cases; (d) advising the Debtor with respect to, and assisting in the negotiation of, any financing agreements, sale agreements, and related transactions that may be necessary in these Chapter 11 Cases; (e) advising the Debtor regarding their ability to initiate actions to collect and recover property for the benefit of their estates; (f) advising and assisting the Debtor in connection with any asset dispositions; (g) advising and representing the Debtor with respect to employment related issues; (h) advising and assisting the Debtor in negotiations with the Debtor's stakeholders; (i) advising the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections; (j) advising the Debtor in connection with the formulation, negotiation, and promulgation of a plan or plans under the Bankruptcy Code, and related transactional documents; (k) assisting the Debtor in reviewing, estimating, and resolving claims asserted against the Debtor's estates; (l) commencing and conducting in this Court litigation that is necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's estates, or otherwise further the goal of completing the Debtor's successful liquidation; (m) providing non-bankruptcy services for the Debtor to the extent requested by the Debtor, including, among other things, advice related to corporate governance; and (n) performing all other necessary and appropriate legal services in connection with these Chapter 11 Cases for or on behalf of the Debtor. The firm will be paid at these rates: Tobias S. Keller, Partner $950 per hour David A. Taylor, Partner $750 per hour Gabrielle Albert, Associate $650 per hour Jullian Sekona, Associate $390 per hour Colin Mitsuoka, Paralegal Trainee $175 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. On November 6 and 10, 2023, the Debtor provided the firm with advance payments of $50,000 and $150,000, respectively. Tobias Keller, Esq., a partner at Keller Benvenutti Kim LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tobias S. Keller, Esq. David A. Taylor, Esq. Gabrielle L. Albert, Esq. KELLER BENVENUTTI KIM LLP 425 Market Street, 26th Floor Tel: (415) 496-6723 Email: tkeller@kbkllp.com dtaylor@kbkllp.com galbert@kbkllp.com About Potrero Medical, Inc. Potrero Medical Inc. -- https://potreromed.com/ -- is a predictive health company developing the Next Gen of smart sensors and AI. Its mission is to protect the kidney. Potrero Medical filed a Chapter 11 petition (Bankr. D. Del. Case No. 23-11900) on Nov. 21, 2023, with $1 million to $10 million in both assets and liabilities. Joseph A. Urban, chief executive officer, signed the petition. Judge Laurie Selber Silverstein oversees the case. The Debtor is represented by David M. Klauder, Esq., at Bielli & Klauder, LLC, as legal counsel. Bielli & Klauder, LLC as co-counsel. Stretto, Inc. as administrative advisor. G2 Capital Advisors, LLC as a financial advisor. POTRERO MEDICAL: Hires Stretto as Administrative Advisor -------------------------------------------------------- Potrero Medical, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stretto, Inc. as administrative advisor. The firm will provide these services: a. assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports in support of confirmation of a Chapter 11 plan; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtor's schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room; e. serve as the subscription agent for the rights offering contemplated by the Plan; f. manage and coordinate any distributions pursuant to a Chapter 11 plan if designated as distribution agent under such plan; and g. provide claims analysis and reconciliation, case research, depository management, treasury services, confidential online workspaces or data rooms, and any related services otherwise required by applicable law, governmental regulations, or court rules or orders in connection with the Debtor's Chapter 11 case. The firm received an advance retainer in the amount of $20,000. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Tel: (714) 716-1872 Email: sheryl.betance@stretto.com About Potrero Medical, Inc. Potrero Medical Inc. -- https://potreromed.com/ -- is a predictive health company developing the Next Gen of smart sensors and AI. Its mission is to protect the kidney. Potrero Medical filed a Chapter 11 petition (Bankr. D. Del. Case No. 23-11900) on Nov. 21, 2023, with $1 million to $10 million in both assets and liabilities. Joseph A. Urban, chief executive officer, signed the petition. Judge Laurie Selber Silverstein oversees the case. The Debtor is represented by David M. Klauder, Esq., at Bielli & Klauder, LLC, as legal counsel. Bielli & Klauder, LLC as co-counsel. Stretto, Inc. as administrative advisor. G2 Capital Advisors, LLC as a financial advisor. PROMETHEUS INNOVATION: Court OKs Interim Cash Collateral Access --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Prometheus Innovation Corporation to use cash collateral on an interim basis, in accordance with the budget. Univest Bank and Trust Co. asserts an aggregate claim against Debtor in the amount of $1.4 million as of the Petition Date, secured by liens on all or substantially all of the assets of the Debtor as well as second mortgages on certain non-debtor residential properties. The Debtor presently asserts that Univest Bank has liens on the Collateral. The Debtor is authorized to use cash collateral to meet ordinary cash needs and for such other purposes as may be approved in writing by the Secured Creditors for the payment of Debtor's actual expenses to (a) maintain and preserve its assets; and (b) continue operation of its business, including but not limited to payment for utilities, payroll, payroll taxes, and insurance expenses as reflected in the Cash Collateral Budget. As adequate protection, Univest is granted a replacement perfected security interest under 11 U.S.C. Section 361(2) to the extent Univest Bank's cash collateral is used by the Debtor, to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof that Univest Bank held in the Debtor's pre-petition collateral. To the extent the adequate protection provided for hereby proves insufficient to protect Univest Bank's interests in and to the cash collateral, Univest Bank will have a super-priority administrative expense claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. Section 507(a), whether in this proceeding or in any superseding proceeding. The replacement lien and security interest granted are automatically deemed perfected upon entry of the Order without the necessity of Univest Bank taking possession, filing financing statements, mortgages, or other documents. The Debtor will make adequate protection payments to Univest Bank in the monthly amount of $20,500. The Debtor's failure to make any payment will constitute a breach of its obligations under the Order and Univest Bank will have the right to seek an expedited hearing regarding further relief from the Court in respect of such breach. A final hearing on the matter is set for January 31, 2024 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=7y4Zrr from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $34,400 for the week starting January 1, 2024; $20,500 for the week starting January 8, 2024; $28,100 for the week starting January 15, 2024; $20,000 for the week starting January 22, 2024; and $20,000 for the week starting January 29, 2024. About Prometheus Innovation Corporation Prometheus Innovation Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-21813) on December 22, 2023. In the petition signed by Jelani Ellington, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge John K. Sherwood oversees the case. Eric H. Horn, Esq., at A.Y. STRAUSS LLC, represents the Debtor as legal counsel. PROMETHEUS INNOVATION: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Prometheus Innovation Corporation filed for chapter 11 protection in the District of New Jersey. The Debtor's business consists of operating two Huntington Learning centers -- one in Ridgewood, New Jersey and the other in Westwood, New Jersey. Huntington Learning Center is a chain of educational service centers that provide tutoring and academic support to students of various ages. The primary focus of Huntington Learning Center is on helping students improve their academic performance and achieve their educational goals. The center offers personalized tutoring programs in subjects such as math, reading, writing, science, and test preparation for standardized exams. The Debtor is a franchisee of Huntington Learning Center, pursuant to Franchise Agreements dated as of August 2019 and October 2019. Jelani Ellington is the president and 100% owner of the stock. The Debtor employs about 45 people (7 full time and the remainder part time) with a bi-weekly payroll of about $32,000 with total expenses (including payroll) of approximately $1.7 million per year. The Debtor, as borrower, and Univest Bank and Trust Co., as lender, are parties to a certain Small Business Association loan in the principal amount of approximately $1.62 million. Such loan is secured pursuant to UCC-1 financing statements filed on or about August 19, 2019. As of the Petition Date, the Debtor estimates that there is approximately $437,000 in general unsecured claims. Reason for Chapter 11 Filing Jelani Ellington purchased the business from Huntington Learning in 2019 with the expectation of exclusive territorial rights, business partnership, and brand equity, only to encounter a series of detrimental actions orchestrated by the franchisor that significantly impacted the viability and success of my business. Upon acquiring the business, Ellington discovered that the franchisor had been scheduled to open another franchise within Ellington's exclusive territory, despite prior assurances of exclusivity. Subsequent inquiries revealed that the exclusive territories were not as exclusive as represented, leading to a severe overlap with other franchisees. The franchisor's decision to undermine the Debtor's business through these actions, coupled with their subsequent conduct, has led to the unfortunate circumstances the Debtor finds itself in today. The franchisor maintains that it has the right to create overlapping exclusive territories, which the Debtor wholeheartedly disagrees. The franchisor's litigious pursuits against the Debtor, coupled with misleading/ false statements to the entire NY/NJ franchisees, further exacerbated the financial strain. Employee morale suffered, and key personnel left. Compounding these challenges, the franchisor consistently increased fees while diminishing the quality of services provided. The onset of the COVID-19 pandemic forced the temporary closure of the franchise after only four months of operation, and the other center, operating outside the rules, gained an unfair advantage by opening prematurely and accessing Ellington's private information. Chapter 11 Process The Debtor intends on using the Chapter 11 process to sell the Debtor's assets to a new franchisee. The Debtor is optimistic that the prepetition buyer will still be willing to go forward with its proposed purchase. The Debtor is working on getting clarity on that point. If that process could be salvaged, the Debtor intends on filing a motion to establish procedures for the sale of the assets with such purchaser being the stalking horse bidder. In that regard, the Debtor will also seek to engage the prepetition broker (or another broker if necessary) to canvas the marketplace for higher and better offers. Conversely, if such sale process cannot be salvaged, then the Debtor will still go forward with a sale process but such will have to start from scratch. About Prometheus Innovation Corporation Prometheus Innovation Corporation is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns a property located at 42 Maryland Avenue, Hempstead, New York valued at $600,000. Prometheus Innovation Corporation sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-21813) on Dec. 22, 2023. In the petition filed by Leah Bloom, as member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The petition states funds will not be available to unsecured creditors. Nancy Isaacson has been appointed as Subchapter V trustee. The Debtor is represented by: Eric Horn, Esq. A.Y. Strauss PO Box 194 Gwynedd Valley, PA 19437-0194 PROMETHEUS INNOVATION: Nancy Isaacson Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Nancy Isaacson, Esq., at Greenbaum, Rowe, Smith & Davis, LP, as Subchapter V trustee for Prometheus Innovation Corporation. Ms. Isaacson will be paid an hourly fee of $410 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Isaacson declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nancy Isaacson, Esq. Greenbaum, Rowe, Smith & Davis, LP 75 Livingston Avenue Roseland, NJ 08068 Phone: (973) 535-1600 Email: nisaacson@greenbaumlaw.com About Prometheus Innovation Prometheus Innovation Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-21813) on December 22, 2023, with $1 million to $10 million in both assets and liabilities. Jelani Ellington, president, signed the petition. Eric H. Horn, Esq., at A.Y. Strauss, LLC represents the Debtor as legal counsel. PROTERRA INC: Exclusivity Period Extended to April 4 ---------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended Proterra Inc.'s filing exclusivity period to April 4, 2024 and solicitation exclusivity period to June 3, 2024. The judge determined that the legal and factual bases set forth in the Debtor's motion and at the hearing establish just causes for the relief granted. 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. R&M CAPITAL GROUP: Seeks to Extend Plan Exclusivity to June 20 -------------------------------------------------------------- R&M Capital Group, Inc. asked the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusivity period to file a plan and disclosure statement to June 20, 2024. The Debtor's exclusive filing period is currently set to expire on February 21, 2024. The Debtor explained that it needs additional time to negotiate settlement terms with the U.S. Small Business Administration, to obtain Court approval for the reached terms and thereafter to file a plan of reorganization and disclosure statement, offering treatment to the main and other remaining creditors of the estate. R&M Capital Group, Inc. is represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About R&M Capital Group, Inc. R&M Capital Group, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-43043) on August 25, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICES OF ALLA KACHAN, P.C. READYMAX INC: Nathan Smith Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 17 appointed Nathan Smith, Esq., as Subchapter V trustee for Readymax, Inc. Mr. Smith, a partner at Malcolm & Cisneros, will be paid an hourly fee of $505 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Smith declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nathan F. Smith, Esq. Malcolm & Cisneros 2112 Business Center Drive Irvine, CA 92612 Phone: (949) 252-9400 Email: nathan@mclaw.org About Readymax Inc. Readymax, Inc., a company in Sparks, Nev., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-50969) on December 22, 2023, with $498,913 in assets and $3,462,957 in liabilities. James E. Duffy, president, signed the petition. Judge Hilary L Barnes oversees the case. Kevin A. Darby, Esq., at Darby Law Practice represents the Debtor as bankruptcy counsel. REPMGMT INC: Seeks Cash Collateral Access ----------------------------------------- RepMGMT Inc. Chartered, d/b/a Fireside Campaigns asks the U.S. Bankruptcy Court for the District of Columbia for authority to use cash collateral and provide adequate protection. The Debtor has five creditors to which it has extended security interests in its assets. On February 13, 2023, the Debtor executed a Business Loan and Security Agreement with Channel Partners Capital, LLC. As of the Petition Date, the Debtor owed Channel Partners $126,999. Channel Partners' interest is under-secured because of the value of the Debtor's personal property on the Petition Date. Chanel Partners' security interest in the Debtor's property is also subject to avoidance under 11 U.S.C. Section 547(b) because it did not file its financing statement to perfect the security interest until October 19, 2023, which is within 90 days before the Petition Date. The Debtor intends to seek avoidance of Channel Partners' perfection of its security interest under 11 U.S.C. section 547(b). On March 1, 2023, the Debtor entered into a Business-Use Line of Credit and Security Agreement with Headway Capital, LLC. The Debtor currently owes Headway Capital $16,246. It does not appear that Headway Capital has taken any steps to perfect its security interest in any of the Debtor's assets. On May 24, 2022, the Debtor entered into a loan agreement with American Express National Bank, then doing business as Kabbage Funding, opening Account No. 270320. Under the same numbered account, the Debtor entered into three later loan agreements with American Express. As of the Petition Date, the Debtor owed American Express $25,266. The Debtor's other two secured creditors are both insiders: Bradley Bauman and Autumn Campbell. These are the Debtor's sole shareholder and his wife. The couple loaned money to the Debtor primarily to enable the Debtor to fulfil its final payroll obligations to employees it laid off in October 2023. The loan was made by a series of promissory notes secured under a Security Agreement in which the Debtor contemporaneously conveyed to Mr. Bauman and Ms. Campbell a security interest in all of its assets. The Debtor owes these creditors $65,500. In the interest of supporting the Debtor's reorganization, Mr. Bauman and Ms. Campbell are willing to waive their right to adequate protection of their security interests in the Debtor's assets. The Debtor proposes that the Court provide adequate protection to the secured lenders by imposing strict limits on the Debtor's ability to use cash collateral until the Court has ruled on motions by the Debtor to avoid the security interests of all non-insider secured creditors. Specifically, the Debtor proposes that, until that time, it be allowed to use cash collateral only for the following purposes: a. Payment of the COBRA insurance premium in accordance with the Court's December 21, 2023 Order Authorizing the Debtor to Pay a COBRA Insurance Premium; b. Payment of the Subchapter V Trustee's fees; c. Payment of malpractice insurance premiums as required by the Operating Guidelines and Reporting Requirements of the United States Trustee for the Eastern District of Virginia and the District of Columbia for Chapter 11 Debtors in Possession and Chapter 11 Trustees; d. Payment of a certain U-Haul storage fee, to store personal property of the Debtor, including computer equipment storing information the estate may need; and e. Payment of Google license fees to maintain cloud-based storage of the Debtor's electronic files. A hearing on the matter is set for January 17, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=WzhHy1 from PacerMonitor.com. About RepMGMT Inc. RepMGMT Inc. Chartered filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Case No. 23-00375) on Dec. 12, 2023, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Bradley Bauman, president, signed the petition. Judge Elizabeth L. Gunn oversees the case. Robert Lannan, Esq., at Lannan Legal, PLLC represents the Debtor as bankruptcy counsel. RESOLUTE INVESTMENT: S&P Cuts ICR to 'D' on Distressed Exchange --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Resolute Investment Managers Inc. (Resolute) to 'D' from 'CC', the issue-level rating on the company's first-lien secured debt to 'D' from 'CC', and the issue level rating on its second-lien secured debt to 'D' from 'C'. The company announced that it completed the exchange of its $535 million first-lien term loan due April 2024 for a new first-lien term loan of $350 million due in April 2027, and 86.5% common equity interest in Resolute. At the same time, the company announced that it completed its 100% exchange of its $89 million second-lien term loan into the remaining common equity interest (13.5%) in Resolute. S&P views the transaction as distressed because Resolute did not have adequate liquidity to address either loan maturity. The transaction offers Resolute some financial flexibility by extending the maturity date of its first-lien term loan by three years and reducing the company's total debt by $274 million, or 44%. S&P intends to review its ratings to incorporate the debt exchange, the new debt issuance, other recent events, and its forward-looking opinion of its creditworthiness. Irving, Texas-based Resolute is a $73 billion assets under management multiboutique asset manager. The company invests in and provides distribution, operational, and administrative support to partners who operate independently as affiliates that Resolute has a controlling stake in, or subadvisors under the company's wholly owned and entirely subadvised mutual fund affiliate, American Beacon Advisors. This gives partners the economies of scale of a larger manager, while allowing them to focus solely on investing while remaining independent. Additionally, Resolute has unaffiliated strategic partners that leverage the company's distribution services. RITE AID: Hearing on Asset Sale Deal With MedImpact Set for Jan. 9 ------------------------------------------------------------------ Rite Aid Corporation will seek approval of the proposed sale of its Elixir Solutions pharmacy benefit manager business to MedImpact Healthcare Systems, Inc. at a hearing on January 9, 2024, according to its Form 8-K Report filed with the U.S. Securities and Exchange Commission. As previously disclosed in the Company's Current Report on Form 8-K filed on October 16, 2023, Hunter Lane LLC and certain affiliates of the Company as "Sellers" thereunder entered into a Stalking Horse APA with MedImpact Healthcare Systems, Inc., pursuant to which MedImpact agreed to serve as the "stalking horse bidder" in a court-supervised sale process under section 363 of the Bankruptcy Code to acquire the Company's Elixir Solutions pharmacy benefit manager business. In connection with the foregoing, on November 16, 2023, the Company filed a motion with the U.S. Bankruptcy Court for the District of New Jersey seeking approval to provide seller financing to MedImpact to fund a substantial portion of the purchase price of the Elixir Sale Transaction. The Seller Financing provides for the Company to serve as a lender to certain borrower affiliates of MedImpact in a term loan facility in an aggregate principal amount not to exceed $604 million, pursuant to that certain Second Amended and Restated Credit Agreement, dated as of November 7, 2023, by and between MI OpCo Holdings, Inc., as borrower thereunder, MI OpOco H2, LLC, as "Holdings" thereunder, the other guarantors from time to time party thereto, Debtor Rite Aid Corporation, as a lender, each other lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party thereto. The Seller Financing will be secured by valid, perfected, and enforceable liens on MedImpact collateral pursuant to applicable documentation. On December 19, 2023, the Bankruptcy Court approved the Seller Financing in a bench ruling and on December 20, 2023, the Bankruptcy Court entered a written order approving the Seller Financing and entry into the Term Loan Credit Agreement, subject to Bankruptcy Court approval of and the closing of the Elixir Sale Transaction. Pursuant to the Bankruptcy Court's order approving bidding procedures with respect to the Elixir Sale Transaction as extended by further notice, December 18, 2023, was established as the deadline for the submission of qualified bids with respect to the Elixir Assets. The Company did not receive any qualified bids with respect to the Elixir Assets by the Elixir Bid Deadline other than the stalking horse bid submitted by MedImpact. Accordingly, on December 21, 2023, MedImpact was determined to be the successful bidder with respect to the Elixir Assets. The closing of the Elixir Sale Transaction is subject to the satisfaction of a number of customary conditions, which, among others, include the entry of an order of the Bankruptcy Court authorizing and approving the Elixir Sale Transaction. The Elixir Sale Transaction is expected to close subject to the conditions as set forth in the Elixir Stalking Horse APA. A full-text copy of the Term Loan Credit Agreement is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/84129/000110465923129388/tm2333722d1_8k.htm 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, and Alvarez & Marsal North America, LLC, as financial, tax and restructuring advisor. Kroll Restructuring Administration is the claims and noticing agent. ROCKCLIFF ENERGY II: Moody's Affirms 'B1' CFR on Tokyo Gas Deal --------------------------------------------------------------- Moody's Investors Service affirmed Rockcliff Energy II LLC's (Rockcliff) B1 Corporate Family Rating, B1-PD Probability of Default Rating and B3 senior unsecured notes rating and maintained the stable outlook following the closing of the acquisition of the company by Tokyo Gas Natural Resources LLC (TGNR, unrated), a subsidiary of Tokyo Gas Co., Ltd. (Tokyo Gas, A1 stable) on December 28, 2023. "Rockcliff's credit metrics remain consistent with the ratings despite an increase in leverage following the purchase by TGNR," stated Thomas Le Guay, Moody's Vice President. "Moody's expects Tokyo Gas to remain supportive of Rockcliff and to continue to invest additional equity in support of its strategy to consolidate assets in the Haynesville." RATINGS RATIONALE Rockcliff's B1 CFR is supported by the combined entity's larger scale, pure-play natural gas production in the prolific Haynesville Shale, with access to the Gulf Coast markets that provide attractive demand for natural gas, including gas destined for export as LNG, while proximity to Henry Hub drives low basis differentials. Moody's expects the combined entity to benefit from Rockcliff's meaningful track record of production growth and to derive synergies from the complementary asset bases of Rockcliff and TGNR. Moody's expects Rockcliff to benefit from its majority ownership by Tokyo Gas and this change in governance was an important consideration in this rating action. Rockcliff's CFR is constrained by the increased level of financial leverage that will be borne at closing of the transaction compared to similarly rated peers, while a significant portion of the company's reserves base is proved undeveloped and the company will need to invest significant capital to develop its acreage. The CFR is also constrained by the lower cash margins provided by natural gas compared to oil on an equivalent unit of production and by the company's geographic concentration and smaller size and scale than more highly rated peers. Rockcliff will maintain adequate liquidity through 2024. The company's cash balance at closing is estimated at $35 million with $595 million of availability under a new $1.35 billion 4-year revolving credit facility. While heavy initial reliance on the revolver constrains liquidity, the company will use free cash flow to repay borrowings and increase the availability under the revolver. The new revolver's financial covenants include a maximum net leverage ratio of 3.25x (with a maximum of $100 million of cash that can be netted) and a minimum current ratio of 1x. Moody's anticipates that Rockcliff will maintain compliance with these covenants through 2024. Rockcliff's senior unsecured notes due 2029 are rated B3, two notches below the CFR, reflecting effective subordination to the new $2.0 billion senior secured revolving credit with $1.35 billion of elected commitments. The revolver and notes are guaranteed by the combined entity's subsidiaries. The stable outlook reflects Moody's expectations for the company to grow production over the next 12-18 months, to use free cash flow to reduce revolver borrowings and to maintain supportive credit metrics and adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Rockcliff's ratings could be upgraded if the company modestly grows production and proved developed reserves at competitive returns while generating consistent positive free cash flow and reducing debt. The company must also maintain retained cash flow (RCF) to debt above 35% at mid-cycle natural gas prices and a leveraged full cycle ratio (LFCR) above 1.5x. The ratings could be downgraded in case of a decline in the company's production, negative free cash flow that leads to higher debt, higher than expected distributions to equity owners, retained cash flow to debt ratio below 25% or weakening liquidity. Rockcliff is a natural gas-focused independent exploration & production company operating predominantly in the Haynesville Shale of East Texas. The company is privately owned by Tokyo Gas and Castleton Commodities International LLC. The combined entity will produce around 1.3 billion cubic feet of gas equivalent per day. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. ROCKY MOUNTAIN: Hires Wadsworth Garber Warner as Counsel -------------------------------------------------------- Rocky Mountain Fine Wines, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, P.C. as its counsel. The firm's services include: a. preparation on behalf of the Debtor of all necessary reports, orders and other legal papers required in this Chapter 11 proceeding; b. performance of all legal services for Debtor as debtor-in-possession which may become necessary; and c. representation of the Debtor in any litigation which the Debtor determines is in the best interest of the estate whether in state or federal court(s). The firm will be paid as follows: David V. Wadsworth $475 per hour Aaron A. Garber $475 per hour David J. Warner $400 per hour Aaron J. Conrardy $400 per hour Lindsay S. Riley $325 per hour Paralegals $125 per hour The firm received from the Debtor a retainer of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Aaron A. Garber, Esq., a partner at Wadsworth Garber Warner Conrardy, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Aaron A. Garber, Esq. Wadsworth Garber Warner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: agarber@wgwc-law.com About Rocky Mountain Fine Wines, LLC Rocky Mountain Fine Wines, LLC is a Colorado limited liability company based in Thorton, Colorado and was formed in 2014. The Debtor is generally involved in the wine distribution industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-15883-MER) on December 20, 2023. In the petition signed by Cory Brown, managing member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., represents the Debtor as legal counsel. RODS CUSTOM: Hires Probus Companies LLC as Realtor -------------------------------------------------- Rods Custom Workroom LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Probus Companies, LLC as realtor. The firm will market and sell the Debtor's real property. The firm will be paid a commission of 6 percent of the sales price. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric Forshee PROBUS COMPANIES, LLC 7600 N 15th St. Ste 150 Phoenix, AZ 85020 Tel: (602) 675-8918 About Rods Custom Workroom LLC Rods Custom Workroom, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-08017) on Nov. 7, 2023, with up to $50,000 in both assets and liabilities. Michael Carmel of Michael W. Carmel, Ltd. serves as Subchapter V trustee. Judge Eddward P. Ballinger Jr. oversees the case. Jacob R. Goodman, Esq. of Goodman Law Practice PLC represents the Debtor as legal counsel. S&W BLUE: Unsecureds Get Share of Carve-Out, Causes of Action ------------------------------------------------------------- S&W Blue Jay Way, LLC submitted a First Amended Chapter 11 Liquidating Plan. This is a liquidating plan. In other words, the Debtor seeks to accomplish payments under this Plan by liquidating all of the Debtor's assets, and then disbursing the proceeds of the liquidation to the qualifying classes of creditors holding Allowed Claims. The Effective Date of this Plan shall be the first Business Day that is at least 7 days following the closing of the sale of the Property. Under the Plan, Class 4 consists of all General Unsecured Claims against the Debtor. Each Holder of an Allowed Class 4 Claim will be paid its Pro Rata share of the Carve-Out. To the extent that a Holder of an Allowed Class 4 Claim does not receive payment in full from the Carve-Out, such Holder will receive its Pro Rata share of the proceeds of any Causes of Action that may be pursued by the Reorganized Debtor. Class 4 is impaired. "Carve-Out" means that certain agreement between the Debtor and the Senior Lienholder Group providing for a carve-out from the proceeds of a sale of Debtor's Property to pay Allowed professional fees and General Unsecured Claims up to $500,000.00, as more fully set forth in Docket No. 74 in the Chapter 11 Case. "Causes of Action" means all actions, causes of action (including Avoidance Actions), Claims, liabilities, obligations, rights, suits, debts, damages, judgments, remedies, demands, setoffs, defenses, recoupments, crossclaims, counterclaims, third-party claims, indemnity claims, contribution claims or any other claims disputed or undisputed, suspected or unsuspected, foreseen or unforeseen, direct or indirect, choate or inchoate, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of the Chapter 11 Case, including through the Effective Date This is a liquidating plan. The Debtor intends to fund distributions to holders of Allowed Claims and, if available, Equity Interests through two sources: (1) sale of the Property through an Auction conducted in conjunction with the Plan confirmation process; and (2) recoveries from litigation claims against the Cohen Trust. Pursuant to the Plan, the Debtor seeks to sell its Property in conjunction with the Plan confirmation process. The Property will be sold pursuant to an auction as set forth in those certain Bidding Procedures attached hereto as Exhibit 1 (the "Bidding Procedures"). In accordance with the Bidding Procedures, parties interested in bidding on the sale of the Property must submit a Qualified Bid (as defined in the Bid Procedures) by March 1, 2024, at 5:00 pm Pacific time. The Auction and Sale Hearing for the Property shall occur by no later than March 15, 2024. Attorneys for Debtor-in-Possession S&W Blue Jay Way, LLC: Roye Zur, Esq. ELKINS KALT WEINTRAUB REUBEN GARTSIDE LLP 10345 W. Olympic Blvd. Los Angeles, CA 90064 Tel: 3(10) 746-4400 Fax: (310) 746-4499 E-mail: rzur@elkinskalt.com A copy of the First Amended Chapter 11 Liquidating Plan dated Dec. 27, 2023, is available at https://tinyurl.ph/MhpxP from PacerMonitor.com. About S&W Blue Jay Way S&W Blue Jay Way is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). S&W Blue Jay Way, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10672) on August 4, 2023. The petition was signed by Lisa Strickland as authorized signatory on behalf of 1966 BJW, LLC, as managing member of S&W Blue Jay Way, LLC. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Ronald A. Clifford III presides over the case. Roye Zur, Esq. at Elkins Kalt Weintraub Reuben Gartside LLP represents the Debtor as counsel. SAMJANE PROPERTIES: Unsecureds to be Paid in Full in Sale Plan -------------------------------------------------------------- Samjane Properties, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a Disclosure Statement with respect to Chapter 11 Plan dated January 2, 2024. The Debtor is a Missouri limited liability company owned by Sung Y. Bae (50%) and Jane Bae (50%). The Debtor owns the land, the furniture, fixtures and equipment located at 2386 N. HWY 67, Florissant, MO 63033 (the "Real Estate"). An unrelated entity named Walk N Faith Clinic, LLC operated a mental health/addiction business on the Real Estate until late 2022 when the lease expired and the tenant related its business. Following the loss of its tenant, and the accompanying rent revenue, Debtor determined that a sale of the Real Estate was in its best interests and engaged a real estate broker to list the Real Estate for sale. Debtor believes the market value of the Real Estate is sufficient to allow for full payment of all holders of allowed claims and for a dividend to the holders of allowed interests and currently is listing the Real Estate for a price of $725,000. In addition to the Real Estate itself, Debtor owns miscellaneous items of furniture, fixtures, and equipment located in the Real Estate but same likely do not have significant value. Class 2 consists of General Unsecured Claims. The Claims in Class 2 total approximately $1,900. Allowed General Unsecured Claims shall be paid in full from Available Cash upon the later of (i) the effective date; (ii) the first business day after a Final Order is entered Allowing such Administrative Expense Claim; or (iii) as soon thereafter as there is sufficient Available Cash to make such payment. This Class is not impaired. The distributions will be made by disbursing a pro rata share of Available Cash to each holder of an Allowed Class 2 Claim. Distributions will be made after and to the extent that all Class 1 Secured Claims, all Administrative Expenses, and all Priority Unsecured Tax Claims, and all Other Priority Claims are paid in full, and to the extent Debtor has Available Cash. Payments to holders of Allowed Claims and Interests and otherwise provided in the Plan shall be funded from Debtor's Available Cash. Debtor believes the Real Estate has a fair market value of $725,000.00 to $750,000.00 and that a sale of the Real Estate would provide sufficient funds to pay in full all Allowed Claims and Interests and other amounts payable under the Plan. A full-text copy of the Disclosure Statement dated January 2, 2024 is available at https://urlcurt.com/u?l=RDEKvP from PacerMonitor.com at no charge. Attorneys for Debtor: Robert A. Breidenbach, Esq. GOLDSTEIN & PRESSMAN, P.C. 7777 Bonhomme Ave., Suite 1910 Clayton, MO 63105 Telephone: (314) 727-1717 Facsimile: (314) 727-1447 Email: rab@goldsteinpressman.com About Samjane Properties SamJane Properties, LLC, owns the land, the furniture, fixtures and equipment located at 2386 N. HWY 67, Florissant, MO 63033. The Debtor filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 23-43553) on Oct. 2, 2023, with $500,001 to $1 million in assets and $0 to $50,000 in liabilities. Judge Bonnie L. Clair oversees the case. Robert A. Breidenbach of Goldstein & Pressman is the Debtor's legal counsel. SBG BURGER: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized SBG Burger Opco, LLC and affiliates to use the cash collateral of City National Bank of Florida on a further interim basis. The Debtors require the use of cash collateral to fund their day-to-day operations which includes payroll, rent, vendors, and the purchase of inventory. As of the Petition Date, the CNB Debtors are indebted to CNB jointly and severally in an amount equal to $48.806 million in outstanding principal and $459,338 in accrued interest, which PrePetition Indebtedness is secured by the Pre-Petition Liens and is due to CNB without deduction, setoff, defense or counterclaim. The Pre-Petition Indebtedness is secured by valid, enforceable, properly perfected, first priority, and unavoidable liens on and security interests on and encumbering substantially all of the tangible and intangible assets of the CNB Debtors pursuant to the terms of (i) the Loan and Security Agreement (Main Street Priority Loan Facility), dated December 4, 2020, by and between, among others, CNB and the CNB Debtors, (ii) the Promissory Note (Main Street Priority Loan Facility), dated December 4, 2020 in the original principal amount of $49.755 million from among others, the CNB Debtors to CNB, and (iii) those other loan and security documents, guaranties, UCC-1 financing statements and other related agreements in connection therewith. The Debtor is permitted to use cash collateral commencing from December 12, 2023 through and including (but not beyond) the earliest to occur of (i) the date on which a Termination Event will occur, (ii) any order modifying the CNB Debtors' authority to use cash collateral not consented to by CNB, and (iii) the close of business on January 31, 2024; provided that the use of cash collateral will be strictly in accordance with the Budget and the terms of the Third Interim Order. As adequate protection for the use of cash collateral, CNB is granted a continuing and perfected replacement security interest in, and lien on all of the CNB Debtors' and the CNB Debtors' estates' right, title and interest in and to certain property of the CNB Debtors. The Replacement Liens will be deemed automatically valid and perfected with such priority as provided in the Third Interim Order, without any further notice or act by any party that may otherwise be required under any other law. As additional adequate protection, CNB is granted a super-priority administrative expense claim in the Chapter 11 Cases under section 507(b) of the Bankruptcy Code. A further hearing on the matter is set for January 31, 2024 at 2 p.m. A copy of the order is available at ttps://urlcurt.com/u?l=t6hbNp from PacerMonitor.com. About SBG Burger Opco, LLC SBG Burger Opco, LLC and affiliates operate 73 Wendy's, 6 McAlister's Deli, 15 Subway, 5 Fuzzy's Taco Shop and 22 CiCi's Pizza restaurants across Alabama, Florida, Illinois, Missouri, Louisiana, Wisconsin and Texas. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 23-04797) on November 14, 2023. The Debtors are Starboard Group of Space Coast, LLC; Starboard Group of Southeast Florida, LLC; Starboard Group of Tampa, LLC; Starboard Group of Tampa II, LLC; Starboard Group of Alabama, LLC; 7 S & M Foods, LLC; 9 S & M Foods, LLC; 10 S & M Foods, LLC; Starboard with Cheese, LLC; and SBG Burger Opco, LLC. In the petition signed by Andrew Levy, manager, lead Debtor SBG Burger Opco, LLC disclosed up to $50,000 in both assets and liabilities. SBG Alabama listed $1 billion to $10 billion in estimated assets and $1 billion to $10 billion in estimated liabilities. SBG Spacecoast listed $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. SBG Cheese listed $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. SBG Tampa listed $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. SBG SE Florida listed $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. Judge Tiffany P. Geyer oversees the case. Scott A. Underwood, Esq., at Underwood Murray, PA, is the Debtor's legal counsel. SK MOHAWK: Fitch Lowers Issuer Default Rating to 'CCC' ------------------------------------------------------ Fitch Ratings has downgraded SK Mohawk Holdings, SARL's and Polar U.S. Borrower, LLC's (collectively, SI Group) Long-Term Issuer Default Ratings (IDRs) to 'CCC' from 'B-'. Fitch has also downgraded the issue ratings of Polar U.S. Borrower's senior secured term loan and revolver to 'CCC+'/'RR3' from 'B'/'RR3' and senior unsecured notes to 'CC'/'RR6' from 'CCC'/'RR6'. The downgrade to 'CCC' reflects the deterioration in the issuer's operating profile since 2021 and persisting through 3Q 2023, and an overwhelming interest burden, which resulted in negative FCF generation over the time period and EBITDA Leverage spiking to 15.2x at LTM 3Q23. Fitch expects FCF generation to remain negative, and for EBTIDA leverage to remain above 10.0x through the forecast horizon. The rating is further constrained by a challenged liquidity position, and the increased potential for near-term asset sales. The rating also incorporates the need for the company to refinance its upcoming maturities in a timely manner. Fitch believes there is heightened potential for a near-term transaction that meets Fitch's criteria for a Distressed Debt Exchange. KEY RATING DRIVERS Constrained Liquidity: SI Group's liquidity position is currently constrained, exemplified by a trend of negative FCF generation since 2021 and through the forecast horizon, an effective cap on revolver availability of $95 million due to the springing financial covenant, and an effectively fully drawn $100 million A/R securitization facility as of 3Q23. Per the senior secured credit agreement, any further proceeds from the A/R securitization facility above the current $65 million draw must be applied towards term loan repayment. In 4Q23, SI Group improved its liquidity position with a sale-leaseback transaction for gross proceeds of $100 million. While the company's recent sale-leaseback transaction shores up the company's liquidity position, Fitch believes the transaction is detrimental to prospective recoveries for senior secured creditors. Fitch believes there is an increased likelihood of the company seeking further dispositions or alternative sources of funds to maintain sufficient near-term liquidity, considering Fitch's expectations for only modest EBITDA growth in the near term and continued negative FCF. Looming Maturities: While the company benefits from no material near-term maturities, its prolonged period of underperformance, deterioration in credit metrics, and constrained liquidity materially elevate refinancing risk. The company's term loan B (approximately $1.3 billion outstanding) matures in October 2025, while the $300 million unsecured notes matures in May 2026. Fitch would consider a negative rating action if there is no extension, or substantial progress towards an extension, of the term loan B prior to 12 months in advance of the October 2025 maturity. Fitch could also consider a negative rating action upon completion of a refinancing transaction that meets Fitch's criteria for a Distressed Debt Exchange. Considering the company's constrained liquidity position, Fitch believes there is heightened potential for a near-term transaction that meets Fitch's criteria for a Distressed Debt Exchange. Deteriorating Operating Performance: SI Group's operating performance further deteriorated in 3Q23 to a new low of around $118 million in LTM Fitch-calculated EBITDA (7% EBITDA margin), leading to LTM 3Q23 EBITDA leverage of 15.2x. The recent period of underperformance largely stems from continued softness in product demand leading to significantly weak volumes, coupled with weak fixed cost absorption stemming from low asset utilization, while cost reduction measures have yielded modest benefits. In line with Fitch's expectations for an economic slowdown in 2024, Fitch's forecast assumes only modest improvements in volumes and pricing in the near term, and for EBITDA margins to remain depressed with continued low asset utilization. Fitch also expects continued negative FCF through the forecast horizon, after a trend of negative FCF in 2021 and 2022. FCF generation is expected to be challenged by a persistently high cash interest burden, assuming current forward rates. Fitch recognizes that the company undertook prudent measures to preserve liquidity during the adverse operating environment, including the pause of various growth capex projects, implementation of various cost reduction measures, strong working capital management, and a temporary shift to block operations beginning in 2H22 and continuing through 3Q23. Elevated Leverage, Tight Coverage: The 'CCC' rating captures Fitch's expectations for EBITDA leverage to remain above 10.0x through the forecast horizon, driven by continued sluggish EBITDA generation and an increasing debt load. Further reducing the issuer's current financial flexibility is EBITDA interest coverage forecast to remain below 1.0x through 2024, driven by a high interest burden given the current rate environment. The issuer's cash interest burden has more than doubled since 2021, and is projected by Fitch to be greater than EBITDA generation through 2024. Product and End-Market Diversity: SI Group's rating is supported by a diverse product portfolio that is utilized by companies across a wide range of industries, providing ballast against volatility in any one sector. The company offers multiple applications including adhesives, lubricants, coatings and packaging applications, while serving a diverse set of end-markets across aerospace, automotive, building and construction, consumer goods and oil and gas. This diversity across application and industry helps smooth some of the cyclical exposure. Solid Core Additives Position: Backward integration into intermediate chemistry provides an advantaged cost structure for the company's additive products. SI Group is unique in its ability to switch capacity to other products within its portfolio in response to tightness or weakness across markets. In conjunction with the company's increasing centralization of its facilities, Fitch believes that utilization rates will rise over the medium term, resulting in modest margin tailwinds. DERIVATION SUMMARY Compared to most speculative-grade chemical peers, SI Group has very high EBITDA leverage of above 10x. Typically, the greater degree to which a chemical manufacturer's products are specialized or otherwise defensible, the greater amount of debt the firm can support at the same rating level. ASP Unifrax (B-/Negative) operates with similar leverage and scale, but also benefits from a somewhat more specialized product portfolio that generates higher EBITDA margins. SI Group operates with similar scale to Vantage Specialty Chemicals, Inc. (B/Stable) but relatively higher leverage, as Vantage's EBITDA Leverage is expected to trend around 5.0x. Advancion Holdings LLC's (B-/Stable) leverage profile trends around 8.0x and operates with smaller scale, but its position as the only global commercial producer of nitroalkanes allows the company to enjoy outsize EBITDA margins. SK Mohawk's business and cash flow risk profiles are towards the middle of these peers, with diverse offerings in the additives space, fragmented competition, and a modest (but improving) cost advantage. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer: - Over 20% lower revenues in 2023, driven by continued weakness in volumes and lower unit pricing. An assumed economic slowdown in 2024 leads to only modest improvements in volumes and pricing, before more pronounced recoveries thereafter; - EBITDA Margins remain depressed through 2024 with continued low asset utilization amid weak demand, before improving towards 10% thereafter on stronger fixed cost absorption resulting from increased volumes and cost reduction measures; - Capex spending remains at around maintenance levels of $50 million annually through the forecast; - October 2025 term loan B maturity and May 2026 notes maturity are refinanced in 2024 and 2025, respectively, with moderately leveraging transactions. Fitch currently assumes the refinanced facilities have similar terms to the existing facilities, but with higher assumed interest rates. RECOVERY ANALYSIS Key Recovery Rating Assumptions The recovery analysis assumes that SI Group would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and assumes that the company's revolver is effectively fully drawn at $95 million, and that the A/R Securitization is effectively fully drawn at $65 million, due to credit agreement limitations. Going-Concern (GC) Approach Fitch projects SI Group's Going Concern EBITDA (GC EBITDA) of $170 million, which assumes a rebound from an assumed trough EBITDA of around $115 million, reflecting an improvement in the underlying economic conditions that would have likely precipitated the default, as well as corrective actions taken during restructuring (or actions that would be priced in by potential bidders). The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it bases the enterprise valuation. Specifically, the GC EBITDA depicts a sustained economic contraction in EMEA and North America, resulting in severe volume headwinds in both the Polymer Solutions and Industrial Solutions segments, which leads to a material decline in EBITDA and cash generation. Fitch assumes that upon default, SI Group would be unable to improve EBITDA as economic and industry headwinds would likely limit the benefits of cost reductions. However, Fitch also assumes that the underlying business fundamentals would improve over time as the cycle corrects, leading to the assumed GC EBITDA. An enterprise value multiple of 6x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered historical bankruptcy case study exit multiples for peer companies. Fitch used a multiple of 6x to estimate a value for SI Group because of its slightly lower margins relative to public comps. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA Interest Coverage consistently above 1.5x; - Progress towards consistently positive FCF generation. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Failure to successfully refinance upcoming maturities in a timely manner, or completion of a refinancing transaction that meets Fitch's criteria for a Distressed Debt Exchange; - Expectations for EBITDA interest coverage durably below 1.0x; - Continued pattern of asset sales, signaling highly constrained liquidity and/or a higher likelihood of triggering the First Lien Net Leverage covenant under the revolver credit agreement. LIQUIDITY AND DEBT STRUCTURE Constrained Liquidity: Fitch estimates SI Group's effective liquidity position pro forma for the 4Q23 sale-leaseback transaction to be around $90 million, as certain credit agreement provisions require portions of the net proceeds from the transaction are applied towards senior secured debt reduction. Availability under the company's $272.5 million senior secured revolver is effectively capped at $95 million, as any further draws would trigger the first-lien net leverage covenant. Fitch's forecast assumes that utilization under the revolver remains below the covenant trigger, while estimated first-lien net leverage remains well above the covenant threshold. The company's $100 million A/R securitization facility is also effectively fully drawn at $65 million as of 3Q23, as provisions of the term loan require a prepayment in an amount equal to any net proceeds of the facility exceeding $50 million. Fitch believes there is an increased likelihood of the company seeking further dispositions or alternative sources of funds to maintain sufficient near-term liquidity. While the company benefits from no material near-term maturities, its prolonged period of underperformance and deterioration in credit metrics materially elevate refinancing risk. The company's term loan B (approximately $1.3 billion outstanding) matures in October 2025, while the $300 million unsecured notes matures in May 2026. SI Group's revolver has 91-day springing maturities to its term loan B and senior unsecured notes. SI Group is materially exposed to the perceived elevated interest rate environment over the medium-term, given that around 80% of total debt is floating rate. The issuer's cash interest burden has more than doubled since 2021, and Fitch forecasts EBITDA interest coverage to remain tight at below 1.5x through the forecast horizon. ISSUER PROFILE SI Group (SK Mohawk Holdings, SARL) provides polymers, fuel, lubricant and industrial additives and chemical intermediates for use in a number of end-markets, including plastics, fuels, tires, oilfield chemicals, food packaging and surfactants. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Polar US Borrower, LLC LT IDR CCC Downgrade B- senior unsecured LT CC Downgrade RR6 CCC senior secured LT CCC+ Downgrade RR3 B SK Mohawk Holdings SARL LT IDR CCC Downgrade B- SKIN BY ASK: Seeks to Hire Boyle Legal LLC as Counsel ----------------------------------------------------- Skin by Ask, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Boyle Legal, LLC as its counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued operation of its business and in its management of its property; (b) take necessary actions to avoid liens against the Debtor's property, remove restraints against the property and such other actions to remove any encumbrances and liens; (c) take necessary action to enjoin and stay until final decree any attempts by secured creditors to enforce liens upon property of the Debtor; (d) represent the Debtor in any proceedings which may be instituted in this court by creditors or other parties during the course of the Chapter 11 proceeding; (e) prepare necessary pleadings, answers, orders, reports, and other legal papers; and (f) perform all other legal services for Debtor-in-Possession or to employ attorneys for such services. The firm will be paid these rates: Michael L. Boyle, Esq. $325 per hour Paralegals $125 per hour The firm received a retainer of $12,000 from the Debtor. Mr. Boyle disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael L. Boyle, Esq. Boyle Legal, LLC 64 2nd Street Troy, NY 12180 Telephone: (518) 407-3121 Email: mike@boylebankruptcy.com About Skin by Ask, LLC Skin by Ask, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 23-11308) on December 20, 2023. The Debtor hires Boyle Legal, LLC as counsel. SONOMA PHARMACEUTICALS: Grants 180K Stock Options to Top Executives ------------------------------------------------------------------- Sonoma Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Dec. 29, 2023, the Company completed its annual grant of stock options to employees, including executive officers, of the Company. The Company's non-employee directors elected to waive their annual grant of stock options. The annual grant is intended to recognize employees who meet certain employment criteria and retain key employees. The exercise price of the options is based on the closing price of the Company's common stock of $0.18 per share on Dec. 29, 2023, and the options granted to executive officers vest in three equal tranches on the first, second and third anniversary of the grant date. All options vest upon change of control and as otherwise provided in an executive officer's employment agreement. Each executive officer received grants as follows: * Amy Trombly, chief executive officer: 60,000 options; * Jerry Dvonch, interim chief financial officer: 60,000 options; and * Bruce Thornton, chief operations officer: 60,000 options. About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. (NASDAQ: SNOA) -- http://www.sonomapharma.com-- is a global healthcare company developing and producing stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, eye care, oral care, dermatological conditions, podiatry, animal health care and non-toxic disinfectants. The Company's products reduce infections, itch, pain, scarring, and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral, and anti-inflammatory properties. The Company's stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate the skin, and oxygenates the cells in the area treated, assisting the body in its natural healing process. The Company sells its products either directly or via partners in 55 countries worldwide. Sonoma Pharmaceuticals reported a net loss of $5.15 million for the year ended March 31, 2023, compared to a net loss of $5.08 million for the year ended March 31, 2022. As of March 31, 2023, the Company had $16.23 million in total assets, $8.25 million in total liabilities, and $7.98 million in total stockholders' equity. Atlanta, Georgia-based Frazier & Deeter, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 21, 2023, citing that the Company has incurred significant losses and negative operating cash flows and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about its ability to continue as a going concern. SPG HOSPICE: Trustee Wins Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized James Cross, the duly appointed and acting Chapter 11 Trustee of SPG Hospice, LLC, Scottsdale Physicians Group, PLC, and United Telehealth Corp., to use cash collateral on an interim basis through April 30, 2023, in accordance with the budget and the Debtors' agreement with Arizona Bank & Trust and TOPPS, LLC. As previously reported by the Troubled Company Reporter, the Debtors are in default under its loans with Arizona Bank. On March 18, 2020, Arizona Bank made: (1) a multiple advance loan (Loan No. XXXXX6771) in the maximum principal amount of $4,000,000 to the Borrowers for working capital and other general corporate purposes; and (2) a term loan (Loan No. XXXXX6772) in the maximum principal amount of $1,950,000 to refinance certain existing term debt of the Borrowers. The RLC Loan and the Term Loan were evidenced by the "Loan Agreement" executed by the Borrowers and Arizona Bank with an effective date of March 18, 2020. On March 18, 2020, the Borrowers, as makers, executed the "Revolving Promissory Note" in the maximum loan amount of $4,000,000 in favor of Arizona Bank, as payee. The RLC Note had a maturity date of March 18, 2021. On March 18, 2020, the Borrowers, as makers, also executed the "Term Promissory Note" in the principal sum of $1,950,000 in favor of Arizona Bank, as payee. The Term Note had a maturity date of March 18, 2024. TOPPS, LLC contended it made two loans to debtor SPG: -- The first, made on June 23, 2021, in the principal amount of $1.5 million, is evidenced by, among other things, a Secured Promissory Note in the principal amount of $1.5 million and a Collateral Security Agreement through which, among other things, SPG granted TOPPS a security interest in the accounts receivable described therein. The security interest was perfected by the filing of a UCC-1 financing statement with the Arizona Secretary of State on July 7, 2021. -- The second, made on September 30, 2021, in the principal amount of $750,000, is evidenced by, among other things, a Secured Promissory Note in the principal amount of $750,000 and a Collateral Security Agreement through which, among other things, SPG granted TOPPS a security interest in the accounts receivable described therein. The security interest was perfected by the filing of a UCC-1 financing statement with the Arizona Secretary of State on October 15, 2021. The Court held that, the Trustee will immediately transfer and disburse to AZBT the sum of $150,000. In the event to of a subsequent sale of Hospice's license by the Trustee, the gross proceeds will be split and distributed to AZBT and the Trustee 50/50 at Closing. The trustee will be authorized to use the remaining cash collateral in the Chase accounts (including Trustee's share of the Hospice Proceeds and the HOV Proceeds) in his discretion to pay allowed administrative expense claims during the remaining pendency of these cases in bankruptcy, whether in chapter 11 or chapter 7. All other future recoveries achieved by the Trustee for the benefit of the estate (including, without limitation, chapter 5 causes of action) may be used and applied by the Trustee to satisfy his allowed administrative expenses, notwithstanding the AZBT Superpriority Claim. In the event the Trustee recovers amounts that exceed Debtors' non-AZBT administrative obligations, AZBT shall have first and superpriority rights to the payment and disbursement of such funds up to a total of $1 million, less amounts previously collected by AZBT on account of cash disbursements from the Trustee and net proceeds, if any (after all collections costs) of Debtors' accounts receivable. A copy of the Court's order is available at https://urlcurt.com/u?l=3BDzwe from PacerMonitor.com. About SPG Hospice, LLC SPG Hospice, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 22-02385) on April 19, 2022. In the petition signed by Nima Ghadimi, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Eddward P. Ballinger Jr. oversees the case. Jonathan Philip Ibsen, Esq., at Canterbury Law Group, LLP is the Debtor's counsel. SUD'S CLUB: Amends UniBank & D&S Financial Secured Claims Pay ------------------------------------------------------------- SUD'S Club, LLC, submitted an Amended Subchapter V Plan of Reorganization dated December 31, 2023. The Debtor is a Georgia Limited Liability Company formed by Jacob Fried, its president and sole shareholder. The Debtor operates a carwash in Eatonton, Georgia. While in bankruptcy, Debtor has continued to operate its business and maintain the property. Debtor has regained valuable customers lost during the shutdown and its business is beginning to stabilize. Debtor is confident that its business will continue to grow and increase revenue enabling the company to restructure its debts and pay all creditors in full. The Debtor will generate sufficient revenue over the life of the Plan to make the required Plan payments. The Debtor's business is improving, and the company can fund the plan payments through the continued operation of its business without the need for further reorganization. The financial projections show that the Debtor will have projected disposable income of approximately $120,591.85 (3 years). The final Plan payment is expected to be paid within 3 years of the date of confirmation. The Plan provides for no classes of administrative claims and priority claims. The Plan provides for two classes of secured claims and one class of unsecured claims. The Plan also provides for one class of equity security holders. Class 1 shall consist of the secured claim of UniBank. UniBank holds a secured claim in the amount of $1,882,564.60, as of the Petition Date ("UniBank Secured Claim"). UniBank's Secured Claim shall be paid in full through regular monthly installments beginning with the first payment in January 2024. Any past due amounts owing under the Loan Documents, as of December 31, 2023 ("Deferred Payments"), shall be deferred and rolled to the end of the loan term and paid through a final balloon payment for the outstanding balance at maturity. Interest, as defined in the Note, shall continue to accrue on the Deferred Payments without penalty until UniBank's Secured Claim is paid in full. Beginning in January 2024, Debtor shall make monthly installment payments of principal and interest, in the amount of $15,445.14 ("Reduced Interest Payments") for 6 consecutive months, beginning January 27, 2024, through June 27, 2024 (the "Reduced Interest Payment Period"). The Reduced Interest Payments are calculated by amortizing the outstanding principal balance of the Note, due as of December 31, 2023, over the remaining term of the loan with interest at the Prime Rate as defined in the Note (currently 8.5%). The Reduced Interest Payments shall first apply to accrued unpaid Interest due under the Note, then to the outstanding principal balance of the Note. Interest on the principal balance of the Note shall continue to accrue during the Reduced Interest Payment Period at the current Interest rate under the Note. Beginning in July 2024, Debtor shall resume making regular installment payments of principal and interest, calculated in accordance with the Loan Documents ("Regular Loan Payments"), beginning July 27, 2024, with payments first applied to accrued unpaid Interest due on the Note, then to the outstanding principal balance of the Note. Regular Loan Payments is defined as the outstanding principal balance of the Note, due as of July 1, 2024, amortized over the remaining term of the Note with Interest as provided in the Note equal to the Prime Rate, plus 2.75%. Class 2 consists of the secured claim of D&S Financial LLC ("DSF"). DSF holds a secured claim in the amount of $566,688.62 ("DSF Secured Claim"). DSF Secured Claim shall be paid in full through 6 monthly installments of $8,939.85, with the first payment being due January 5, 2024, and through June 5, 2024, followed by 42 monthly installments of $11,198.26 with the first payment being due July 5, 2024, and continuing each month through December 5, 2027, and a final balloon payment in the amount of $200,000.00 due on December 5, 2027. Like in the prior iteration of the Plan, Allowed General Unsecured Claims shall be paid in full through the pro-rata distribution of the Debtor's disposal income, after distribution for payment of administrative expense claims, on an annual basis until paid in full. All payments shall be made from the Debtor's future earnings, the liquidation of its assets, or from loans, contributions, or gifts to the Debtor. The Debtor may maintain bank accounts under the confirmed Plan in the ordinary course of business. Debtor may also pay ordinary and necessary expenses of administration of the Plan in due course. A full-text copy of the Amended Subchapter V Plan dated December 31, 2023 is available at https://urlcurt.com/u?l=fe2fRi from PacerMonitor.com at no charge. Counsel to Debtor: Christopher W. Terry, Esq. BOYER TERRY LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Fax: (770) 200-9230 Email: Chris@boyerterry.com About SUD'S Club SUD'S Club, LLC, is the owner of a commercial property located at 673 Old Phoenix Road Eatonton, Georgia valued at $2.2 million. SUD'S Club filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-51151) on Aug. 23, 2023, listing $3,037,441 in assets and $2,280,000 in liabilities. The petition was signed by Jacob Fried as sole member. Christopher W. Terry, at BOYER TERRY LLC, is the Debtor's counsel. SUPERTRANSPORT LLC: Unsecureds Owed $441K to Get $25.2K in Plan --------------------------------------------------------------- Supertransport, LLC submitted a Plan of Reorganization, as amended, dated Dec. 27, 2023. The lenders who have loaned the Debtor funds to purchase specific tractor/trucks and trailers are named as secured lenders and the balances owed are for the most part crammed down to the value of their collateral. The remaining balances on those secured claims will be treated as unsecured non-priority claims and paid a percentage of the unsecured non-priority claim. The same treatment will be provided to the U.S. Small Business Administration as a secured creditor for all personal property that is not titled. The source of funding for the Plan will come from the revenues generated in the transportation of livestock feed and animal food products. On September 20, 2023, the Debtor filed a Notice of Abandonment to surrender three tractor/trucks and five trailers. Since the filing of that Notice, Debtor changed its mind as to one of the tractor/trucks. The Debtor has made arrangements with the lenders of the two tractor/trucks to be surrendered and with the lenders of the trailers. Unsecured claims will be treated as follows: Class 12 consists of priority unsecured claim pursuant to Section 507(a)(8) total $277.32. This has been or will be paid within 90 days following Effective Date. Class 12 is non-impaired. Class 13 consists of General Unsecured Class [including the unsecured portions of any claims set forth in Section 2.2.A. total $440,686.9]. 180 days following Effective Date Debtor will distribute on a quarterly basis: $3,600 in 1st year $4,800 in 2nd and 3rd years $6,000 in 4th and 5th years Total: $25,200 Class 13 is impaired. Attorney for Debtor: Erlene W. Krigel, Esq. KRIGEL & KRIGEL, P.C. 4520 Main Street, Suite 700 Kansas City MO 64111 Tel: (816) 756-5800 E-mail: ekrigel@krigelandkrigel.com A copy of the Plan of Reorganization dated Dec. 27, 2023, is available at https://tinyurl.ph/XqWdp from PacerMonitor.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. TERRA MANAGEMENT: Amends Transamerica & Ally Secured Claims Pay --------------------------------------------------------------- Terra Management Group, LLC, and Littleton Main Street LLC submitted a Disclosure Statement to accompany Debtors' Modified Third Amended Joint Plan of Reorganization dated January 2, 2024. The Third Amended Plan provides for the restructuring of Terra's debt and the sale of the principal asset of Main Street, its low income housing residential apartment building, under Chapter 11 of the Bankruptcy Code. Pursuant to the Plan, once Main Street's assets have been liquidated, the Debtors shall distribute the net proceeds to creditors in conformity with the Bankruptcy Code. Terra shall restructure its debts and continue operations. To effectuate the Third Amended Plan, the Plan Sponsor will contribute capital to the reorganized Debtors in an amount sufficient enough to cover the payment of administrative expenses in full. The Class 1.a Claim consists of the Secured Claim of Transamerica related to the Main Street mortgage on the Property. Class 1.a is impaired under the Third Amended Plan. * The holder of the Class 1.a Claim shall retain its Lien securing its Claim to the same extent and with the same priority as its pre-petition lien and shall be paid from Net Sale Proceeds upon the closing of the Sale of the Property in accordance with the waterfall set forth in the Third Amended Plan. * The Class 1.a Claim shall be Allowed in the outstanding amount of the loan as of the Confirmation Date and shall accrue interest at the rate of 5.25% per annum or such other rate set forth in the Confirmation Order. * The Class 1.a Claim shall mature on January 1, 2025 and shall amortize in equal monthly installments commencing in the first full month after the Effective Date of the Third Amended Plan through the maturity date. * The Debtor shall continue to pay the holder of the Class 1.a Claim a monthly payment of principal and interest in the installment amount (iii) plus an agreed amount to cover escrow for insurance and taxes, from the Effective Date until the earlier of (a) the maturity date or (b) the date that the remaining Class 1.a Claim is satisfied in full from the Net Sale Proceeds upon the closing of the Sale of the Property in accordance with the waterfall set forth in the Third Amended Plan. The Class 2.a Claim consists of the Allowed Secured Claim of Ally regarding a secured loan on a 2019 Chevrolet Silverado 2500 Truck. Class 2.a is impaired under the Third Amended Plan. The Class 2.a Secured Claim will be treated and paid as follows: * The principal amount of the Class 2.a Claim will be allowed (A) in the current outstanding principal amount of $7,516.32; or (B) an amount agreed upon by Terra and Ally on or before the Confirmation Date. * The Class 2.a Claim will bear interest at the rate of 6.89% per annum commencing on the Effective Date of the Third Amended Plan. * The Class 2.a Claim shall mature on December 13, 2025, and shall amortize in equal monthly installments commencing in the first full month after the Effective Date of the Third Amended Plan through the maturity date. * Ally shall retain its Liens in the Collateral securing its Claim, with such Liens attaching to the Collateral in the same relative priority as existed immediately prior to the Petition Date. Upon completion of the final payment, Ally shall release its Lien. Like in the prior iteration of the Plan, the holders of the Allowed Class 4.a Terra Other General Unsecured Claims shall receive their Pro Rata share of Net Sale Proceeds upon the closing of the Sale of the Property in accordance with the waterfall and their Pro Rata share of any Net COA Proceeds and Net Litigation Trust Proceeds in accordance with the waterfall set forth in the Third Amended Plan (subject to the Disputed Claims set forth in section 4.06 of the Third Amended Plan). The holders of the Allowed Class 4.b Main Street Other General Unsecured Claims shall receive their Pro Rata share of Net Sale Proceeds upon the closing of the Sale of the Property in accordance with the waterfall set forth in the Third Amended Plan and their Pro Rata share of any Net COA Proceeds and Net Litigation Trust Proceeds in accordance with the set forth in the Third Amended Plan). On the Effective Date of the Third Amended Plan, the Sale Trustee shall be appointed pursuant to Section 1142(b) of the Bankruptcy Code for the purpose of carrying out the Sale under the terms of the Third Amended Plan, including, but not limited to, execution of documents. Upon the entry of an Order confirming the Plan, Main Street's Property and associated Personal Property shall remain property of Main Street's Estate and will be sold and proceeds used to make payments in accordance with the Waterfall Recovery set forth in the Third Amended Plan. A full-text copy of the Disclosure Statement dated January 2, 2024 is available at https://urlcurt.com/u?l=XXLuaT from PacerMonitor.com at no charge. Attorneys for the Debtors: Michael J. Pankow, Esq. Amalia Sax-Bolder, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 675 15th St., Suite 2900 Denver, CO 80202 Tel: (303) 223-1100 Fax: (303) 223-1111 E-mail: mpankow@bhfs.com asax-bolder@bhfs.com About Terra Management Group and Littleton Main Street Terra Management Group, LLC is an Englewood, Colo.-based company engaged in activities related to real estate. Terra Management Group and Littleton Main Street, LLC filed their voluntary petitions for Chapter 11 protection (Bankr. D. Colo. Lead Case No. 21-15245) on Oct. 15, 2021. J. Marc Hendricks, president and manager of Terra Management Group, signed the petitions. At the time of the filing, Terra Management Group listed up to $100,000 in assets and up to $50 million in liabilities while Littleton listed as much as $50 million in both assets and liabilities. The Hon. Kimberley H. Tyson is the case judge. The Debtors tapped Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP, as legal counsel, and Haynie & Company as tax accountant. TOPPOS LLC: Hearing on Sale of Cape Fear Village Homes Set Jan. 16 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of North Carolina is set to hold a hearing on Jan. 16 to consider approval of the proposed sale of 180 manufactured homes owned by Toppos, LLC. The properties are located in Cape Fear Village, a manufactured home park owned by Cape Fear MHC, LLC and is located in Fayetteville, N.C. Cape Fear MHC is selling the entire park, including Toppos' manufactured homes, to Amorgin Investment Group, LLC for $14.5 million. Toppos will use the proceeds from the sale of the manufactured homes to pay lienholders, including Northpoint Commercial Finance, LLC after payment of the sale costs. Northpoint, which holds liens in 20 manufactured homes, will receive payment of $791,042.49. Meanwhile, Toppos expects to receive $1,333,581.903 from the sale of 160 manufactured homes that are unencumbered, according to court filings. About Toppos LLC Toppos, LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings. The company is based in Lumberton, N.C. Toppos filed Chapter 11 petition (Bankr. E.D.N.C. Case No. 23-02889) on Oct. 5, 2023, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Neil Carmichael Bender, II, member-manager, signed the petition. Judge Pamela W. Mcafee oversees the case. Blake Y. Boyette, Esq., at Buckmiller, Boyette & Frost, PLLC, is the Debtor's legal counsel. John C. Bircher, III, the Chapter 11 trustee appointed in the Debtor's case, is represented by Davis Hartman Wright, LLP. TOTAL AUTO: Court OKs Cash Collateral Access Thru Jan 2024 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, authorized Total Auto Financing LLC to use cash collateral, on an interim basis, in accordance with the budget, through January 30, 2024. American Credit Acceptance, LLC and to Auto Finance Corporation assert an interest in the Debtor's cash collateral. As adequate protection under 11 U.S.C. Section 361 of the Bankruptcy Code, ACA and AFC will receive interest payments from the Debtor at the non-default rate of interest. AFC will receive interest payments as funds are received. The Debtor is ordered to maintain separate debtor-in-possession accounts for ACA and AFC so that all funds received from retail installment sales contracts in which ACA has a security interest and in which AFC has a security interest are not commingled. In addition, the Debtor will maintain at least one additional DIP account for its operating funds. A copy of the order is available at https://urlcurt.com/u?l=nN1Udm from PacerMonitor.com. About Total Auto Financing LLC Total Auto Financing LLC is in the business of automotive finance for sub-prime car purchasers using retail installment contracts. The Debtor was formed by two brothers- Elshan Bayramov and Babak Bayramov - on September 28, 2020. It provides loan portfolio management services for a $48 million loan portfolio employing 8 persons in the United States and 8 persons in the Bayramovs' native country of Azerbaijan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11867) on November 15, 2023. In the petition signed by Elshan Bayramov, member-manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Brian F. Kenney oversees the case. Martin C. Conway, Esq., at Conway Law Group, PC, represents the Debtor as legal counsel. TRAXCELL TECHNOLOGIES: Income From Lawsuits to Fund Plan -------------------------------------------------------- Traxcell Technologies, LLC, submitted a Disclosure Statement explaining its proposed Plan of Reorganization. From 2019 through 2023, Traxcell has generated over $3,500,000 in gross revenue from licensing its patented technology to companies like AT&T, Cisco Systems, Motorola, Uber, and others who have compensated Traxcell for its Patents. However, several infringers refuse to pay Traxcell, and lawsuits are still pending against these companies with an estimated value of over three billion dollars that is potentially owed to Traxcell. These infringers include Verizon Communications, Sprint/T-Mobile, Nokia, Lyft, and others who are earning and saving billions of dollars from Traxcell's inventions without paying Traxcell. This bankruptcy was filed to prevent the seizure and sale of the Traxcell patents before litigation is completed. Currently there are 10 cases pending. Traxcell filed this case in September with the intention of paying its creditors. All it wants is a year (to be extended by the Judge). All it is asking is that during that time it can take its cases to trial without interruption. And should it obtain a judgment, it will pay it to the creditors. Unsecured claims will be treated as follows: Class 2: Judgment Unsecured Claims of over $100,000. This constitutes the two judgment creditors. It is these creditors who are asked to wait for their money. They are Verizon and T-Mobile. Class 3: Judgement Unsecured Claim of Less than $100,000. This is Nokia. Payment on this claim begins immediately. If Traxcell is successful in only some of its litigation it is probable that it will ample funds to pay all debts. It has the following cases open: Neighborfavor 6:22-cv-00942 ($500k potential) GoShare 6:22-cv-00943 ($500k potential) HelBiz 1:22-cv-08128 ($500k potential) AfterShip 6:22-cv-00929 ($500k potential) GrubHub 6:22-cv-00690 ($500k potential) Lyft 6:22-cv-00989 ($500k potential) Samsung 6:22-cv-00992 ($400 million potential) Samsung 6:22-cv-00991 ($400 million potential) Samsung 6:22-cv-01175 ($375 million potential) Verizon 6:22-cv-00976 ($375 million potential) The only source of funding the plan will be the income from the lawsuits. Counsel for Debtor: Charles R. Chesnutt, Esq. CHARLES R. CHESNUTT, P.C. 2608 Hibernia St. Dallas TX 75204 Tel: (214) 248-7000 E-mail: crc@chapter7-11.com Tex 04186800 A copy of the Disclosure Statement dated Dec. 23, 2023, is available at https://tinyurl.ph/mcBPt from PacerMonitor.com. About Traxcell Technologies Traxcell Technologies LLC provides innovative location-based technology. Traxcell Technologies LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10771) on September 19, 2023. In the petition filed by Jeff Reed, as owner, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Shad Robinson oversees the case. The Debtor is represented by Charles R. Chesnutt, Esq. at Charles R. Chesnutt, P.C. TRIUMPH GROUP: Extends $75M Securitization Facility to 2025 ----------------------------------------------------------- Triumph Group, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into amendments to its existing $100 million receivables securitization facility, which was established in August 2008 and amended from time to time by entering into (i) a fourth amendment to amended and restated receivables purchase agreement and amendment to pledge agreement, among Triumph Receivables, LLC, as seller, the Company, as servicer, the various purchasers, LC participants and purchaser agents from time to time party thereto, and PNC Bank, National Association, as administrator and as LC bank and (ii) a second amendment to amended and restated purchase and sale agreement, among the various entities listed therein, as the originators, the Company, individually and as servicer and Triumph Receivables, LLC. The Securitization Facility Amendments extend the Receivables Securitization Facility to Dec. 22, 2025, decrease the facility size to $75,000,000 and amend certain other terms, including, without limitation, changes to certain reporting requirements and termination events, updates to benchmark replacement provisions to change the benchmark interest rate to Secured Overnight Financing Rate (SOFR), and the release of certain subsidiary originators. About Triumph Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. -- http://www.triumphgroup.com-- designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators. As of Sept. 30, 2023, the Company had $1.67 billion in total assets, $314.63 million in total current liabilities, $1.65 billion in long-term debt (less current portion), $307.84 million in accrued pension and other postretirement benefits, $7.27 million in deferred income taxes, $55.62 million in other noncurrent liabilities, and a total stockholders' deficit of $668.22 million. * * * As reported by the TCR on Dec. 27, 2023, Moody's Investors Service placed the Caa1 Corporate Family Rating and the Caa1-PD Probability of Default Rating of Triumph Group, Inc. on review for upgrade following the announcement on December 21, 2023 that Triumph agreed to sell its Product Support business to AAR CORP. (unrated) for $725 million. Moody's said the review for upgrade of the CFR and PDR will consider the benefits to the company's financial leverage, liquidity and refinancing risk that will accrue by retiring debt with the sale proceeds. As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised its outlook to positive from stable and affirmed the 'CCC+' issuer credit rating on Triumph Group Inc. S&P expects management to remain focused on deleveraging the balance sheet; however, there remains some risk around the company's upcoming maturity of its 2025 unsecured notes. TUFFSTUFF FITNESS: Seeks Cash Collateral Access ----------------------------------------------- TuffStuff Fitness International, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay the expenses of maintaining and operating its business as a going concern, as set forth in the budget, with a 15% variance. Amada, Trumpf, Mazuma, WebFund (Vernon Capital Group), Star Fundings, Inc., IOU Financial, and BizFund LLC assert an interest in the Debtor's cash collateral. Within the first 30 days of the Petition Date, the Debtor returned its manufacturing equipment to secured creditors and equipment lessors (Amada, Trumpf, and Mazuma), resulting in the elimination of secured debt for equipment, and the resulting remaining secured debt is less than $310,000 for prepetition merchant cash advance lenders (at most the figure may be approximately $515,000, if the sale of future accounts receivable to BizFund LLC. The Debtor submits that the Debtor's remaining secured creditors are adequately protected in multiple respects. The secured creditors are protected by the ongoing operations of the Debtor in its engineering, design, and prototype ongoing business, which will continue generate new accounts receivable at a higher profit margin. A copy of the motion is available at https://urlcurt.com/u?l=eNKdPS from PacerMonitor.com. About Tuffstuff Fitness International, Inc. Tuffstuff Fitness International, Inc. is a manufacturer of consumer and commercial strength products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. C.D. Cal. Case No. 23-11905) on September 18, 2023. In the petition signed by Richard M. Reyes, Jr., chairman and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Theodor Albert oversees the case. John Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchick LLP represents the Debtor as legal counsel. UA LEASING: Robert Handler Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 11 appointed Robert Handler of Commercial Recovery Associates, LLC as Subchapter V trustee for UA Leasing LLC. Mr. Handler will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Handler declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert P. Handler Commercial Recovery Associates, LLC 205 West Wacker Drive, Suite 918 Chicago, IL 60606 Tel: (312) 845-5001 x221 Email: rhandler@com-rec.com About UA Leasing UA Leasing, LLC, a company in Wood Dale, Ill., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-17234) on December 25, 2023, with $3,940,000 in assets and $5,468,149 in liabilities. Ulyana Lynevych, president, signed the petition. Judge Timothy A. Barnes oversees the case. David Freydin, Esq., at the Law Offices of David Freydin represents the Debtor as bankruptcy counsel. UETEK: Company Owner Extends $36,000 DIP Loan --------------------------------------------- Uetek asks the U.S. Bankruptcy Court for the Central District of California for authority to obtain $36,000 of post-petition financing from Eva Woodby, the Debtor's owner and President. The DIP facility is due and payable on August 31, 2024, with an interest rate of 5% per annum. After the Petition Date, the Debtor's customer deposits were held by the bank where its debtor-in-possession account was opened for as long as 14 days. This bank policy coupled with a need to replenish inventories created a severe cash flow shortage. To address this shortage, Woodby obtained a $36,000 loan from a friend and then loaned these funds to the Debtor in October of 2023. UETEK is seeking court approval of this loan pursuant to 11 U.S.C. section 364(b). UETEK suffered revenue declines and cash shortfalls when the COVID-19 epidemic struck in 2020 and 2021. The dramatic rise in inflation in 2021 further exacerbated the company's financial problems by substantially increasing costs and reducing margins. Together, these uncontrollable external factors created cash flow pressures. To address the company's cash flow problems, UETEK began to seek additional financing. Unfortunately, UETEK's credit inquiries drew the attention of the MCAs, a constituency of lenders. On May 11, 2022, the Debtor entered into a Business Loan Agreement and Commercial Security Agreement with East West Bank. The lien rights granted under the Security Agreement were perfected by the filing of a UCC-1 Statement with the California Secretary of State on May 18, 2022. As of the Petition Date, the balance due under the Loan Agreement was approximately $1.6 million. Pursuant to the Commercial Security Agreement and the UCC-1, this debt is secured by a first priority lien against all of the Debtor business assets. The fair market value of the Debtor's assets is less than the amount of EWB's debt. Accordingly, although other creditors (with disputed claims) have recorded liens against the Debtor's assets, they are unsecured pursuant to 11 U.S.C. section 506(a). The Debtor's cash resources were severely constrained in the immediate post-petition period for the following reasons: Prepetition collection demands by the MCA lenders severely reduced the Debtor's cash; reduced inventory levels needed to be replenished; some of the Debtor's suppliers demanded payment in the form of a cashiers check; customers had received conflicting prepetition demands for payment as between the Debtor and the MCA's and each customer had to be assured that Debtor was the correct payee; the Debtor had to move its business to a new location; and most significantly U.S. Bank, the bank where the Debtor opened its debtor-in-possession account, had a policy of holding all deposits for seven to 14 days. Collectively, these circumstances created a cash flow crisis. The financing was used to relieve the crisis. Now, the Debtor's cash flow has recovered. A copy of the motion is available at https://urlcurt.com/u?l=EJbgWC from PacerMonitor.com. About Uetek Uetek is a wholesaler of grocery and related products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14201) on September 14, 2023. In the petition signed by Hsiang Woodby, chief executive officer, secretary, chief financial officer, the Debtor disclosed $779,202 in assets and $1,976,556 in liabilities. Judge Wayne Johnson oversees the case. Sean A. O'Keefe, Esq., at O'Keefe & Associates Law Corporation, PC, represents the Debtor as legal counsel. UPHEALTH HOLDINGS: Seeks to Extend Plan Exclusivity to July 1 ------------------------------------------------------------- UpHealth Holdings, Inc and its affiliates asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive filing period to July 1, 2024 and their exclusive solicitation period to August 30, 2024. For UpHealth Holdings, Inc., the initial exclusive filing period ends on January 17, 2024, while the initial exclusive solicitation period ends on March 17, 2024. For all other Debtors, the initial exclusive filing period and initial exclusive solicitation period end on February 17, 2024 and April 17, 2024, respectively. The Debtors claim that they have worked diligently to ensure their smooth transition into and out of chapter 11, and to preserve and maximize the value of their estates for the benefit of all stakeholders. The Debtors stated that they have, among other things: (i) sought and received approval of a transaction that allowed the transition of the Thrasys, Inc. business to its customers, resulting in $3.8 million of value being brought to the Debtors' estates; (ii) filed their Schedules of Assets and Liabilities and Statements of Financial Affairs and monthly operating reports; (iii) obtained entry of interim and final orders approving their post-petition use of cash collateral and in connection therewith, negotiated a stipulation with the Committee with respect to the value of the Debtors' estates and their affiliates and the use of cash collateral; (iv) retained certain professionals; (v) responded to numerous creditor inquiries and demands; (vi) responded to Committee discovery requests; and (vii) handled the various other tasks related to the administration of their estates and chapter 11 cases. The Debtors explained that accomplishing these tasks has been a labor-intensive process, and that the requested extensions are both appropriate and necessary to afford them sufficient time to prepare and obtain support for a chapter 11 plan and to mitigate the time and expense associated with incremental extension motions that inevitably would be required absent the relief requested. The Debtors also added that their affiliates are in the midst of a sales process that will pay a substantial portion of the secured debt guaranteed by the Debtors. The Debtors explained that additional progress consummating the sale needs to be made so that they will have a better understanding of when and how much of the secured debt will be paid. UpHealth Holdings, Inc and its affiliates are represented by: Stuart M. Brown, Esq. DLA PIPER LLP (US) 1201 N. Market Street, Suite 2100 Wilmington, DE 19801 Tel: (302) 468-5700 Email: stuart.brown@us.dlapiper.com - and - Richard A. Chesley, Esq. Jamila Justine Willis, Esq. DLA PIPER LLP (US) 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 335-4500 Email: richard.chesley@us.dlapiper.com jamila.willis@us.dlapiper.com About UpHealth Holdings UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management. UpHealth Holdings and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief executive officer, UpHealth Holdings disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel; Morrison & Foerster LLP as litigation counsel; and FTI Consulting, Inc. as financial advisor. Omni Agent Solutions is the Debtors' administrative agent. UXIN LIMITED: Plans to Implement ADS Ratio Change ------------------------------------------------- Uxin Limited announced that it plans to change the ratio of its American Depositary Shares ("ADSs") to Class A ordinary shares from one ADS representing 30 Class A ordinary shares to one ADS representing 300 Class A ordinary shares. This ratio change will have the same effect as a one-for-ten reverse ADS split for Uxin's ADSs holders. There will be no change to Uxin's underlying Class A ordinary shares, and no Class A ordinary shares will be issued or cancelled in connection with this ratio change. No action is required by holders of ADSs to effect the ratio change, as the change will be effected on the books of the ADS depositary. Following the ratio change, Uxin's ADSs will continue to be traded on the Nasdaq Global Select Market under the ticker symbol "UXIN." The effect of the ratio change on the ADS trading price on the Nasdaq Global Select Market is expected to take place at the open of business on Jan. 16, 2024. As a result of the change in the ADS ratio, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than ten times the ADS price before the change. About Uxin Uxin is a China-based used car retailer, pioneering industry transformation with advanced production, new retail experiences, and digital empowerment. The Company offers vehicles through a reliable, one-stop, and hassle-free transaction experience. Under its omni-channel strategy, the Company is able to leverage its pioneering online platform to serve customers nationwide and establish market leadership in selected regions through offline inspection and reconditioning centers. Shanghai, the People's Republic of China-based PricewaterhouseCoopers Zhong Tian LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Aug. 14, 2023, citing that the Company has incurred net losses since inception and incurred cash outflows from operating activities during the fiscal year ended March 31, 2023. In addition, the Company has an accumulated deficit and net current liabilities as of March 31, 2023. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VERICAST CORP: Moody's Rates Amended First Lien Term Loan 'Caa2' ---------------------------------------------------------------- Moody's Investors Service assigned a Caa2 rating to Vericast Corp.'s amended senior secured first lien term loan due 2026. Moody's also appended a "/LD" designation to Vericast's Caa3-PD Probability of Default Rating. The "/LD" designation reflects the completed first lien term loan amendment, which Moody's considers a distressed exchange and therefore a default under Moody's definition. The "/LD" designation appended to the PDR will be removed in a few business days. On December 29, 2023, Vericast announced [1] that it had closed on the amendment to its first lien term loan. The amendment provides the company with the ability to reschedule each of its remaining quarterly amortization payments starting with Q4 2023 to a single payment date in June 2026 (the loan maturity date). If Vericast elects to waive any of the required amortization payments, it will incur a waiver fee of 62.5 basis points in PIK, for each rescheduled quarter. This amendment effectively resets Vericast's amortization holiday that was set to end in Q4 2023 with the next amortization payment of roughly $13 million due on December 29, 2023, which the company can now elect to waive. The transaction does not affect Vericast's Caa3 Corporate Family Rating (CFR), the Caa2 rating on the company's senior secured first lien term loan and note, the Ca rating on the second lien notes or the negative outlook. Vericast's amendment reduced near-term cash needs, but it did not reduce the very high debt burden, and the company's capital structure remains unsustainable absent a significant operational turnaround. Vericast's liquidity remains weak and there is a large debt payment due in May 2025. The company's unexchanged term loan stub that remains subject to a mandatory amortization is immaterial, at roughly $2.5 million. RATINGS RATIONALE Vericast's Caa3 Corporate Family Rating reflects its highly levered capital structure that Moody's views as untenable and a significant level of business risk because of secular declines in its check and print based advertisements businesses. The company's high leverage and heavy debt service costs limit its ability to effectively mitigate the structural business risks. Vericast's leverage, with Moody's adjusted Debt/EBITDA at 7x at Q3 2023, is high, particularly considering a business model that faces secular pressures. The company's sizable debt burden carries a very high cost. Vericast's interest coverage measured as (EBITDA – Capex)/Interest Expense was weak at 0.96x as of LTM Q3 2023 (including Moody's adjustments) and Moody's projects it to be under 1.2x even with projected EBITDA growth. The ratings are constrained by governance risks, including an aggressive financial strategy and concentrated ownership. Nevertheless, the ratings continue to garner support from the company's large scale, strong relationships with its clients and multiyear contracts varying between 2-4 years for most of its clients and strong market positions in the print advertisement and check printing businesses. Vericast's liquidity is weak, constrained by Moody's expectation of negative to break-even free cash flow in 2024, near term debt obligations and high debt service costs. Vericast faces a $52 million deferred term loan amortization payment due in May 2025 and about $2 billion of debt maturing between June and September 2026. As of September 30, 2023, Vericast had $34 million cash and $89 million effective availability on the ABL and reported negative free cash flow of -$20 million as of LTM 3Q 2023. The company's ABL facility provides for borrowings of up to $250 million subject to a borrowing base. The ABL revolver matures in August 2026, with a springing maturity on March 17, 2026 or June 26, 2026 if the company's 2026 term loans or notes are outstanding. Vericast's CIS-5 ESG credit impact score indicates that ESG considerations have a pronounced impact on the current rating, which is lower than it would have been if ESG risks did not exist. Ongoing demographic and societal shifts have led to secular declines in Vericast's checks business print and promotional print products from digital substitution. The company is also exposed to social risks through its collection of sensitive consumer data. Vericast's governance risks include its aggressive financial strategy, concentrated ownership, limited board independence and track record of related party transactions. Vericast has a track record of sponsor friendly transactions that have continued even as the company had underperformed expectations. The first lien secured term loans due 2026 (both the $709.5 million amended term loan and the $2.5 million stub) and the first lien senior secured note due 2026 are rated Caa2 reflecting the company's Caa3-PD Probability of Default Rating, an average expected family recovery rate of 50% at default given the mix of first and second lien secured debt and the particular instruments' ranking in the capital structure. The second lien senior secured notes due 2027 are rated Ca reflecting their junior position in the capital structure. The negative outlook reflects Moody's view that the risk of default remains high and recovery prospects could deteriorate if the company is unable to demonstrate progress turning around the business and improving free cash flow over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be downgraded if earnings or liquidity continue to erode, likelihood of additional preemptive balance sheet restructuring increases, or creditors' recovery prospects deteriorate. The rating could be upgraded if leverage materially declines and liquidity improves driven by improved operating results or due to a sustained improvement in the capital structure. The principal methodology used in this rating was Media published in June 2021. Headquartered in San Antonio, TX, Vericast Corp. (Vericast) is a provider of check and check related products, direct marketing services and customized business and home office products. The company's LTM 3Q 2023 revenue was $2.2 billion. Vericast is owned by MacAndrews & Forbes Holdings, Inc. (MacAndrews), a wholly owned entity controlled by Ronald O. Perelman. WEEKLEY HOMES: S&P Alters Outlook to Positive, Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings affirmed all ratings, including the 'BB-' issuer credit rating on Houston-based homebuilder Weekley Homes LLC. The positive outlook reflects the potential to upgrade the company if it maintains relatively steady year-over-year revenue and EBITDA margins in 2024 such that leverage remains comfortably below 2x EBITDA. S&P said, "Although Weekley Homes' fiscal year will not close until Dec. 31, 2023, we estimate the company will post close to $3 billion in revenue and about $375 million of EBITDA. This implies leverage of about 1.7x EBITDA for the fiscal year. These figures are much better than we forecast one year ago when mortgage rates rose quickly. At that time, we anticipated much lower EBITDA of around $240 million and higher leverage near 2.5x. We attribute the outperformance to a dearth of competition from existing home sale inventory, larger and well-capitalized homebuilders offering financing and other incentives to drive new home sales, and Weekley Homes' ability to fund operations with internally generated cash flow rather than incremental debt. "We now forecast similar sales and EBITDA figures for 2024 as Weekley Homes maintains or grows market share even as overall housing starts slow. Our economists forecast U.S. housing starts to dip slightly to 1.3 million in 2024 from about 1.4 million in 2023. This could present a challenging environment for homebuilders. However, we expect Weekley Homes and several of its rated peers to continue to grow market share as smaller and less well-capitalized homebuilders are lose competitiveness in a restricted and more expensive capital-market environment. As such, we forecast low-single-digit percent revenue growth for Weekley Homes, relatively flat EBITDA margins, and level debt balances in 2024. This results in S&P Global Ratings-adjusted debt to EBITDA below 2x, EBITDA interest coverage above 7x, and debt to total capital at just over 30%." Good liquidity and a land-light inventory strategy provide some protection in a downside scenario. Weekley Homes consistently generates positive free operating cash flow (before dividends) and held about $120 million of cash on Sept. 30, 2023. Its business model does not require cash flow deficits and significant borrowings because 90% of its lots are controlled through option contracts that limit the amount of capital required to support operations. Furthermore, the company can preserve cash in a downturn by quickly curtailing lot purchases, forfeiting modest earnest money deposits. The positive outlook reflects the potential to upgrade the company over the next 12 months if the company continues to gain market share amid a slightly weaker overall housing market, as in S&P's base case. S&P would revise its outlook to stable if leverage increases and sustains above 2x. This could occur if: -- EBITDA is more than 10% below our 2024 forecast level, or -- Debt levels rise by more than $100 million due to more-aggressive financial policy. In these cases, S&P would view Weekley Homes to have limited cushion against a downturn in an industry S&P considers highly cyclical. S&P could raise its issuer credit rating on Weekley Homes to 'BB' over the next 12 months if: -- Adjusted debt to EBITDA sustains comfortably below 2x, and -- Debt to total capital holds below 35%. WESCO AIRCRAFT: Unsecured Creditors to Get 3.5% of Shares --------------------------------------------------------- Wesco Aircraft Holdings, Inc., et al., submitted a First Amended Joint Chapter 11 Plan. Class 7a consists of all General Unsecured Claims against one or more Debtors. i. The 2024 Unsecured Notes Claims will be Allowed in the amount of $184,984,336.09 (the aggregate principal amount and accrued but unpaid interest thereon through the Petition Date), plus fees through the Petition Date, and will not include any amount on account of "Applicable Premium," make-whole premium, call protection, or other similar amounts or premiums. ii. The 2026 Unsecured Notes Claims will be Allowed in the amount of $353,557,970.20 (the aggregate principal amount and accrued but unpaid interest thereon through the Petition Date), plus fees through the Petition Date, and will not include any amount on account of "Applicable Premium," make-whole premium, call protection, or other similar amounts or premiums. iii. The 2027 Unsecured Notes Claims will be Allowed in the amount of $111,608,496.29 (the aggregate principal amount and accrued but unpaid interest thereon through the Petition Date), plus fees through the Petition Date, and will not include any amount on account of "Applicable Premium," make-whole premium, call protection, or other similar amounts or premiums. iv. Other General Unsecured Claims will be Allowed or Disallowed in accordance with Article VI. On the Effective Date (or as soon thereafter as reasonably practicable in accordance with the resolution and distribution provisions set forth herein), each holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the Settlement Equity Pool. The receipt of the foregoing consideration will be in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each General Unsecured Claim against each Debtor. Class 7a is Impaired under the Plan. "Settlement Equity Pool" means 3.5% of the New Common Equity, subject to dilution by any New Common Equity issued in respect of the Management Incentive Plan. Class 7b consists of all General Unsecured Convenience Claims. Except to the extent previously paid during the Chapter 11 Cases or such holder agrees to less favorable treatment (with the consent of the Required Consenting 1L Noteholders, not to be unreasonably withheld), each holder of an Allowed General Unsecured Convenience Claim will receive such holder's Pro Rata share of Cash in the amount of $7,500,000; provided that in no event will any holder of General Unsecured Convenience Claims recover more than 10% of the Allowed amount of its General Unsecured Convenience Claim. The receipt of the foregoing consideration will be in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each General Unsecured Convenience Claim against each Debtor. Class 7b is Impaired under the Plan. Sources of consideration for distributions are cash, new financing and new common equity. Counsel to the Debtors and Debtors in Possession: Charles A. Beckham, Jr., Esq. Patrick L. Hughes, Esq. Kelli S. Norfleet, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 4000 Houston, TX 77010 Tel: 1 (713) 745-2000 E-mail: Charles.Beckham@HaynesBoone.com Patrick.Hughes@HaynesBoone.com Kelli.Norfleet@HaynesBoone.com – and – Dennis F. Dunne, Esq. (admitted pro hac vice) Samuel A. Khalil, Esq. (admitted pro hac vice) Benjamin M. Schak, Esq. (admitted pro hac vice) MILBANK LLP 55 Hudson Yards New York, NY 10001 Tel: 1 (212) 530-5000 E-mail: DDunne@Milbank.com SKhalil@Milbank.com BSchak@Milbank.com A copy of the Chapter 11 Plan dated Dec. 27, 2023, is available at https://tinyurl.ph/qDStp from www.kccllc.net, the claims agent. About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as bankruptcy counsels; PJT Partners, Inc. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and conflicts counsel. Kurtzman Carson Consultants, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Morrison Foerster, LLP as its counsel; Piper Sandler & Co. as investment banker; and Province, LLC as financial advisor. WEWORK INC: Secures $671.2 Million DIP Loans -------------------------------------------- WeWork Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that following approval by the U.S. Bankruptcy Court for the District of New Jersey, WeWork Companies U.S. LLC and certain other Debtors entered into a senior secured first priority debtor‑in‑possession facility. The facility is a "last out" term loan C facility in an aggregate principal amount of $671.2 million and a senior secured first priority cash collateralized debtor‑in‑possession "first out" letter of credit facility in an aggregate principal amount, plus any unreimbursed drawings thereunder, not to exceed, in the case of Goldman Sachs International Bank, $370 million and, in the case of JPMorgan Chase Bank, N.A., $280 million at any time outstanding, pursuant to a senior secured debtor‑in‑possession credit agreement (the "DIP Credit Agreement"), by and among the Borrower, Goldman Sachs and JPMorgan, each as an Issuing Bank, Softbank Vision Fund II‑2 L.P., as the Junior TLC Facility Lender, Goldman Sachs, as Senior LC Facility Administrative Agent and Shared Collateral Agent, JPMorgan, as an additional collateral agent, and SVF II as the Junior TLC Facility Administrative Agent. The Letters of Credit under the Senior LC Facility will be used for purposes permitted by orders of the Bankruptcy Court and the DIP Credit Agreement, including for working capital needs and general corporate purposes, and the Term Loans will be used to cash fund LC Cash Collateral to support the Senior LC Facility. The maturity date of the Junior TLC Facility is the earliest of (i) the Senior LC Facility Date of Full Satisfaction, (ii) July 17, 2024 (or such later date as the Junior TLC Facility Lender may agree in its sole discretion), (iii) the date on which the Term Loans have been voluntarily prepaid by the Borrower pursuant to, and in accordance with, the DIP Credit Agreement and (iv) the date on which all Junior TLC Facility Credit Document Obligations have been accelerated pursuant to, and in accordance with, the DIP Credit Agreement. The maturity date of the Senior LC Facility is the earliest of (i) July 16, 2024, unless earlier terminated or extended for a one-month period, subject to certain conditions set forth in the DIP Credit Agreement, (ii) the effective date of a Plan of Reorganization or liquidation in the Chapter 11 Cases, (iii) the consummation of a sale of all or substantially all of the assets of the WeWork Group Members pursuant to section 363 of the Bankruptcy Code or otherwise, (iv) the date of termination of any Issuing Bank's Issuing Commitments and the acceleration of any obligations under the Senior LC Facilities Secured Parties in accordance with the terms hereunder, (v) dismissal of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under chapter 7 of the Bankruptcy Code and (vi) the occurrence of the Junior TLC Facility Maturity Date. Interest shall not be payable on any drawing paid under any Letter of Credit or any other Senior LC Facility Credit Agreement Obligations that is reimbursed with LC Cash Collateral. If a drawing is not repaid with LC Cash Collateral as a result of insufficient LC Cash Collateral or otherwise reimbursed within one business day of the Borrower's receipt of notice, then interest will accrue on the reimbursement obligation at the ABR. The Junior TLC Facility will accrue a running fee on the outstanding principal amount thereof in accordance with the RSA, and both the Junior TLC Facility Credit Document Obligations and the Senior LC Facility Credit Agreement Obligations under the DIP Credit Agreement will be subject to an additional 2.00% of interest per annum during the period in which any principal of, or interest on, any loan or reimbursement obligation or any fee or other amount payable by the Borrower in respect of such Junior TLC Facility Credit Document Obligations or Senior LC Facility Credit Agreement Obligations, as applicable, is not paid when due. The DIP Credit Agreement includes customary conditions precedent, representations and warranties, affirmative and negative covenants, and events of default for financings of this type and size. The Borrower's obligations under the DIP Credit Agreement are guaranteed by certain other Debtors that are material domestic subsidiaries of the Borrower and are secured by a security interest in, and lien on, substantially all property (subject to certain exceptions) of the Borrower and such subsidiary guarantors, including the LC Cash Collateral. The DIP Credit Agreement also contains customary covenants that limit the ability of the Borrower and its subsidiaries to, among other things, incur additional subordinated or junior indebtedness, permit liens to exist on their assets and sell assets. These covenants are subject to exceptions and qualifications as set forth in the DIP Credit Agreement. About WeWork Inc. New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. Judge John K. Sherwood oversees the case. The Debtors are represented by Kirkland & Ellis LLP (Edward Sassower, Joshua Sussberg, Steven Serrejeddini, Ciara Foster, Oliver Pare, Josh Greenblatt, Jimmy Ryan, Connor Casas, William Arnault) and Cole Schotz PC (Michael Sirota, Warren Usatine, Felice Yudkin, Ryan Jareck) as legal counsel, Alvarez & Marsal North America LLC (Justin Schmaltz) as financial advisor, and PJT Partners LP (Paul Sheaffer) as investment banker. Softbank is represented by Weil Gotshal & Manges LLP (Gary Holtzer, Gabriel Morgan, Kevin Bostel, Eric Einhorn) and Wollmuth Maher & Deutsch LLP (Paul DeFilippo, James Lawlor, Steven Fitzgerald, Joseph Pacelli) as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. [*] 5 Springfield Businesses That Closed Down in 2023 ----------------------------------------------------- Zach Roth of Springfield State Journal- Register reports that Springfield has experienced its share of business closures in 2023, with local favorites and national brands waving goodbye, whether permanently or temporarily. Here's a look at five Springfield locales that closed in 2023: 1) Bed Bath & Beyond Closed: Before April 2023 Details: Bed Bath & Beyond first arrived at Southwest Plaza III in 2003, alongside Sports Authority, Gordmans and Old Navy. Out of that group, only Old Navy remains. Like many brick-and-mortar stores, BBB suffered through the COVID-19 pandemic, with sales having stagnated even before then and the company struggling to adjust to a market that was shifting to online purchases. The Springfield location was one of 150 stores that were planned to close as part of an ill-fated attempt to avoid bankruptcy. The store closed prior to the April announcement that they would be filing for Chapter 11 bankruptcy protection, with the other brick-and-mortar locations in Illinois and nationwide closing as a result. The brand continues as an online merchant, having been purchased by Overstock, Inc. in June. 2) Bob Evans Closed: March 25 Details: Bob Evans first arrived in Springfield in 1993, providing a homespun take on traditional breakfast favorites like eggs and sausage, while also serving comfort food favorites like ham, turkey and chicken for lunch and dinner. The original location at 3050 Stevenson Drive was successful enough that a second location opened along Conestoga Drive on the west side of town in 2000. However, in an unexpected move, the Stevenson Drive location closed in late March. The Conestoga Drive location remains in business. 3) Five Guys Burgers and Fries Closed: Nov. 26 Details: Home to a relatively simple menu of burgers, fries and shakes, Five Guys opened in 2013 as part of an internal and external modernization of White Oaks Mall, with Cooper's Hawk Winery and Restaurant opening next door a year later in the former space of the White Oaks Cinema movie theatre. Cooper's Hawk remains open but Five Guys closed over Thanksgiving weekend, leaving a space open for potential future development by a restaurant or another store. 4) Pie's the Limit and Public House 29 Closed: July 24 Details: Owned by restauranteurs Chris Hanken and Vic Lanzotti, Public House 29 first opened along Route 29 in Rochester in 2014, providing a casual experience alongside high-end bar food. One of the items on the menu was wood-fired pizzas, which became an idea expanded upon one year later when the two opened the doors for Pie's the Limit at Parkway Pointe, allowing customers to create their pizzas, salads, and pasta with a wide range of ingredients. A second location opened in 2016 on MacArthur Boulevard, which became the sole location for the restaurant in 2020. Pandemic-related issues in the hospitality industry have negatively affected many businesses big and small, with Hanken and Lanzotti's restaurants being no different. The former owners of Lake Pointe Grill, closed that store in 2022 and shut the doors to Pie's the Limit and Public House 29 in July. The increasing cost of labor and products was cited as the reason. The MacArthur Boulevard location for Pie's the Limit wasn't vacant for very long, with local bar owner Ryan Bandy purchasing the property and opening Papi's Pizza Pub earlier this month. Hanken and Lanzotti haven't given up on pizza, with Sapori's Pizzeria and Italian Market opening in Montvale Junction this fall. 5) Sportsman's Lounge Closed: Sept. 15 Details: The building that housed Sportsman's Lounge at 225 West Mason Street has been a watering hole of sorts since 1935, only two years after Prohibition was lifted. The Sportsman's Lounge name graced the site in 1957 and the bar/restaurant made a name for itself through its pork tenderloin sandwiches and tavern chili. It even survived – for a short while – the COVID-19 pandemic, but the owners struggled to make ends meet and incurred significant losses owning the historic bar. The site was sold to Windsor Development Group, which is expected to put the site to use as a 24-unit apartment complex designed for those just out of homelessness. That may not be the end of things for the bar, however, as the owners were seeking to sell the proprietary assets to someone who could rebuild Sportsman's Lounge at a different location. [*] Commercial Chapter 11 Filings Up 72% 6,569 in 2023 ------------------------------------------------------ Commercial chapter 11 filings increased 72 percent to 6,569 in calendar year 2023 from the previous year's total of 3,819, according to data provided by Epiq AACER, the leading provider of U.S. bankruptcy filing data. Overall commercial filings increased 19 percent to 25,627 from the 21,479 registered the previous year. Subchapter V elections within chapter 11 also experienced a substantial increase in calendar year 2023, as the 1,939 filings represented a 45 percent increase from the 1,334 recorded in 2022. Total bankruptcy filings in calendar year 2023 were 445,186, an 18 percent increase from the 378,390 registered during calendar year 2022. While representing a substantial year-over-year increase, total bankruptcy filings remain lower than the pre-pandemic total of 757,816 recorded in CY2019. "As anticipated, we saw new filings in 2023 increase momentum over 2022 with a significant number of commercial filers leading the expected increase and normalization back to pre-pandemic bankruptcy volumes," said Michael Hunter, Vice President of Epiq AACER. "We expect the increase in number of consumer and commercial filers seeking bankruptcy protection to continue in 2024 given the runoff of pandemic stimulus, increased cost of funds, higher interest rates, rising delinquency rates, and near historic levels of household debt." Overall consumer filing totals for calendar year 2023 were 419,559, representing an 18 percent increase from the 356,911 consumer filings the previous year. The 175,964 consumer chapter 13 bankruptcy filings during calendar year 2023 also registered an 18 percent increase over 2022's total of 149,069. Consumer chapter 7 filings increased 17 percent in CY2023 to 242,936 from 207,188 filings the previous year. "Though still below pre-pandemic figures, bankruptcies in all filing categories climbed last year amid the evaporation of pandemic emergency responses, increased interest rates and tougher lending standards," said ABI Executive Director Amy Quackenboss. "As interest rates remain elevated, increasing geopolitical tensions weigh on global supply chains and debt loads continue to grow, struggling businesses and families can turn to the proven process of bankruptcy for a financial fresh start." In partnership with Epiq, an abiLIVE webinar at 2:30 p.m. ET, Jan. 9 will feature experts looking at CY2023 filing trends and providing their thoughts on what could happen with bankruptcies in the year ahead. Speakers on the program include Michael Hunter of Epiq AACER (Jacksonville, Fla.), Lindsay Zahradka Milne of Bernstein, Shur, Sawyer & Nelson, P.A. (Portland, Maine) and ABI's Ed Flynn (Alexandria, Va.). Deirdre O'Connor of Epiq (New York) will serve as moderator for the program. Click here for a complimentary registration. Total bankruptcy filings were 34,447 in December 2023, a 16 percent increase from the December 2022 total of 29,654. The consumer bankruptcy filing total of 32,390 also represented a 16 percent increase from the 27,917 consumer filings in December 2022. Overall commercial filings increased 18 percent in December 2023, as the 2,057 filings were up from the 1,737 commercial filings registered in December 2022. The 503 commercial chapter 11 filings in December represented a 54 percent increase from the 326 filings in December 2022. Subchapter V elections within chapter 11 experienced a 77 percent increase, from 114 in December 2022 to 202 in December 2023. ABI has partnered with Epiq AACER to provide the most current bankruptcy filing data for analysts, researchers, and members of the news media. Epiq AACER 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. About Epiq Epiq, a global technology-enabled services leader to the legal industry and corporations, takes on large-scale, increasingly complex tasks for corporate counsel, law firms, and business professionals with efficiency, clarity, and confidence. Clients rely on Epiq to streamline the administration of business operations, class action, and mass tort, court reporting, eDiscovery, regulatory, compliance, restructuring, and bankruptcy matters. Epiq subject-matter experts and technologies create efficiency through expertise and deliver confidence to high-performing clients around the world. Learn more at www.epiqglobal.com. About ABI ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes nearly 10,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit www.abi.org. For additional conference information, visit http://www.abi.org/calendar-of-events. [*] Crypto Failures Force Bankruptcy Judge to Act Like Regulators ----------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that bankruptcy judges who oversaw the failure of cryptocurrency exchanges this 2023 trumped regulators, outpaced prosecutors, and answered core questions about the legalities of digital currency. The judges' decisions could define the crypto industry for years to come, despite leaving thousands of customers without control of assets they thought they owned. The use of bankruptcy to help resurrect the crypto industry comes at a time when Chapter 11 is being used to address a wide range of societal ills, from the opioid crisis to asbestos exposure. FTX Group, Celsius Network LLC, BlockFi Inc., and Voyager Digital Holdings, among others, filed Chapter 11 in 2022. If 2022 was the year of the crypto collapse, 2023 was the year of sorting through the rubble. "2023 was sort of like, now what the hell do we do with this?" Robert Stark, a Brown Rudnick LLP partner who has worked on multiple crypto bankruptcies, said. Bankruptcy courts became the primary venue for answering that question. Chapter 11 disclosures brought new transparency to the young industry, and bankruptcy judges clarified the relationship between certain crypto account holders and the companies. All the activity amounted to a quasi-regulatory role for bankruptcy courts, Stark and others say. But the year also showcased the shortcomings of the venue as a fix-all, leaving thousands of customers facing slim recovery prospects and racking up tens of millions of dollars in legal fees that drained estate coffers, Stark said. Regulators have struggled to keep up with the innovative industry, and Congress has declined to step in. "It can't really fix the whole financial ecosystem; that's not really what bankruptcy is for," Stark said. 'Terrifying' Ruling Judge Martin Glenn of the US Bankruptcy Court for the Southern District of New York nearly a year ago issued a ruling that would echo throughout 2023. Crypto assets in Celsius' so-called Earn accounts, which accumulated interest, belonged to Celsius, not to the customers who deposited them, he ruled on January 4, 2023. For thousands of customers, Glenn's decision rendered them unsecured creditors and effectively wiped out any chances of getting all their money back. "Suddenly you find yourself an unsecured creditor," Vanderbilt University Law professor Yesha Yadav said. "That's horrible, and that’s what the absence of regulation has done." But that doesn't mean Glenn's ruling was wrongly decided, Yadav said. The judge applied bankruptcy law to the facts of the Celsius case, and had "no choice" but to rule the way he did, she said. The ruling points to the court's awkward position, and the vulnerability of customers without regulatory backup, said Yadav, who co-wrote a paper with Stark on bankruptcy courts and crypto. The Celsius decision sent ripples through the industry, Yadav said. Other crypto firms sought to once again assure customers that deposited assets are safe and experts encouraged crypto users to keep assets in accounts that operate differently from Earn accounts, she said. "It feels like there's definitely an attempt to maneuver around what the court decided in Celsius, because it's terrifying," Yadav said. Customers won’t get all of their crypto back, as they'd hoped. But the recovery offered by the plan, with Earn account holders receiving 67%, is decent by bankruptcy standards. "Most unsecured creditors in non-crypto cases would see that as a pretty good win," said Dan Gwen, restructuring counsel at Ropes & Gray. Transparency and Disclosure Chapter 11 is generally a transparent process requiring debtors to divulge balance sheets, creditor lists, and more. In especially complex or controversial cases, a judge can appoint an independent examiner to probe potential wrongdoing. In the Celsius bankruptcy, a court-initiated investigation outpaced federal prosecutors. The bankruptcy examiner accused founder Alex Mashinsky of consistently painting a rosy view of the exchange's finances while it was floundering behind the scenes. More than five months later, Mashinsky was charged with fraud in an indictment that made similar accusations as those in the bankruptcy report. He's pleaded not guilty. It's "arguably no coincidence that the Justice Department decided to bring charges shortly after" the bankruptcy court report, Yadav said. But crypto cases haven't always provided complete transparency. FTX convinced Judge John Dorsey of the US Bankruptcy Court for the District of Delaware to let it hide the identities of its 50 largest creditors. Judges Versus Regulators . Bankruptcy courts provided a venue for traditional regulators like the Securities and Exchange Commission to weigh in on restructuring plans. In the Celsius case, Glenn effectively deferred to the SEC, declining to rule on whether the company's CEL token is a security. Glenn in November approved the restructuring plan, urging the SEC to move quickly if it wanted to intervene. Celsius later changed its plan to focus solely on mining Bitcoin, abandoning a proposed crypto "staking" division that drew scrutiny from the SEC. But in the bankruptcy of crypto company Voyager, Judge Michael Wiles of the Southern District of New York steamrolled the SEC when he approved a sale of the bankrupt firm to Binance.US. The SEC failed to provide adequate evidence the sale violated US securities laws, Wiles ruled in March. The SEC eventually reached an agreement with Voyager and dropped its opposition, but the deal fell apart shortly after. The uneven regulatory environment points to the awkwardness of the bankruptcy venue and the absence of true oversight, Stark said. For companies like FTX, which operated a massive crypto exchange, using bankruptcy is a bit strange, he said. "There's not a lot of experiences where trading desks were able to resurrect themselves," Stark said. "Lehman Brothers and Bear Stearns didn’t come back to life." There's also a certain irony in the fact that many crypto companies marketed their appeal as cutting against the traditional financial system, but their collapses have laid bare the regulatory benefits behind the existing regime, Stark argued. Regulators that encourage transparency and back up deposits help create consumer confidence in the system—something bankruptcy isn't designed to do, he said. "Bankruptcy can't force people to lend, and they can't force customers to continue to do business," Stark said. For now, though, bankruptcy judges' expertise on complex financial issues and experience with a wide range of business types might be the best the industry can ask for. "Until we find a better solution, bankruptcy remains the most viable option for a complex type of restructuring like the cases we've seen," Ropes & Gray's Gwen said. [*] Five Stores More Likely to Declare Bankruptcy in 2024 --------------------------------------------------------- Dave Basner of iHert reports that this year was a pretty rough one for retailers. Huge companies like Bed, Bath & Beyond, Tuesday Morning and Christmas Tree Shops had to declare bankruptcy and close all of their stores, while others, like Sears, Pizza Hut, CVS, Foot Locker and Walgreens have been shuttering locations as a cost-cutting measure. Unfortunately, just because a new year is beginning, it doesn't mean that companies' financial challenges will immediately end, and because of that, expect more bankruptcies in 2024. iHert writes five stores that experts identified as the frontrunners for bankruptcy in the new year. 1) JOANN Fabric and Crafts After doing in-depth analysis into some well-known brands, financial information publisher Credit Risk Monitor concluded that national craft retailer JOANN's Fabric and Crafts is at a very high risk for bankruptcy. Credit Risk Monitor assigns scores to companies, which represent their probability of going bankrupt, and JOANN's got the publisher's worst score of 1, which means there is between a 10% and 50% chance that they will declare bankruptcy in the next 12 months. The score has had a 96% accuracy rate in predicting bankruptcies, so it is pretty credible. Unlike many other brands, Joann's actually was very profitable during the pandemic, as people stayed inside and picked up hobbies that the store caters to. Unfortunately, that momentum hasn't lasted and sales have dropped. The company recently had to lay off employees and their chief executive officer, Wade Miquelon, retired in May and hasn't yet been replaced. While the chain was able to save some money by getting price concessions from suppliers, there's no word yet on if they also plan to implement any large-scale cost-saving measures, like shuttering some of their locations. 2) Big Lots Big-box retailer Big Lots got a score of 2 from Credit Risk Monitor, which means there is between a 4% and 10% chance that they will be bankrupt in the next 12 months. Execs at the company addressed their struggles during a recent earnings call, when CEO Bruce Thorn stated, "For the past year and a half, we've been playing defense as the consumer environment quickly and sharply deteriorated. High inflation has disproportionately impacted our lower-income customers, who have delayed or pulled back spending on discretionary items, particularly in high ticket home and seasonal categories, which were already challenged by the post-COVID spend shift away from home categories." Big Lots is working to right the ship. They've sold some of their properties and leased the locations back, giving them a $200 million boost. They're also thinking about their future, and they feel it looks promising. They'll be transforming ten stores into a new concept called Big Lots Home that focuses on furniture and decor. 3) Petco Like Big Lots, Petco has a 4% to 10% of bankruptcy in the next 12 months. The company did well during the pandemic as more households got pets, but since then, sales have taken a dip. The company also has $1.7 billion in long-term debt, so most of their profits go to paying that off. This actually might help keep them out of bankruptcy though, since they are consistently chipping away at their debt. However, that means they aren't making much money so they might need to close some locations in the new year to help free up more cash. There hasn't been any update on if that's in the cards for any of their 1,500 stores. 4) Express Express, the 40-year-old fast fashion retailer with over 500 locations nationwide, is rumored to be close to bankruptcy. The chain was hit hard during the pandemic, when there wasn't as much of a demand for the business casual apparel they sold. Things haven't gotten better since then either, as consumers have been more interested in comfortable athleisure wear than the clothes that Express sells, causing the company's profits to drop. They closed 91 stores to offset the losses in 2020, but have not yet been able to turn things around, and it's not looking good for them. Retail industry consultant Shawn Grain Carter told Retail Dive, "Express is truly on a respirator and teetering on possible bankruptcy." To encourage customers to return, the store has been offering promotions like "buy one, get one 50% off." They also hired a new CEO and plan some layoffs to cut costs. However, Carter thinks it likely won't be enough, stating, "I would not be surprised if they end up in Chapter 11 bankruptcy. I think it's sad because they were once a destination for young people to purchase goods at a decent price that were on trend." 5) The Container Store The Container Store is another company Credit Risk Monitor scored with a 2, the second-worst rating possible, with a 4% to 10% chance of needing to declare bankruptcy in the next year. After some success during the pandemic, as more people stayed at home and needed goods from the retailer, lately, The Container Store has seen far fewer customers. The chain did try to woo some of Bed, Bath & Beyond's customers after their bankruptcy, accepting the defunct retailer's coupons for a time, but it hasn't seemed to help. CEO Satish Malhotra is aware of the issues and trying everything in his power to get back on track, including taking a 10% pay cut on his base salary so that the company's 5,000 employees could get their annual merit raises. No word yet on if any of The Container Store's 101 locations will be closing soon. It's not all bad news for retailers in 2024. One brand that previously closed all their stores amid bankruptcy will be making a comeback next year. Toys R Us plans to open 24 stores nationwide in "prime cities." They'll also soon have locations in airports and on cruise ships. No word yet exactly where the new stores will be, but they'll be opening in the coming months. [*] Trucking Industry Bankruptcies to Continue in Future -------------------------------------------------------- Angel Coker Jones of CCJ Digital reports that the Yellow bankruptcy is widely known, but it isn't the only carrier that has closed its doors recently, and it won't be the last. Industry bankruptcy experts say financial distress at the hands of multiple factors has caused an uptick in bankruptcy cases among trucking and logistics companies of all sizes. Stephanie Lieb, a bankruptcy attorney at Trenam Law in Tampa, and Tim Swanson, a bankruptcy attorney at Moye White in Denver, said they expect that trend to continue … for quite some time. "Trucking cases don't typically have a high success rate within bankruptcy; they usually wind up in a liquidation versus a restructuring, and perhaps filing for this small business Subchapter V, they'll have a better chance of success," Lieb said. "It's hard to say because it's so new." An alternative route Swanson said carriers who don't have cash or resources readily available are going to find themselves in a difficult spot to be able to operate profitably, and those that are struggling now or are on the verge of struggling will just struggle further, leading to more bankruptcy. He said those in the industry experiencing financial distress should hire a good bankruptcy lawyer and a good accountant and ensure a long-term business plan is in place. Spencer Tenney, president and CEO of Tenney Group, a merger acquisition advisory firm dedicated to the transportation industry, took that a step farther. He said carriers should consider consulting with an M&A advisor. "We do have folks that are exploring any and all options, and that's what we're encouraging them to do,” Tenney said. “We're seeing business owners demonstrate great stewardship before they get themselves in a situation where their back is against the wall, and the only option is bankruptcy. "If there's any hint of that being a possibility, they're starting conversations with bankruptcy attorneys to understand how does this work, what is my timeline, and how do I activate," he added. "They're also talking to folks like us because any given day in this environment you might be a seller or you could be a buyer." Tenney said his company is seeing record engagement as far as buyers who've never strategically bought a trucking company before. That includes 50-year-old established companies that have never grown via acquisition. He said they are recognizing the realities in the marketplace and searching for different approaches to offset economic pressures. Tenney said he unfortunately expects the down economy to bleed into 2025 without a material correction; the market is not correcting as fast as the industry would hope, he added. And though the industry has obviously been through down cycles before, this is a unique one because the pressure on margins is coming from beyond one source. But, he said there is an upside. "What's true is that many people that want to be in this industry for the long term have to materially evolve in terms of how they've done business in the past versus what they're going to need to do in the future to be sustainable," Tenney said. "The risk in the marketplace is going to give license to a lot of leaders in our industry to go activate some strategic growth plans that they may have sat on for a while had market conditions stayed the way they were. In doing that, I think we're going to see many trucking and logistics companies increase their capabilities and become much stronger." [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Todd Robert Shorten and Meghan Elizabeth Shorten Bankr. D. Ariz. Case No. 23-09247 Chapter 11 Petition filed December 26, 2023 represented by: James R. Gaudiosi, Esq. JIM GAUDIOSI, ATTORNEY AT LAW PLLC In re Bula Developments, Inc. Bankr. E.D. Cal. Case No. 23-24619 Chapter 11 Petition filed December 26, 2023 See https://www.pacermonitor.com/view/4EFCJAQ/Bula_Developments_Inc__caebke-23-24619__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re GFYEB L.L.C Bankr. E.D. Cal. Case No. 23-24618 Chapter 11 Petition filed December 26, 2023 See https://www.pacermonitor.com/view/7WSRIWI/GFYEB_LLC__caebke-23-24618__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Skip Charles Magee and Jessica Ayo Magee Bankr. N.D. Fla. Case No. 23-30925 Chapter 11 Petition filed December 26, 2023 represented by: Edward Peterson, Esq. In re Rockaway Farmers Market, LLC Bankr. E.D.N.Y. Case No. 23-44757 Chapter 11 Petition filed December 26, 2023 See https://www.pacermonitor.com/view/SUVUKII/Rockaway_Farmers_Market_LLC__nyebke-23-44757__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 Frank John Leary and Stacy Marie Leary Bankr. S.D. Ohio Case No. 23-54503 Chapter 11 Petition filed December 26, 2023 represented by: Matthew Schaeffer, Esq. In re AMP Electrical & Maint Services LLC Bankr. W.D. Ark. Case No. 23-71908 Chapter 11 Petition filed December 27, 2023 See https://www.pacermonitor.com/view/WTWCTWI/AMP_Electrical__Maint_Services__arwbke-23-71908__0001.0.pdf?mcid=tGE4TAMA represented by: Vanessa Cash Adams, Esq. AR LAW PARTNERS, PLLC E-mail: vanessa@arlawpartners.com In re Clinical Edify Bankr. C.D. Cal. Case No. 23-18579 Chapter 11 Petition filed December 27, 2023 See https://www.pacermonitor.com/view/VW6GOSQ/Clinical_Edify__cacbke-23-18579__0001.0.pdf?mcid=tGE4TAMA represented by: Steven R. Fox, Esq. THE FOX LAW CORPORATION INC. E-mail: SRFox@foxlaw.com In re Boss Tax and Accounting Services, LLC Bankr. S.D. Iowa Case No. 23-01667 Chapter 11 Petition filed December 27, 2023 See https://www.pacermonitor.com/view/XWILOAQ/Boss_Tax_and_Accounting_Services__iasbke-23-01667__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re MMA Transmedic Ambulance Services, Corp. Bankr. D.P.R. Case No. 23-04373 Chapter 11 Petition filed December 27, 2023 See https://www.pacermonitor.com/view/5S27QPY/MMA_TRANSMEDIC_AMBULANCE_SERVICES__prbke-23-04373__0001.0.pdf?mcid=tGE4TAMA represented by: Enrique Almeida, Esq./Zelma Davila, Esq. ALMEDIA & DAVILA, PSC E-mail: info@almeidadavila.com In re Joanna Schroeder Bankr. S.D. Tex. Case No. 23-35057 Chapter 11 Petition filed December 27, 2023 represented by: Donald L. Wyatt, Jr., Esq. DONALD WYATT, PC Email: don.wyatt@wyattpc.com In re General Transport & Marketing LLC Bankr. W.D. Wisc. Case No. 23-12315 Chapter 11 Petition filed December 27, 2023 See https://www.pacermonitor.com/view/Y4OB6KQ/General_Transport__Marketing__wiwbke-23-12315__0001.0.pdf?mcid=tGE4TAMA represented by: Joshua D. Christianson, Esq. CHRISTIANSON & FREUND, LLC E-mail: lawfirm@cf.legal In re Proto-Vest Dryers, LLC Bankr. D. Ariz. Case No. 23-09288 Chapter 11 Petition filed December 28, 2023 See https://www.pacermonitor.com/view/NHXB7XY/Proto-Vest_Dryers_LLC__azbke-23-09288__0001.0.pdf?mcid=tGE4TAMA represented by: Stacy Porche, Esq. FENNEMORE CRAIG E-mail: sporche@fennemorelaw.com In re The Warren Companies, LLC Bankr. D. Ariz. Case No. 23-09293 Chapter 11 Petition filed December 28, 2023 See https://www.pacermonitor.com/view/C3W3G6I/The_Warren_Companies_LLC__azbke-23-09293__0001.0.pdf?mcid=tGE4TAMA represented by: Stacy Porche, Esq. FENNEMORE CRAIG E-mail: sporche@fennemorelaw.com In re American Trucking Routes LLC Bankr. C.D. Cal. Case No. 23-18605 Chapter 11 Petition filed December 28, 2023 See https://www.pacermonitor.com/view/I6P4DJQ/American_Trucking_Routes_LLC__cacbke-23-18605__0001.0.pdf?mcid=tGE4TAMA represented by: Stella Havkin, Esq. STELLA HAVKIN E-mail: shavkinesq@gmail.com In re RAI, Inc. Bankr. D. Colo. Case No. 23-16014 Chapter 11 Petition filed December 28, 2023 See https://www.pacermonitor.com/view/BWQ7CEY/RAI_Inc__cobke-23-16014__0001.0.pdf?mcid=tGE4TAMA represented by: Aaron A. Garber, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. E-mail: agarber@wgwc-law.com In re AgileThought Latam LLC Bankr. D. Del. Case No. 23-12107 Chapter 11 Petition filed December 28, 2023 See https://www.pacermonitor.com/view/4SQ7BIY/AgileThought_Latam_LLC__debke-23-12107__0001.0.pdf?mcid=tGE4TAMA represented by: Jeremy W. Ryan, Esq. POTTER ANDERSON & CORROON LLP E-mail: jryan@potteranderson.com In re Tavern Hospitality Group Holdings LLC Bankr. N.D. Ill. Case No. 23-17330 Chapter 11 Petition filed December 28, 2023 See https://www.pacermonitor.com/view/MAEPJDA/Tavern_Hospitality_Group_Holdings__ilnbke-23-17330__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re AJSK Services LLC Bankr. E.D. La. Case No. 23-12211 Chapter 11 Petition filed December 28, 2023 See https://www.pacermonitor.com/view/IT7L3DI/AJSK_Services_LLC__laebke-23-12211__0001.0.pdf?mcid=tGE4TAMA represented by: Frederick L. Bunol, Esq. THE DERBES LAW FIRM, LLC E-mail: fbunol@derbeslaw.com In re Timothy Roy Fortier Bankr. W.D. Wash. Case No. 23-12532 Chapter 11 Petition filed December 28, 2023 represented by: James Sturdevant, Esq. In re Jason A. Lappano and Celia A. Lappano Bankr. N.D. Cal. Case No. 23-30895 Chapter 11 Petition filed December 29, 2023 represented by: Lars Fuller, Esq. In re Masonic Hall Association of Alameda Bankr. N.D. Cal. Case No. 23-41719 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/BKSW5LA/Masonic_Hall_Association_of_Alameda__canbke-23-41719__0001.0.pdf?mcid=tGE4TAMA represented by: Marc Voisenat, Esq. LAW OFFICE OF MARC VOISENAT E-mail: voisenat@gmail.com In re Preeminent Holdings LLC Bankr. N.D. Cal. Case No. 23-30891 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/VZYZ77Y/Preeminent_Holdings_LLC__canbke-23-30891__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Sabrina Afifi Bankr. N.D. Cal. Case No. 23-41707 Chapter 11 Petition filed December 29, 2023 In re Culinary Innovations Group LLC Bankr. M.D. Fla. Case No. 23-05918 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/UAZERYA/Culinary_Innovations_Group_LLC__flmbke-23-05918__0001.0.pdf?mcid=tGE4TAMA represented by: Mike Dal Lago, Esq. DAL LAGO LAW E-mail: mike@dallagolaw.com In re ASAP Tax Pros DJ LLC Bankr. N.D. Ga. Case No. 23-62867 Chapter 11 Petition filed December 29, 2023 See Petition at PacerMonitor.com Filed Pro Se In re Choices Outreach Inc Bankr. N.D. Ga. Case No. 23-62866 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/OO7S32Y/Choices_Outreach_Inc__ganbke-23-62866__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re D&H Broadcasting LLC Bankr. D. Nev. Case No. 23-50986 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/SPE5XKI/DH_BROADCASTING_LLC__nvbke-23-50986__0001.0.pdf?mcid=tGE4TAMA represented by: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC E-mail: steve@harrislawreno.com In re Rawan H Qazear and Madhat M Zubi Bankr. D.N.J. Case No. 23-21987 Chapter 11 Petition filed December 29, 2023 represented by: Brian Hannon, Esq. In re Turbo Financial Improvement, LLC Bankr. D.N.J. Case No. 23-21986 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/BTRPJBY/Turbo_Financial_Improvement_LLC__njbke-23-21986__0001.0.pdf?mcid=tGE4TAMA represented by: Brian G. Hannon, Esq. NORGAARD OBOYLE HANNON E-mail: bhannon@norgaardfirm.com In re Jedland, LLC Bankr. E.D. Tex. Case No. 23-42476 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/CDAIJZY/Jedland_LLC__txebke-23-42476__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel Herrin, Esq. HERRIN LAW, PLLC E-mail: ecf@herrinlaw.com In re Bayou Urgent Care, Inc. Bankr. S.D. Tex. Case No. 23-35123 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/QFXDQOI/Bayou_Urgent_Care_Inc__txsbke-23-35123__0001.0.pdf?mcid=tGE4TAMA represented by: Kevin S. Wiley, Sr., Esq. WILEY LAW GROUP, PLLC E-mail: kwiley@wileylawgroup.com In re Charles M Haden, Jr. and Shelley Whitty Haden Bankr. S.D. Tex. Case No. 23-35153 Chapter 11 Petition filed December 29, 2023 represented by: Reese Baker, Esq. In re Premier Property Developers LLC Bankr. S.D. Tex. Case No. 23-35124 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/VI3CVMI/Premier_Property_Developers_LLC__txsbke-23-35124__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Entxar Elloprop LLC Bankr. W.D. Tex. Case No. 23-51806 Chapter 11 Petition filed December 29, 2023 See https://www.pacermonitor.com/view/K52GGKI/Entxar_Elloprop_LLC__txwbke-23-51806__0001.0.pdf?mcid=tGE4TAMA represented by: David T. Cain, Esq. LAW OFFICE OF DAVID T CAIN E-mail: caindt@swbell.net In re Everlasting Trucking, LLC Bankr. M.D. Fla. Case No. 24-00001 Chapter 11 Petition filed January 1, 2024 See https://www.pacermonitor.com/view/45LFMTQ/Everlasting_Trucking_LLC__flmbke-24-00001__0001.0.pdf?mcid=tGE4TAMA represented by: Rehan N. Khawaja, Esq. BANKRUPTCY LAW OFFICES OF REHAN N. KHAWAJA E-mail: khawaja@fla-bankruptcy.com In re The Rochester Holding Company of Georgia, LLC Bankr. N.D. Ga. Case No. 24-50006 Chapter 11 Petition filed January 1, 2024 See https://www.pacermonitor.com/view/5NFZYQI/The_Rochester_Holding_Company__ganbke-24-50006__0001.0.pdf?mcid=tGE4TAMA represented by: Richard K. Valldejuli, Jr., Esq. VALLDEJULI & ASSOCIATES, LLC E-mail: rkv@valldejuliandassociates.com In re Women of Influence, Inc. Bankr. N.D. Tex. Case No. 24-40001 Chapter 11 Petition filed January 1, 2024 See https://www.pacermonitor.com/view/WTV7HHQ/Women_of_Influence_Inc__txnbke-24-40001__0001.0.pdf?mcid=tGE4TAMA represented by: Eric Liepins, Esq. ERIC A. LIEPINS E-mail: agenda@ealpc.com In re Brendan F. Gowing and Catherine H. Gowing Bankr. S.D. Tex. Case No. 24-30003 Chapter 11 Petition filed January 1, 2024 represented by: Margaret McClure, Esq. ********* 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. 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