/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241017.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, October 17, 2024, Vol. 28, No. 290 Headlines 2626 PENN: Case Summary & 15 Unsecured Creditors 358 ATLANTIC: Taps Davidoff Hutcher & Citron LLP as Attorney 420 EASTERN: Hires Law Office of Charles A. Higgs as Counsel 5 F PROPERTIES: Hits Chapter 11 Bankruptcy Protection 58 DOBBIN LLC: Sec. 341(a) Meeting of Creditors on Nov. 18 AIO US: Committee Seeks to Hire Cooley LLP as Counsel AIO US: Committee Taps Hires Caplin & Drysdale as Special Counsel AMIT GAURI: Court Narrows Claims in Parent Petroleum's Case ANASTASIA HOLDINGS: S&P Downgrades ICR to 'CCC-', Outlook Negative ARCH THERAPEUTICS: Nets $108K in Eighth Convertible Notes Closing ARCON CONSTRUCTION: Taps Law Offices of Eric J. Gravel as Counsel ASHFORD HOSPITALITY: Plans Stock Split to Regain NYSE Compliance ASPIRE BAKERIES: S&P Affirms 'B' ICR, Outlook Stable ATTLEBORO REALTY: Voluntary Chapter 11 Case Summary AXENTIA CARD: Court Stays MBFMCA, et al. Case BASIC FOOD: Loses Bid for JNOV and New Trial in Ahne, et al. Suit BEAU HARVEY: Involuntary Chapter 7 Petition v. Rillema Tossed BERNARD TEW: Court Narrows Claims in MCML Suit BHAVI HOSPITALITY: Gets OK to Use Cash Collateral Until Nov. 13 BIOLASE INC: U.S. Trustee Appoints Creditors' Committee BOY SCOUTS: Chase Ranch Loses Bid to Nix or Sever Ponil Ranch Suit BRIDGER STEEL: Court Denies LCF's Motion to Compel Arbitration BROWN GENERAL: Case Summary & 20 Largest Unsecured Creditors BURGERFI INT'L: Gets Court Approval for DIP Funding BW GAS: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable CADUCEUS PHYSICIANS: Seeks to Hire Capata as Accountant CALERA CORP: Chemetry Commences Subchapter V Bankruptcy Case CELEBRATION POINTE: Amends Plan to Include Arcis Real Secured Claim CHOBANI GLOBAL: S&P Rates New Senior Notes 'CCC+', Outlook Stable COLES OF LA JOLLA: Seeks to Hire Fischer Auction as Auctioneer COMMERCIAL OFFICE: Hires Regier Carr & Monroe as Accountant CONSTELLATION INSURANCE: Moody's Affirms Ba1 Unsecured Debt Rating COPPER RIDGE: Voluntary Chapter 11 Case Summary CREATIVE PLANNING: S&P Downgrades ICR to 'BB-' on Higher Leverage CROWNCO INC: Case Summary & 20 Largest Unsecured Creditors CUREPOINT LLC: Miles Loses Bid to Dismiss Adversary Case CUSTOM CLUB: Case Summary & 13 Unsecured Creditors D'PASTRY INC: Seeks to Hire Tamarez CPA as Accountant DEE FORD'S: Seeks to Hire Gathings Law as Special Counsel DISTRIBUIDORA MI HONDURAS: Seeks to Hire David Cahn as Counsel DIXON FLEET: Seeks Chapter 11 Bankruptcy Protection DNC AND TCPA: Hires Allen Vellone Wolf Helfrich as Legal Counsel DOYLESTOWN HOSPITAL: Moody's Upgrades Revenue Bond Ratings to B2 DP ENTERPRISE: Seeks to Hire Tamarez CPA as Accountant DRF LOGISTICS: Creditors Challenge $3.3-Mil. Debt Claim DRTMG LLC: Seeks Approval to Hire Edward Clark Corley as Attorney ECHOSTAR CORP: DDBS Debt Negotiations With Milbank AHG Unsuccessful ECHOSTAR CORP: Launches Exchange Offers and Consent Solicitations ECO PRESERVATION: Hires Christian & Small as Special Counsel EL DORADO GAS: Trustee Selling Vehicles, Equipment in Jackson, MS EMG UTICA: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable FIG & FENNEL: Gets OK to Use Cash Collateral Until Oct. 30 FOCUS UNIVERSAL: Regains Nasdaq Compliance After Market Transfer FULCRUM BIOENERGY: Comm. Taps Dundon Advisers as Financial Adviser FULCRUM BIOENERGY: Comm. Taps Eversheds Sutherland as Co-Counsel FULCRUM BIOENERGY: Committee Hires Morris James LLP as Counsel GMS HOLDINGS: Seeks to Hire Compass RE as Real Estate Agent GRANITE GENERATION: S&P Withdraws 'B+' ICR on Debt Repayment HDT HOLDCO: Moody's Lowers CFR to Caa2 & Alters Outlook to Stable HEARTWISE INC: Vitamins Online Entitled to Payment of $14.5MM Claim HENDRIX FARMING: Trustee Taps Craig M. Geno as Legal Counsel HO WAN KWOK: Court Affirms Preliminary Injunction Order HOMES AT LAWRENCE: Amends Secured Claims Pay Details HUCKLEBERRY PARTNERS: Court Affirms Approval of Herbon Settlement IKECHUKWU H. OKORIE: Lacks Standing to Object to Creditors' Claims IMERI ENTERPRISES: Unsecureds to Get Share of Income for 60 Months IN PHAZE: Unsecured Creditors to Split $12K over 3 Years INDOCHINE RESTAURANT: Seeks Chapter 11 Bankruptcy Protection IVANKOVICH FAMILY: Taps Schoenberg Finkel as Special Counsel JAB ENERGY: In Allison Suit, Court Says Trust Can Assert Claim JOSE SERRANO VIERA: Fails to Extend Disclosure Statement Deadline K & P COMMERCIAL: Seeks to Tap Lane Law Firm as Bankruptcy Counsel KINDERCARE LEARNING: Fitch Affirms B+ LongTerm IDR, Outlook Stable LELAND FRANCIS GOHLIKE: Loses Bid for Expedited Relief LEROUX CREEK: Seeks to Tap Levin Sitcoff Waneka as Special Counsel LEXARIA BIOSCIENCE: Wayne Boos Holds 3.795% Stake as of Aug. 31 LIFE TIME: S&P Assigns 'BB' Rating on Proposed $1BB Term Loan MACAR TRANS: Starts Subchapter V Bankruptcy Proceeding MADDEN CORP: Hires Raines Feldman as Bankruptcy Counsel MAGNOLIA TRACE: Voluntary Chapter 11 Case Summary MEGA MATRIX: Stockholders OK Redomicile Merger to Cayman Islands MICROVISION INC: Secures $75 Million in Capital Commitments MISSISSIPPI EMBROIDERY: Case Summary & Two Unsecured Creditors MOONEY HOUSE: Hires Klinger & Klinger LLP as Accountant MP REORGANIZATION: Trustee Taps Mac Restructuring as Fin'l Advisor MRC GLOBAL: S&P Affirms 'B' ICR on Preferred Equity Repurchase NATIONWIDE MEDICAL: Gets Interim OK to Use Cash Collateral NAYA STONE: Voluntary Chapter 11 Case Summary NETCAPITAL INC: 7 Proposals Approved at Annual Meeting NEW FORTRESS: Moody's Lowers CFR to B2, Under Review for Downgrade NGI EAST BAY: Liquidation & Avoidance Proceeds to Fund Plan NORTH MISSISSIPPI MEDIA: Taps Craig M. Geno PLLC as Legal Counsel NORTHEAST LANDSCAPING: Seeks to Hire Pierce Atwood as Attorney NOSTRUM LABORATORIES: Says Chapter 11 Trustee Not Needed NRG ENERGY: S&P Affirms 'BB' Issuer Credit Rating, Outlook Pos. NUMBER HOLDINGS: Committee Seeks to Hire ASK LLP as Counsel OCEANVIEW DEV'T: Court Confirms Combined Plan of Reorganization OLEGNA FUSCHI: Dismissal of Chapter 11 Bankruptcy Case Affirmed OLYMPIA INVESTMENTS: Hires Greysteel Company as Broker ONE FAT GROG: Trustee Hires Ewald Auctions Inc. as Auctioneer PARKER MEDICAL: Court Narrows Claims in First-Citizens Suit PAVMED INC: Anthony Dubreville Discloses 5.5% Equity Stake PICCARD PETS: Seeks to Hire Keller Williams St. Johns as Realtor PINEAPPLE ENERGY: Gets $380K Additional Loan From Conduit Capital POTTSVILLE OPERATIONS: Case Summary & 30 Top Unsecured Creditors POWER REIT: All Proposals Approved at Annual Meeting POWER REIT: Resolves NYSE Deficiency After Restatement PREHIRED LLC: Court Narrows Claims in ISA PLUS Suit QUINCY HEALTH: S&P Revises ICR to 'CCC-', Outlook Developing QURATE RETAIL: QVC Completes Exchange of Senior Secured Notes RAGE N AXE: Seeks to Hire Harlin Parker as Bankruptcy Attorney RAVEN ACQUISITION: S&P Assigns 'B-' ICR, Outlook Positive REDHILL BIOPHARMA: Secures U.S. Government Funding Through BARDA RENAISSANCE ACADEMY: Moody's Alters Outlook on Ba2 Rating to Pos. RESHAPE LIFESCIENCES: Y. Schneid Holds 8.374% Shares as of Sept. 23 RESIDENT RESEARCH: Hires Allen Tate Matthews/Mint Hill as Realtor REVA HOSPITALITY: Gets OK to Use Cash Collateral Until Nov. 13 ROCKWOOD SERVICE: S&P Withdraws 'B' Issuer Credit Rating ROVER PROPERTIES: Files for Chapter 11 Bankruptcy SAGALE DINING: Sally's Restaurant Seeks Chapter 7 Bankruptcy SALEM POINTE: Seeks to Hire Kramer Rayson as Special Counsel SALEM POINTE: Seeks to Hire Moore & Brooks as Bankruptcy Counsel SCHOLAR ROCK: Prices Upsized $300M Offering of Stock & Warrants SCST REALY GROUP: Court OKs Property Sale to Salvatore Campagna SHORT FORK FARMS: Trustee Taps Craig M. Geno as Legal Counsel SHORT FORK: Trustee Taps Law Offices of Craig M. Geno as Counsel SKYLOCK INDUSTRIES: Hires Jeffrey S. Shinbrot APLC as Counsel SOUTH LINCOLN: Case Summary & Four Unsecured Creditors STAFFING 360: Nasdaq Grants Continued Listing Request SUNCOKE ENERGY: Moody's Alters Outlook on 'B1' CFR to Stable SUSHI ZUSHI: Seeks to Hire Cruz Consulting Group as Accountant TAJ GRAPHICS: Settlement Order in Prime Financial Case Affirmed TELLURIAN INC: Defends Merger With Woodside Amid Legal Challenges THERATECHNOLOGIES INC: Posts $3.1 Million Profit in Third Quarter TILI LOGISTICS: Continued Operations to Fund Plan TIRES RIMS: Hires Musi Merkins Daubenberger & Clark as Counsel TLG CAPITAL: Hires Walkup Clark & Associates as Appraiser TOMMY'S BOATS: Intends to Liquidate All Remaining Assets in Ch.11 TREVENA INC: Fires Three Top Executives to Cut Costs TRUE VALUE: Do it Best Bids to Acquire Assets Amid Ch. 11 Filing VERTEX ENERGY: Grants $154K Retention Bonus to CSO Alvaro Ruiz VERTEX ENERGY: Inks Restructuring Support Agreement With Lenders VESTOGE FREDERICK: Hires Tranzon Key as Real Estate Agent VUZIX CORP: Quanta Computer Holds 10.4% Equity Stake WASHINGTON BOI: Gets Interim Approval to Use Cash Collateral WASHINGTON BOI: Hires Levis Law Firm as Bankruptcy Counsel WEST HARWICH: Trustee Hires Verdolino & Lowey as Accountant WHEEL PROS: Bankruptcy Court Approves Plan of Reorganization WILLIAMSBURG BOUTIQUE: Easement Rights Part of N.Y. Property Sale YOUNG MEN'S CHRISTIAN: Hires SVN AVAT Realty LLC as Broker ZIP MAILING: Unsecureds Will Get 2% of Claims over 60 Months [*] 2024 Distressed Investing Conference Agenda [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 2626 PENN: Case Summary & 15 Unsecured Creditors ------------------------------------------------ Debtor: 2626 Penn LLC 2626 Pennsylvania Avenue, N.W. Washington, DC 20037 Business Description: 2626 Penn LLC is the owner of real property located at 2626 Pennsylvania Avenue, N.W., Washington DC 20037 having an appraised value of $17.5 million. Chapter 11 Petition Date: October 16, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00345 Judge: Hon. Elizabeth L Gunn Debtor's Counsel: Craig M. Palik, Esq. MCNAMEE HOSEA, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Tel: (301) 441-2420 E-mail: cpalik@mhlawyers.com Total Assets: $17,526,583 Total Liabilities: $17,361,619 The petition was signed by Phil Kang as authorized representative. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PMBOOAQ/2626_Penn_LLC__dcbke-24-00345__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 15 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Edson Holdings, LLC Loan $3,408,443 9649 Eagle Ridge Drive Bethesda, MD 20814 2. Bonstra Haresign Architects Architectural $341,857 1728 14th Street Services NW, #300 Washington, DC 20009 3. PEPCO Utilities $225,725 Correspondence Section 701 Ninth Street, NW Washington, DC 20068-0001 4. Homegrown Legacy, LLC Loan $121,469 5420 Wisonconsin Ave Chevy Chase, MD 20815 5. KCI Technologies, Inc. Engineering $114,308 11830 West Market Street Services Fulton, MD 20759 6. Akseizer Design Group Architectural $65,825 1315 Powhatan Street Services Alexandria, VA 22314 7. Ron Eichner Loan $48,630 5420 Wisconsin Avenue Chevy Chase, MD 20815 8. Triad Engineering Engineering $24,079 1075 Sherman Avenue Services Hagerstown, MD 21740 9. Seal Engineering, Inc. Engineering $10,775 3323 Duke Street Services Alexandria, VA 22314 10. Goulston & Storrs Legal Services $6,032 One Post Office Square Boston, MA 02109-6000 11. InterAgency, Inc. Regulatory $2,188 80 M Street SE, Services/ Suite 100 Permitting Washington, DC 20003 12. Latham Watkins, LLP Legal Services $1,014 555 Eleventh Street, NW Suite 1000 Washington, DC 20004 13. District of Columbia Water and Sewer $857 Water & Sewer Auth. Charges 1385 Canal Street, SE Washington, DC 20003 14. KASA Architects Architectural $0 3318 N. Colombus Street Services Arlington, VA 22201 15. McCullough Construction Construction $0 5513 Connecticut Avenue Services Suite 200 Washington, DC 358 ATLANTIC: Taps Davidoff Hutcher & Citron LLP as Attorney ------------------------------------------------------------ 358 Atlantic Realty LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Davidoff Hutcher & Citron LLP as attorneys. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties in the continued management of its property and affairs; (b) negotiate with the Debtor's creditors and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; (c) prepare legal papers; (d) appear before the Bankruptcy Court to protect the interest of the Debtor and to represent it in all matters pending before the court; (e) attend meetings and negotiate with representatives of creditors and other parties in interest; (f) advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the business; (g) represent the Debtor in connection with obtaining post-petition financing; (h) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (i) perform all other legal services for the Debtor which may be necessary for the preservation of its estate and to promote its best interests, its creditors, and the estate. The firm will be paid as follows: Attorneys $475 to $825 per hour Paraprofessionals $195 to $275 per hour In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, Sara Chen paid a $23,500 retainer for services to be rendered in the Chapter 11 Case. Jonathan Pasternak, Esq., an attorney at Davidoff Hutcher & Citron, 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: Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Tel: (914) 381-7400 Email: jsp@dhclegal.com About 358 Atlantic Realty LLC 358 Atlantic Realty LLC is engaged in activities related to real estate. 358 Atlantic Realty LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43382) on August 14, 2024. In the petition signed by Mohamed B. Mohamed, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Jil Mazer-Marino handles the case. The Debtor is represented by Jonathan S. Pasternak, Esq. at DAVIDOFF HUTCHER & CITRON LLP. 420 EASTERN: Hires Law Office of Charles A. Higgs as Counsel ------------------------------------------------------------ 420 Eastern Parkway LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Law Office of Charles A. Higgs as counsel. The firm will render these services: (a) assist in the administration of this Chapter 11 proceeding; (b) set bar date; (c) prepare or review operating reports; (d) assist in drafting a plan of reorganization and all exhibits and schedules thereto, and confirming a Chapter 11 plan; (e) review claims and resolve claims that should be disallowed; and (f) all other services necessary to confirm a plan in bankruptcy or defend the bankruptcy. The firm will be paid at these rates: Attorneys $450 per hour Paraprofessionals $200 per hour The firm received a pre-petition retainer in the amount of $7,500 from Union 6769 Underhill Corp. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles Higgs, Esq., a partner at Law Office of Charles A. Higgs, 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: Charles Higgs, Esq. Law Office Of Charles A. Higgs 2 Depot Plaza First Floor, Office 4 Bedford Hills, NY 10507 Tel: (917) 673-3768 Email: Charles@freshstartesq.com About 420 Eastern Parkway 420 Eastern Parkway LLC owns a 16-unit apartment building located at 420 Eastern Parkway, Brooklyn, NY 11225 valued at $2.2 million. 420 Eastern Parkway LLC sought relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43330) on Aug. 9, 2024. In the petition filed by Sylvester Drew, as president, the Debtor reported total assets of $2,215,521 and total liabilities of $3,295,158. The Honorable Bankruptcy Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Charles Higgs, Esq. at THE LAW OFFICE OF CHARLES A. HIGGS. 5 F PROPERTIES: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------- 5 F Properties LLC filed Chapter 11 protection in the Western District of Louisiana. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 12, 2024 at 1:00 p.m. in Room Telephonically on telephone conference line: 866-762-6425. participant access code: 8530051#. About 5 F Properties LLC 5 F Properties LLC is primarily engaged in renting and leasing real estate properties. 5 F Properties LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 24-20471) on Oct. 8, 2024. In the petition filed by Rhett Fontenot, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge John W. Kolwe oversees the case. The Debtor is represented by: Wade N. Kelly, Esq. WADE N KELLY, LLC Packard LaPray 2201 Oak Park Boulevard Lake Charles, LA 70601 Tel: 337-431-7170 E-mail: staff@packardlaw.com 58 DOBBIN LLC: Sec. 341(a) Meeting of Creditors on Nov. 18 ---------------------------------------------------------- 58 Dobbin LLC filed Chapter 11 in the Eastern District of New York. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 18, 2024 at 02:00 p.m. in Room Telephonically on telephone conference line: 1 (866) 919-4760. participant access code: 4081400#. About 58 Dobbin LLC 58 Dobbin LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 58 Dobbin LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-44179) on Oct. 8, 2024. In the petition filed by Henrick Weiss, as sole member, the Debtor estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Elizabeth S. Stong handles the case. The Debtor is represented by: Linda Tirelli, Esq. TIRELLI LAW GROUP, LLC 50 Main Street Suite 1265 White Plains, NY 10606 Tel: 914-732-3222 Fax: 914-517-2696 E-mail: LTirelli@tirellilawgroup.com AIO US: Committee Seeks to Hire Cooley LLP as Counsel ----------------------------------------------------- The official committee of unsecured creditors of AIO US, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cooley LLP as counsel. The firm will provide these services: a. lead all meetings of the Committee; b. review substantially all of the Debtors' first-day pleadings and advise the Committee with regard thereto; c. review financial and operational information furnished by the Debtors to the Committee; d. analyze and negotiate the budget and the terms and use of the Debtors' debtor-in-possession financing and request to use cash collateral; e. assist the Committee in negotiations with the Debtors and other parties in interest on the Debtors' proposed chapter 11 plan and/or exit strategy for these chapter 11 cases; f. confer with the Debtors' management, counsel, and financial advisor and any other retained professional; g. confer with the principals, counsel, and advisors of the Debtors' lenders and equity holders; h. review the Debtors' schedules, statements of financial affairs, and business plan; i. advise the Committee as to the ramifications regarding all of the Debtors' activities and motions before this Court; j. review and analyze the Debtors' financial advisors' work product and report to the Committee; k. investigate and analyze certain of the Debtors' prepetition conduct, transactions, and transfers; l. provide the Committee with legal advice in relation to theses chapter 11 cases; m. prepare various pleadings to be submitted to the Court for consideration and represent the Committee in all Court proceedings; and n. perform such other legal services for the Committee as may be necessary or proper in these chapter 11 cases. The firm will be paid at these rates: Partners $1,450 to $2,290 Counsel3 $1,205 to $2,375 Associates $760 to $1,395 Paralegals $215 to $670 Professional Staff $140 to $650 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post petition, explain the difference and the reasons for the difference. Response: Cooley has not represented the Committee in the 12 months preceding the Petition Date. As set forth in more detail in the herein, Cooley has represented or may currently represent certain Committee members and/or their affiliates in their capacities as official committee members in other chapter 11 cases, or in their individual capacities. However, all such representations involve matters wholly unrelated to the Debtors and these chapter 11 cases. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. For the period from September 3, 2024 through October 31, 2024. Cullen D. Speckhart, Esq. a partner at Cooley 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: Cullen D. Speckhart, Esq. Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, D.C. 20004 Tel: (202) 842-7800 (202) 776-2052 Fax: (202) 842-7899 (212) 479-6657 Email: cspeckhart@cooley.com About AIO US, Inc. AIO US, Inc. and its debtor-affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11836) on August 12, 2024, listing $1,000,000,001 to $10 billion in both assets and liabilities. David T Queroli, Esq. at Richards, Layton & Finger, P.A. represents the Debtor as counsel. AIO US: Committee Taps Hires Caplin & Drysdale as Special Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of AIO US, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Caplin & Drysdale, Chartered as special asbestos counsel. The firm will provide these services: a. assist, advise, and represent the Committee in its meetings, consultations, communications, and negotiations with the Debtors, and other parties in interest, including with respect to any potential or actual resolution of the Debtors' talc- and/or asbestos-related liabilities, any potential or actual post-reorganization trust funding, and any other matters as requested by the Committee; b. assist, advise, and represent the Committee in connection with tort and liability issues, including without limitation any proposed or actual estimation of tort claims; any proposed or actual procedures for filing, pursuing, or resolving tort claims; any analysis of the Debtors' or related parties' tort liabilities; and potential sources for recovery; c. assist, advise, and represent the Committee in investigating and, if appropriate, pursuing claims against the Debtors, their parents, affiliates, and others stemming from such investigation relating to mass tort liabilities; d. prepare and conduct discovery; e. assist, advise, and represent the Committee with respect to mass-tort bankruptcy issues in these chapter 11 cases; f. provide recommendations and input for legal strategies, tactics and positions to be taken by the Committee; g. prepare motions, notices, briefs, responses, answers, orders, reports, and memoranda on behalf of the Committee and assist, advise, and represent the Committee at hearings, trials, adversary proceedings, appeal proceedings, mediations, arbitrations, or alternative dispute resolutions related to (a)-(f) above; and h. assist the Committee in performing such other services as may be desirable or required for the discharge of the Committee's duties pursuant to section 1103 of the Bankruptcy Code. The firm will be paid at these rates: Kevin C. Maclay, Member $1,750 Jeffrey A. Liesemer, Member $1,350 James P. Wehner, Member $1,350 Ann C. McMillan, Member $1,125 Todd E. Phillips, Member $1,295 Kevin M. Davis, Member $930 Q. Monty Crawford, Member $995 Serafina A. Concannon, Of Counsel $915 Jeanna M. Rickards Koski, Of Counsel $870 Nathaniel R. Miller, Associate $735 Lucas H. Self, Associate $735 Shahriar M. Raafi, Associate $690 Katelin C. Zendeh, Associate $690 Wendy J. Barnett, Associate $650 Allegra N. Kauffman, Associate $605 Allison M. Scoggin, Associate $570 Nathaniel M. Brose, Associate $530 Matthew E. Beckerman, Associate $500 Ariel K. Hayes Associate, $500 Olivia H. Rosenzweig, Associate $475 Cecilia Guerrero, Senior Paralegal $540 Jessica A. Giglio, Senior Paralegal $540 Rachael L. Davis, Paralegal $475 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Caplin & Drysdale has not represented the Committee in the 12 months preceding the Petition Date. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. For the period from September 3, 2024, through November 30, 2024. Kevin C. Maclay, a partner at Caplin & Drysdale, Chartered, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin C. Maclay, Esq. Caplin & Drysdale, Chartered 1200 New Hampshire Avenue, NW, 8th Floor Washington, DC 20036 Telephone: (202) 862-5000 About AIO US, Inc. AIO US, Inc. and its debtor-affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11836) on August 12, 2024, listing $1,000,000,001 to $10 billion in both assets and liabilities. David T Queroli, Esq. at Richards, Layton & Finger, P.A. represents the Debtor as counsel. AMIT GAURI: Court Narrows Claims in Parent Petroleum's Case ----------------------------------------------------------- In the case captioned as PARENT PETROLEUM, INC., Plaintiff, v. AMIT GAURI, Defendant, Adversary No. 21 A 00106 (Bankr. N.D. Ill.), Judge Janet S. Baer of the United States Bankruptcy Court for the Northern District of Illinois (i) ruled that Parent Petroleum, Inc. is entitled to judgment as a matter of law on Counts 1 through 3 of the adversary complaint, (ii) denied Gauri's discharge pursuant to Secs. 727(a)(2), (a)(3), (a)(4)(A), and (a)(7), and (iii) denied summary judgment as to Count 4. Parent specializes in petroleum product sales and provided fuel and lubricant products to Black Dog Chicago, LLC and Black Dog Chicago Corp. Parent is the largest unsecured creditor in Gauri's individual case, holding a judgment against him in the amount of $2.8 million. BD Chicago was a holding company that was generating roughly $2 million in annual income as of 2019. Gauri was BD Chicago's sole manager and owned 80.01% of the company through Black Dog Commercial Ventures, Corp., which Gauri owned outright. Gauri created BD Chicago on October 4, 2017; on January 1, 2018, he merged Black Dog Chicago Corp., an entity that had been operating since 2006, into BD Chicago. BD Chicago wholly owned three subsidiary companies, also created by Gauri -- Black Dog Petroleum LLC, Black Dog Foods LLC, and Black Dog Solutions LLC. On March 22, 2021, Gauri filed his individual chapter 11 case. About three months later, on June 28, 2021, Parent filed this adversary proceeding in Gauri's case. On March 13, 2023, Parent filed the instant motion for partial summary judgment on Counts 1 through 4 of its complaint. In its motion for summary judgment, Parent seeks judgment as a matter of law on Counts 1 through 4 of its adversary complaint pursuant to Secs. 727(a)(2), (a)(3), (a)(4)(A), (a)(6), and (a)(7). All four of those counts include claims brought under Sec. 727(a)(7). Parent alleges in its complaint that Gauri, primarily through acts committed in the BD Chicago case, should be denied discharge in his individual case under Sec. 727(a)(7) of the Bankruptcy Code. In Count 1 of its complaint, Parent alleges that Gauri's discharge should be denied under Sec. 727(a)(3), which "imposes on the debtor an affirmative duty to create books and records that accurately document his business affairs." The Court finds Gauri concealed recorded information from which his and BD Chicago's financial situation and business transactions could be ascertained with any kind of accuracy. He also did not offer any reasonable justification for his failure to disclose that financial information. Accordingly, the Court finds in favor of Parent and against Gauri on Count 1 of the complaint, and Gauri's discharge will be denied pursuant to sec. 727(a)(3). In Count 2 of its complaint, Parent objects to Gauri's discharge under Sec. 727(a)(4)(A). Parent groups Gauri's alleged violations of Sec. 727(a)(4)(A) into three specific acts. First, Parent claims that Gauri falsely attested on the Paycheck Protection Program and Economic Injury Disaster Loan applications that BD Chicago was not in bankruptcy. Second, Parent contends that Gauri falsely attested on the EIDL loan application that BD Chicago was authorized to receive the loan and that BD Chicago would not transfer the proceeds to any owner, partner, employee, affiliate, or other company without the written consent of the the U.S. Small Business Administration. Finally, Parent alleges that Gauri falsely attested in the June 2020 Monthly Operating Report that BD Chicago had neither received nor transferred the EIDL proceeds. In response, Gauri says that the transactions at issue were recorded in the books and records of the Operating Subsidiaries, that those transactions did not materially relate to the BD Chicago bankruptcy estate, and that the transactions actually benefited the creditors of the Operating Subsidiaries, thus invalidating any claim that Gauri had fraudulent intent. To prevail under Sec. 727(a)(4)(A), Parent must establish that: (1) Gauri made a statement under oath; (2) the statement was material to the bankruptcy case; (3) the statement was false; (4) Gauri knew that the statement was false; and (5) the statement was made with an intent to deceive. The Court finds Parent has established all of the elements required under Sec. 727(a)(4)(A). Accordingly, Gauri is not entitled to a discharge under that statutory provision, and his discharge will be denied, the Court holds. In Count 3 of its complaint, Parent objects to Gauri's discharge under Sec. 727(a)(2). The Court finds that Gauri acted with fraudulent intent when he concealed the EIDL loan proceeds from the Court and his creditors and transferred them to BD Petroleum. Thus, the elements of Sec. 727(a)(2)(A) are satisfied, and Gauri's discharge will be denied under that statutory provision, the Court further holds. In Count 4 of its complaint, Parent objects to Gauri's discharge under Sec. 727(a)(6)(A). Specifically, Parent argues that Gauri's discharge should be denied under Sec. 727(a)(6)(A) because he violated the order approving the Case Management Procedures by paying himself and his counsel out of the Operating Subsidiaries' funds. The Court finds that there is a material factual issue as to whether Gauri willfully or intentionally refused to obey the Case Management Procedures order, and thus entry of summary judgment is inappropriate in this case. Accordingly, Gauri's discharge will not be denied under Sec. 727(a)(6)(A), the Court concludes. A copy of the Court's decision is available at https://urlcurt.com/u?l=pixaIf About Amit Gauri Amit Gauri sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 21-03680) on March 22, 2021. The Debtor tapped Carolina Sales, Esq., at Bauch & Michaels, LLC as counsel. Amit Gauri owns fuel distribution firm Black Dog Chicago LLC. Chicago Tribune reported in October 2020 that Gauri was embroiled in a federal corruption probe and was accused by U.S. Trustee Ha Nguyen in Black Dog Chicago's bankruptcy case of lying under oath, hiding assets and secretly cutting tens of thousands of dollars in checks to himself and family members. Black Dog Chicago filed for Chapter 11 bankruptcy in Chicago (Bankr. N.D. Ill. Case No. 19-28245. Judge Janet S. Baer later converted the case to a liquidation in Chapter 7 on Aug. 4, 2021. On November 16, 2022, Gauri's individual case was converted to chapter 7. ANASTASIA HOLDINGS: S&P Downgrades ICR to 'CCC-', Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered our issuer credit rating on Beverly Hills, Calif.-based color cosmetics company Anastasia Holdings LLC's (Anastasia Beverly Hills or ABH) to 'CCC-' from 'CCC' because it believes a debt restructuring is increasingly likely over the next six months. Concurrently, S&P lowered its issue-level rating on the company's revolving credit facility and first-lien term loan to 'CCC-' from 'CCC'. The recovery ratings are unchanged at '3'. The negative outlook reflects the possibility that the company could default on its debt obligations or pursue a debt restructuring that S&P would view as tantamount to a default over the subsequent six months. The downgrade reflects a greater likelihood of a debt restructuring over the next six months because of upcoming maturities. The company's RCF matures in seven months and its first-lien term loan matures in ten months. S&P believes refinancing risk is high given our expectation for leverage above 25x, which includes $980 million of preferred stock in 2024 (about 11x excluding the preferred stock), continued negative free operating cash flow (FOCF) and EBITDA interest coverage of about 0.5x over the near-term. This could make it challenging to extend its maturities on satisfactory terms. If the company can refinance, the likely increase in interest expense due to higher borrowing costs in current market conditions would further strain cash flow and potentially compromise liquidity since S&P's base case assumes minimal EBITDA growth and continued negative FOCF in 2025 and thereafter. TPG is exercising its right to sell its position in Anastasia, which adds additional uncertainty. In 2018, TPG invested $600 million in class A preferred stock, allowing it to redeem the equity for cash if the company did not go public or was not sold by August 2024. As of June 30, 2024, we estimate TPG's position to be worth about $893 million, including dividends it has accrued since the investment date. Because Anastasia does not have sufficient liquidity to repay TPG, TPG has the right to force an IPO or sale of the company. Given Anastasia's recent underperformance and elevated leverage, S&P believes an IPO is unlikely, and we therefore assume TPG would mandate a sale. S&P said, "However, we believe Anastasia's valuation has decreased substantially since its initial valuation; considering multiples of public peers in the beauty space, we think its current valuation could range from $600 million to $1.2 billion." If a sale is executed, lenders would be paid out first followed by TPG and Anastasia. Therefore, it is unlikely TPG would regain its initial investment if the company is sold. Further, Anastasia Soare is the majority owner, which could influence the outcome of a sale and there is key woman risk associated with the brand. Moreover, Anastasia has made additional investments in the business in the past, including $61 million of preferred equity in 2020. S&P thinks there is risk of an even weaker valuation if the company is sold and its founder is no longer attached to the brand. Ultimately, while the timing of a potential sale is uncertain, it is an additional factor that could precipitate a default over the next six months. S&P assesses Anastasia's liquidity as weak. S&P said, "The company has $40 million in cash as of June 30, 2024, which is its sole source of liquidity as we forecast minimal positive cash flow for the remainder of 2024. The company is unable to draw on its RCF because it does not meet its minimum 1x fixed charge coverage ratio (FCCR) and we expect its FCCR would remain below 1x until the RCF expires on May 9, 2025. "We forecast the company will generate enough EBITDA to meet its debt service in the second half of 2024, but the weaker macroeconomic environment could weigh on our forecast. We forecast Anastasia's cash will drop to $20 million-$30 million after principal amortization, capital expenditure (capex), and working capital outflows by March 31, 2025. If the company underperforms our forecast, potentially due to a weaker-than-expected holiday season coupled with higher spending on advertising, new product development, and capex to drive growth, it could burn through a greater amount of cash, increasing the risk of a payment default. "The negative outlook reflects the possibility that the company could default on its debt obligations or pursue a debt restructuring that we would view as tantamount to a default over the subsequent six months." S&P could lower its ratings on Anastasia if: -- It announces a bankruptcy filing or debt restructuring to address its debt maturities; or -- Its operating performance further deteriorates, and the company misses a principal and/or interest payment. S&P could take a positive rating action if it believes there is a lower likelihood of a default in the subsequent six months. This could occur if Anastasia successfully refinances its upcoming debt maturities on satisfactory terms. ARCH THERAPEUTICS: Nets $108K in Eighth Convertible Notes Closing ----------------------------------------------------------------- Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 20, 2024, the Company consummated an eighth closing of the Convertible Notes Offering pursuant to the terms and conditions of the Securities Purchase Agreement with certain institutional and accredited individual investors who have previously purchased secured promissory notes from the Company, providing for the issuance and sale by the Company to the Investors 2024 First Notes convertible into shares of Common Stock. The 2024 First Notes were issued as part of the Convertible Notes Offering previously authorized by the Company's board of directors. In connection with the Eighth Closing of the Convertible Notes Offering, the Company issued and sold to the Investors 2024 First Notes in the aggregate principal amount of $129,600, which includes an aggregate $21,600 original issue discount in respect of the 2024 First Notes. The net proceeds for the sale of the 2024 First Notes was approximately $108,000, after deducting issuance discounts. The Eighth Closing of the sale of the 2024 First Notes under the SPA occurred on September 20, 2024. As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 21, 2024, the Company entered into a Securities Purchase Agreement, dated May 15, 2024, with certain institutional and accredited individual investors who have previously purchased secured promissory notes from the Company, providing for the issuance and sale by the Company to the investors certain Secured Promissory Notes convertible into shares of common stock, par value $0.001 per share. The initial closing of the Convertible Notes Offering occurred on May 15, 2024. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at: https://tinyurl.com/3ewyd486 About Arch Therapeutics Inc. Framingham, Mass.-based Arch Therapeutics, Inc. is a biotechnology company focused on developing and marketing products based on its innovative AC5 self-assembling technology platform. Los Angeles, Calif.-based Weinberg & Company, P.A., the company's auditor since 2024, issued a "going concern" qualification in its report dated February 14, 2024. The report indicated that during the year ended September 30, 2023, the company incurred a net loss and utilized cash flows in operations, with recurring losses since inception. These conditions raise substantial doubt about the company's ability to continue as a going concern. For the year ended September 30, 2023, Arch Therapeutics recorded a net loss of $6,982,836. As of June 30, 2024, the company had $1,397,644 in total assets, $13,958,210 in total current liabilities, and $12,560,566 in total stockholders' deficit. ARCON CONSTRUCTION: Taps Law Offices of Eric J. Gravel as Counsel ----------------------------------------------------------------- Arcon Construction Corporation seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ the Law Offices of Eric J. Gravel as counsel. The firm's services include: a) preparation and filing of its schedules, statement of financial affairs and related documents occasioned by the filing of a Chapter11 case; b) appearance with the debtor at the first meeting of creditors; c) preparation of such orders as may be required, including motions to employ professionals, motions to avoid preferences, motions to sell real property, motions to assume or reject executory contracts, motions to avoid liens and motions to compel turnover of property; and d) preparation of a plan of reorganization and appearance at proceedings related to the confirmation of a plan of reorganization. The firm will charge $450 per hour for its services. The firm received an initial retainer in the amount of $16,000, plus $1,738 for the court filing fee. Eric J. Gravel, Esq., the attorney to perform the services, assured the court that he is a "disinterested person" within the meaning of 11 U.S.C.101(14). The counsel can be reached through: Eric J. Gravel, Esq. Law Offices of Eric J. Gravel 1390 Market St, Suite 200 San Francisco, CA 94102 Phone: (650) 931-6000 Email: ejgravel@gmail.com About Arcon Construction Arcon Construction Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-30679) on Sept. 13, 2024. In the petition signed by Andrey Libov, chief operating officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. The Law Offices of Eric J. Gravel represents the Debtor as legal counsel. ASHFORD HOSPITALITY: Plans Stock Split to Regain NYSE Compliance ---------------------------------------------------------------- Ashford Hospitality Trust, Inc. announced that it was notified by the New York Stock Exchange on September 23, 2024 that it is not in compliance with Section 802.01C of the NYSE's Listed Company Manual, which requires listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading day period. The Company plans to notify the NYSE that it intends to execute a 1-for-10 reverse stock split in order to regain compliance. The Company can regain compliance at any time within a six-month cure period following its receipt of the notice if, on the last trading day of any calendar month during such cure period, the Company has both: (i) a closing share price of at least $1.00 (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of the applicable calendar month. The Company believes the reverse stock split will benefit all shareholders by addressing several items impacting its common stock: * It will allow the Company's common stock to continue trading on the NYSE. * The Company anticipates that the reverse stock split will meaningfully increase the Company's market price per share above the $5 per share threshold required by many institutions to hold shares. * Some brokers limit the ability or increase the cost to margin a stock under $5 per share. By implementing a reverse stock split, the Company and its Board of Directors believes it can realize increased incremental demand for its common stock while also making the Company's shares more attractive to a broader range of potential long-term institutional investors, individual investors, and buy-side analysts. The Company's common stock will continue to be listed and traded on the NYSE during this period, subject to the Company's compliance with other NYSE continued listing standards. The Company's common stock will continue to trade under the symbol "AHT," but will have an added designation of ".BC" to indicate that the Company is not currently in compliance with NYSE continued listing standards. The notice does not affect the Company's ongoing business operations or its Securities and Exchange Commission reporting requirements, nor does it trigger a breach of the Company's material debt obligations. 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. About Ashford Hospitality Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. Ashford Hospitality Trust reported a net loss of $180.73 million for the year ended Dec. 31, 2023, compared to a net loss of $141.06 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $3.46 billion in total assets, $3.69 billion in total liabilities, $22.01 million in redeemable noncontrolling interests in operating partnership, $79.98 million in Series J Redeemable Preferred Stock, $0.01 par value (3,475,318 shares issued and outstanding at December 31, 2023), $4.78 million in Series K Redeemable Preferred Stock, $0.01 par value (194,193 shares issued and outstanding at December 31, 2023), and $331.04 million in total deficit. * * * Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. On March 1, 2024, the Company received notice that the hotel properties securing the KEYS Pool A and KEYS Pool B loans had been transferred to a court-appointed receiver. On March 6, 2024, the Company sold the Residence Inn Salt Lake City in Salt Lake City, Utah, for $19.2 million in cash. As reported by the TCR on April 22, the Company closed on the sale of the 390-room Hilton Boston Back Bay in Boston, Massachusetts, for $171 million. On April 29, it closed on the sale of the 85-room Hampton Inn in Lawrenceville, Georgia, for $8.1 million. On May 27, Ashford closed a $267 million refinancing of the mortgage loan for the 673-room Renaissance Hotel in Nashville, Tennessee, which had a final maturity date of March 2026. On June 14, the Company closed on the sale of the 90-room Courtyard located in Manchester, Connecticut, for $8 million. ASPIRE BAKERIES: S&P Affirms 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer-level rating on U.S.-based Aspire Bakeries Holdings LLC. S&P said, "Concurrently, we affirmed our 'B' issue-level rating on Aspire's now $1.234 billion first-lien credit facilities. Our recovery rating on this debt is '3', reflecting our expectation of meaningful recovery (50%-70%; rounded estimate 50%) in the event of a payment default. "The stable outlook reflects our expectation the company will sustain S&P Global Ratings-adjusted leverage below 7x and positive free operating cash flow (FOCF)." Aspire Bakeries' financial sponsor Lindsay Goldberg has agreed to sell the company to a Lindsay Goldberg-managed continuation vehicle (CV). Lindsay Goldberg and Aspire management will roll substantially all of their economic interest in the CV. New investors will invest in the CV and existing limited partners will have the opportunity to roll their investments or exit. To complete the transaction, Aspire plans to raise an incremental $608.5 million term loan B along with approximately $800 million of new cash and rolled equity. The incremental term loan B will be fungible with the company's existing $425 million term loan B. The company had relatively low leverage prior to this transaction, allowing it to increase debt within the bounds of the current rating. Following this transaction, Aspire's funded debt will increase to $1.032 billion from about $424 million. S&P said, "We estimate Aspire's S&P Global Ratings-adjusted pro forma leverage will increase meaningfully to about 6x, from 2.8x for the fiscal year ended July 27, 2024. Nonetheless, we expect Aspire's leverage will remain below our 7x downside trigger for the rating, albeit with a tighter cushion. We estimate EBITDA to interest coverage will decline to about 1.8x from 2.7x, a level we view as manageable." S&P forecasts Aspire will continue to improve EBITDA and cash flow generation. The company reported 5.1% sales growth for fiscal 2024 on low-single-digit percent volume growth and price increases. The company's retail channel experienced strong volume growth due to new business wins and expansion with existing customers. Aspire's food service business also experienced robust sales growth due to pricing actions to offset higher input costs and to lower trade spend. Sales in the company's largest segment, Strategic Partners, also increased due to pricing actions, partly offset by menu changes that caused lower volume with a large customer. Aspire recently secured new business, including a large contract with a leading strategic customer. The company will add capacity for this contract and gradually ramp up volume over the next three years. S&P said, "While we expect continued softness in away-from-home consumption due to constrained consumer budgets, slowing income growth, and declining excess savings, we believe Aspire will sustain top-line growth above the industry. We expect Aspire to grow over 4.5% in fiscal 2025 due to the ramp up of new business." S&P estimates Aspire's S&P Global Ratings-adjusted EBITDA increased about 55% for fiscal 2024 relative to fiscal 2023. The company's profitability improved due to price increases, favorable product mix, and stable ingredient, freight, and other costs. Aspire strategically shifted to higher-margin businesses, exited noncore categories, consolidated sub-scale facilities, and rationalized low-margin stock keeping units (SKUs). Despite significantly higher capex to support growth and restructuring actions, the company reported improved FOCF of about $50 million during fiscal 2024, compared to about $30 million in 2023. S&P expects Aspire to continue to improve EBITDA and FOCF generation due to its new business ramp up, pass-through pricing arrangements, proactive pricing actions to offset rising input costs, and more profitable manufacturing operations. S&P said, "While Lindsay Goldberg did not take a cash distribution as part of this transaction, we believe the company will maintain aggressive financial policies. We forecast that Aspire could deleverage to below 5x in fiscal 2026. However, its financial policies will likely prevent it from sustaining S&P Global Ratings-adjusted leverage at those levels for an extended time. We believe the risk of increasing leverage again is high because its financial sponsor may seek debt-funded dividends or expand the company through acquisitions." The baking industry is highly fragmented and continues to consolidate. Aspire and its financial sponsor may eventually use excess cash flow and debt capacity to support acquisitions into faster-growing segments and channels. The stable outlook reflects S&P's expectation that Aspire will sustain S&P Global Ratings-adjusted leverage below 7x and positive FOCF. S&P could lower the ratings on Aspire over the next 12 months if leverage sustains above 7x. S&P believes this could result from: -- The loss of key customers because of service issues, market share losses, or changing consumer preferences; -- A decline in foot traffic in the company's largest business segments because of a weak macroenvironment or a recession; and -- More aggressive financial policies such as a large, debt-financed acquisitions or shareholder dividends. While unlikely over the next 12 months, S&P could raise the ratings on Aspire if the company commits to and demonstrates more conservative financial policies that lead S&P to believe S&P Global Ratings-adjusted debt to EBITDA would sustain below 5x. This could result if the company: -- Develops a track record of not pursuing large debt-financed acquisitions or shareholder distributions; -- Sustains organic revenue growth; and -- Improves profitability such that it leads to higher EBITDA and FOCF generation. ATTLEBORO REALTY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Attleboro Realty LLC 527 Pleasant Street Attleboro, MA 02703 Chapter 11 Petition Date: October 15, 2024 Court: United States Bankruptcy Court District of Massachusetts Case No.: 24-12070 Debtor's Counsel: Alan L. Braunstein, Esq. RIEMER & BRAUNSTEIN LLP 100 Cambridge Street 22nd Floor Boston, MA 02114 Tel: (617) 523-9000 E-mail: abraunstein@riemerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Paul Simoes as authorized representative of the Debtor. 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/JGTWBMI/Attleboro_Realty_LLC__mabke-24-12070__0001.0.pdf?mcid=tGE4TAMA AXENTIA CARD: Court Stays MBFMCA, et al. Case --------------------------------------------- In the case captioned as MBFMCA, LLC, MIDWEST BUSINESS FUNDING, INC., SCOTT CALLAHAN, Plaintiffs, v. PAUL C MILLER, BRIAN M LEVINE, AXENTIA MCA SOLUTIONS, LLC, AXENTIA CARD SOLUTIONS, LLC, Defendants, JAMES MILLER, Relief Defendant, Case No. 1:23-cv-02162-JRS-KMB (S.D. Ind.), Magistrate Judge Kellie M. Barr of the United States District Court for the Southern District of Indiana granted Relief Defendant James Miller's Motion to Enforce Bankruptcy Stay. All claims in this action are stayed pending resolution of the bankruptcy proceedings. All other pending motions, deadlines, hearings, and conferences are vacated or denied without prejudice. In 2019, Defendant Paul Miller was operating a struggling merchant cash advance business called AxentAdvance Capital, LLC. In October 2019, Paul Miller, his business associate Defendant Brian Levine, and Plaintiff Scott Callahan formed a new company called Axent-Midwest Capital, LLC. In December 2019, Axent-Midwest acquired AxentAdvance's merchant cash advance portfolio for $4,700,000. That purchase price included (1) the assumption of debt to AxentAdvance for $1.5 million; (2) the assumption of debt to Paul Miller's brother (Relief Defendant James Miller) for $3,000,000; and (3) the assumption of debt to non-Party Elisse Porter for $200,000. The Amended Complaint alleges that Paul Miller and Brian Levine created Axent-Midwest in order to defraud Scott Callahan and other investors and that any supposedly legitimate purpose of the company was merely a pretext for unlawful fraudulent activity. The Amended Complaint further alleges that Paul Miller and Brian Levine intended to gain complete control of Axent-Midwest's operations in order to "hide that the investors whose funds Callahan was locating for Axent-Midwest were being used to pay off [Paul] Miller and James Miller's purported pre-existing debts and not to invest in new portfolios and for any other use that could generate profits for, or otherwise be for the benefit of, Axent-Midwest." Further, Paul Miller and Brian Levine allegedly misrepresented the value of AxentAdvance's MCA portfolio at the time Axent-Midwest was formed by failing to disclose that this portfolio "consisted largely of assets that were in default or were otherwise uncollectable, thereby depleting any funds that could have been used to advance funds to clients and customers" to generate profits. According to the Amended Complaint, at the time of sale, "AxentAdvance was accumulating debt that far exceeded its profits." Based on these allegations, Plaintiffs Scott Callahan, MBFMCA, LLC and Midwest Business Funding, Inc. bring claims against Defendants Paul Miller, Brian Levine, Axentia Card Solutions, and Axentia MCA for breach of contract, unjust enrichment, fraud, and breach of fiduciary duty. They seek damages in excess of $4,000,000 in Count I (Breach of Contract: Axent-Midwest Operating Agreement) and Count III (Unjust Enrichment: Axent-Midwest Operating Agreement). They seek damages in excess of $180,000 in Count II (Breach of Contract: TC&J Asset Management Operating Agreement) and Count IV (Unjust Enrichment: TC&J Asset Management Operating Agreement). The Amended Complaint does not specify the damages sought in the remaining Count V (Fraud in the Inducement) or Count VI (Breach of Fiduciary Duty). On June 5, 2024, Relief Defendant Paul Miller filed three involuntary bankruptcy petitions in the United States Bankruptcy Court for the District of Kansas. One petition involves Defendant Axentia Card Solutions. The other petitions involve non-party Axent-Midwest and non-party AxentAdvance. On August 22, 2024, the Kansas Bankruptcy Court converted the involuntary bankruptcy petition against Axentia Card Solutions to a Chapter 11 proceeding. James Miller argues that the involuntary petition against Axentia Card Solutions automatically stays all claims against Axentia Card Solutions in this lawsuit. In their response brief, the Plaintiffs' sole argument in opposition is that the automatic stay has not yet gone into effect because Axentia Card Solutions has filed a Motion to Dismiss the involuntary bankruptcy petition in the Kansas Bankruptcy Court. However, as James Miller points out in his reply brief, the Kansas Bankruptcy Court has since denied Axentia Card Solution's Motion to Dismiss and converted the bankruptcy petition to a Chapter 11 proceeding. Given these circumstances, the automatic bankruptcy stay set forth in 11 U.S.C. Sec. 362(a) clearly applies to Axentia Card Solutions, and the Motion to Enforce the Automatic Stay with regard to Axentia Card Solutions is granted. The more challenging question is whether the involuntary bankruptcy petition filed against Axent-Midwest automatically stays the claims against Defendants Paul Miller, Brian Levine, and Axentia MCA. James Miller argues that while Axent-Midwest is not a party to this lawsuit, it is nevertheless the "real party in interest" because the Amended Complaint alleges that AxentMidwest's assets were unlawfully diverted by Paul Miller and Brian Levine. The crux of James Miller's argument is that all of Axent-Midwest's creditors—including himself, the Plaintiffs, and others—should attempt to claw back assets the Defendants unlawfully diverted from Axent-Midwest via the proceedings in the Kansas Bankruptcy Court and that it would be improper and unfair for the Plaintiffs to use this lawsuit to skip the line and cut off the other creditors from recoverable assets belonging to the Axent-Midwest bankruptcy estate. The Court agrees with James Miller that Axent-Midwest is the "real party in interest" in this litigation. The Court is also not persuaded by the Plaintiffs' argument that James Miller seeks to enforce the bankruptcy stay in bad faith. The bankruptcy stay is meant to protect the interests of all creditors, and the Court is concerned that allowing the Plaintiffs to recover assets that Paul Miller and Brian Levine allegedly siphoned from AxentMidwest will leave those creditors with nothing. Given the legitimate interests of these other creditors, the Court will not entertain the Plaintiff's request to vacate the automatic bankruptcy stay based solely on the subjective motivations of James Miller, whatever those motivations may be. A copy of the Court's decision is available at https://urlcurt.com/u?l=rGMe6V About Axentia Card Solutions LLC An involuntary petition was filed against Axentia Card Solutions LLC (Bankr. D. Ks. Case No. 24-20686) on June 5, 2024. Evans & Mullinix, P.A. represents the Debtor as counsel. On August 22, 2024, the Court converted the case to a Chapter 11 proceeding. BASIC FOOD: Loses Bid for JNOV and New Trial in Ahne, et al. Suit ----------------------------------------------------------------- In the adversary proceeding captioned as Jae Ho Lee, Soyoun Park and Basic Food Groups, LLC, Plaintiffs, – v – Ahne Law, P.C., Samuel Ahne, and Cheol Min Kim, Defendants, Adv. Pro. No. 15-01119 (JPM) (Bankr. S.D.N.Y.), the Honorable John P. Mastando III of the United States Bankruptcy Court for the Southern District of New York denied the Plaintiffs' Motion for Judgment as a Matter of Law after Trial (JNOV) and/or New Trial Under Federal Rules 50(a) & 59. The Debtor was originally owned by Mr. Kim, who operated the Debtor as a deli and cafe business in midtown Manhattan. Mr. Kim owned a similar business in Hoboken, New Jersey. After operating the Debtor for roughly two-and-a-half years -- from 2009 to 2012 -- Mr. Kim decided to sell the Debtor, ostensibly to dedicate more time towards his Hoboken business. Mr. Kim began searching for a buyer for the Debtor in the fall of 2012. Mr. Lee, a years-long friend of Mr. Kim, agreed to purchase the Debtor sometime in late 2012, and the parties closed the deal that December. The sale was financed primarily by a loan from Noah Bank and facilitated by loan documents prepared by Samuel Ahne, Mr. Lee's former attorney. Following the closing, the Debtor's business performed poorly. Three years after the sale, Mr. Lee and the Debtor defaulted on the Noah Bank loan, and the Debtor thereafter filed a voluntary petition for chapter 11 relief on April 10, 2015. The Court presided over a jury trial on Plaintiffs' malpractice claim against Defendants beginning on May 21, 2024, and ending on May 24, 2024. The jury returned a verdict for Defendants, finding that Mr. Ahne "exercise[d] that degree of care, skill and diligence commonly exercised by a member of the legal profession [] with respect to his drafting of the Buyback Agreement in December of 2012[.]" The Court and the Clerk of Court thereafter entered judgment in favor of Defendants and authorized their recovery of costs. Plaintiffs filed the instant Motion on June 13, 2024. The Motion argues that the Court should grant judgment as a matter of law (JNOV) and/or new trial on damages following the jury verdict rendered against Plaintiffs on Friday, May 24, 2024. The Defendants argue generally that the Court should deny each of Plaintiffs' motions in their entirety and affirm the jury's verdict in their favor. The Court finds that: (i) Plaintiffs' Motion pursuant to Rule 50 of the Federal Rules of Civil Procedure is procedurally barred; (ii) even if it were timely, Plaintiffs' request for relief under Rule 50 of the Federal Rules of Civil Procedure could not be granted, and (iii) Plaintiffs have not demonstrated their entitlement to a new trial under Rule 59 of the Federal Rules of Civil Procedure. Accordingly, the Motion is denied. A copy of the Court's decision is available at https://urlcurt.com/u?l=9uEH48 Counsel for Jae Ho Lee, Soyoun Park and Basic Food Groups, LLC: Michael S. Kimm, Esq. KIMM LAW FIRM 333 Sylvan Avenue, Suite 106 Englewood Cliffs, NJ 07632 Counsel for Ahne Law, P.C., Samuel Ahne, and Cheol Min Kim: Robert J. Basil, Esq. David A. Cohen, Esq. THE BASIL LAW GROUP, P.C. 125 West 31st Street Suite 19-B New York, NY 10001 E-mail: robertjbasil@rjbasil.com About Basic Food Basic Food Group, LLC, dba Zeytinz, is a deli/cafe headquartered in New York, New York. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-10892) on April 10, 2015, listing $3.29 million in total assets and $1.5 million in total liabilities. The petition was signed by Jaeho Lee, president. Judge James L. Garrity Jr. presides over the case. Rosemarie E. Matera, Esq., at Kurtzman Matera, PC, serves as the Debtor's bankruptcy counsel. BEAU HARVEY: Involuntary Chapter 7 Petition v. Rillema Tossed ------------------------------------------------------------- Judge Mary Ann Whipple of the United States Bankruptcy Court for the Northern District of Ohio dismissed Beauregard Maximillion Harvey's involuntary Chapter 7 petition against Kurt A. Rillema. Rillema's motion to hold Harvey in contempt of court is granted. On July 31. 2023, one petitioning creditor, Beau Harvey, filed an involuntary Chapter 7 petition against Kurt A. Rillema under Sec. 303 of the Bankruptcy Code, 11 U.S.C. Sec. 303 Harvey, a former attorney, is representing himself in bringing and prosecuting the Involuntary Petition. Rillema, who is represented by counsel, responded to the Involuntary Petition by filing a motion to dismiss for failure to state a claim under Rule 12(b)(6) of the Federal Rules of Civil Procedure. The court denied Rillema's motion to dismiss on March 25, 2024, and set a deadline of April 10, 2024, for Rillema to file his further response to the Involuntary Petition. Pursuant to Bankruptcy Rules 1018, 7033, 7034 and 7036, the familiar discovery rules of the Federal Rules of Civil Procedure apply in contested involuntary bankruptcy proceedings. On April 29, 2024, Rillema served interrogatories, requests for production of documents and requests for admission on Harvey in accordance with those discovery rules. The interrogatories and requests for production were also filed with the court on April 29, 2024. By rule, responses were due to Rillema's counsel within 30 days after service, plus three days for mailing continued to the next day that is not a Saturday or Sunday, or by June 3, 2024. No responses were forthcoming from Harvey. Nor does the docket show any motion for an extension of time to respond. Counsel for Rillema filed on July 12, 2024, a motion to compel discovery responses from Harvey. The motion was brought under Rule 37(a)(3)(B)(iii), (iv). By Local Rule, 9013-1, Bankruptcy Rule 9006(f) and the required notice of motion and opportunity to respond, Harvey's deadline for response to the motion to compel was July 29, 2024. Harvey did not respond to the motion to compel discovery. Nor does the docket show any request for an extension of time to do so. Meanwhile, Harvey nevertheless found time to file on July 25, 2024, a frivolous jury demand, which was stricken by the court on motion of the Alleged Debtor, and on April 24, 2024, a baseless motion to appoint an interim trustee, which was denied. Also, during the discovery period, representing himself Harvey commenced on May 23, 2024, his own individual SubChapter V Chapter 11 case in this court, Case No. 24-30967. Of significance to the Motion, Harvey's own Chapter 11 Schedule A/B: Property under the category of "Money or property owed to you?" did not list any debts owed to him by Rillema. His own schedules were also signed under penalties of perjury. The Court notes Harvey has only filed one pleading: the Involuntary Petition. Striking it as a sanction leads to the same place: dismissal. There is only one claim, seeking an order for relief against Rillema under Chapter 7. Prohibiting Harvey from supporting it leads to the same place: dismissal. According to the Court, prohibiting Harvey from introducing evidence about, for example, the two specific debts he claims in the Involuntary Petition (but not in his own bankruptcy case) that he is owed by Rillema and that they are not in bona fide dispute leads to the same place: dismissal. The Court says there is nothing in the record to suggest that staying further proceedings to give Harvey essentially another deadline will produce compliance. Nor would doing so be fair to Rillema or the court. The Motion asks the Court to dismiss Harvey's Involuntary Petition with prejudice as a sanction for not obeying the Court's discovery order and to order him to pay the expenses caused by his failure to comply with it. The basis for the relief requested is Rule 37(b)(2)(A), (C). The Court will grant the Motion and dismiss the Involuntary Petition under Rule 37(b)(2)(A) because of Harvey's failure to obey the court's discovery order. As for finding Harvey in contempt of court for his failure to comply with the court's discovery order, Fed. R. Civ. P. 37(b)(2)(A)(vii), the sanction of imposing a daily fine until Harvey complies with the court's order would be illusory. The Court dismissed his own recent Chapter 11 bankruptcy filing when he failed to pay the filing fee. Similarly, Harvey's appeal of the order dismissing his Chapter 11 case was dismissed when he failed to pay the filing fee for the appeal. In considering what is a 'just order' for Harvey's failure to obey the court's discovery order, Judge Whipple finds that there is no meaningful lesser sanction to dismissal of the Involuntary Petition that would serve to secure compliance in a reasonable time, penalize Harvey's contumacious and willful inaction to date, ameliorate the ongoing prejudice to Rillema and provide deterrence against future similar behavior. A copy of the Court's decision is available at https://urlcurt.com/u?l=cxx7jd Beauregard Maximillion Harvey filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 24-30967) on May 23, 2024, listing under $1 million in both assets and liabilities. The Court dismissed the case after the Debtor failed to pay the filing fee. BERNARD TEW: Court Narrows Claims in MCML Suit ---------------------------------------------- In the case captioned as BERNARD TEW, et al., Plaintiffs, v. MCML LTD., Defendant, Civil No. 5:23-cv-00345-GFVT (E.D. Ky.), Judge Gregory F. Van Tatenhove of the United States District Court for the Eastern District of Kentucky granted in part and in denied part MCML's motion to dismiss the complaint. Plaintiff Bernard Tew is a resident of Kentucky and the trustee of Plaintiff Bluegrass Retirement Group Trust (a pension plan). Beginning in 2012, Tew contracted with Defendant MCML (f/k/a ED&F) to conduct "dividend arbitrage trading" in Europe on the Plaintiffs' behalf. Tew also hired Arunvill Capital UK to manage his investments; he generally communicated with ED&F (a London firm) through Arunvill. Between 2012 and 2015, ED&F allegedly embezzled over $70 million from Bluegrass Trust through a fraudulent tax practice known as "cum-ex" trading. In particular, Plaintiffs state that ED&F used Bluegrass "as a conduit to conduct fraudulent transactions." Those transactions worked like this: ED&F used a third-party broker to conduct "circular" trades. Specifically, "Bluegrass Trust purportedly purchased shares prior to the date a dividend would be issued from an ED&F affiliate that did not have the shares and only obtained them by buying the shares from the Bluegrass Trust (through ED&F) following the dividend date at a lower price." "In effect, neither ED&F nor Bluegrass Trust had the shares on the date the dividend was issued, and thus they were ineligible to receive refunds for withholding taxes." Nonetheless, ED&F allegedly filed fraudulent tax vouchers with foreign governments on Plaintiffs' behalf. In 2018, the Danish tax authority (SKAT) began to crack down on "cum-ex" trading. SKAT sued Tew and Bluegrass for $39 million in a multidistrict litigation (MDL) action involving myriad other pension plans. Then, "following the filing of the SKAT Actions, several of Tew's clients who had invested retirement funds in pension plans he managed sued Tew to recover their investments of more than $4.5 million, which Plaintiffs later discovered ED&F had stolen." Ultimately, Tew "was forced to defend 30 actions against him and the pension plans he managed in both the U.S. and Europe." These suits "severely damaged Tew's reputation as a retirement fund manager, and thus made it extremely difficult for him to generate income." "Unable to pay his attorneys' fees," Tew filed for Chapter 11 bankruptcy in 2020. In the intervening years, the magnitude of ED&F's fraud was revealed: apparently, ED&F had used almost 300 United States pension plans to conduct its fraudulent tax scheme. Mr. Tew and Bluegrass filed the instant Complaint against ED&F in December 2023. Now, ED&F moves to dismiss for, inter alia, want of jurisdiction and failure to state a claim. The Court ordered as follows: 1. Defendant's Motion to Dismiss is granted in part and denied in part; 2. Plaintiffs' RICO claims are dismissed; 3. Plaintiffs' Claims for fraud and negligent misrepresentation are dismissed to the extent they arise out of ED&F's conduct prior to December 28, 2013; 4. Plaintiffs' breach of contract claims are dismissed; 5. Plaintiffs' unjust enrichment claims are dismissed; 6. The Bluegrass Trust's equitable indemnity claim is dismissed; and 7. Bernard Tew (in his capacity as trustee) is hereby substituted for Bluegrass Trust as a Plaintiff in this matter. A copy of the Court's decision is available at https://urlcurt.com/u?l=zqxd8F Bernard V. Tew and Andrea B. Tew filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 20-51078) on July 23, 2020, listing under $1 million in both assets and liabilities. The Debtor is represented by Dean Langdon, Esq., at DelCotto Law Group PLLC. BHAVI HOSPITALITY: Gets OK to Use Cash Collateral Until Nov. 13 --------------------------------------------------------------- Bhavi Hospitality, LLC received interim approval from the U.S. Bankruptcy Court for the Northern District of Texas to use the cash collateral of its secured lenders until Nov. 13. The secured lenders include Louisiana National Bank, CFG Merchant Solutions, LLC and the U.S. Small Business Administration. Bhavi Hospitality will use the cash collateral in the amounts set forth in its two-week budget, plus 15% per line item and 15% overall. The total projected budgeted expenditures for the two-week period amount to approximately $70,000. The budget includes payment of the City of Forney's hotel occupancy taxes at the rate of 7% of revenue and payment of franchise fees to Holiday Hospitality Franchising, LLC. To protect lenders, the court granted them replacement liens on all post-petition property of the company. In addition, Louisiana National Bank will receive adequate protection payments of $52,116 monthly. The next hearing is scheduled for Nov. 13. Objections are due by Nov. 6. About Bhavi Hospitality Bhavi Hospitality LLC, doing business as Holiday Inn Express Forney, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30972) on April 1, 2024, with $1 million to $10 million in both assets and liabilities. Mehul Gajera, manager, signed the petition. Judge Scott W. Everett presides over the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is the Debtor's bankruptcy counsel. BIOLASE INC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Biolase, Inc. and its affiliates. The committee members are: 1. Ultradent Products, Inc. Attn: Ken Bruch 505 West Ultradent Drive South Jordan, UT 84095 Phone: 801-553-4336 Email: Kenneth.Bruch@ultradent.com 2. Vantron Technology Inc. Attn: Easen Ho 48434 Milmont Drive Fremont, CA 94538 Phone: 650-285-2854 Email: Easen.Ho@vantrontech.us 3. Axian Technology, Inc. Attn: Daniel Sahhar 18000 N. Black Canyon Hwy. Phoenix, AZ 85053 Phone: 602-391-7169 Email: Daniel@axiantech.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Biolase Inc. Biolase, Inc., a company in Foothill Ranch, Calif., and its affiliates manufacture and market dental laser systems. The Debtors' proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. Biolase and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-12245) on Oct. 1, 2024. John Beaver, president and chief executive officer, signed the petitions. The Debtors reported total assets of $30,641,000 and total liabilities of $32,767,000 as of June 30, 2024. Judge Karen B. Owens oversees the cases. The Debtors tapped Potter Anderson & Corroon, LLP and Pillsbury Winthrop Shaw Pittman, LLP as legal counsel; SSG Capital Advisors as investment banker; and B. Riley Financial, Inc. as financial advisor. Epiq Corporate Restructuring, LLC is the Debtors' administrative advisor and claims and noticing agent. BOY SCOUTS: Chase Ranch Loses Bid to Nix or Sever Ponil Ranch Suit ------------------------------------------------------------------ Judge Margaret Strickland of the United States District Court for the District of New Mexico denied The Chase Ranch Foundation's Motion to Dismiss or Sever the case captioned as PONIL RANCH, L.P., Plaintiff, v. BOY SCOUTS OF AMERICA and THE CHASE RANCH FOUNDATION, Defendants, Case No. 1:23-cv-00743-MIS-KK (D.N.M.). Plaintiff owns the Ponil Ranch located in Colfax County, New Mexico. The Ponil Ranch consists of several stretches of mountainous, rough terrain and steep, deep canyons which effectively divide the Ponil Ranch into three roughly diagonal areas running along topographical lines. The Ponil Ranch is a fenced property that can only be accessed through gates. The Ponil Ranch is landlocked, surrounded on all sides by other privately-owned properties and the Carson National Forest; it cannot be directly accessed by public roads. The Ponil Ranch is bordered on the west and southwest by the Philmont Scout Ranch, which is owned by the Boy Scouts, and on the southeast by the Chase Ranch, which is owned by Chase Ranch and managed by the Boy Scouts. The westernmost access point to the Ponil Ranch is via an access road known locally as "6-Mile Road," which is a dirt road that branches off Highway 204 and continues over the Philmont Ranch. The owners of the Ponil Ranch property have used 6-Mile Road to access the property since at least 1930 for ranching, grazing, hunting, and to perform annual repairs and maintenance on the property, including drilling water wells, hauling supplies, and building and maintaining the roads, fences, and other structures within the Ponil Ranch. The 6-Mile Road is the least hazardous and most commonly used access route to the Ponil Ranch, but because of the Ponil Ranch's terrain, 6-Mile Road does not provide practical or passable access to all regions of the Ponil Ranch at all times. The southernmost access to the Ponil Ranch is an access road known locally as the "Chase Canyon Road," which branches off Highway 204 and continues over the Chase Ranch The Chase Canyon Road has been used for decades by owners of the Ponil Ranch property to access the property for, inter alia, hunting, cattle ranching, repairs, and maintenance. Chase Canyon Road provides the best access to the parts of the Ponil Ranch that cannot be practically or reliably accessed from other parts of the Ponil Ranch due to the terrain, seasonal flooding, washed out roads, and heavy snowfall. The Chase Ranch and the Boy Scouts have, on occasion, attempted to block or have temporarily blocked Plaintiff's use of the Chase Canyon Road by use of locks and other hostile acts, including cutting off Plaintiff's locks. On October 19, 2021, Plaintiff filed the instant lawsuit as a Chapter 11 adversary proceeding in the United States Bankruptcy Court for the District of Delaware against the Boy Scouts only. The original Complaint sought a declaratory judgment that Plaintiff holds a valid easement by prescription or easement by necessity over the Philmont Ranch. On September 1, 2023, the case was transferred to the United States District Court for the District of New Mexico pursuant to an agreed order. On September 11, 2023, Plaintiff filed a First Amended Complaint against the Boy Scouts and Chase Ranch. On July 17, 2024, Plaintiff filed the operative Third Amended Complaint for Declaratory Judgment, Quiet Title to Easements, Breach of License, Trespass, Interference with Easements, and Injunctive Relief. Count One seeks a declaratory judgment regarding Plaintiff's right to access the Ponil Ranch over the Philmont Ranch (via 6-Mile Road) and Plaintiff's right to access the Ponil Ranch over the Chase Ranch (via the Chase Canyon Road). Count Two of the Third Amended Complaint asserts a claim for Quiet Title to Easements, alleging that Plaintiff has express easements, easements by reference, implied easements, prescriptive easements, easements by necessity, and/or easements by estoppel over the Philmont Ranch (via 6-Mile Road) and the Chase Ranch (via the Chase Canyon Road). On August 19, 2024, Chase Ranch filed the instant Motion to Dismiss or Sever. Chase Ranch argues that the Court should either dismiss Chase Ranch or sever the claims against it because the claims against each defendant do not arise out of the same transaction or occurrence and no common question of law or fact links the defendants. It says that granting the Motion will prevent prejudice and promote judicial efficiency. Plaintiff argues that joinder was proper because both preconditions of Rule 20(a)(2) are satisfied. Among other things, it argues that the claims are all so intertwined that it would cause severe prejudice to sever either Defendant and require Ponil to proceed with two actions involving the same underlying facts and the same legal questions; and that Count Two alleges six alternative theories of easements, all of which share common facts and apply to both 6-Mile Road and Chase Canyon Road. The Plaintiff recites several facts common to its claims against both Defendants. In its Reply, Chase Ranch maintains that severance is proper because the case involves "unrelated easements on different properties with different owners." It argues that joinder is improper because, among other things, Plaintiff's claims against Chase Ranch are not contingent on any facts asserted against the Boy Scouts and there are crucial factual differences underlying Plaintiff's claims for easements against each Defendant. It also argues that the Motion was timely filed. Finally, it argues that severance or dismissal without prejudice would promote efficiency for the parties and the Court and avoid prejudice to Chase Ranch. On the merits, the Court finds that Chase Ranch was not misjoined. First, the Court finds that the right to relief asserted against Chase Ranch and the Boy Scouts in Counts One and Two—i.e., whether Plaintiff has easements over Defendants respective properties—arises out of the same series of transactions and occurrences. Second, the Court finds that questions of law and fact common to both Defendants will arise in the action. These common questions of law and fact are sufficient to satisfy the second precondition of Rule 20(a)(2), the Court concludes. Chase Ranch has also failed to persuade the Court that requiring it to proceed in this action will result in any prejudice to Chase Ranch, or that severing this action will promote efficiency for the parties and the Court. Indeed, the Court finds that severing this action will have the opposite effect. Finally, the Court finds that a jury is not likely to confuse the issues, and any potential confusion can be cured by a limiting instruction. A copy of the Court's decision is available at https://urlcurt.com/u?l=N8ENdu About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. The Debtors obtained confirmation of their Third Modified Fifth Amended Chapter 11 Plan of Reorganization (with Technical Modifications) on September 8, 2022. The Order was affirmed on March 28, 2023. The Plan was declared effective on April 19, 2023. The Hon. Barbara J. House (Ret.) has been appointed as trustee of the BSA Settlement Trust. BRIDGER STEEL: Court Denies LCF's Motion to Compel Arbitration -------------------------------------------------------------- In the case captioned as RICHARD J. SAMSON, AS CHAPTER 7 TRUSTEE FOR THE BANKRUPTCY ESTATE OF BRIDGER STEEL, INC., Plaintiff, v. THE LCF GROUP, INC., Defendant, Adv. No. 2:24-ap-2003-BPH (D. Mont.) Judge Benjamin P. Hursh of the United States Bankruptcy Court for the District of Montana denied the motion filed by The LCF Group, Inc. f/k/a Last Chance Funding, Inc. to compel arbitration of some or all the causes of action asserted by the Chapter 7 Trustee in the complaint. The Debtor filed its petition under chapter 11 of the Bankruptcy Code. Defendant received notice of the case filing and filed a proof of claim in the approximate amount of $549,000. Defendant's Claim included a copy of the underlying Contract between Debtor and Defendant. It included the following clause: "Arbitration. Notwithstanding the foregoing, any dispute, claim or controversy arising out of or relating to this agreement, the security agreement or the guaranty(s) herein, or the breach of any of the said agreement, security agreement or the guaranty(s) shall be, at the election of either party, settled by arbitration administered by Mediation and Civil Arbitration, Inc. d/b/a RapidRuling (www.rapidruling.com) in accordance with its Commercial Arbitration Rules effective at the time a claim is made, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof." To date, approximately 250 claims have been filed in the Case. The case was converted to one under chapter 7 and a trustee was appointed. Following conversion, the Trustee reviewed the claims register and commenced this adversary proceeding. The Complaint in this proceeding constitutes an objection to the Claim and generally seeks: (a) disallowance of the Claim; (b) avoidance of Defendant's lien and recovery of alleged preferential payments; (c) a declaratory ruling that the transaction was a loan with a usurious interest rate and imposition of Montana's statutory penalty for violating its usury statute; and, (d) other relief including pre- and post-judgment interest and attorneys' fees. Defendant responded to the Complaint with a Motion to Compel Arbitration. Trustee filed a Response on June 5, 2024. A hearing on the Motion was held on July 1, 2024. The Complaint includes five counts: (1) Declaratory Judgment – Choice of Law (Montana); (2) Declaratory Judgment – Contract is a Loan Transaction; (3) Avoidance and Recovery of Preferential Transfers; (4) Usury; and (5) Disallowance of Proof of Claim. The Complaint alleges that, although the Contract attached to the Claim identifies the transaction as a "Merchant Agreement," in substance it is a loan under Montana law. This overarching theory forms the basis of the Trustee's objection to the Claim. The Motion argues Trustee must arbitrate some—or possibly all—of the issues raised in the Complaint. First, Defendant contends the Trustee is bound by the same terms under the Contract as Debtor and seeks to compel arbitration of what it characterizes as Trustee's noncore claims arising out of the Contract pursuant to the Federal Arbitration Action. Further, in the interest of judicial economy, it urges the Court to either stay resolution of the core claims (Preferential Transfer and Disallowance) pending completion of the arbitration or compel arbitration of all claims. Trustee contends that the preferential transfer claim is non-arbitrable because Trustee is bringing it on behalf of creditors, not Debtor, and the creditors did not sign the Contract. Further, Trustee contends that counts 1, 2, and 4 are components of the claim objection; which, if successful, will eliminate one creditor's right to share in any distributions by the estate, and result in a greater recovery for the remaining creditors. As a result, Trustee asserts that the Court should exercise its discretion and deny the Motion because arbitration conflicts with the underlying purposes of the Code. Judge Hursh concludes that this Court's analysis could have stopped when it concluded the Trustee was not bound by the prepetition arbitration agreement Defendant and Debtor entered. However, considering the briefing and arguments presented by the parties, the Court has endeavored to address the other issues. Despite Defendant's arguments, all the issues framed in the Complaint are core. Additionally, having considered the history and purpose of the FAA along with the Code's text, arbitration represents a piecemeal individualized alternative to the collective claims allowance process favored by the Code. Enforcing arbitration in this case would jeopardize an otherwise efficient and inexpensive claims adjudication process that suits the needs of this case and the parties. A copy of the Court's decision is available at https://urlcurt.com/u?l=ZZ7Rab About Bridger Steel Bridger Steel Inc. -- https://www.bridgersteel.com/about/bridger-steel -- is a manufacturer of metal panel systems for roofing, siding & wall, interior, and fencing applications. Bridger Steel Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mon. Case No. 23-20019) on February 25, 2023. In the petition filed by Dennis L. Johnson, as president, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Benjamin P. Hursh oversees the case. The Debtor is represented by James A. Patten, Esq. at PATTEN PETERMAN BEKKEDAHL & GREEN. The case was converted to one under chapter 7 in June 2023. Richard J. Sampson is the chapter 7 trustee. BROWN GENERAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Brown General Contractors LLC 255 New Coleman Ln Georgetown, KY 40324-6539 Business Description: The Debtor is the owner of real property located at 255 Coleman Ln, Gerogetown Ky valued at $959,000. Chapter 11 Petition Date: October 15, 2024 Court: United States Bankruptcy Court Eastern District of Kentucky Case No.: 24-51313 Debtor's Counsel: Michael B. Baker, Esq. THE BAKER FIRM, PLLC 301 W. Pike St. Covington, KY 41011 Tel: (859) 647-7777 Fax: (859) 657-7124 Email: mbaker@bakerlawky.com Total Assets: $1,879,668 Total Liabilities: $2,628,660 The petition was signed by Ryan Brown as member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6GNUMCQ/Brown_General_Contractors_LLC__kyebke-24-51313__0001.0.pdf?mcid=tGE4TAMA BURGERFI INT'L: Gets Court Approval for DIP Funding --------------------------------------------------- Hilary Russ of Law360 Bankruptcy Authority reports that bankrupt burger and pizza restaurant operator BurgerFi Inc. can push forward with an asset sale and its debtor-in-possession financing package after wrestling with language to resolve objections, particularly from a group of fruit and vegetable distributors. About BurgerFi Int'l BurgerFi International, Inc. (NASDAQ:BFI) is a multi-brand restaurant company that develops, markets, and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. BurgerFi International, Inc. is the owner and franchisor of two brands with a combined 144 locations: (i) Anthony's, a premium pizza and wing brand with 51 restaurants (50 corporate-owned casual restaurant locations and one dual brand franchise location), as of Sept. 10, 2024, and (ii) BurgerFi, among the nation's fast-casual better burger concepts with 93 BurgerFi restaurants (76 franchised and 17 corporate-owned) as of Sept. 10, 2024. BurgerFi International, Inc. and 114 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on Sept. 11, 2024 (Bankr. D. Del. Lead Case No. 24-12017). The cases are pending before the Honorable Judge Craig T Goldblatt. Raines Feldman Littrell LLP serves as the Debtors' counsel. Force Ten Partners' Jeremy Rosenthal serves as the Company's Chief Restructuring Officer. Sitrick And Company serves as strategic communications advisor to the Company. Stretto is the claims agent. BW GAS: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on BW Gas and Convenience Holdings LLC (BW Gas). S&P said, "The stable outlook reflects our expectation that BW Gas will continue to generate consistent EBITDA growth and operating cash through higher fuel and merchandise sales, while investing in its store base such that S&P Global Ratings-adjusted leverage remains around 7x (below 6x excluding preferred stock) over the next 12 months. "We corrected an error in our adjusted debt calculation of BW Gas. We now include preferred stock issued by BW Gas' ultimate parent company in our adjusted debt calculation. Due to an error, we previously did not include this instrument in our calculation. The preferred instrument contains features, including rate step-ups and redemption rights, that cause us to view it as a debt-like obligation in accordance with our hybrid capital criteria. The correction adds about 1.2x to our calculation of adjusted debt to EBITDA for BW Gas, resulting in leverage of 7.1x for the trailing 12 months ended June 30, 2024. While S&P Global Ratings-adjusted leverage including preferred stock is elevated, BW Gas' consistent operating performance, sufficient interest coverage, and our forecast for improvements in cash generation support the current rating. "We expect BW Gas will continue to demonstrate operational stability and expand EBITDA through execution of its fuel, foodservice, and real estate strategy. BW Gas benefits from having many of its locations in rural areas that lack significant competition. The smaller independent operators it faces in many of its markets lack the scale to compete effectively on fuel prices and inside-store offerings. As a result, the company's fuel volumes have been roughly flat on a same-store basis this year; in contrast, rated industry peers have seen same-store volumes decline by low- to mid-single-digit percent due to macroeconomic pressures. Fuel margins have also remained solid through the first half of the year and remain above industry average levels. Furthermore, the company's enhancements to its foodservice program and ability to pass through price increases have enabled it to expand profit margins on nonfuel sales by roughly 150 bps year over year. BW Gas owns approximately 70% of its locations, providing it with operating cost benefits and flexibility. For these reasons, we apply a positive comparable ratings analysis modifier. "We forecast improving cash generation, but believe capital spending will remain elevated as the company invests in building its store fleet. The company generates positive operating cash flow, which it has supplemented with debt to fund its growth initiatives. Our base-case forecast projects capital expenditure (capex) of about $130 million this year, primarily funding new store openings as well as some raze and rebuilds. We forecast BW Gas's free operating cash flow (FOCF) deficit will narrow to $30 million-$40 million in fiscal 2024 from roughly $100 million in fiscal 2023. We expect FOCF will approach breakeven levels in fiscal 2025 from stable operating performance, contributions from new stores, and moderating capex. We believe the company would be able to generate substantive positive FOCF in the absence of growth capex. "The stable outlook reflects our expectation that BW Gas will continue to generate consistent EBITDA growth and operating cash through higher fuel and merchandise sales, while investing in its store base such that S&P Global Ratings-adjusted leverage remains around 7x (below 6x excluding preferred stock) over the next 12 months." S&P could lower its rating on BW Gas if: -- EBITDA growth and FOCF do not improve in line with S&P's expectations, possibly due to deteriorating macroeconomic conditions, intensifying competition, or execution issues; or -- Credit protection metrics weaken either due to performance challenges or financial policy decisions. Although unlikely over the next 12 months, S&P could raise its rating on BW Gas if: -- It grows its EBITDA base while expanding its operating scale and geographic footprint; -- The company demonstrates an ability to generate meaningfully positive FOCF; and -- S&P expects S&P Global Ratings-adjusted leverage will be sustained below 5x, likely requiring a less-aggressive financial policy. S&P said, "Environmental factors are a negative consideration in our credit rating analysis of BW Gas. The company has significant exposure to fuel sales, which account for most of its revenue. In our view, higher fuel-efficiency standards and the migration to alternative energy sources over the long term could lead to lower demand for gasoline. Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." CADUCEUS PHYSICIANS: Seeks to Hire Capata as Accountant ------------------------------------------------------- Caduceus Physicians Medical Group, a Professional Medical Corporation, dba Caduceus Medical Group seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Capata as accountant. The firm will provide these services: a. review of Debtors' prior year income tax returns, bankruptcy petition and schedules and documents, and the transactions attendant thereto; b. review and tax analysis of transactions, including capital gains calculations, consideration of tax attributes inherited from the Debtors and other considerations of the Estates' assets, to determine the appropriate (and most beneficial to the Estates) tax treatment; c. prepare federal and state income tax returns; d. communicate with taxing authorities; and e. perform any other financial analysis, investigation, general accounting services and address any other tax matters which may be required by the Debtors to properly administer the estate and maintain tax compliance. The firm will be paid at these rates: Partners $550 to 740 per hour Managers $300 to 450 per hour Staff $150 to 260 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Cloward, a partner at Capata, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin Cloward Capata 5000 Birch Street, Suite 4000 Newport Beach, CA 92660 Tel: (949) 539-0760 About Caduceus Caduceus Physicians Medical Group is a physician owned and managedmulti-specialty medical group with locations in Yorba Linda, Anaheim, Orange, Irvine, and Laguna Beach. It specializes in primary care, pediatrics, and urgent care. Caduceus Physicians Medical Group and Caduceus Medical Services, LLC filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 24-11946) on August 1, 2024. The petitions were signed by Howard Grobstein as chief restructuring officer. At the time of the filing, Caduceus Physicians reported $1 million to $10 million in both assets and liabilities while Caduceus Medical reported up to $50,000 in both assets and liabilities. Judge Theodor Albert presides over the cases. David A. Wood, Esq., at Marshack Hays Wood, LLP represents the Debtors as legal counsel. CALERA CORP: Chemetry Commences Subchapter V Bankruptcy Case ------------------------------------------------------------ Calera Corporation filed Chapter 11 protection in the Northern District of California. According to court filing, the Debtor reports $6,158,940 in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 5, 2024 at 11:30 a.m. via UST Teleconference, Call in number/URL: 1-877-991-8832 Passcode: 4101242. About Calera Corporation Calera Corporation, doing business as Chemetry, develops a cementitious material that provides significant economic saving and reduces carbon dioxide emissions. Calera Corporation sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-51527) on Oct. 9, 2024. The Honorable Bankruptcy Judge Stephen L. Johnson handles the case. The Debtor is represented by: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Ave. Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyg.com CELEBRATION POINTE: Amends Plan to Include Arcis Real Secured Claim ------------------------------------------------------------------- Celebration Pointe Holdings, LLC and its affiliates submitted an Amended Disclosure Statement describing Plan of Reorganization dated September 6, 2024. All Claims held against the Debtors shall be classified and treated pursuant to the terms of the Plan. The Plan contains 32 separate classes of Claims and Interests. The Plan provides for payment of Allowed Secured Claims in Classes 1 through 29, with the exception of Class 17, in full, over time. The Allowed Class 17 Claim shall receive a discounted payment on the Effective Date in full satisfaction of its Allowed Claim. The Allowed Unsecured Claims of Insiders in Class 31 shall not receive periodic payments, but the Allowed Claims will accrue interest at the Prime Rate and will be due at maturity in 10 years from the Effective Date. The Allowed General Unsecured Claims3 in Class 30 shall be paid over time from a pro rata distribution of the Cash Flow Note over a period of 60 months. In addition, the Plan further provides that the respective Holders of Allowed Administrative Claims and Holders of Allowed Priority Claims will be paid in full on the Effective Date. Holders of Allowed Priority Tax Claims will be paid in full by quarterly payments made over five years. The Plan is premised on a Plan Support Agreement ("PSA") between the primary interest holders of Debtors, Mr. Svein Dyrkolbotn and Ms. Patti Shively. Under the PSA, Dyrkolbotn and Shively are agreeing to defer payment on Claims, and, most importantly, make member loans or contributions to cover operating deficits such that Reorganized Debtors can make all payments required on the Effective Date and Plan Payments due over time (the "PSA Contributions"). Without the PSA Contributions, the Debtors would be forced to liquidate. In return for the PSA Contributions the Plan provides for Conditional Injunctions protecting the parties to the PSA and each SPE so long as respective Plan Payments are current. Debtors believe the Plan provides the best means currently available for their emergence from chapter 11 and the best recoveries possible for Holders of Claims and Interests, and thus strongly recommend Creditors vote to accept the Plan. Class 28 consists of the Allowed Secured Claim of Arcis Real Estate Secured Fund II, L.P. based on various loan documents. The Claim related to Class 28 was filed in the amount of $853,228.76. Claim 28 is Impaired. In full satisfaction of the Class 28 Claim, the Holder will receive: (a) monthly interest only payments at ten percent for thirty-six months; (b) monthly payment based on a thirty year amortized for eighty-four months; and (c) a maturity and final balloon payment due at the end of ten years from Effective Date. Class 30 consists of all Allowed General Unsecured Claims against the Debtors in an approximate amount of $1,500,000.00. In full satisfaction of the Allowed Class 30 Claims, Holders of such Claims shall receive a pro rata share of the Cash Flow Note paid quarterly. In the event of a conversion and liquidation, there would be likely no distribution to Holders of Allowed Class 30 Claims as the debt encumbering assets exceeds the value of such assets. Class 30 is Impaired. Class 32 consists of any and all ownership interests currently issued or authorized in the Debtors. On the Effective Date, all existing Interests shall be vested pursuant to the PSA. Additionally, the Holder of Class 17 shall receive a 3% nonvoting interest in Reorganized CPH. Class 32 is Impaired. The Plan contemplates that the Debtors will continue to operate and manage their properties. Overall, the Debtors will support the development of the Project and, through revenue and the PSA Contributions will make any necessary Plan Payments including amounts need to cover shortfalls of the SPE related obligations. The Debtors believe the cash flow generated from operations following the restructuring of debt plus the PSA Contributions, will be sufficient to make all Plan Payments and will be sufficient to pay ordinary course expenses, including but not limited to, payroll and administrative costs. Funds generated from operations through the Effective Date will be used for Plan Payments; however, the Debtors' cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Amended Disclosure Statement dated September 6, 2024 is available at https://urlcurt.com/u?l=BN09nA from PacerMonitor.com at no charge. Counsel to the Debtors: R. Scott Shuker, Esq. Shuker & Dorris, P.A. 121 S. Orange Avenue, Suite 1120 Telephone: (407) 337-2060 Facsimile: (407) 337-2050 Email: rshuker@shukerdorris.com About Celebration Pointe Holdings Celebration Pointe Holdings, LLC and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Lead Case No. 24-10056) on Mar. 14, 2024. The case is jointly administered in Case No. 24-10056. In the petitions signed by Svein H. Dyrkolbotn, manager of SHD-Celebration Pointe, LLC, Celebration Pointe Holdings and Celebration Pointe Holdings II disclosed $100 million to $500 million in both assets and liabilities. R. Scott Shuker, Esq. at Shuker & Dorris, PA represents the Debtors as counsel. CHOBANI GLOBAL: S&P Rates New Senior Notes 'CCC+', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Greek yogurt producer Chobani Global Holdings LLC. S&P assigned a 'CCC+' issue-level rating to the proposed senior pay-in-kind (PIK) toggle notes. The recovery rating is '6' indicating its expectation for negligible recovery (0% -10%, rounded estimates 0%) in the event of a simulated default. S&P views the notes as structurally subordinated to all debt issued at Chobani LLC. S&P said, "We raised our issue-level rating on Chobani's senior secured debt to 'B+' from 'B' reflecting our increased valuation of Chobani as a result of EBITDA expansion. The recovery rating is '2', reflecting our expectation for substantial (70%-90%, rounded estimate 75%) recovery in the event of a simulated default. "We also affirmed our 'CCC+' issue-level rating on Chobani's senior unsecured notes. The '6' recovery rating indicates our expectation for negligible recovery (0% -10%, rounded estimates 0%) in the event of a simulated default. "The stable outlook reflects our expectation that Chobani's leverage will improve to around 6x with funds from operations (FFO) to cash interest coverage above 2.5x and FOCF of about $100 million a year." Chobani is proposing a $500 million issuance of senior PIK toggle notes due in 2029. The company plans to use the proceeds from this issuance and cash from its balance sheet to partially redeem the preferred equity held by Healthcare of Ontario Pension Plan (HOOPP). S&P views this transaction as generally leverage neutral because S&P Global Ratings treats the HOOPP preferred equity as debt. "We expect this transaction will be leverage neutral. The company is undertaking several capital structure initiatives in conjunction with this transaction. This includes the issuance of the proposed $500 million PIK toggle notes, which could be upsized. In conjunction with the issuance, the company plans to use up to about $150 million of cash on its balance sheet to redeem additional HOOPP preferred equity. This will reduce HOOPs preferred equity by roughly 60%. "At the same time, the company recently signed a 20-year, approximately $170 million finance lease for a new headquarter in New York City, which we include in our calculation of adjusted debt. As such, pro forma for the transaction, S&P Global Ratings-adjusted leverage will remain relatively unchanged at around 6.8x (5.8x excluding preferred equity) as of June 30, 2024. We expect leverage will improve to the low- to mid-6x area (mid-5x excluding preferred equity) by the end of 2024 due to EBITDA expansion. In addition, the PIK toggle notes interest is slightly lower than the PIK interest on the HOOPP preferred equity. If the PIK notes interests are cash paying, we expect the company's FFO to cash interest coverage will decline to mid-2x; if it continues to be PIK, we believe FFO to cash interest coverage will remain around 3x." The company is performing well because it benefits from category tailwinds and taking share from competitors. The entire yogurt category is growing in the mid-single-digit percent range, while the Greek category is growing by low-teens percent. As the sector leader, Chobani's sales for the trailing 52 weeks are in line with this category growth. Chobani's trailing 12 months (LTM) consolidated organic revenue increased in the mid-to-high teens percent area as the company continues to take share in other product categories in which it competes, particularly creamers. S&P believes the high-protein, health and wellness trends will continue to benefit Chobani's core yogurt offerings; furthermore, other companies' more traditional oil-based creamers will likely lose additional share to Chobani's dairy creamers. La Colombe (LC) integration is proceeding as planned. Chobani is combining operational function of LC with legacy Chobani and as a result will not report LC as a separate segment. Overall, Chobani's S&P Global Ratings-adjusted EBITDA margin declined to 15.8% in December 2023 from the 17.9% in September 2023. S&P said, "This is consistent with our view that LC was margin dilutive at the time of the acquisition, and that the combined margin will be around the 16% for most of 2024. We continue to believe margins will improve to closer to 17% by the end of the year, as the new Keurig Dr. Pepper contracts take effect. We expect margins will further improve in 2025 as the company laps weaker margin quarters following the acquisition of LC." S&P said, "Chobani continues to generate healthy levels of FOCF in 2024, which we expect will continue despite the potential for increased capital investments. After years of negative FOCF generation due to capital investments for growth, the company generated approximately $191 million of FOCF in 2023 and over $100 million this year through June 2024. We expect the company will be able to generate over $100 million of FOCF annually after it generates $250 million-$300 million of annual operating cash flow for the next two years. However, we believe the company will prioritize growth investments before debt repayment. "The company's historical capital expenditure peaked at approximately $150 million in 2022 and declined to around $90 million in 2023. We believe the company's future capital expenditure (capex) could return to $150 million or higher, depending on its strategy to expand into new product categories. Nevertheless, we expect some excess cash remaining for Chobani to pursue other growth initiatives or paydown debt under our base case. We believe this transaction signals the company's intent to reduce the higher-cost preferred equity in its capital structure, and we expect Chobani could opportunistically redeeming more HOOPP capital if cash flow generation remains robust. "The stable outlook reflects our expectation that Chobani's leverage will improve to around 6x, FFO to cash interest to above 2.5x, and FOCF of around $100 million a year." S&P could lower its ratings if FFO to cash interest coverage falls below 2x on a sustained basis and FOCF turns negative. This could occur if: -- Unexpected operational disruption and changing of consumer preferences causes the company's operating performance to decline significantly from current levels; or -- The company's capital investment policies are more aggressive than our current expectations such that the company cannot generate positive FOCF. S&P could raise its ratings on Chobani if it were able to sustain a FFO to cash interest coverage of above 3x while continuing to generate positive FOCF sustained above $100 million. This could occur if: -- Chobani's core businesses continue to perform to expectations with stable margins, and the company completes a successful integration and turnaround at LC; and -- It has a balanced approach to capital allocation that doesn't result in negligible FOCF; or -- If it continues to redeem its HOOPP capital such that S&P Global Ratings-adjusted leverage declines and is sustained below 5x. COLES OF LA JOLLA: Seeks to Hire Fischer Auction as Auctioneer -------------------------------------------------------------- Coles of La Jolla, Inc. dba Coles Fine Flooring seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Fischer Auction Co. Inc. as auctioneer. Fischer Auction will sell all of the Debtor's inventory through auction. From the proceeds of any sale of the property, Fischer shall retain a sum equal to any and all advertising expenses, license and permit fees, overhead and labor charges and any other expenses, fees and charges incurred by Fischer incidental to or in connection with the sale, but not to exceed a maximum of $35,100 plus a sale commission in an amount equal to 15 percent of the total proceeds realized from the sale. In addition, A buyer's premium in the amount of 13 percent will be charged to buyers and retained by Fischer. A 3 percent additional buyer's premium will be charged to those paying with a credit card. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeff Bloom, president of Fischer Auction, 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: Jeff Bloom Fischer Auction Co. Inc. 8711 Magnolia Ave #300 Santee, CA 92071 Phone: (619) 590-2828 About Coles of La Jola Inc Coles of La Jolla, Inc., doing business as Coles Fine Flooring, is a family-owned and operated carpet, fine furniture and gift store specializing in specializing in fine flooring. The company is based in San Diego, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-00613) on Feb. 26, 2024, with $4,941,193 in assets and $3,329,830 in liabilities. Stephen M. Coles, president, signed the petition. Stella Havkin, Esq., represents the Debtor as legal counsel. COMMERCIAL OFFICE: Hires Regier Carr & Monroe as Accountant ----------------------------------------------------------- Commercial Office Resource Environments, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Regier Carr & Monroe, LLP as accountant to Mercedes D. Flores. The firm will provide these services: a. testify as an expert witness in connection with pending divorce proceedings of Mercedes D. Flores, pending at Pima County, Arizona, Superior Court Case No. D-2022 2009; b. determine whether Mercedes's husband properly filed the 2020 Arizona personal income tax return; and c. if a 2020 Arizona personal income tax return needs to be filed, assist Mercedes in preparing and filing it. The firm will be paid at these rates: Susan Vos, CPA/CFE $310 per hour Staff members $125 to $275 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Susan Vos, CPA/CFE, a partner at Regier Carr & Monroe, 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: Susan Vos, CPA/CFE Regier Carr & Monroe, LLP 4801 E. Broadway Blvd, Suite 501 Tucson, AZ 85711 Tel: (520) 624-8229 Fax: (520) 884-1102 About Commercial Office Resource Environments, LLC Commercial Office Resource Environments, LLC d/b/a Core, LLC is a full-service corporate procurement & commercial furniture dealer. It serves corporate businesses, federal government, and an array of industries including education, healthcare, hospitality, and non-profit. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-05551) on July 10, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Mercedes Flores, manager, signed the petition. Judge Scott H. Gan presides over the case. JoAnn Falgout, Esq. at GUIDANT LAW, PLC represents the Debtor as legal counsel. CONSTELLATION INSURANCE: Moody's Affirms Ba1 Unsecured Debt Rating ------------------------------------------------------------------ Moody's Ratings has affirmed the Ba1 senior unsecured debt rating of Constellation Insurance, Inc. (Constellation). Moody's also affirmed the Baa1 insurance financial strength (IFS) rating and the Baa3 (hyb) surplus notes rating, of AuguStar Life Insurance Company (ALIC), and the Baa1 IFS rating of AuguStar Life Assurance Corporation (ALAC). The outlook for all the entities remains stable. RATINGS RATIONALE The affirmation of Constellation's ratings reflects the company's progress to enhance its business profile and manage the risk associated with its VA business, good capitalization, and strong asset quality with modest exposure to high risk assets. The rating action also reflects Constellation's ongoing financial commitment to infuse $500 million paid in four installments starting in 2023 into ALIC. The company's strengths are offset by the challenges to improve the quality of capital when including captives, profitably grow its businesses through multiple distribution channels with organic or flow activity, and acquire blocks of business through large transactions that will take time to develop. The stable outlook reflects the company's successful launch into the retirement market through additional distribution channels, acquisition of a variable annuity (VA) block with Prudential Financial, Inc. (A3 stable), and an announced fixed annuity block transaction by its Chilean subsidiary with Zurich Insurance Company Ltd (Aa2 stable), and the rebranding of its insurance operations under the AuguStar Financial brand that includes a Life and Retirement business segment and three additional business segments - Institutional Markets focused on M&A / Reinsurance transactions, Investments, and Latin America. Moody's expect that Constellation will continue to profitably enhance its business profile utilizing multiple distribution channels and further expand its diversified product mix, and manage capital, reserves and collateral across multiple jurisdictions to reduce VA segment earnings volatility and the run-off of the closed VA block. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The following factors could lead to an upgrade of Constellation's ratings: 1) improved organic net capital generation, 2) successful execution of the business plan post-acquisition, reflected by improving profitable commercial activity leading to increased sales and net inflows, and financial performance, 3) continued reduction of VA GMIB financial risk with meaningful improvement in its anticipated capital position (including captives) post a stress scenario, 4) adjusted financial leverage (excluding AOCI) consistently around 25% or less. Coversely, the following factors could lead to a downgrade of Constellation's ratings: 1) limited success in the implementation of its business plan post-acquisition adversely affecting profitability, and commercial activity leading to declining or uneven sales growth, 2) adjusted financial leverage (excluding AOCI) consistently over 35%, 3) changes in financial policies that result in excessive stockholder dividends or intercompany arrangements from Constellation or its operating companies, 4) the company experiences a significant deterioration in its capital or liquidity levels, or demonstrates a marked increase in its risk appetite, or 5) inability to materially reduce exposure in its VA GMIB exposure. The principal methodology used in these ratings was Life Insurers published in April 2024. AuguStar Life Insurance Company, the lead insurance subsidiary of Constellation Insurance, Inc., is headquartered in Cincinnati, Ohio. At June 30, 2024, the company reported total statutory assets of $25.9 billion and total capital and surplus of approximately $2.2 billion. COPPER RIDGE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Copper Ridge Apts, LLC 46 Main Street, Suite 339 Monsey, NY 10952 Business Description: Copper Ridge Apts is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 16, 2024 Court: United States Bankruptcy Court Middle District of Louisiana Case No.: 24-10900 Debtor's Counsel: William E. Steffes, Esq. THE STEFFES FIRM, LLC 13702 Coursey Blvd. Building 3 Baton Rouge, LA 70817 Tel: 225-751-1751 Email: bsteffes@steffeslaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Elizabeth LaPuma as authorized agent. The Debtor indicated in the petition it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2ZLKU7A/Copper_Ridge_Apts_LLC__lambke-24-10900__0001.0.pdf?mcid=tGE4TAMA CREATIVE PLANNING: S&P Downgrades ICR to 'BB-' on Higher Leverage ----------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit ratings on Creative Planning Holdco LLC (CP) and its subsidiary CPI Holdco B LLC (CPI) to 'BB-' from 'BB'. The outlooks are stable. S&P also lowered its issue rating on CPI's existing term loan of $1.35 billion to 'BB-' from 'BB' and assigned its 'BB-' issue rating to CPI's proposed $1.5 billion term loan due 2031. The recovery rating on both instruments is '4', indicating its expectation of average (30%) recovery prospects in the event of default. The one-notch downgrade of CP and CPI reflects S&P's view that the proposed transaction will result in weaker credit metrics. The new term loan will be pari passu with the current $1.35 billion term loan. Pro forma the transaction, S&P expects CP to operate with adjusted debt to EBITDA of 4.0x-5.0x and EBITDA interest coverage of 3.0x-4.0x on a weighted-average basis over the next 12 months. On Sept. 30, 2024, TPG signed a definitive agreement to acquire a minority equity stake in Creative Planning Holdco LLC (CP). To support the valuation, wholly owned subsidiary CPI Holdco B LLC (CPI) is issuing an incremental $1.5 billion first-lien term loan due 2031 to fund a distribution to its existing shareholders. S&P said, "We do not view the private-equity shareholders as financial sponsors because they don't have control of the company. TPG and General Atlantic will hold minority equity stakes with CP president and CEO Peter Mallouk holding majority voting rights. "We expect CP to continue expanding organically and through acquisitions. For the trailing 12 months ended June 30, 2024, CP's revenue and EBITDA grew nearly 25% year on year, driven partly by 9% growth in both its private wealth assets under management (AUM) and the 401K assets under advisement (AUA) in first-half 2024 to $148 billion and $178 billion respectively. The growth can also be attributed to the acquisition of United Capital in second-half 2023, which boosted its private wealth AUM by 14% or $17 billion. "The stable outlook reflects our expectation that CP's S&P Global Ratings-adjusted debt to EBITDA will be 4.0x-5.0x and EBITDA interest coverage above 3x over the next 12 months, while the company continues to grow its AUM organically and through mergers and acquisitions. "We could lower the ratings if leverage is sustained above 5.0x--due to weakening earnings or rising debt, including debt-financed shareholder distributions--or if the company's business materially weakens, as shown by sustained net outflows or deteriorating financial markets. "An upgrade is unlikely over the next 12 months. Over the longer term, we could raise the ratings if the company maintains leverage of less than 4.0x on a sustained basis, while expanding favorably relative to peers and retaining better margins. "Since the issuer credit rating is speculative grade (BB+ and below), we apply the recovery analysis to arrive at the issue rating for the proposed term loan of $1.5 billion and the existing term loan of $1.35 billion. The issue rating is 'BB-', the same level as the issuer credit rating, because the recovery rating is 4(30%) indicating an average recovery in the event of a default. "Our recovery analysis includes 85% usage of the company's $400 million revolving credit facility due 2029, and term loans of $1.35 billion and $1.5 billion due 2031. "We apply a 5.0x multiple for all asset managers because we believe this represents an average for sector players emerging from a default scenario. "Our simulated default scenario includes poor investment performance or market depreciation leading to a substantial reduction of AUM/AUA and a decline in EBITDA sufficient to trigger a payment default." Default year assumed is 2028. -- Emergence EBITDA: $213.7 million -- Multiple: 5.0x -- Gross recovery value: $1,068.6 million -- Net recovery value for waterfall after 5% administrative expenses: $1,015.2 million -- Obligor/non-obligor valuation split: 100%/0% -- Estimated priority claims: None -- Remaining recovery value: $1,015.2 million -- Estimated first-lien claim: $3,164.7 million -- Recovery range: 30% or '4' or 'average recovery' Note: All amounts include six months of prepetition interest. CROWNCO INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Crownco, Inc. 43234 Business Park Drive Temecula, CA 92590-3604 Business Description: Crownco, Inc. provides construction solutions for the building community, including production services, warranty services or SB800 repair services. The Company has developed innovative systems that ensure every job is completed in the utmost time efficient manner with the highest level of precision and service. Chapter 11 Petition Date: October 16, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-16205 Debtor's Counsel: Robert P. Goe, Esq. GOE FORSYTHE & HODGES LLP 17701 Cowan Lobby D, Suite 210 Irvine, CA 92614 Tel: (949) 798-2460 Fax: (949) 955-9437 Email: rgoe@goeforlaw.com Total Assets: $896,358 Total Liabilities: $5,175,883 The petition was signed by Charles E. Morrison as chief executive officer, secretary and CEO. 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/IA6G5MI/Crownco_Inc__cacbke-24-16205__0001.0.pdf?mcid=tGE4TAMA CUREPOINT LLC: Miles Loses Bid to Dismiss Adversary Case -------------------------------------------------------- In the case captioned as DAVID A WENDER, in his capacity as the Trustee of the Curepoint Liquidation Trust, Plaintiff, v. PHILLIP MILES, JAMILA DADABHOY, MEC CAPITAL, INC., MITTERE INC, MMI EDUCATIONAL TECHNOLOGIES, LLC, NORTHWINDS LEASING, INC., AND PHYSICIAN FINANCIAL PARTNERS, LLC, Defendants; PHILLIP MILES, JAMILA DADABHOY, MEC CAPITAL, INC., MITTERE INC, MMI EDUCATIONAL TECHNOLOGIES, LLC, NORTHWINDS LEASING, INC., AND PHYSICIAN FINANCIAL PARTNERS, LLC, Counter-Plaintiffs, v. DAVID A. WENDER, in his capacity as the Trustee of the Curepoint Liquidation Trust, Counter-Defendant, Judge Paul Baisier of the United States Bankruptcy Court for the Northern District of Georgia denied Phillip Miles' Motion to Dismiss Plaintiff's Complaint and Brief in Support. Miles is the partial owner of Physician Financial Partners, LLC, owns 100% of MEC, 50% of Mittere, 50% of Northwinds, and possesses an interest in MMI, such that Miles owns or controls PFP and each of the Miles Entities. PFP and each of the Miles Entities are insiders of the Debtor, each of whom alongside Zeroholdings, another entity affiliated with Prior to the Plan being confirmed, on October 11, 2023, the Trustee commenced this adversary proceeding against the Defendants by filing a Complaint. In the Initial Complaint, the Trustee asserted claims for avoidance and recovery of fraudulent transfers pursuant to 11 U.S.C. Secs. 544, 548, and 550 and O.C.G.A. Secs. 18-2-74 and 18-2-75, avoidance and recovery of preferential payments pursuant to 11 U.S.C. Secs. 547 and 550, unjust enrichment, breach of contract, and breach of fiduciary duty against Miles. After the parties agreed to extend the deadline to respond to the Initial Complaint. In the Amended Complaint, the Trustee asserts claims for avoidance and recovery of fraudulent transfers, avoidance and recovery of preferential payments, unjust enrichment, breach of contract, and breach of fiduciary duty against Miles. The Trustee prosecutes these causes of action in his capacity as the liquidating trustee of the "Curepoint Liquidation Trust" as established by the confirmed Plan, which became effective on December 29, 2023. Miles requests that the Court dismiss this case brought against him by the plaintiff pursuant to Federal Rule of Civil Procedure 12(b)(6). In the Motion, Miles asserts that the state law claims the Trustee asserts against him were not properly disclosed and retained in the Chapter 11 Plan of the a debtor filed on August 29, 2023, such that the claims cannot be pursued. Miles adds that granting the Motion is appropriate because he never directly received a transfer of funds for the Trustee to avoid or recover as a preference, no fiduciary duty was breached because he was not a director, manager, member, or officer of the Debtor and thus owed no such duty, and the tort claims asserted against him by the Trustee are not assignable under Georgia law. Miles also suggests that pursuant to FRCP 12(b)(1) this Court lacks subject matter jurisdiction over this matter because the Trustee failed to reserve the claims asserted herein. In response to the Motion, on July 5, 2024, the Trustee filed his Response in Opposition to Defendant Phillip Miles's Motion to Dismiss, in which he requests the Court deny the Motion. In his Response, the Trustee states that the Motion is untimely because Miles filed an answer to an earlier, nearly identical complaint, the claims against Miles were properly preserved, and that the claims for preferential and fraudulent conveyance, breach of contract, and unjust enrichment were all sufficiently well-plead considering Miles held himself out as a manager for the Debtor and acted in a managerial capacity for the Debtor at times. The Trustee argues further that, notwithstanding Georgia law regarding assignability, the claims brought against Miles became property of the Debtor's bankruptcy estate as a matter of federal law, thereby allowing the Trustee to pursue the claims under to 11 U.S.C. Sec. 1123(b)(3). On July 19, 2024, Miles filed a Reply to Plaintiff's Response in Opposition to Defendant Phillip Miles' [sic] Motion to Dismiss in response to the Trustee's Response. In the Reply, Miles argues that the claims asserted against him were impermissibly assigned to the Trustee in his capacity as the liquidating trustee, Miles's prior testimony regarding his role with the Debtor is not dispositive to preclude him from litigating the issue of his liability, and the state law claims brought against Miles were not adequately disclosed to be retained post-confirmation. Miles further contends that the Trustee made no plausible allegations to establish that Miles is personally liable for avoidable transfers to entities, he has no fiduciary duty to the Debtor because his actions never gave rise to such a duty, and that under Georgia law the tort claims brought against him are not assignable. Miles contends that Counts I, IV, VII, X, and XIII, in which the Trustee seeks to avoid and recover preferential payments, should be dismissed as none of the Debtor's property was transferred to Miles for the Trustee to plausibly allege that a transfer occurred. In the Response, the Trustee states that in the Amended Complaint he alleges that Miles caused the Debtor to transfer money to entities that Miles either owned or controlled, such that Miles benefitted from the transfers. In the Amended Complaint, the Trustee seeks to avoid and recover preferential payments he alleges were made to PFP and the Miles Entities. More specifically, he seeks to avoid preferential payments made to MEC in Count I, Northwinds in Count IV, MMI in Count VII, Mittere in Count X, and PFP in Count XIII. In support thereof, the Trustee alleges that Miles caused the Debtor to transfer funds as follows: to MEC approximately $20,000 in the ninety (90) days prior to the Petition Date and approximately $100,000 in the one (1) year prior to the Petition Date; to Northwinds approximately $45,000 in the ninety (90) days prior to the Petition Date and approximately $400,000 in the one (1) year prior to the Petition Date; to MMI approximately $4,000 in the ninety (90) days prior to the Petition Date and approximately $10,000 in the one (1) year prior to the Petition Date; to Mittere approximately $120,000 in the ninety (90) days prior to the Petition Date and approximately $200,000 in the one (1) year prior to the Petition Date; and to PFP approximately $5,000 in the ninety (90) days prior to the Petition Date and approximately $10,000 in the one (1) year prior to the Petition Date. The Court finds the Trustee has sufficiently plead that the closeness of the relationship between Miles and the entities and the nature of the transaction are both such that Miles, PFP, and the Miles Entities were insiders of the Debtor. Accordingly, the Trustee has sufficiently plead each element to state a claim for avoidable preferential transfers under Section 547(b) for each of the transfers made to PFP and the Miles Entitles that the Trustee alleges were preferential in Counts I, IV, VII, X, and XIII of the Amended Complaint, the Court holds. The Court finds the Trustee has sufficiently plead that the preferential transfers alleged in Counts I, IV, VII, X, and XIII of the Amended Complaint were made for the benefit of Miles such that he may be found liable for the same. In the Motion, Miles argues that Counts II, III, V, VI, VIII, IX, XI, XII, XIV, and XV, in which the Trustee seeks to avoid and recover fraudulent transfers, should be dismissed because no transfer was made to him, and he is not a creditor in the Case. In the Response, the Trustee contends that in the Amended Complaint he alleges that Miles caused the Debtor to transfer money to entities that Miles either owned or controlled, such that Miles benefitted from the transfers. In the Amended Complaint, the Trustee seeks to avoid and recover fraudulent transfers he alleges were made to PFP and the Miles Entities. More specifically, the Trustee seeks to avoid payments made to MEC in Counts II and III, Northwinds in Counts V and VI, MMI in Counts VIII and IX, Mittere in Counts XI and XII, and PFP in Counts XIV and XV. In support thereof, the Trustee alleges that Miles caused the Debtor to make the following payments: to MEC approximately $240,000 in the two (2) years prior to the Petition Date and approximately $530,000 in the four (4) years prior to the Petition Date; to Northwinds approximately $600,000 in the two (2) years prior to the Petition Date and approximately $3,000,000 in the four (4) years prior to the Petition Date; to MMI approximately $30,000 in the two (2) years prior to the Petition Date and approximately $80,000 in the four (4) years prior to the Petition Date; to Mittere approximately $360,000 in the two (2) years prior to the Petition Date and approximately $400,000 in the four (4) years prior to the Petition Date; and to PFP approximately $45,000 in the two (2) years prior to the Petition Date and approximately $100,000 in the four (4) years prior to the Petition Date. The Court finds the Trustee has sufficiently plead facts to suggest that each of the transferees (PFP and the Miles Entities) are insiders of the Debtor. Further, the Trustee has sufficiently plead that the Debtor was insolvent at the time of the transfers or as a result of the transfers. Moreover, the Trustee maintains that the Debtor had no obligation to make transfers to PFP and the Miles Entities. In fact, he claims that the Debtor transferred more funds to PFP and the Miles Entities than it received in return despite no documents being provided to support that the Debtor had any obligation to do so. The Trustee also alleges that Miles failed to fully disclose the extent and nature of the transfers to PFP and the Miles Entities on both the Debtor's initial and amended Schedules, which Miles signed under penalty of perjury. Therefore, the Trustee has made enough factual allegations that when taken as true suggest at least three (3) traditional badges of fraud have been plead to establish fraudulent intent, the Court concludes. Miles contends that Counts II, III, V, VI, VIII, IX, XI, XII, XIV, and XV should be dismissed because no transfer was made to him and he is not a creditor in the Main Case. The Trustee sufficiently plead that Miles is an insider of the Debtor considering, among other things, he was the Debtor's "Designated Manager." Miles contends that Count XXIV, in which the Trustee asserts that Miles breached the Operating Agreement, should be dismissed as he was not a party to the Operating Agreement. In the Response, the Trustee argues that Miles's conduct breached the Operating Agreement to the extent he was authorized to act as the Debtor's manager. The Court finds the Trustee has alleged both a specific contractual provision of the Operating Agreement that Miles's conduct breached and damages resulting therefrom, such that he has sufficiently plead his breach of contract claim in Count XXIV of the Amended Complaint. In the Motion, Miles argues that Counts XVII and XXIX, in which the Trustee seeks to recover for unjust enrichment, should be dismissed because no benefit was conferred to him and the Trustee alleges a contract exists between Miles and the Debtor precluding recovery for an unjust enrichment claim. In the Response, the Trustee contends that in the Amended Complaint he alleges that Miles caused the Debtor to transfer money to entities that Miles either owned or controlled, such that Miles benefitted from the transfers. In Count XVII, the Trustee asserts that Miles was unjustly enriched by transferring funds received with respect to the MCAs to PFP and the Miles Entities to the extent of his ownership interest. In Count XX, the Trustee asserts that Miles was unjustly enriched to the extent of his ownership interest in PFP and the Miles Entities by causing the Debtor to enter the Equipment Leases for Equipment that PFP and the Miles Entities received and used. Accordingly, the Trustee has plausibly alleged that Miles is not a party to the Operating Agreement, the Debtor conferred a benefit on Miles through his entities, such that Miles should be required to compensate the Debtor for the benefit PFP and the Miles Entities received to the extent of his interest in the same, the Court concludes. Miles asserts that Count XXIX, in which the Trustee asserts a claim for breach of fiduciary duty, should be dismissed as he owed no fiduciary duty to the Debtor because he was never appointed as the Debtor's manager. In the Response, the Trustee argues that Miles held himself out as the Debtor's manager, and thus, to the extent he was authorized to do so, he owes the Debtor fiduciary duties. In this case Miles argues that he owed no fiduciary duty to the Debtor as he was not the Debtor's manager. However, his argument is unpersuasive in light of the facts the Trustee has alleged. The Trustee alleges that Miles consistently held himself out to be a manager of the Debtor, such that Miles alleged conduct establishes that he is a fiduciary of the Debtor under Georgia law. More specifically, the Trustee claims that Miles exercised control over the Debtor's assets and even identified himself as the Debtor's "Designated Manager" on the Debtor's Schedules and voluntary petition under the penalty of perjury. Therefore, the Trustee has alleged sufficient factual allegations to support his claim that Miles owed a fiduciary duty to the Debtor under Georgia law. The Court finds the Trustee has plausibly alleged facts to establish Miles owed fiduciary duties to the Debtor, he breached those fiduciary duties by entering the MCAs, Equipment Leases, and the lease agreement with Curepoint Dublin, and the Debtor suffered damages caused by Miles's breach of his fiduciary duties. The Court says assuming the veracity of the allegations made by the Trustee herein, the Trustee's allegations in Counts I, II, III, IV, V, VI, VII, VIII, IX, X, XI, XII, XIII, XIV, XV, XVII, XXIV, and XXIX "‘plausibly give rise to an entitlement to relief.'" Thus, for the foregoing reasons the Motion should be denied, the Court holds. A copy of the Court's decision is available at https://urlcurt.com/u?l=PT6SAy About Curepoint LLC Curepoint, LLC -- https://www.curepointcancer.com/ -- provides radiation treatment for cancer patients at its facility in Dublin, Ga. Curepoint filed a petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 22-56501) on Aug. 19, 2022, with between $1 million and $10 million in both assets and liabilities. Phillip Miles, designated officer, signed the petition. Judge Paul Baisier oversees the case. Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's counsel. David A. Wender was appointed as the Chapter 11 trustee in the Debtor's case. The Trustee tapped Eversheds Sutherland (US), LLP as counsel and SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as investment bankers. CUSTOM CLUB: Case Summary & 13 Unsecured Creditors -------------------------------------------------- Debtor: Custom Club, Inc. 7895 E. Acoma Drive, Suite 102 Scottsdale, AZ 85260 Business Description: The Debtor is a manufacturer of dental mouthguards. Chapter 11 Petition Date: October 16, 2024 Court: United States Bankruptcy Court District of Arizona Case No.: 24-08770 Judge: Hon. Brenda K Martin Debtor's Counsel: Michael A. Jones, Esq. ALLEN, JONES & GILES, PLC 1850 N. Central Avenue, Suite 1025 Phoenix, AZ 85004 Tel: 602-256-6000 Email: mjones@bkfirmaz.com Total Assets as of September 30, 2024: $8,040,894 Total Liabilities as of September 30, 2024: $2,561,119 The petition was signed by Craig Weiss as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DXSBEFA/CUSTOM_CLUB_INC__azbke-24-08770__0001.0.pdf?mcid=tGE4TAMA D'PASTRY INC: Seeks to Hire Tamarez CPA as Accountant ----------------------------------------------------- D'Pastry Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Tamarez CPA, LLC as its accountant. The firm will render these services: a) reconcile financial information to assist Debtors in the preparation of monthly operating reports; b) assist in the reconciliation and clarification of proof of claims filed and amount due to creditors; c) provide general accounting and tax services to prepare quarterly, year-end reports and income tax preparation; and d) assist the Debtors and Debtors' counsel in the preparation of the supporting documents for the Chapter 11 Reorganization Plan, including negotiation with creditors. The firm will will provide assistance in the preparation of the monthly operating reports, as well as business consulting services in the development of reorganization strategies and tax preparation services. The firm will be paid at these rates: Albert Tamarez-Vasquez, CPA CIRA $165 per hour CPA Supervisor $110 per hour Senior Accountant $90 per hour Staff Accountant $70 per hour The firm will receive a post-petition retainer in the total amount of $5,000. Albert Tamarez Vasquez, CPA, owner of Tamarez CPA, 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: Albert Tamarez Vasquez, CPA Tamarez CPA, LLC 1519 Ave. Ponce De Leon, Suite 412 San Juan, PR 00909 Telephone: (787) 795-2855 Facsimile: (787) 200-7912 Email: atamarez@tamarezcpa.com About D'Pastry Inc. D'Pastry Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-03678) on Aug. 30, 2024, listing under $1 million in both assets and liabilities. Licenciado Carlos Alberto Ruiz, LLC represents the Debtor as legal counsel. DEE FORD'S: Seeks to Hire Gathings Law as Special Counsel --------------------------------------------------------- Dee Ford's West, LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Lloyd W. Gathings as special counsel. The Debtor needs the firm's legal assistance in connection with a case pending in the District Court for the Northern District of Alabama, Case No. 1-24-cv-00946, captioned as Dee Ford's West, LLC v. Mesa Underwriters Specialty Insurance Co. The firm will be paid contingency basis of 50 percent of the total recovery, less court costs and expenses. Lloyd W. Gathings, a partner at Gathings Law, 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: Lloyd W. Gathings, Esq. Gathings Law 2204 Lakeshore Drive, Suite 406 Birmingham, AL 35209 Tel: (205) 322-1201 Fax: (205) 322-1202 Email: LGathings@gathingslaw.com About Dee Ford's West, LLC Dee Ford's West, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-40320) on March 19, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Dewey Lankford Ford, owner, signed the petition. Judge James J. Robinson presides over the case. J. Gabriel Carpenter, Esq., at Alabama Consumer Law Group, LLC represents the Debtor as bankruptcy counsel. DISTRIBUIDORA MI HONDURAS: Seeks to Hire David Cahn as Counsel -------------------------------------------------------------- Distribuidora Mi Honduras LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire the Law Office of David Cahn, LLC as counsel. The firm's services include: a. advising the Debtor legal advice with respect to his powers and duties as Debtor-in-Possession; b. advising the Debtor concerning, and assisting in the negotiation and documentation of, financing agreements, debt restructurings, cash collateral arrangements and related transactions, as applicable; c. representing the Debtor in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under section 362(a) of the bankruptcy Code; d. representing the Debtor in any proceedings instituted with respect to use of cash collateral; e. attending any and all meetings pursuant to 11 U.S.C. Sec. 341 and any and all court hearings scheduled; f. reviewing the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such liens, as applicable; g. advising the Debtor concerning the actions that it might take to collect and to recover property for the benefit of the Debtor's estate; h. preparing on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules and other documents, and reviewing all financial and other reports to be filed in this Chapter 11 case; i. advising the Debtor concerning, and preparing responses to, applications, motion, pleadings, notices and other papers that nay be filed and service in this Chapter 11 case; j. counseling the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization or liquidation and related documents; k. performing all other legal services s it is qualified to handle for and on behalf of the Debtor that may be necessary or appropriate in the administration of this Chapter 11 case, including advising and assisting the Debtor with respect to debt restructurings, claims analysis and disputes, legal advice with respect to general corporate, bankruptcy, and finance, and matters and litigation other than for discrete matters for which special counsel may be retained; and l. performing all other legal services for the Debtor which may be necessary herein and to accomplish the goals of this reorganization. David Cahn will be paid at hourly rates as follows: Attorney $350 Paralegal $100 The firm received an initial retainer fee of $10,000 from Debtor. David E. Cahn, Esq., at the Law Office of David Cahn, LLC, disclosed in court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: David E. Cahn, Esq. Law Office of David Cahn, LLC 13842A Outlet Dr., #175 Silver Spring, MD 20904 Telephone: (301) 799-8072 About Distribuidora Mi Honduras Distribuidora Mi Honduras LLC, doing business as DMH LLC, import specialty non-perishable foods, cosmetics, and cleaning supplies from Mexico and Central America. Distribuidora Mi Honduras sought relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 24-18364) on Oct. 4, 2024. In the petition filed by Omar Rubinstein, as managing member, the Debtor estimated assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The Debtor is represented by David Erwin Cahn, Esq. at Law Office of David Cahn, LLC. DIXON FLEET: Seeks Chapter 11 Bankruptcy Protection --------------------------------------------------- Dixon Fleet Services LLC filed Chapter 11 protection in the Eastern District of North Carolina. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 7, 2024 at Raleigh 341 Meeting Room. About Dixon Fleet Services LLC Dixon Fleet Services LLC is a limited liability company. Dixon Fleet Services LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03534) on October 8, 2024. In the petition signed by Billy W. Perry, Jr., as member/manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Laurie B. Biggs, Esq. BIGGS LAW FIRM PLLC 9208 Falls of Neuse Road Suite 120 Raleigh, NC 27615 Tel: (919) 375-8040 Email: lbiggs@biggslawnc.com DNC AND TCPA: Hires Allen Vellone Wolf Helfrich as Legal Counsel ---------------------------------------------------------------- DNC and TCPA List Sanitizer, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Allen Vellone Wolf Helfrich & Factor P.C. as counsel. The firm will handle all matters concerning the administration of the Estate, including preparation of the bankruptcy statements and schedules, a plan of reorganization and disclosure statement, as well as all contested and litigation matters that arise in the bankruptcy case. The firm will be paid at these rates: Katharine S. Sender $375 per hour Jeffrey A. Weinman $625 per hour Patrick D. Vellone $725 per hour Vandana S. Koelsch $425 per hour Paralegals $120 to 235 per hour The firm received a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Katharine S. Sender, Esq., a partner at Allen Vellone Wolf Helfrich & Factor 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: Katharine S. Sender, Esq. Patrick D. Vellone, Esq. Jeffrey A. Weinman, Esq. Vandana S. Koelsch, Esq. Allen Vellone Wolf Helfrich & Factor P.C. 1600 Stout Street, Suite 1900, Denver, CO 80202 Tel: (303) 534-4499 Email: KSender@allen-vellone.com PVellone@allen-vellone.com JWeinman@allen-vellone.com VKoelsch@allen-vellone.com About DNC and TCPA Sanitizer DNC and TCPA List Sanitizer, LLC, is a Colorado limited liability company that is primarily an internet-based business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-12624) on May 16, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Kimberley H. Tyson oversees the case. The Debtor tapped John Cimino, Esq., at Cimino Law Office, LLC as bankruptcy counsel and Vandana Koelsch, Esq., at Allen Vellone Wolf Helfrich & Factor PC as special litigation counsel. DOYLESTOWN HOSPITAL: Moody's Upgrades Revenue Bond Ratings to B2 ---------------------------------------------------------------- Moody's Ratings has upgraded Doylestown Hospital, PA (Doylestown) revenue bond ratings to B2 from B3. The outlook has been revised to positive from stable. There is approximately $170 million of debt outstanding. The upgrade to B2 from B3 is driven by a significant reduction of a number of key credits risks which have driven a fundamental improvement in financial management and risk strategy, a governance consideration, and covenant compliance. The upgrade is also supported by a significant and seemingly sustainable improvement in financial performance and stronger liquidity. The positive outlook reflects Moody's view that operating performance will continue to strengthen and result in the stabilization of cash at current stronger levels. RATINGS RATIONALE The B2 reflects better, yet still modest, liquidity and a material debt load with just 80 days cash on hand and 54% cash to debt which creates limited cushion in the event of any operational disruptions. Operating performance is likely to continue to improve over the next 12 months as the organization works through its financial improvement plans which will drive stronger operating cash flow (OCF). Covenant compliance will be adequate; the organization has renegotiated financial covenants to more manageable levels, significantly reducing debt structure risks. Although still elevated, Doylestown materially reduced its debt load to 39% debt to operating revenue from 49%. The hospital has also decreased its exposure to bank held debt and ergo its strictest covenants. Spending on capital projects will be limited to committed projects and most essential routine items, and will be largely funded with bond proceeds and donor funds which will allow for cash balances to stabilize and gradually improve over the next few years. Moody's continue to view the hospital's leading market position, including collaboration with other community and academic health systems, in a favorable service area of Bucks County as a credit strength. However, competition is increasing with larger providers in the surrounding areas. Doylestown also benefits from low exposure to Medicaid. Doylestown has executed a definitive agreement with the University of Pennsylvania Health system (UPHS) and is awaiting regulatory approval. Should the integration be consummated, Moody's believe the result would be credit positive for Doylestown. Doylestown's financial performance should improve as it takes advantage of UPHS' large economies of scale to manage expenses and targeted clinical investments to increase market share and patient volume. The integration has not been factored into the rating or outlook at this time. RATING OUTLOOK The positive outlook reflects Moody's view that Doylestown's financial improvement plans will continue to drive sustainably stronger operating cash flow and the leveling of cash over the near term horizon. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Continued stabilization of liquidity that allows for cash on hand of at least 80 days -- Ongoing sustainable improvement in operating performance that translates in OCF margins approaching 5% -- Execution of the UPHS integration FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- A decline in cash on hand to below 60 days -- Weakening of operating performance that results in less than 2% OCF margins -- Inability to maintain access to alternate sources of liquidity LEGAL SECURITY The bonds are secured by a lien and security interest in Doylestown Hospital's revenues and Foundation Pledged revenues and a mortgage on the main campus of the hospital. The most restrictive financial covenants are tied to the hospital's line of credit and Cogeneration lease. Currently, the hospital has roughly $9.2 million outstanding on the line of credit and just under $500 thousand on the Cogeneration lease. Lender required maintenance includes minimum cash on hand measured semi-annually of 75 days for the Hospital and Foundation and 60 days for the consolidated system as well as quarterly maintenance of 1.1x debt service coverage for the obligated group. As of June 30, 2024, the system had adequate compliance to all financial covenants with reported 80 days for the consolidated group, 100 days for the Hospital and Foundation and 3.9x debt service coverage. Covenants under the loan agreement and bond agreement include maintenance of a minimum 1.1x annual debt service coverage for the hospital. Moody's expect Doylestown will continue to clear financial covenants going forward. However, failure to meet financial covenants related to the line of credit and the Cogeneration lease could trigger an event of default (EOD) and potential immediate acceleration only if the lender directs the Trustee to accelerate the bonds. Should that occur, the Trustee would have the option, due to the EOD under the Trust Agreement, to accelerate Doylestown's publicly issued Bonds, and would be forced to accelerate if at least 25% of public bondholders requested it. There is no cure period under the bank documents. Under the loan agreement, which governs Doylestown's public debt, a violation of a financial covenant would only constitute an EOD if the EOD cannot be corrected within a 30-day period following notice to the Hospital and if it's not corrected during the 30-day cure period, the hospital fails to institute corrective action until the EOD is corrected. PROFILE With total annual revenue of approximately $445 million (for the entire system) as of FY 2024, Doylestown Hospital operates community focused healthcare facilities serving patients in the northern suburban communities of Philadelphia, including Bucks and Montgomery counties in Pennsylvania and the town of Lambertville in New Jersey. METHODOLOGY The principal methodology used in these ratings was US Not-for-profit Healthcare published in February 2024. DP ENTERPRISE: Seeks to Hire Tamarez CPA as Accountant ------------------------------------------------------ DP Enterprise Corp seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Tamarez CPA, LLC as its accountant. The firm will render these services: a) reconcile financial information to assist Debtors in the preparation of monthly operating reports; b) assist in the reconciliation and clarification of proof of claims filed and amount due to creditors; c) provide general accounting and tax services to prepare quarterly, year-end reports and income tax preparation; and d) assist the Debtors and Debtors' counsel in the preparation of the supporting documents for the Chapter 11 Reorganization Plan, including negotiation with creditors. The firm will will provide assistance in the preparation of the monthly operating reports, as well as business consulting services in the development of reorganization strategies and tax preparation services. The firm will be paid at these rates: Albert Tamarez-Vasquez, CPA CIRA $165 per hour CPA Supervisor $110 per hour Senior Accountant $90 per hour Staff Accountant $70 per hour The firm will receive a post-petition retainer in the total amount of $5,000. Albert Tamarez Vasquez, CPA, owner of Tamarez CPA, 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: Albert Tamarez Vasquez, CPA Tamarez CPA, LLC 1519 Ave. Ponce De Leon, Suite 412 San Juan, PR 00909 Telephone: (787) 795-2855 Facsimile: (787) 200-7912 Email: atamarez@tamarezcpa.com About DP Enterprise Corp DP Enterprise Corp sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-03087) on July 25, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Carlos Alberto Ruiz, Esq. at Licenciado Carlos Alberto Ruiz, LLC represents the Debtor as counsel. DRF LOGISTICS: Creditors Challenge $3.3-Mil. Debt Claim ------------------------------------------------------- Alex Wolf of Bloomberg Law reports that a committee of unsecured creditors has called for Oaktree Capital Management LP's $3.3 million funded debt claim against Pitney Bowes Inc.'s bankrupt e-commerce unit, DRF Logistics, to be disallowed and further investigated. In a filing on Monday, October 15, 2024, the committee argued that while Oaktree holds significant debt issued by Pitney Bowes, it has not lent any funds to the debtor, DRF Logistics LLC. The filing, submitted to the U.S. Bankruptcy Court for the Southern District of Texas, urged action against Oaktree. The committee is investigating the debt, including $300,000 that will not be repaid under the current Chapter 11 plan, to assess its validity. About DRF Logistics, LLC Headquartered in Austin, Texas, DRF Logistics, LLC and DRF, LLC are providers of domestic ecommerce parcel services, as well as cross-border logistics services, operating approximately $35 billion in total addressable market and working with over 350 customer brands, including leading retailers and marketplaces. The Debtors' domestic parcel services include delivery, returns, underlying client and consumer-facing software. The Debtors' cross-border services include modular delivery solutions to over 200 destinations. DRF Logistics, LLC and DRF, LLC filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90447) in August 8, 2024, listing $100 million to $500 million in both assets and liabilities. The petitions were signed by Eric Kaup as chief restructuring officer. Judge Christopher M Lopez presides over the case. Weil, Gotshal & Manges LLP is serving as the Debtors' counsel. Triple P RTS, LLC, is the restructuring advisor and Triple P Securities, LLC, is the investment banker. Lowenstein Sandler LLP and McDermott Will & Emery LLP are serving as co-counsel to the OFficial COmmittee of Unsecured Creditors. Alvarez & Marsal North America, LLC, is the Committee's financial advisor. DRTMG LLC: Seeks Approval to Hire Edward Clark Corley as Attorney ----------------------------------------------------------------- DRTMG, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Edward Clark Corley, Esq., an attorney serving Mansfield, Ohio. Mr. Corley will render these services: a. advise the Debtor of its rights, powers, and duties in the continued operation of business; b. advise and assist in preparing all necessary applications, motions, answers, orders, reports, schedules and other legal documents required in the administration of the case; c. review all financial and other reports; d. advise concerning and assist in the negotiation and documentation of the refinancing of assets, debt and lease restructuring; executory contract and unexpired lease assumptions, assignments or rejections; and related transactions; e. counsel and represent regarding actions the Debtor might take to collect and recover property for the benefit of the estate; f. review the nature and validity of liens asserted against the Debtor's property and advise concerning the enforceability of such liens; g. assist in formulation, negotiating and obtaining confirmation of a plan of reorganization and prepare other related documents; and h. perform other legal services as may be necessary. Mr. Corley will charge $350 per hour for his services. Mr. Corley assured the court that he is a "disinterested person" as defined in 11 U.S.C. 101(14). Mr. Corley can be reached at: Edward Clark Corley, Esq. 3 North Main Street, Suite 603 Mansfield, OH 44902 Tel: (419) 524-4444 Email: edwardcorleylaw@gmail.com About DRTMG LLC DRTMG LLC is primarily engaged in renting and leasing real estate properties. The Debtor owns four single family dwellings and one multi-family home, all are located in Westerville and Columbus, Ohio having a total current value of $1,789,400. DRTMG LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-51398) on April 12, 2024. In the petition signed by Nathanael Thompson, president/sole member, the Debtor disclosed $1,789,400 in assets and $1,395,374 in liabilities. Judge Mina Nami Khorrami oversees the case. Kenneth L. Sheppard, Jr., Esq., at Sheppard Law Offices Co., LPA serves as the Debtor's counsel. ECHOSTAR CORP: DDBS Debt Negotiations With Milbank AHG Unsuccessful ------------------------------------------------------------------- EchoStar Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company engaged in negotiations with certain holders of various senior debt securities issued by DISH DBS Corporation that are members of an ad hoc group of holders of DDBS securities represented by Milbank LLP. Such negotiations concerned a potential transaction involving: (i) an exchange of certain DDBS Notes for new secured notes with an extended maturity date, at an exchange ratio reflecting discounts to the face amount of the DDBS Notes and premia to market prices for the DDBS Notes; and (ii) certain holders of DDBS Notes, including members of the Milbank AHG, lending new money to the Company. Such negotiations concluded, and the Company and members of the Milbank AHG did not reach an agreement with respect to a transaction. The Company remains engaged with various other parties regarding possible financing transactions. About EchoStar Corporation EchoStar Corporation (Nasdaq: SATS) -- www.echostar.com -- is a provider of technology, networking services, television entertainment, and connectivity, offering consumer, enterprise, operator, and government solutions worldwide under its EchoStar, Boost Mobile, Boost Infinite, Sling TV, DISH TV, Hughes, HughesNet, HughesON, and JUPITER brands. In Europe, EchoStar operates under its EchoStar Mobile Limited subsidiary, and in Australia, the Company operates as EchoStar Global Australia. EchoStar reported a net loss of $1.63 billion for the year ended Dec. 31, 2023, compared to net income of $2.53 billion for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $55.55 billion in total assets, $35.71 billion in total liabilities, and $19.84 billion in total stockholders' equity. Denver, Colorado-based KPMG LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated Feb. 29, 2024, citing that the Company has debt maturing in 2024 and expects to use a substantial amount of cash in the next twelve months. This raises substantial doubt about the Company's ability to continue as a going concern. ECHOSTAR CORP: Launches Exchange Offers and Consent Solicitations ----------------------------------------------------------------- EchoStar Corporation announced that it has commenced offers to exchange (i) any and all of the 0% Convertible Notes due 2025 issued by its subsidiary DISH Network Corporation and (ii) any and all of the 3.375% Convertible Notes due 2026 issued by DISH, for the applicable principal amount of 6.75% Senior Secured Notes due 2030 and 3.875% Convertible Secured Notes due 2030 to be issued by EchoStar, in each case, pursuant to the terms described in a preliminary prospectus and consent solicitation statement, dated Oct. 10, 2024. As previously disclosed, EchoStar and certain of its subsidiaries entered into a transaction support agreement with certain eligible holders of the DISH Network 2025 Notes and the DISH Network 2026 Notes, which now collectively represent over 90% of the aggregate principal amount outstanding of the Existing DISH Notes, pursuant to which, such eligible holders have agreed, subject to the terms and conditions set forth therein, to tender their Existing DISH Notes in the exchange offers. Tenders by such supporting eligible holders party to the Transaction Support Agreement will satisfy the Minimum Tender Condition to the exchange offers. The following describes certain terms of the exchange offers: (1) Title of Existing DISH Notes: 0% Convertible Notes due 2025 CUSIP/ISIN Number: 25470MAF6/US2547MAF68 Principal Amount Outstanding: $1,957,197,000 Exchange Consideration: $524.30 of EchoStar Exchange Notes and $400.70 of EchoStar Convertible Notes (2) Title of Existing DISH Notes: 3.375% Convertible Notes due 2026 CUSIP/ISIN Number: 25470MAB5/US2547MAB54 Principal Amount Outstanding: $2,908,799,000 Exchange Consideration: $465.90 of EchoStar Exchange Notes and $400.70 of EchoStar Convertible Notes The EchoStar Notes will be guaranteed by certain of EchoStar's subsidiaries, and such guarantees will be secured equally and ratably with certain other secured indebtedness on a first-priority basis, subject to permitted liens and certain exceptions, and subject to a first lien intercreditor agreement, by (i) a lien on all licenses, authorizations and permits issued from time to time by the FCC for use of the AWS-3 Spectrum and for the use of the AWS-4 Spectrum held by certain of EchoStar's subsidiaries that, on or after the date of issuance of the EchoStar Notes, hold any Spectrum Assets; (ii) the proceeds of any Spectrum Assets; and (iii) a lien on the equity interests held by an entity that directly owns any equity interests in any Spectrum Assets Guarantor. The EchoStar Notes will not have recourse to any assets of any other subsidiary of EchoStar other than as set forth above. Concurrently with the exchange offers, EchoStar is also soliciting consents from holders of each series of the Existing DISH Notes to amend the terms of the applicable series of Existing DISH Notes and the indentures governing such Existing DISH Notes to, among other things, eliminate certain events of default (including any cross-defaults related to any payment, bankruptcy or other defaults of any DISH subsidiary) and substantially all of the restrictive covenants in each such indenture and the Existing DISH Notes of the applicable series, including, but not limited to, the merger covenant, the reporting covenant and to make certain conforming changes to each such indenture and the Existing DISH Notes of the applicable series to reflect the proposed amendments. Holders may not consent to the Proposed Amendments without tendering the applicable Existing DISH Notes in the relevant exchange offer, and holders may not tender Existing DISH Notes of any series for exchange without consenting to the Proposed Amendments for such series. Each exchange offer and consent solicitation is a separate offer and/or solicitation, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in EchoStar's sole discretion, and without amending, extending, terminating or withdrawing any other exchange offer or consent solicitation. Additionally, notwithstanding any other provision of the exchange offers, EchoStar's obligations to accept and exchange any of the Existing DISH Notes validly tendered pursuant to an exchange offer is subject to the satisfaction or waiver of certain conditions, as described in the Registration Statement, and EchoStar expressly reserves its right, subject to applicable law, to terminate any exchange offer and/or consent solicitation at any time. The exchange offers and consent solicitations will expire one minute after 11:59 p.m., New York City time, on Nov. 7, 2024, or any other date and time to which EchoStar extends such period for such exchange offer or consent solicitation in its sole discretion. To be eligible to receive the applicable exchange consideration in the applicable exchange offer and consent solicitation, holders must validly tender and not validly withdraw their Existing DISH Notes and validly deliver and not revoke their consents at or prior to the Expiration Date. Holders may withdraw tendered Existing DISH Notes at any time prior to the Expiration Date. Any Existing DISH Notes withdrawn pursuant to the terms of the applicable exchange offer and consent solicitation shall not thereafter be considered tendered for any purpose unless and until such notes are again tendered pursuant to the applicable exchange offer and consent solicitation. Existing DISH Notes not exchanged in the exchange offers and consent solicitations will be returned to the tendering holder at EchoStar's expense promptly after the expiration or termination of the exchange offers and consent solicitations. A registration statement on Form S-4 relating to the EchoStar Notes has been filed with the Securities and Exchange Commission but has not yet become effective. The consummation of each exchange offer and consent solicitation is subject to, and conditional upon, the satisfaction or, where permitted, waiver of certain conditions including, among other things, the effectiveness of the Registration Statement, and at least 90% of the outstanding principal amount of the applicable series of Existing DISH Notes being validly tendered and not properly withdrawn prior to the Expiration Date, which will be satisfied with the participation from the eligible holders party to the Transaction Support Agreement. All conditions to each exchange offer and consent solicitation must be satisfied or, where permitted, waived, on or prior to the Expiration Date. For the avoidance of doubt, EchoStar reserves the right to waive in its sole and absolute discretion the Minimum Tender Condition and accept any and all Existing DISH Notes validly tendered and not validly withdrawn at or prior to the expiration date. D.F. King & Co., Inc. is acting as exchange agent and information agent for the exchange offers and consent solicitations. About EchoStar Corporation EchoStar Corporation (Nasdaq: SATS) -- www.echostar.com -- is a global fully integrated communications and content delivery leader and provider of technology, spectrum, engineering, manufacturing, networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government solutions worldwide under its EchoStar, Boost Mobile, Sling TV, DISH TV, Hughes, HughesNet, HughesON, and JUPITER brands. In Europe, EchoStar operates under its EchoStar Mobile Limited subsidiary and in Australia, the company operates as EchoStar Global Australia. Denver, Colorado-based KPMG LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated Feb. 29, 2024, citing that the Company has debt maturing in 2024 and expects to use a substantial amount of cash in the next twelve months. This raises substantial doubt about the Company's ability to continue as a going concern. ECO PRESERVATION: Hires Christian & Small as Special Counsel ------------------------------------------------------------ Eco Preservation, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Christian & Small, LLP as special counsel. The firm will assist the Debtors in connection with matters related to the petition for Certiorari to the United States Supreme Court and the prosecution of the appeal of the decisions of the Eleventh Circuit Court of Appeals in the case of Lindsay Davis, et. al versus J. Michael White et. al (Case no. 22-12913), Nicole Slone et. al versus J. Michael White et. al (Case no. 22-12915) and Monica Lawrence et. al J. Michael White et. al (Case no. 22-12916). The hourly rates of the firm's counsel and staff are as follows: Bill D. Bensinger $600 Associates $400 Paralegals $300 In addition, the firm will seek reimbursement for expenses incurred. The Debtor will provide a retainer in the amount of $60,000. Bill Bensinger, Esq., an attorney at Christian & Small, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bill D. Bensinger, Esq. Christian & Small LLP 1800 Financial Center 505 North 20th Street Birmingham, AL 35203 Tel: (205) 250-6626 Fax: (205) 328-7234 Email: bdbensinger@csattorneys.com About Eco Preservation ECO Preservation LLC is a provider of water, sewage and other systems. ECO Preservation LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 22-02429) on Oct. 5, 2022. In the petition filed by J Michael White, as managing member, the Debtor reported assets and liabilities between $1 million and $10 million each. SERMA Holdings, LLC, also sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 22-02430) on Oct. 5, 2022, estimating assets of less than $50,000 and debt of $1 million to $10 million. The manager of the Debtor, John Michael White, Sr., also filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 22-02431) on Oct. 5, 2022. The Debtors are represented by Harry P Long of The Law Offices of Harry P. Long, LLC. EL DORADO GAS: Trustee Selling Vehicles, Equipment in Jackson, MS ----------------------------------------------------------------- Dawn Ragan, the duly appointed Trustee for the bankruptcy estates of the debtors, Hugoton Operating Company Inc. and El Dorado Gas & Oil Inc., Independent Manager of Bluestone Natural Resources II, and Independent Director of World Aircraft Inc., filed a tenth motion to seek approval from the U.S. Bankruptcy Court for the Southern District of Mississippi, to sell vehicles, equipment, and other personal property in an online auction, free and clear of liens, claims, rights, encumbrances, and other interests. The Trustee has identified extensive amounts of equipment, machinery and other personal property owned by the Debtors which are stored and housed in over 37 different locations across several states and Canada. The Trustee has retained Tiger Capital Group, LLC to assist with the process of inventorying, cataloging, and, where appropriate, selling each item of equipment. The Trustee indicates that the proposed sale terms and procedures will facilitate an orderly and efficient sale of the Equipment, and has requested to dispose of it through auction. The Trustee proposes that the sale will be conducted through virtual Auction on or after November 14, 2024 for the Equipment that are located in Jackson, Mississippi. The properties are owned by either World Aircraft or El Dorado. The Auction will be advertised online and in print and Tiger Capital intends to publish notice on its website and, electronic mail distribution lists, print and regular mail campaigns. Tiger Capital further suggests that the Trustee will send direct mailings to targeted recipients, engage in telemarketing campaigns and engage a public relations company to assist with the promotion of auction sales. The Trustee maintains that the Equipment will be sold "as is", "where is", without any representations of any kind or nature whatsoever, including as to merchantability or fitness for a particular purpose, and without warranty or agreement as to the condition of such personal property. About El Dorado Gas & Oil Inc. and Hugoton Operating Company Hugoton and El Dorado are both Arkansas corporations engaged in the exploration, production, and development of crude oil and natural gas properties. El Dorado is a lease holder and operator of oil and gas wells covering about 4,000 net acres in South Texas. El Dorado also owns a substantial amount of oil field equipment and owns real estate in multiple locations and states. Hugoton also owns oil and gas interests and operates wells in South Texas. Hugoton Operating Company, Inc. filed a voluntary Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51139) on Aug. 14, 2023. El Dorado Gas & Oil, Inc., a company in Gulfport, Miss., filed Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51715) on Dec. 22, 2023, with $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Thomas L. Swarek, president, signed the petition. Judge Katharine M Samson oversees the cases. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is counsel to Debtor Bluestone Natural Resources II-South Texas, LLC and World Aircraft, Inc. R. Michael Bolen, Esq., at Hood & Bolen, PLLC; and Nancy Ribaudo, Esq., Katherine Hopkins, Esq., and Joseph Austin, Esq., at Kelly Hart & Hallman LLP, serve as counsel to Dawn Ragan, Chapter 11 Trustee for El Dorado Gas & Oil, Inc. and Hugoton Operating Company, Inc. EMG UTICA: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned a 'B+' issuer credit rating to assigned a 'B+' issuer credit rating to EMG CV. The outlook is stable. S&P said, "Simultaneously, we assigned a 'B+' issue-level rating and a '3' recovery rating to the senior secured term loan B. The '3' recovery rating on the term loan B is based on our expectation for meaningful (rounded estimate: 55%) recovery in the event of a payment default. "The stable outlook reflects our expectation for stable distributions from MWE Utica and Dry Gas and debt to EBITDA between 2.0x-3.0x over the next two years.. The outlook is stable. "Simultaneously, we assigned a 'B+' issue-level rating and a '3' recovery rating to the senior secured term loan B. The '3' recovery rating on the term loan B is based on our expectation for meaningful (rounded estimate: 55%) recovery in the event of a payment default. "The stable outlook reflects our expectation for stable distributions from MWE Utica and Dry Gas and debt to EBITDA between 2.0x-3.0x over the next two years. "Our 'B+' issuer credit rating on EMG reflects the differentiated credit quality compared to its investee companies, MWE Utica and Dry Gas. EMG CV holds a 41% equity interest in MWE Utica and a 33% equity interest in Dry Gas and will receive distributions in proportion to its equity ownership in each. EMG CV relies on these distributions to service its $465 million term loan B because it does not have other substantive assets. As a result, our view on EMG CV's credit profile incorporates its financial ratios, its ability to influence the investee companies' financial policy, cash flow stability of the investee companies, and the ability to liquidate its investment in MWE Utica and Dry Gas to repay the term loan. "We expect the company to receive steady distributions from both MWE Utica and Dry Gas. Both MWE Utica's and Dry Gas' cash flows are supported by fixed-fee contracts. MWE Utica has long-term contracts with several different counterparties, with investment-grade customers accounting for 25% of expected volumes. In addition, MWE Utica has a limited number of MVC contracts, approximately 12% of expected 2025 volumes. The majority of Dry Gas's volumes are from a single counterparty, Ascent Resources LLC." That said, both investee companies produce volumes derived from long-term acreage dedications. There is a potential for volumetric risk due to the fixed-fee contract structures, minimal MVCs, and a counterparty profile of primarily speculative-grade customers. As a result, given the volumetric risk coupled with fixed-fee acreage dedicated backed contracts, S&P limits its assessment of cash flow stability to neutral. S&P said, "Our positive view of EMG's corporate governance and financial policy are influenced by its significant governance rights in both investee companies. All MWE Utica's and Dry Gas' available cash flows are required to be distributed up to its owners, EMG CV and MPLX, on a monthly basis. As such, we believe MWE Utica and Dry Gas are incentivized to maintain consistent distributions. EMG CV has notable influence on the board of directors of each company, with two out of five seats at MWE Utica and two out of six seats at Dry Gas. Any material decisions require the approval of each member with at least 20% membership interest, including approval of budgets, additional debt incurrences, and changes to the distribution policy. "We forecast that EMG's S&P Global Ratings-adjusted debt to EBITDA will be about 3x-3.25x in 2025 and EBITDA interest coverage ratio of about 4.25x-4.5x. We expect increased volumes at MWE Utica, partially offset by declining volumes at Dry Gas to support stable EBITDA over our forecasted period. We foresee a positive trend, with leverage decreasing to about 2.5x-3x in 2026. The term loan has a mandatory amortization of 1% per year. Aside from a one-time debt repayment of approximately $10 million, which we expect will occur in the first quarter of 2025, we do not foresee cash flow sweeps over the forecasted period, as we expect leverage to remain below 3.25x over our base case, which is the minimum threshold for excess cash flow sweeps to occur. "Our view of EMG's ability to liquidate its investments in MWE Utica and Dry Gas is negative because neither company is publicly traded. "The stable outlook reflects our expectation that EMG will receive steady cash distributions from both JVs--MWE Utica and Dry Gas. Our outlook is supported by our expectation of S&P Global Ratings-adjusted debt to EBITDA between 2.0x-3.0x over our forecasted period." S&P could take a negative rating action if: -- S&P expects EMG CV will sustain debt to EBITDA greater than 4.5x or interest coverage less than 3.0x. This could occur due to lower-than-anticipated distributions from MWE Utica or Dry Gas; or -- If credit quality at MWE Utica or Dry Gas declines. Although unlikely at this time, S&P could take a positive rating action on EMG CV if: -- It maintains debt to EBITDA below 2.0x and interest coverage above 5.0x; or -- If in S&P's view the credit quality at MWE Utica and Dry Gas improves. Environmental factors are a negative consideration in S&P's credit rating analysis. EMG holds 41% noncontrolling equity interest in MWE Utica and 33% noncontrolling equity interest in Dry Gas, where both JVs own natural gas gathering and processing assets in the Utica Shale. This exposes the company to climate transitions risks that could affect future gas supply or drilling active of EMG's major shippers. Other direct environmental risks relate to potential gas leaks and the damaging effects to the environment. FIG & FENNEL: Gets OK to Use Cash Collateral Until Oct. 30 ---------------------------------------------------------- Fig & Fennel at Mia, LLC and its affiliates received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to use collateral until Oct. 30. The interim order approved the use of cash collateral to pay operating expenses in accordance with the companies' proposed budget, with a 10% variance. To protect creditors including Newtek Small Business Finance, Inc. and the U.S. Small Business Administration, the court granted these creditors replacement liens. In addition, the court ordered the companies to make interest-only payments to Newtek. In case of non-payment, Newtek must notify the companies of any default. If the companies fail to rectify the default within 10 days, Newtek may seek further relief regarding its cash collateral rights. The next hearing is scheduled for Oct. 30. About Fig & Fennel at Mia Fig & Fennel at MIA, LLC and affiliates own and operate restaurants offering a broad selection of grab-and-go sandwiches, salads, bowls, snacks, desserts, and more. The Debtors filed Chapter 11 petitions (Bankr. S.D. Fla. Lead Case No. 23-18515) on October 18, 2023. Robert Siegmann, manager, signed the petitions. At the time of the filing, Fig & Fennel at MIA reported $2,956,271 in total assets and $523,057 in total liabilities. Judge Scott M. Grossman oversees the cases. Adam Leichtling, Esq., at Lapin & Leichtling, LLP, is the Debtors' legal counsel. FOCUS UNIVERSAL: Regains Nasdaq Compliance After Market Transfer ---------------------------------------------------------------- As previously disclosed on September 20, 2024, Focus Universal Inc. received a written notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC, notifying the Company that it approved the Company's request to transfer the listing of the Company's securities from the Nasdaq Global Market to the Nasdaq Capital Market effective as of September 23, 2024. Nasdaq's Staff has determined that for the 10 consecutive business days prior to September 25, 2024, the Company's minimum market value of publicly held shares has been $1,000,000 or greater as required by Listing Rule 5550(a)(5). Accordingly, the Company has regained compliance with the MVPHS Rule, and the Staff has indicated that this matter is now closed. About Focus Universal Focus Universal Inc. (NASDAQ: FCUV) is a provider of patented hardware and software design technologies for Internet of Things (IoT) and 5G. The company has developed five disruptive patented technology platforms with 28 patents and patents pending in various phases and 8 trademarks pending in various phases to solve the major problems facing hardware and software design and production within the industry today. These technologies combined to have the potential to reduce costs, product development timelines, and energy usage while increasing range, speed, efficiency, and security. Los Angeles, Calif.-based Weinberg & Company, P.A., the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has experienced negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. Focus Universal had a net loss of $4,718,142 and $4,926,937 for the years ended December 31, 2023 and 2022, respectively. As of June 30, 2024, Focus Universal had $4,855,198 in total assets, $3,695,543 in total liabilities, and $1,159,655 in total stockholders' equity. FULCRUM BIOENERGY: Comm. Taps Dundon Advisers as Financial Adviser ------------------------------------------------------------------ The official committee of unsecured creditors of Fulcrum Bioenergy Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Dundon Advisers LLC as its financial advisor. The firm will render these services: a. assist in the analysis, review, and monitoring of the restructuring process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; b. analyze the proposed use of cash collateral from the perspective of adequacy of liquidity and proper inclusion and exclusion of assets of the Debtors as collateral therefore; c. support and augment the Debtors' sale process, as appropriate and without duplication of material efforts of the Debtors' adviser in the performance of its duties as set forth in its retention application; d. develop a sufficient understanding of the Debtors' businesses and operations optimization to support the Committee superintendence of the sales process and preparation for any contingencies; e. monitor, and to the extent appropriate, assist the Debtors in efforts to develop and solicit transactions which would support unsecured creditor recovery; f. assist the Committee in identifying, valuing, and pursuing estate causes of action, including, but not limited to, relating to pre-petition transactions, control person liability, and lender liability and potential fraudulent transfers; g. assist the Committee to address claims against the Debtors and to identify, preserve, value, and monetize tax assets of the Debtors; h. advise the Committee in negotiations with the Debtors and third parties; i. assist the Committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, cash budgets, and monthly operating reports; j. review and provide analysis of any proposed disclosure statement and Chapter 11 plan and if appropriate, assist the Committee in developing an alternative Chapter 11 Plan; k. attend meetings and assist in discussions with the Committee, the Debtors, the secured lenders, the U.S. Trustee, and other parties in interest and professionals; l. present at meetings of the Committee, as well as meetings with other key stakeholders and parties; m. perform such other advisory services for the Committee as may be necessary or proper in these proceedings, subject to the aforementioned scope; and n. provide testimony on behalf of the Committee as and when may be deemed appropriate. The firm will be paid at these rates: Principal $960 per hour Managing Director $850 per hour Senior Adviser $850 per hour Senior Director $755 per hour Director $700 per hour Associate Director $590 per hour Senior Associate $485 per hour Associate $350 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew Dundon, a principal at Dundon Advisers, 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: Matthew Dundon Dundon Advisers LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Telephone: (917) 838-1930 Email: md@dundon.com About Fulcrum Bioenergy Fulcrum Bioenergy Inc. operates as a clean energy company described as a pioneer in sustainable aviation fuel (SAF) production. Fulcrum Bioenergy Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12008) on Sept. 9, 2024. In the petition filed by Mark J. Smith, as chief restructuring officer, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $100 million and $500 million. The Honorable Bankruptcy Judge Thomas M. Horan handles the case. The Debtors tapped MORRIS, NICHOLS, ARSHT & TUNNELL LLP as counsel; and DEVELOPMENT SPECIALISTS, INC., as investment banker. KURTZMAN CARSON CONSULTANTS, LLC, d/b/a VERITA GLOBAL, is the claims agent. FULCRUM BIOENERGY: Comm. Taps Eversheds Sutherland as Co-Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Fulcrum Bioenergy Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Eversheds Sutherland (US) LLP as its co-counsel. The firm's services include: a. rendering legal advice regarding the Committee's organization, duties, and powers in these Chapter 11 Cases; b. assisting the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors; c. participating in the Debtors' proposed sale processes for substantially all of their assets and advising the Committee with respect to the same; d. analyzing any chapter 11 plan and related disclosure statement filed by the Debtors; e. attending meetings of the Committee and meetings with the Debtors, the DIP Lender, and their attorneys and other professionals, and participating in negotiations with these parties, as requested by the Committee; f. taking all necessary action to protect and preserve the interests of the Committee, including the possible prosecution of actions on its behalf and investigations concerning litigation in which the Debtors or their insiders are involved; g. assisting the Committee with respect to communications with the general unsecured creditor body about significant matters in these Chapter 11 Cases; h. reviewing, analyzing, and, where necessary, challenging, claims filed against the Debtors' estates and alleged liens on assets of the bankruptcy estates; i. representing the Committee in hearings before the Court, appellate courts, and other courts in which matters may be heard, and representing the interests of the Committee before those courts; j. assisting the Committee in preparing all necessary motions, applications, responses, reports, and other pleadings in connection with the administration of these cases; and k. providing such other legal assistance as the Committee may deem necessary and appropriate. The hourly rates of the firm's counsel and staff are as follows: Partners $865 to $1885 Counsel, Of Counsel & Senior Counsel $505 to $1545 Associates $420 to $950 Other Professionals $250 to $645 In addition, the firm will seek reimbursement for expenses incurred. Todd Meyers, Esq., a partner at Eversheds Sutherland (US), also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: a. Eversheds did not agree to a variation of its standard or customary billing arrangements for this engagement; b. None of the professionals included in this engagement have varied their rate based upon the geographic location of the Chapter 11 Cases; and c. The Committee retained Eversheds on September 21, 2024. The billing rates for the 2024 year prior to this application are the same as indicated in this Application; d. Eversheds anticipates filing a budget at the time it files its interim fee applications. In accordance with the United States Trustee Guidelines, the budget may be amended as necessary to reflect changed circumstances or unanticipated developments. Mr. Meyers 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: Todd C. Meyers, Esq. EVERSHEDS SUTHERLAND (US) LLP 999 Peachtree Street NW, Suite 2300 Atlanta, GA 30309 Telephone: (404) 868 -6645 Email: ToddMeyers@eversheds-sutherland.com About Fulcrum Bioenergy Fulcrum Bioenergy Inc. operates as a clean energy company described as a pioneer in sustainable aviation fuel (SAF) production. Fulcrum Bioenergy Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12008) on Sept. 9, 2024. In the petition filed by Mark J. Smith, as chief restructuring officer, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $100 million and $500 million. The Honorable Bankruptcy Judge Thomas M. Horan handles the case. The Debtors tapped MORRIS, NICHOLS, ARSHT & TUNNELL LLP as counsel; and DEVELOPMENT SPECIALISTS, INC., as investment banker. KURTZMAN CARSON CONSULTANTS, LLC, d/b/a VERITA GLOBAL, is the claims agent. FULCRUM BIOENERGY: Committee Hires Morris James LLP as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Fulcrum Bioenergy Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Morris James LLP as its counsel. The firm's services include: a. providing legal advice and assistance to the Committee in its consultations with the Debtors relative to the Debtors' administration of the Chapter 11 Cases; b. reviewing and analyzing all applications, motions, orders, statements of operations and schedules filed with the Court by the Debtors or third parties, advising the Committee as to their propriety, and, after consultation with the Committee, taking appropriate action; c. preparing necessary applications, motions, answers, orders, reports, and other legal papers on behalf of the Committee; d. representing the Committee at hearings held before the Court and communicating with the Committee regarding the issues raised, as well as the decisions of the Court; and e. performing other legal services for the Committee which may be reasonably required in this proceeding. The firm will be paid at these rates: Jeffrey R. Waxman, Partner $885 per hour Eric J. Monzo, Partner $825 per hour Christopher M. Donnelly, Associate $390 per hour Stephanie Lisko, Paralegal $365 per hour Douglas J. Depta, Paralegal $365 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Morris James provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: a. Morris James did not agree to a variation of its standard or customary billing arrangements for this engagement; b. None of the professionals included in this engagement have varied their rate based upon the geographic location of the Chapter 11 Cases; and c. The Committee retained Morris James on September 23, 2024. The billing rates for the period prior to this application are the same as indicated in this application; d. Morris James anticipates filing a budget at the time it files its interim fee applications. In accordance with the United States Trustee Guidelines, the budget may be amended as necessary to reflect changed circumstances or unanticipated developments. Jeffrey Waxman, Esq., a partner at Morris James 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: Jeffrey R. Waxman, Esq. Eric J. Monzo, Esq. Christopher M. Donnelly, Esq. 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Telephone: (302) 888-6800 Email: jwaxman@morrisjames.com emonzo@morrisjames.com cdonnelly@morrisjames.com About Fulcrum Bioenergy Fulcrum Bioenergy Inc. operates as a clean energy company described as a pioneer in sustainable aviation fuel (SAF) production. Fulcrum Bioenergy Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12008) on Sept. 9, 2024. In the petition filed by Mark J. Smith, as chief restructuring officer, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $100 million and $500 million. The Honorable Bankruptcy Judge Thomas M. Horan handles the case. The Debtors tapped MORRIS, NICHOLS, ARSHT & TUNNELL LLP as counsel; and DEVELOPMENT SPECIALISTS, INC., as investment banker. KURTZMAN CARSON CONSULTANTS, LLC, d/b/a VERITA GLOBAL, is the claims agent. GMS HOLDINGS: Seeks to Hire Compass RE as Real Estate Agent ----------------------------------------------------------- GMS Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Stephen Brush, a duly licensed Real Estate Agent, and Compass RE, to market and sell its real property. The firm will receive a commission in an amount not to exceed 6 percent of the gross proceeds of the sale. Mr. Brush assured the court that his firm has no adverse interests to the Debtor or the bankruptcy estate or any creditors. The firm can be reached through: Stephen Brush Compass RE 530 W Main Street Hendersonville TN 37075 Mobile: (615) 828-6155 Office: (615) 475-5616 Email: stephen.brush@compass.com About GMS Holdings GMS Holdings LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). GMS Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-03719) on Sept. 27, 2024. In the petition filed by Charles Larr Thorne, as chief manager, the Debtor reports between $1 million and $10 million each. The Honorable Bankruptcy Judge Charles M. Walker handles the case. The Debtor is represented by Jay Lefkovitz, Esq. at Lefkovitz & Lefkovitz, PLLC. GRANITE GENERATION: S&P Withdraws 'B+' ICR on Debt Repayment ------------------------------------------------------------ S&P Global Ratings has withdrawn its 'B+' issuer credit rating and issue-level senior secured rating on Granite Generation LLC because all of the company's debt has been repaid. At the time of the withdrawal, the rating outlook was negative. Granite Generation LLC is now part of Lightning Power LLC, a newly formed independent power producer (IPP) owned by LS Power with about 10.8 gigawatts (GW) of gas-fired generation. Lightning Power LLC's capital structure now comprises a $1.75 billion term loan B due 2031 and $1.5 billion senior secured notes due 2032. HDT HOLDCO: Moody's Lowers CFR to Caa2 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings downgraded HDT Holdco, Inc.'s corporate family rating and probability of default rating to Caa2 and Caa2-PD from Caa1 and Caa1-PD, respectively. Moody's also downgraded the senior secured bank credit facilities to Caa2 from Caa1. The outlook is changed to stable from negative. The downgrades reflect expected negative free cash flow and weak interest coverage through fiscal 2024 ending June 30. Moody's expect sizable working capital release in the first half of fiscal 2025 but the company has yet to sustain improvement in funds from operations. Demand for expeditionary products declined significantly following the US army's withdrawal from Afghanistan in 2021; however, Moody's expect revenue to grow over the next several quarters. The stable outlook reflects Moody's view that operating performance will improve, albeit gradually over the next 12-18 months and contribute to a reduction in leverage. RATINGS RATIONALE The Caa2 CFR reflects HDT's small scale, volatile operating performance and weak liquidity. Liquidity is weak with negative free cash flow and limited availability under the company's credit facilities. Moody's expect working capital to improve free cash flow in fiscal 2025. However, the company's longer-term ability to sustain positive free cash flow continues to remain an important question since the US Army's withdrawal from Afghanistan in 2021. HDT's small scale limits its ability to absorb operating challenges. The ratings are supported by HDT's sole-source and incumbency positions on many of its contracts with the US army. The company benefits from patent protection on some of its proprietary technology. Moody's expect that revenue growth will be modest at best over the next 12-18 months. Expense reduction initiatives and growth strategies have the potential to augment longer-term profitability. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if HDT sustains at least breakeven free cash flow while improving operating performance. The ratings could be downgraded if the probability for a distressed exchange increases or if liquidity weakens. HDT Holdco, Inc. ("HDT") is a leading provider of expeditionary solutions serving defense and government customers. Products include expeditionary shelters and accessories, environmental control units, power generators and management systems, specialty vehicles, robotics, and other technical products. The company is owned by entities of Nexus Capital Management. HDT generated $297 million of revenue during the twelve months ended March 31, 2024. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. HEARTWISE INC: Vitamins Online Entitled to Payment of $14.5MM Claim ------------------------------------------------------------------- Judge Dale A. Kimball of the United States District Court for the District of Utah ruled on several motions filed by the parties in the case captioned as VITAMINS ONLINE, INC., a Delaware corporation, Plaintiff, v. HEARTWISE, INC., an Oregon corporation, Defendant, Civil Action No.: 2:13-cv-00982-DAK (D. Utah). This matter is before the Court on plaintiff and judgment creditor Vitamins Online, Inc.'s Motion to Collect the Judgment and intervenor Magleby Cataxinos & Greenwood, PC, k/n/a Magleby Cataxinos, PC.'s Cross-motion To Confirm Entitlement to Receive Settlement Funds from the Bankruptcy Court. Defendant Heartwise, Inc. and MCG oppose the Motion, and VO opposes the Cross-motion. During an Emergency Zoom Status Conference held August 29, 2024, the parties agreed that the Court should decide the Motion and Cross-motion on the briefs without oral argument. The District Court ruled as follows: -- VO's Motion to Collect Judgment is granted; -- MCG's Cross-Motion to Confirm Entitlement to Receive Settlement Funds from the Bankruptcy Court is denied; -- VO has the exclusive right to collect the Judgment directly from Heartwise; -- VO's Claim 3 is allowed under bankruptcy law, and VO has been entitled to payment of Claim 3 in the amount of $14.5 million since January 3, 2022. On October 28, 2013, VO filed a complaint against Heartwise in this Court alleging Heartwise engaged in false advertising and unfair competition against VO in violation of the Lanham Act and Utah common law. After years of litigation and a three-week long bench trial, the Court entered its Findings of Fact and Conclusions of Law holding Heartwise liable to VO under both federal and state law. The Court entered a money judgment in favor of VO and against Heartwise on November 10, 2020. On December 3, 2020, Heartwise filed a Notice of Appeal of the Judgment to the U.S. Court of Appeals for the Tenth Circuit. Pertaining to enforcement and execution of the Judgment, Heartwise neither moved the District Court nor the Tenth Circuit for a stay pending appeal. On December 4, 2020, Heartwise filed a bankruptcy petition in the U.S. Bankruptcy Court for the Central District of California, commencing the bankruptcy case In re Heartwise, No. 8:20-bk-13335-SC. The filing of the bankruptcy petition vested all property of Heartwise into the bankruptcy estate and stayed enforcement of the Judgment against the Estate by imposing an "automatic stay." On April 28, 2021, VO filed Proof of Claim 3-2 ("Claim 3") for $14,426,972 in the Bankruptcy Case, which it supported by attaching a copy of the Judgment as an exhibit. VO attached to its proof of claim a statement summarizing its calculations of the amount of the debt Heartwise owed to VO, and that VO intended to "seek attorneys' fees spent in the bankruptcy case to enforce its judgment, plus will seek post judgment interest. On May 28, 2021, MCG filed a competing Proof of Claim 5-2 ("Claim 5") for $14,500,000 in the Bankruptcy Case to collect the Judgment, which it supported by attaching a copy of the Judgment and a heavily-redacted copy of its Engagement Letter with VO. Importantly, Heartwise was not a party to the Letter. MCG argued that based on the Letter, "all payments that would otherwise be paid to VO on account of its Proof of Claim [3] should be paid to MCG." Concurrently, MCG filed a Limited Objection to Amended Claim of Vitamins Online, Inc. [Claim No. 3-2] making the same arguments based on the Letter asserted in MCG's Claim 5. Heartwise's reorganization plan went effective on January 3, 2022, on which date Heartwise paid $14.5 million into the Bankruptcy Court's registry and mailed checks to pay the rest of Class 1 creditors, which, according to Heartwise, "pays all Class 1 claimants' claims in full, with interest." On January 18, 2022, Heartwise filed an objection to Claims 3 and 5 Heartwise objected to Claims 3 and 5 on grounds that under "the Plan and the Confirmation Order, no monies are to be released from the Bankruptcy Court's registry until the appeal of the Judgment to the Tenth Circuit, and cross-appeal, and any subsequent proceedings have concluded," and because "the Judgment should be overturned, and no amounts paid to Vitamins Online. Ergo, both Claim Nos. 3 and 5 should be disallowed in their entirety." On January 24, 2022, the Bankruptcy Court held a hearing to determine the allowance of competing Claims 3 and 5. At the outset of the hearing, VO proposed that MCG stipulate to its maximum claimed contingency fee of $3.375 million being disbursed directly to MCG from the Bankruptcy Court's registry, and the rest to VO, each party reserving their rights to contest the amount of the fee. MCG declined, insisting on collecting the entire $14.5 million. After oral argument the Bankruptcy Court ruled that Claim 3 was disallowed, VO lacked standing to bring Claim 3 to enforce the Judgment, and that MCG, not VO, was entitled to payment of the entire $14.5 million to pay Claim 5. It ruled: "the Court has determined the entirety of it $14.5 million in the court's registry should be paid to MCG." After the Effective Date of Heartwise's reorganization plan, Heartwise pursued its appeal of the Judgment to the Tenth Circuit, and VO pursued a cross-appeal. The Tenth Circuit affirmed the Judgment, including the monetary award and award of attorneys' fees, but remanded to this Court to consider the issues of entering a permanent injunction and awarding punitive damages under Utah common law. The remanded issues remain pending before the District Court. On June 13, 2024, after the Tenth Circuit affirmed the Judgment, VO moved the Bankruptcy Court to reopen the case to allow Claim 3 and overrule the MCG Objection on procedural grounds that did not require the Bankruptcy Court to decide issues of Utah contract law. The Bankruptcy Court denied that motion. VO filed the present Motion on July 22, 2024. MCG filed is opposition and the Crossmotion incorporating its opposition by reference on August 1, 2024. Heartwise also filed an opposition to the Motion on August 1, 2024. VO's Motion requests the Court to enter an order ruling: (i) "VO has the exclusive right to collect the Judgment directly from Heartwise"; and (ii) "VO's Claim 3 is allowed under bankruptcy law, and VO has been entitled to payment of Claim 3 in the amount of $14.5 million since January 3, 2022." VO contends, because the District Court found Heartwise liable "solely" to VO and entered the Judgment "solely" in VO's name, it has had the exclusive right to enforce and collect the Judgment against Heartwise. It further supports its contention based on the Tenth Circuit's decision affirming the Judgment and entering another judgment solely in VO's name against Heartwise. The District Court concludes that VO has met its burden to show it has the exclusive right to collect the Judgment as affirmed by the Tenth Circuit and is entitled to the relief it seeks unless Heartwise or MCG can successfully rebut that conclusion. MCG does not cite any case law or statute addressing how VO "varied" its right to enforce and collect the Judgment. MCG also neither argues nor explains why as a party with the alleged right to collect the Judgment against Heartwise it did not move to intervene in this case or in the Tenth Circuit appeals prior to the entry of the Judgment. MCG does not dispute that VO has the exclusive right to enforce the Judgment, but argues that upon VO's enforcement of the Judgment MCG, not VO, has the right to collect payment of the Judgment. In other words, MCG requests that payment of the Judgment be redirected to MCG upon VO's enforcement of the Judgment. The District Court notes MCG cites no legal support for this novel proposition. The District Court finds that MCG has failed to rebut VO's showing that it is entitled to enforce and collect the Judgment under Fed. R. Civ. P. 69. VO filed Claim 3 for $14,426,972 as a creditor of Heartwise's Estate. The District Court concludes that, under bankruptcy law, Claim 3 was "deemed allowed." Because the amount of VO's Claim 3, as filed, was $14,426,972, and the proof of claim stated that VO would seek attorneys' fees incurred in the Bankruptcy Case and post-petition interest, Heartwise set the amount of Claim 3 at $14.5 million in its plan and disclosure statement to include post-petition attorneys' fees, costs, and interest. VO argues that it is the only "creditor" with a "claim" and "right to payment" on the Judgment from Heartwise, that its Claim 3 is allowed under bankruptcy law, the amount of Claim 3, as set by Heartwise, is $14.5 million, and that, as the holder of an unimpaired claim, it has been entitled to payment for Claim 3 since January 3, 2022, when all of the other creditors in its Class 1 got paid. Heartwise's decision to not seek a stay of execution and to not address VO's contention that Claim 3 was left unimpaired by the reorganization plan is fatal to its argument against immediate distribution of the monies in the Bankruptcy Court's registry to VO for Claim 3. With regard to MCG's objection filed against Claim 3, VO challenges the MCG Objection as improper under the Bankruptcy Code. Specifically, VO argues that the MCG Objection cannot be sustained because it is not brought under any of the nine grounds enumerated in Sec. 502(b)(1)-(9). MCG does not address VO's argument that the MCG Objection must be overruled because it does not fall under any ground enumerated in Sec. 502(b)(1)-(9) in MCG's briefs filed with the District Court. The District Court agrees with VO. It finds that the MCG Objection does not fall under any ground enumerated in Sec. 502(b)(1)-(9), and denies MCG's request that Claim 3 be overruled/rejected and determines that the MCG Objection must be overruled for failure to comply with Sec. 502(b). In view of the foregoing, the District Court finds that VO was entitled to payment for Claim 3 as of January 3, 2022. MCG filed a cross-motion, seeking the same affirmative relief—an order from this Court determining that MCG has the exclusive right to collect the monies in the Bankruptcy Court's registry—that it does in its opposition to VO's Motion to Collect, incorporating by reference the arguments of its opposition. MCG has argued that it has the exclusive right to collect the entirety of the $14.5 million Judgment because: (1) VO assigned its collection right under the Letter to MCG; (2) VO granted MCG an irrevocable power coupled with an interest to collect payment on the Judgment; (3) MCG's statutory lien interest entitles it to collect the entire $14.5 million Judgment from Heartwise; (4) MCG did not commit malpractice; and (5) MCG did not violate the Utah Rules of Professional Conduct. The District Court says the Letter did not grant MCG an assignment or PCI that is an "enforceable obligation under applicable state law" against Heartwise. As such, the District Court concludes that MCG did not obtain the right to collect payment of the Judgment via the Letter. A copy of the Court's decision is available a thttps://urlcurt.com/u?l=KSmR0p Counsel for Vitamins Online, Inc.: Chad E. Nydegger, Esq. WORKMAN NYDEGGER 60 East South Temple, Suite 1000 Salt Lake City, UT 84111 Tel: (801) 533-9800 Fax: (801) 328-1707 Email: cnydegger@wnlaw.com About Heartwise Inc. Heartwise Incorporation -- https://www.naturewise.com/ -- is a a retail store that sells wellness and health-related supplements. Heartwise filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 20-13335) on Dec. 4, 2020, listing $7,653,717 in assets and $12,030,563 in liabilities. Tuong V. Nguyen, chief executive officer, signed the petition. Judge Mark S. Wallace oversees the case. The Law Offices of Michael Jay Berger and Trojan Law Offices serve as the Debtor's bankruptcy counsel and special counsel, respectively. Eureka Consulting, LLC is the Debtor's valuation consultant. HENDRIX FARMING: Trustee Taps Craig M. Geno as Legal Counsel ------------------------------------------------------------ Robert Alan Byrd, Chapter 11 Trustee of Hendrix Farming, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as its counsel. The firm will provide these services: a. advise and consult with the Debtor-in-Possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor-in-Possession; b. evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of Debtor as they become necessary in this proceeding. The firm will be paid at these rates: Craig M. Geno $500 per hour Associates $250 per hour Paralegals $225 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig M. Geno, Esq., a partner at Law Offices of Craig M. Geno, 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: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About Hendrix Farming, LLC Hendrix Farming, LLC, a company in Holy Springs, Miss., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13663) on Nov. 30, 2023, with $1 million to $10 million in both assets and liabilities. Robert Byrd, Esq., at Byrd & Wiser, serves as Subchapter V trustee. Judge Jason D. Woodard oversees the case. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. HO WAN KWOK: Court Affirms Preliminary Injunction Order ------------------------------------------------------- In the case captioned as HO WAN KWOK, Debtor-Appellant, v. PACIFIC ALLIANCE ASIA OPPORTUNITY FUND, and LUC A. DESPINS, Appellees, CIVIL NO. 3:23-CV-102 (KAD) (D. Conn.), Judge Kari A. Dooley of the United States District Court for the District of Connecticut affirmed the order of the United States Bankruptcy Court for the District of Connecticut granting Appellees' motion for preliminary injunction against Ho Wan Kwok. Pending before the Court is Ho Wan Kwok's appeal of the Bankruptcy Court's preliminary injunction order against him and those within his control prohibiting the intimidation and harassment of, principally, the Chapter 11 Trustee, Luc A. Despins, and Appellant's largest creditor, Pacific Alliance Asia Opportunity Fund ("PAX"). On November 22, 2022, PAX, the Debtor's largest creditor, filed a complaint and an application for a temporary restraining order and a preliminary injunction against the Debtor. PAX alleged that the Debtor had orchestrated a campaign of harassment and intimidation directed at PAX, its officers, and their families as a means of disrupting the bankruptcy proceedings. PAX sought to enjoin the Debtor and others from posting false and harassing materials about -- as well as the personal information of -- the Trustee, PAX, and their officers, employees, and relatives, and encouraging or funding protests that were occurring at their homes and offices. PAX also requested that the Debtor be rdered to remove social media posts that disclosed personal information of the Trustee, PAX, and their officers, employees, and relatives, or otherwise encouraged protests at their homes and offices. The Trustee filed a motion to intervene as a plaintiff that same day, which was subsequently granted. The Bankruptcy Court held an expedited hearing on the TRO application on November 23, 2022. PAX proffered evidence in the form of social media posts, screenshots, and information that the Debtor had been "defaming, harassing, and encouraging and organizing protests against individuals involved in the [Debtor's] Chapter 11 case, including PAX, family members of PAX's chairman, PAX's counsel, the Chapter 11 Trustee, family members of the Chapter 11 Trustee, and the Chapter 11 Trustee's counsel." Accordingly, the Bankruptcy Court entered a TRO pursuant to Federal Rule of Civil Procedure 65 and 11 U.S.C. Sec. 105(a), finding that imminent, irreparable harm to the bankruptcy estate and process was likely absent a TRO, and the need to protect against such harm outweighed any restraint on the Debtor's speech. The TRO enjoined the Debtor and his "officers, agents, servants, employees, and attorneys and other persons who are in active concert of participation with" him from: (1) posting false and harassing material about or personal information of the Trustee, PAX or PAG's officers or employees, counsel to the trustee or PAX, and their respective relatives and encouraging, inciting, suggesting, or funding protests at their homes or offices; and (2) interfering with the integrity of the bankruptcy proceedings (such as by threatening the safety of the Trustee, PAX, PAG, and their officers, employees, counsel, and relatives,); and further (3) ordered the Debtor to remove social media posts that contained false or harassing material about or the personal information of the aforementioned persons or encouraging similar conduct towards those persons. On December 5, 2022, the Bankruptcy Court began what would be a four-day evidentiary hearing on PAX's motion for a preliminary injunction. Following the evidentiary hearing, on January 11, 2023, the Bankruptcy Court issued the PI, enjoining the Debtor from the already restrained behavior and dissolving the TRO. Appellant challenges the PI as violative of the First Amendment to the United States Constitution. Appellant makes two principal arguments: (1) that the PI is an impermissible prior restraint; and (2) that the scope of the PI is not sufficiently narrowly tailored to survive strict scrutiny review. The Court concludes that the PI is sufficiently narrowly tailored to serve two compelling state interests. The PI serves two compelling state interests: (1) the state interest in protecting the "wellbeing, tranquility, and privacy of the home," ; and (2) the state interest in protecting the integrity of the bankruptcy proceedings. Appellant argues that the PI is not adequately narrowly tailored because of the "breadth of locations and people protected; arbitrary buffer zones; arbitrary time restrictions; and breadth of activities prohibited." Appellees disagree, and argue that restricting Appellant and his associates from targeting the protected parties directly in front of their homes and offices and imposing certain time and location buffers is narrowly tailored to address the compelling state interests identified herein. On balance, the Court agrees with Appellees and, upon review of the Bankruptcy Court's extensive factual findings supporting the PI, concludes that the PI is narrowly tailored to achieve its identified goals. Appellant next challenges the PI as vague, ambiguous, and overly broad. Specifically, Appellant argues that the PI: (a) fails to adequately define key terms such as "disparaged," "harassing," "action or beliefs," and "interfering"; (b) is overly broad in who it purports to protect and the sort of conduct it restrains; and (c) accordingly, fails to put this Court on notice of what it is reviewing. By contrast, Appellee contends that the PI is neither vague, ambiguous, nor overbroad, because it bars specific acts at specific places during specific times, and otherwise explicitly apprises Appellant of the conduct it prohibits. The Court agrees with Appellee and concludes that the PI, which was carefully crafted following a four-day evidentiary hearing, is sufficiently clear to give explicit notice of precisely what conduct is prohibited and to whom it applies. Appellant argues that most of the Bankruptcy Court's fact finding was impermissibly based on inadmissible hearsay, namely, unsworn "social media posts and internet videos." In response, Appellee asserts that the Bankruptcy Court was permitted to rely on hearsay evidence for the limited purpose of determining whether to award a preliminary injunction. The Court agrees with Appellees, and finds that the Bankruptcy Court appropriately considered the hearsay evidence in determining whether to grant the PI. A copy of the Court's decision is available at https://urlcurt.com/u?l=nmFPTI About Ho Wan Kwok Ho Wan Kwok sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022. Judge Julie A. Manning oversees the case. Dylan Kletter, Esq., is the Debtor's legal counsel. Ho Wan Kwok aka Guo Wengui is an exiled Chinese businessman. According to Reuters, Guo was a former real estate magnate who fled China for the U.S. in 2014 ahead of corruption charges. Guo filed for bankruptcy after a New York court ordered him to pay lender Pacific Alliance Asia Opportunity Fund $254 million stemming from a contract dispute. PAX had initially loaned two of Guo's companies $100 million in 2008 for a construction project in Beijing and sued Guo when he failed to pay off the loan. An Official Committee of Unsecured Creditors has been appointed in the case and is represented by Pullman & Comley, LLC. Luc A. Despins was appointed Chapter 11 Trustee in the case. HOMES AT LAWRENCE: Amends Secured Claims Pay Details ---------------------------------------------------- Homes at Lawrence Homeowners Association, Inc., submitted an Amended Plan of Reorganization under Subchapter V dated September 6, 2024. The Debtor has begun the process necessary to apply to the State of Florida to revitalize its Declaration, collect monthly dues and any assessments on an ongoing basis and apply its projected disposable income from future earnings, to provide for quarterly distributions to its creditors. As reflected in the Projections, the Debtor anticipates sufficient projected disposable income to make distributions to secured creditors. Upon confirmation of this Amended Plan of Reorganization, the Debtor anticipates having about $35,000 in cash, less $5,000 in fees to BA, and less $10,000 in fees to Soneet Kapila, Subchapter V Trustee. The Effective Date shall be the earlier of (i) 90 days after the revitalization of the Debtor's Declaration and (ii) April 1, 2025, with monthly payments to be paid the fifth of each month thereafter for five years. The Debtor estimates having about $15,000 in cash on the Effective Date. The Plan under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from the Debtor's collection of assessments from the homeowners. The Plan provides for all allowed secured claims to be paid in equal monthly installments over the term of the Plan. The Plan provides for full payment of administrative expenses and priority claims as reflected in the Projections. Class 2 consists of Secured claims. The Proof of Claim No. 3 (the "AFS Claim") filed by AFS shall be deemed an allowed secured claim in the amount of $200,000, with the AFS Claim being deemed paid in full via payment of $112,642 (the "Plan Distribution Amount"), with such obligation being governed by and such payment being made pursuant to the terms of the Settlement Agreement with AFS, which is reflected in the Projections, or at such earlier time(s) as the Debtor may elect, without prepayment penalty. The payment terms of the Settlement Agreement have been incorporated into the Plan projections. To the extent that there is any conflict between this Plan, the Projections, and the Settlement Agreement with respect to the treatment of the AFS Claim, the terms of the Settlement Agreement shall control. Class 3 consists of Nonpriority unsecured creditors. The Plan does not provide for payment of nonpriority unsecured Claims. The Debtor estimates revenues will be generated from the Debtor's collection of assessments on an ongoing basis upon revitalization of its Declaration, as well as levying a special assessment, or obtaining other methods of funding, if deemed necessary. Upon the Effective Date of the Plan, all property and assets of the Debtor shall re-vest in the Debtor, free and clear of all Claims, Liens, encumbrances, charges, and other interests. Such vesting does not constitute a voidable transfer under the Code or applicable non-bankruptcy law. A full-text copy of the Amended Plan dated September 6, 2024 is available at https://urlcurt.com/u?l=y0GdOC from PacerMonitor.com at no charge. Counsel for the Debtor: Jeffrey Bast, Esq. Hayley G. Harrison, Esq. BAST AMRON LLP One Southeast Third Avenue, Suite 1400 Miami, FL 33131 Tel: (305) 379-7904 Fax: (305) 379-7905 Email: jbast@bastamron.com hharrison@bastamron.com About Homes at Lawrence Homeowners Association, Inc. Homes at Lawrence Homeowners Association, Inc., is a homeowner's association located in Boynton Beach, Florida. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 23-17333) on September 13, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by BAST AMRON LLP. HUCKLEBERRY PARTNERS: Court Affirms Approval of Herbon Settlement ----------------------------------------------------------------- In the case captioned as ADAM KANTER, Appellant, v. MARK C. HEALY, and HUCKLEBERRY PARTNERS LLC, Appellees, Case No: 6:23-cv-1849-PGB (M.D. Fla.), Judge Paul G. Byron of the United States District Court for the Middle District of Florida affirmed the order of the United States Bankruptcy Court for the Middle District of Florida that approved a compromise between Huckleberry Partners, LLC's Liquidating Agent and H. James Herborn III. Mr. Kanter's appeal is dismissed. In this appeal, Mr. Kanter challenges the approval of the compromise. Mr. Herborn is a creditor in the bankruptcy action who also holds a membership interest in Debtor Huckleberry. Debtor Huckleberry is a limited liability company that was organized in 2005 by three members: Mr. Kanter; his then-wife, Stephanie Kanter; and Herborn. Debtor Huckleberry was organized to "acquire, build, own and operate" a shopping center. According to the Initial Brief, at the time Debtor Huckleberry was organized, Mr. Kanter held a 35% membership interest, Mrs. Kanter held a 35% membership interest, and Herborn held a 30% membership interest. On April 20, 2023, the Bankruptcy Court directed the Liquidating Agent, Debtor Huckleberry, and Herborn to participate in mediation. On May 30, 2023, the Settling Parties mediated the various disputes between them all day and into the night. That night, as mediation continued, the Liquidating Agent filed an adversary proceeding against Herborn within the bankruptcy case. Therein, the Liquidating Agent asserted claims against Herborn for breaches of his fiduciary duty to Debtor Huckleberry, for unjust enrichment, and seeking to avoid and recover certain transfers. The mediation proved successful, and the Settling Parties reached a global compromise that included the following terms: (1) The Liquidating Agent would withdraw his Objection to Herborn's Claim and would pay $500,000.00 to Herborn in satisfaction thereof; (2) Debtor Huckleberry and Herborn would withdraw the Objections to the settlements resolving the Law Firm Claims; (3) The Liquidating Agent would dismiss the Adversary Proceeding against Herborn; and (4) Herborn would agree not to appeal or otherwise attack Debtor Huckleberry's Plan and Modification, the Confirmation Order, the Order denying Herborn's Timeliness Defense, or the Order Denying Reconsideration. The Liquidating Agent filed a motion with the Bankruptcy Court seeking approval of the Settlement. Mr. Kanter objected to the motion and Debtor Huckleberry responded to the objection. The Bankruptcy Court held a trial on the Motion to Approve Settlement and later entered the Settlement Approval Order, which is the subject of this appeal. Absent more concrete evidence that Herborn's purported conflict of interest swayed the Liquidating Agent's judgment, the District Court does not find that the Bankruptcy Court abused its discretion by approving the Settlement in this case. Accordingly, because the District Court finds that the Settlement did not "fall below the lowest point in the range of reasonableness," the Bankruptcy Court's Order Approving the Settlement is affirmed. A copy of the Court's decision is available at https://urlcurt.com/u?l=bJx0Kj About Huckleberry Partners Huckleberry Partners, LLC owns and operates a shopping center called Waterford Commons, which is located at 12789 Waterford Lakes Parkway, Orlando, Fla. Huckleberry Partners sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02159). In the petition filed by its managing member, Henry James Herborn, III, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Grace E. Robson oversees the case. David Jennis, P.A. serves as the Debtor's bankruptcy counsel. IKECHUKWU H. OKORIE: Lacks Standing to Object to Creditors' Claims ------------------------------------------------------------------ In the case captioned as Ikechukwu H. Okorie, Appellant, versus Citizens Bank; American Express National Bank; Trustmark National Bank; PriorityOne Bank; OneMain Financial Group, L.L.C.; Wells Fargo Bank, N.A.; National Funding; First Bank; Synchrony Bank; Bancorpsouth Bank; U.S. Bank; Knight Capital Funding III, L.L.C.; Quantum3 Group, L.L.C., Appellees, No. 24-60255 (5th Cir.), the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of Dr. Okorie's appeal from the order of the United States District Court for the Southern District of Mississippi concluding that Dr. Okorie lacks standing to object to his creditors' claim In 2019, Dr. Ikechukwu Okorie filed for Chapter 11 bankruptcy. Citizens Bank, American Express National Bank, Trustmark National Bank, PriorityOne Bank, OneMain Financial Group, L.L.C., Wells Fargo Bank, N.A., National Funding, First Bank, Synchrony Bank, Bancorpsouth Bank, U.S. Bank, Knight Capital Funding III, L.L.C., and Quantum3 Group, L.L.C. filed claims alleging debts Dr. Okorie owed them. In 2021, the case was voluntarily converted to a Chapter 7 bankruptcy case, and Kimberly Lentz was appointed trustee. Later that year, Dr. Okorie was granted a Chapter 7 discharge. Over a year later, Dr. Okorie filed multiple pro se objections to the creditors' proofs of claim. In November 2023, the bankruptcy court overruled all of his objections because he was "not a party in interest that may object to claims under 11 U.S.C. Sec. 502(a)." Dr. Okorie appealed, and the district court affirmed on the grounds that he "lacked standing to file any of his Objections to the creditor's claims." Dr. Okorie now appeals and claims he has standing as a party in interest, that the district court did not "properly apply judicial estoppel and prior admissions," that his claims against First Bank are not moot, and that the lower court's decision violated his due process rights. The Fifth Circuit finds that Dr. Okorie has not shown any one of the exceptions to the general rule applies, and that he lacks standing to object to the claims. Dr. Okorie also alleges improper application of judicial estoppel, incorrect conclusions as to mootness, and violation of his due process rights. Because it concludes that Dr. Okorie lacks standing to object to the creditors' claims in the bankruptcy action, the Appellate Court need not reach these issues. A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=GVbhlW Ikechukwu H. Okorie filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 19-50379) on February 27, 2019, listing under $1 million in both assets and liabilities. The Debtor is represented by Patrick A. Sheehan, Esq. IMERI ENTERPRISES: Unsecureds to Get Share of Income for 60 Months ------------------------------------------------------------------ Imeri Enterprises Inc. submitted a First Amended Plan of Reorganization Under Subchapter V dated September 6, 2024. This Plan of Reorganization proposes to pay Debtor's creditors from the cash flow generated in the ordinary course of the Debtor's business after confirmation. Class 8 consists of unsecured non-priority claims. The Debtor will pay the projected disposable income for sixty months following the Effective Date to creditors in this class with allowed claims in the amount set forth on the projections with this plan. This Class is impaired. Notwithstanding anything in the Plan or in the Confirmation Order to the contrary, Debtor will pay the claim of Fort Bend County in Class 1 in approximately equal monthly installments at 12% per annum interest beginning on the 1st day of the month following the Effective Date. Any balance owed on the Class 1 claim will be paid in full upon the sale of the Hotel and/or the Lot or by no later than May 6, 2029. The liens held by Fort Bend County shall remain attached to the Hotel and the Lot until the claim is paid, in full, with applicable interest. Notwithstanding anything in the Plan or in the Confirmation Order to the contrary, Debtor will pay the claim of the City of Rosenberg in Class 2 in approximately equal monthly installments at 12% per annum interest beginning on the 1st day of the month following the Effective Date. Any balance owed on the Class 2 claim will be paid in full upon the sale of the Hotel and/or the Lot or by no later than May 6, 2029. The liens held by the City of Rosenberg shall remain attached to the Hotel and the Lot until the claim is paid, in full, with applicable interest. Failure to pay the Class 2 claim in full by May 6, 2029, shall constitute a default under the Plan. The Debtor is proposing an auction sale of the Hotel and the Lot. If the Hotel and/or the Lot are not sold at an auction, the Debtor will continue to operate the Hotel based on the terms of this plan. The Debtor filed a motion to sell the Hotel and the Lot in two separate auctions. The Debtor will retain the property of the bankruptcy estate. The Debtor will make the payments as set forth in the Projections to either the creditors or to the Subchapter V Trustee. The Debtor will conduct the auction sales as permitted by the court. If the auction sale results in a sale for an amount that is acceptable to the creditors, the Debtor intends to complete the auction sale. A full-text copy of the First Amended Plan dated September 6, 2024 is available at https://urlcurt.com/u?l=rf5kqr from PacerMonitor.com at no charge. Attorney for the Debtor: Reese W. Baker, Esq. Nikie Marie Lopez-Pagan, Esq. Baker & Associates 950 Echo Lane Ste. 300 Houston, TX 77024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 About Imeri Enterprises Imeri Enterprises, Inc., owns a 56-room hotel at 28332 Southwest Highway 59, Rosenberg, TX 77471 ("Hotel") currently operated as La Quinta Inn & Suites Rosenberg. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-32106) on May 6, 2024, with $1 million to $10 million in both assets and liabilities. Isen Imeri, president, signed the petition. Judge Eduardo V. Rodriguez presides over the case. The Debtor tapped Reese Baker, Esq., at Baker & Associates, as counsel, and Ahmed Abdalwahab, CPA, as accountant. IN PHAZE: Unsecured Creditors to Split $12K over 3 Years -------------------------------------------------------- In Phaze Electric, Inc., filed with the U.S. Bankruptcy Court for t the Middle District of Florida a Subchapter V Plan of Reorganization dated September 6, 2024. The Debtor is a closely held Florida for-profit corporation formed in 2012 by Anthony S. Taylor, who currently serves as the Debtor's President and Director. The Debtor is an electrical contractor and service company which operates in Orange, Seminole and Osceola Counties. In Phaze provides electrical repairs and services for both homeowners and small businesses. In Phaze's operations have been negatively impacted by a series of merchant cash advance ("MCA") loans the Debtor obtained to support its working capital requirements. Daily ACH withdrawals by MCA lenders suffocated the Debtor's operating cash flow causing it to fall behind on payments to its creditors. Faced with the prospect of litigation with its creditors and a freeze on its operating funds, Debtor elected to pursue Chapter 11 relief to restructure its financial affairs and preserve its going concern value for the benefit of its creditors and estate. Class 7 consists of all Allowed General Unsecured Claims against the Debtor. The Debtor's projected disposable income is less than $12,000.00. In full satisfaction of the Allowed Class 7 General Unsecured Claims, Holders of Class 7 Claims shall receive a pro rata share of Distributions totaling $12,000.00 paid pursuant to the following payment schedule, which payments shall commence on the Effective Date: Quarters 1 through 4 (Plan Year 1) : $1,000.00 per quarter. Quarters 5 through 8 (Plan Year 2): $1,000.00 per quarter. Quarters 9 through 12 (Plan Year 3): $1,000.00 per quarter. In addition to the annual Distributions outlined herein, Class 7 Claimholders shall also receive a pro rata share of the net proceeds recovered from all Causes of Action after payment of professional fees and costs associated with such collection efforts, and after Administrative Claims and Priority Claims are paid in full. The maximum Distribution to Class 7 Claimholders shall be equal to the total amount of all Allowed Class 7 General Unsecured Claims. Class 7 is Impaired. Class 8 consists of all equity interests in the Debtor. Class 8 Interest Holders shall retain their respective Interests in In Phaze Electric, Inc. in the same proportions such Interests were held as of the Petition Date (i.e., 100.00% Interest retained by Mr. Tony Taylor). Class 8 is Unimpaired. The Plan contemplates the Debtor will continue to manage and operate its business in the ordinary course, but with restructured debt obligations. It is anticipated the Debtor's post-confirmation business will mainly involve continued operation of electrical contracting business, the income from which will be committed to make the Plan Payments to the extent necessary. Funds generated from the Debtor's operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Subchapter V Plan dated September 6, 2024 is available at https://urlcurt.com/u?l=ROWraN from PacerMonitor.com at no charge. Counsel to the Debtor: Daniel A. Velasquez, Esq. Latham, Luna, Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com About In Phaze Electric In Phaze Electric Inc. operates as a commercial electrical and maintenance services. The Company specializes in dry utility planning coordination, design, and construction services. Phazer Electric serves private developers, government agencies, utilities, builders, architects, and engineers in the United States. The Honorable Bankruptcy Judge Lori V. Vaughan handles the case. The Debtor is represented by Daniel A. Velasquez, Esq. ,at LATHAM LUNA EDEN & BEAUDINE LLP. INDOCHINE RESTAURANT: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Emma Dill and Cece Nunn of Wilmington Biz reports that one of Wilmingtons most popular local restaurant groups has filed for bankruptcy, but its owner said Thursday that the Chapter 11 filings are a necessary step. It's business as usual at Indochine restaurants in the Wilmington area, said owner Solange "Niki" Thompson. "It just needs to be reorganized in a more efficient way," she said, adding that she hopes customers continue to support her establishments through the process. According to bankruptcy documents filed earlier this month, the creditor with the largest unsecured claim against Indochine limited liability companies is North State Bank, with a debt of nearly $2.4 million. The business also owes $1.5 million to the SBA, according to court documents. Thompson's establishments include Thai-Vietnamese restaurant Indochine at 7 Wayne Drive off Market Street in Wilmington; Indochine Express locations in Wilmington, Leland and Southport; and Asian fusion restaurant Café Chinois on South College Road. A resident of Wilmington since 1975, Thompson opened Indochine in 2000. "Twenty years later, Thompson began to expand. In less than six months, she stepped out with two new establishments," according to a previous Greater Wilmington Business Journal article. "The first was Indochine Express on South College Road in Monkey Junction, which opened on the cusp of 2021. Soon after, Thompson followed with Café Chinois in Fulton Station at the intersection of South 17th Street and South College Road." According to the article, Thompson's goal with Indochine Express is to offer a satellite location with a smaller menu but one that is still representative of Indochine's Asian fusion flair. The goal of Café Chinois is "to highlight Asian cuisine, such as pho, not on the menus of Indochine or Indochine Express," the article stated. Chapter 11 bankruptcy "generally provides for reorganization, usually involving a corporation or partnership. A Chapter 11 debtor usually proposes a plan of reorganization to keep its business alive and pay creditors over time. People in business or individuals can also seek relief in chapter 11," according to the Administrative Office of the U.S. Courts. Bankruptcy filings show the restaurant group has between 1 and 49 creditors with liabilities ranging from $1 million to $10 million. The restaurant's assets range between $0 and $50,000. The Indochine entities have until January 2, 2025, to file a Chapter 11 plan and disclosure statement, according to the filings. About Indochine Restaurant LLC Indochine Restaurant LLC is a restaurant serving Thai and Vietnamese Asian cuisine. Indochine Restaurant LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03490) on October 4, 2024. In the petition filed by Solange Thompson, as manager, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: George Mason Oliver, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC PO Box 1548 New Bern, NC 28563 Tel: 252-633-1930 Fax: 252-633-1950 E-mail: george@olivercheek.com IVANKOVICH FAMILY: Taps Schoenberg Finkel as Special Counsel ------------------------------------------------------------ Ivankovich Family LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Schoenberg Finkel Beederman Bell Glazer, LLC as special counsel. The firm will represent the Debtor in the pending dissolution of marriage action styles as In re Marriage of Jeanette Ivankovich, and the related appeal of a preliminary injunction order entered in the Illinois Divorce Proceeding which froze the Debtors' assets and directed that available cash in certain securities accounts be transferred to Jeanette Ivankovich's counsel, which appeal is pending under Case No 1-24-1118 pending in the First District Appellate Court of Illinois. The firm will be paid at these rates: Jeffrey M. Heftman $525 per hour Richard Goldwasser $472 per hour Associates $395 per hour Paralegals $200 per hour Schoenberg Finkel Beederman Bell Glazer does not represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Jeffrey M. Heftman, Esq. Schoenberg Finkel Beederman Bell Glazer LLC 300 S. Wacker Drive, Suite 1500 Chicago, IL 60606 Telephone: (312) 648-2300 Facsimile: (312) 648-1212 Email: jeffery.heftman@sfbbg.com About Ivankovich Family LLC Ivankovich Family LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 24-15755) on June 10, 2024, listing under $1 million in both assets and liabilities. Steven Ivankovich and Anthony Ivankovich, managers, signed the petitions. Eyal Berger, Esq., at Akerman, LLP serves as the Debtors' counsel. JAB ENERGY: In Allison Suit, Court Says Trust Can Assert Claim -------------------------------------------------------------- In the case captioned as ALLISON MARINE HOLDINGS, LLC, Appellant, v. H. KENNETH LEFOLDT, JR., in his capacity as Liquidating Trustee of the JAB Energy Solutions II, LLC Liquidating Trust, Appellee, Civ. No. 23-1085-CFC (D. Del.), Chief Judge Colm F. Connolly of the United States District Court for the District of Delaware will affirm in part and reverse in part the Order of the United States Bankruptcy Court for the District of Delaware that granted in part and denied in part the Liquidating Trust's Motion Seeking Interpretation of the Plan of Liquidation. JAB is 100% wholly owned by AMH. AMH also owns five affiliated companies. AMH is the sole member of JAB, and at all relevant times, it was JAB's sole manager. On November 8, 2022, the Bankruptcy Court confirmed the Debtor's Plan of Liquidation. The Plan established the Trust and authorized the appointment of the Trustee who was charged with, inter alia, "investigating and pursuing any Causes of Action the Debtor holds or may hold against any Entity that constitute Liquidating Trust Assets." On August 27, 2023, the Trust filed its Motion Seeking Interpretation of the Plan of Liquidation. As framed by the Bankruptcy Court, the Motion asked two questions: ( 1) whether the claims that the Trust is asserting in the Southern District of Texas are claims "covered under any applicable policy of insurance belonging to the Debtor or the Estate," and (2) whether AMH fits within the language describing who may be Boudreaux and any other person qualifying as an 'Insured Person' under that certain Management Liability Policy." On September 18, 2023, the Bankruptcy Court issued its Order granting the Motion in part, and denying the Motion in part. The Order provides that: (1) the Trust may assert claims for amounts in excess of those that may be covered by insurance but is required to distribute that portion of any recovery that exceeds available insurance to the holders of Class 3 claims (2(a)); and (2) the Trust is not authorized to assert a claim against AMH (2(b)). On September 29, 2023, Kenneth Lefoldt, Jr., in his capacity as trustee of the Trust, filed his timely Notice of Appeal. On October 2, 2023, AMH filed its timely Notice of Appeal. AMH challenges the Order's determination that the Trust may assert claims for amounts in excess of those that may be covered by insurance but is required to distribute that portion of any recovery that exceeds available insurance to the holders of Class 3 claims. Judge Connolly holds that the Bankruptcy Court properly concluded that AMII's interpretation falters in the larger context of the Plan because it violates the canon against surplusage, renders other language in the Plan and its supporting documents 'false,' and is not practicable. The Bankruptcy Court properly held that the Plan assigns the Debtor's claims and causes of action covered under the D&O Policy (or any policy) to the Liquidating Trust without limitation on the recoverable damages. Accordingly, the Court will affirm 2(a) of the Order. The Trustee challenges the Order's determination that "The Trust is not authorized to assert a claim against AMH." The Bankruptcy Court accepted AMH's argument that AMH is not an "Insured Person" under the policy at issue and, as such, that the Plan did not authorize the Trust to assert a claim against it. Judge Connolly agrees with the Trustee, however, that the Bankruptcy Court erred in concluding that AMH is not a member of the Board of Managers under the Policy. He explains, "Here is undisputed that JAB is a Delaware limited liability company and that AMH was JAB's sole member and manager. Accordingly, AMH meets the definition of 'Executives' under the Plan and Policy. To the extent the Bankruptcy Court determined that AMH could not be an Executive because it is not a natural person, that determination conflicts with the language of the Policy. Under the Policy, six types of 'persons' qualify as an Executive: 'directors, officers, management committee members, advisory committee members, members of the Board of Managers or natural person general partners of JBA.' Accordingly, AMH, in its capacity as JAB's manager, is a 'member of the Board of Managers' under the Policy." And reviewing the Bankruptcy Court's construction de nova, Judge Connolly is persuaded that the managers' wrongful acts are covered under the Policy as Executives, and, therefore, AMH is an Executive and Insured Person. Accordingly, the Order's determination that the Trust is not authorized to assert a claim against AMH is reversed. A copy of the Court’s decision is available at https://urlcurt.com/u?l=Zg297R Counsel for the Trustee: Michael J. Joyce, Esq. JOYCE, LLC 1225 King Street, Suite 800 Wilmington, DE 19801 E-mail: mjoyce@mjlawoffices.com - and - Alicia M. Bendana, Esq. Jennifer E. Berriere, Esq. Coleman L. Torrans, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras St., Suite 2775 New Orleans, LA 70130 E-mail: abendana@lawla.com jbarriere@lawla.com Counsel for Allison Marine Holdings, LLC: Eric M. Sutty, Esq. ARMSTRONG TISDALE, LLP 1007 North Market Street Wilmington, DE 19801 E-mail: esutty@atllp.com ctorrans@lawla.com - and - Miles C. Thomas, Esq. MILES THOMAS LAW, LLC 8011 Sycamore Street New Orleans, LA, 70118 E-mail: mthomas@milesthomaslaw.com About JAB Energy Solutions II JAB Energy Solutions II, LLC -- http://jabenergysolutions.com/-- is an EPIC (Engineering, Procurement, Installation & Commissioning) specialist providing comprehensive project management services for decommissioning, abandonment, construction and installation of offshore and onshore oil and gas facilities, platforms and pipelines. Based in Houston, with offices in Lake Charles, La., JAB Energy Solutions serves major and independent energy companies worldwide. JAB Energy Solutions filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 21-11226) on Sept. 7, 2021, listing as much as $50 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. The Debtor tapped Pachulski Stang Ziehl & Jones, LLP as legal counsel and Traverse, LLC as restructuring advisor. Albert Altro, the founder of Traverse, serves as the Debtor's chief restructuring officer. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard and Joyce, LLC as legal counsel and Matthews, Cutrer and Lindsay, P.A. as financial advisor. JOSE SERRANO VIERA: Fails to Extend Disclosure Statement Deadline ----------------------------------------------------------------- Judge Enrique Lamoutte of the United States Bankruptcy Court for the District of Puerto Rico denied Jose Manuel Serrano Viera's Motion for Reconsideration Under Rule 9023, Rule 60 and Opposition to Motion to Dismiss with Bar to Refile on two interrelated matters: (i) reconsideration of the order denying Debtor's fourth request for an extension of time to file a disclosure statement and plan, and (ii) abeyance of the Motion to Dismiss with a Bar to Refile of Three Years filed by the United States Trustee. On September 6, 2023, the Debtor filed his fourth request for an extension of time, which was denied on September 9, 2024. In its order denying the Debtor's fourth motion for an extension of time, the court stated that the request "for an extension of time to file a disclosure statement and Chapter 11 plan, and the reasons given, in light of the history of serial filings, do not establish reasonable cause to further extend the period within the debtor may file a disclosure statement and plan". On September 9, 2024, the United States Trustee filed the Motion to Dismiss with a 3-year bar to refile, which details the history of Debtor's 10 bankruptcy filings, the documents he has failed to submit to the United States Trustee, his failure to amend schedules and statement of financial affairs to accurately disclose his financial condition and pay the quarterly fees to the United States Trustee, and argues that the filed monthly reports of operation do not show that the Debtor is able to make payments to fund a plan of reorganization. Thus, the United States Trustee prays "that the instant case should be dismissed under: (1) 11 U.S.C. Sec. 1112(b)(4)(A), due to continuing losses suffered by the estate and the absence of a reasonable likelihood of rehabilitation; (2) 11 U.S.C. Sec. 1112(b)(4)(C), for Debtor's failure to maintain adequate insurance; (3) 11 U.S.C. Sec. 1112(b)(4)(E) and (J), for failure to comply with the Court's order at docket no. 140, which set September 9, 2024, as the deadline to file the Disclosure Statement and Plan; (4) 11 U.S.C. Sec. 1112(b)(4)(H), for Debtor's failure to timely provide the information reasonably requested by the United States Trustee; (5) 11 U.S.C. Sec. 1112(b)(4)(F), for Debtor's failure to timely file operating reports with the Court; and (6) 11 U.S.C. Sec. 1112(b)(4)(K), for Debtor's failure to pay quarterly fees" . The United States Trustee supports its request for dismissal and 3-year bar to refile with an in-depth legal analysis of the applicability of 11 U.S.C. Sec. 1112(b) to the facts of this case. In contrast, the Motion for Reconsideration is grounded on conclusory allegations that do not contradict the factual allegations and conclusions of law presented by the United States Trustee in the Motion to Dismiss, the Court notes. The Court finds the Motion for Reconsideration includes a plethora of conclusory and unsupported allegations as to the reasons which caused the history of Debtor's bankruptcy filings and delays in prosecuting this case. However, the allegations and legal analysis do not plead, support, or otherwise meet the requirements for relief under either Fed. R. Civ. P. 59(e) or 60(b). Therefore, the Motion for Reconsideration is hereby denied, the Court holds. In evaluating both the Motion to Dismiss and the Debtor's request to hold the same in abeyance, the Court notes that this is Debtor's tenth bankruptcy filing since 1999, and that Debtor's previous nine (9) bankruptcies were dismissed on fault of the Debtor. In addition, the uncontested facts show that the Debtor failed to file a disclosure statement and plan within the time ordered by the Court. Therefore, "cause" exists, and the court must dismiss the case pursuant to 11 U.S.C. Sec. 1112(b)(4)(J). In view of the foregoing reasons, the case is dismissed. Although the facts and the applicable law compel the dismissal of this case, the Court must still determine if the dismissal should include a bar to refile for a period of three years, as requested by the United States Trustee in the Motion to Dismiss. The court emphasizes the mandate as it finds that the Motion to Dismiss filed by the United States Trustee makes a prima facie case in support of its request for a 3-year bar to refile. As such, it behooves the Debtor to submit and present specific evidence, not speculations and unsupported conclusions, in support of its opposition to the bar to re-file. A copy of the Court's decision dated October 8, 2024, is available at https://urlcurt.com/u?l=9AGmKS Jose Manuel Serrano Viera, filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 23-03101) on September 28, 2023, listing under $1 million in both assets and liabilities. The Debtor is represented by Myrna Ruiz Olmo, Esq. K & P COMMERCIAL: Seeks to Tap Lane Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ K & P Commercial Contractors LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire The Lane Law Firm, PLLC as its counsel. The firm will provide these services: a. assist, advise and represent the Debtor relative to the administration of the chapter 11 case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of the 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 $595 per hour Joshua Gordon $550 per hour Associate Attorneys $500 per hour Paraprofessionals $250 per hour The firm received a retainer in the amount of $35,000. 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. 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About K & P Commercial Contractors LLC K & P Commercial Contractors LLC -- https://kandpconst.com/ --, doing business as K&P Construction Services, provides commercial construction, renovations, and project management services. K & P Commercial Contractors LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34688) on Oct. 4, 2024. In the petition filed by Landon Knapp, as president, the Debtor estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Eduardo V. Rodriguez handles the case. The Debtor is represented by Robert C Lane, Esq. at The Lane Law Firm. KINDERCARE LEARNING: Fitch Affirms B+ LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed KinderCare Learning Companies, Inc.'s and KUEHG Corp.'s (collectively, KinderCare) Long-Term Issuer Default Rating (IDR) at 'B+'. Fitch has upgraded KinderCare's first-lien term loan and upsized Revolver to 'BB+' with a Recovery Rating of 'RR1' from 'BB'/'RR2'. This action follows KinderCare's initial public offering (IPO) completion on October 09, 2024. KinderCare plans to use the IPO proceeds to fund term loan repayment. The Rating Outlook is Stable. KinderCare's ratings reflect the company's solid and stable market position in the U.S. child care market, which is offset by near-term margin contraction, moderately high leverage and intense competition that constrains profit expansion over time. Post-IPO, Fitch expects KinderCare to deploy proceeds to pre-pay a portion of its term loan, leading to decreased leverage but still high on an EBITDAR leverage basis. Fitch views access to the public markets for capital raising as a credit positive that could enhance the company's financial flexibility over time. Key Rating Drivers High EBITDAR Leverage, Weak Coverage: KinderCare's EBITDAR leverage remains high in the high-5.0x range following the IPO completion as well as dividends paid during 2024 but could decline to 5.3x in the next few years, positioning the IDR fairly when considering its scale and history of positive FCF generation. EBITDA leverage is projected to be significantly lower, in the 2.4x-3.2x range, due to the company's leasing of its facilities. Total lease expenses accounted for approximately 14% of revenue in 2023, and Fitch anticipates these expenses will continue to comprise a similar portion of revenue over the rating horizon. In its projections, KinderCare's EBITDAR fixed-charge coverage remains weak for the 'B+' rating. Competitive Landscape: KinderCare is a provider of early childhood education in the U.S., operating in a highly fragmented and competitive industry. As of June 2024, the company had 1,568 early childhood education centers across 39 U.S. states plus Washington, D.C. and 855 before- and after-school sites in 24 states plus Washington, D.C. KinderCare faces intense competition from a number of companies, including scaled providers, smaller regional providers and faith-based or local operators. Bright Horizons, Kiddie Academy, Goddard, Primrose and the Learning Care Group, Inc. brands (La Petite, Tutor Time and others) are considered to be the closest competitors. In addition to early childhood education offerings, the company serves school-age children at before- and after-school programs. Competitors in this sector include YMCA and other regional providers, like Alphabest and Right at School. Margin Contraction: KinderCare's margins declined materially over the past two years due to government grants received during the Covid-19 pandemic. Fitch expects margins to remain in the low-teens through 2024-2026 versus 16% in 2023 and 23% in 2022. Margins benefited from government assistance during the pandemic related to both income and capital projects. KinderCare recognizes income grants as revenue or offsets to related expenses within the cost of services and selling, general, and administrative expenses. The government assistance unwind impact has already been felt during 2023 and YTD 2024, and Fitch expects EBITDA margins to stabilize in 2025. Modest Revenue Growth: Fitch expects total revenue to increase through its forecast period after the pandemic-induced demand volatility for early childhood education between FY19 and FY21. The growth is mainly driven by an expansion in center count and an increase in the tuition rate supported by offering high-quality service. In FY23, the company reached a pre-pandemic occupancy rate of 71%, from 47% in 2020. Occupancy rates improved due to the organic growth of centers, continued momentum with employer-sponsored programs and capacity leaving the market as stimulus funds roll-off. In 2022, the company acquired Crème de la Crème, Inc., an entity that operated 47 early childhood education centers as a second, standalone brand within KinderCare. This acquisition also benefited revenue growth, while improving geographic and price point diversification. Solid FCF Generation: Fitch believes the company's business model will support steady and predictable cash generation. KinderCare greatly improved its cash generation profile, from negative $36 million of FCF in 2020 to generating positive FCF in FY22 and FY23. Much of the increase came from government grants and post-pandemic demand for the company's offering. FCF will be negatively impacted in 2024 by one-time IPO-related expenses, but Fitch projects positive FCF annually beyond 2024. Post-Pandemic Tailwind: Government restrictions and shifts in consumer behavior led many operators to experience big financial challenges and reduced enrollment during the pandemic. As a result, about 16,000 centers closed down between December 2019 and March 2021 in U.S. This reduced capacity increased demand for scaled providers, such as KinderCare. In addition, many employers are actively implementing blended models, balancing the amount of time employees spend working remotely versus in the office. In response to the evolving landscape, the mix of demand for early childhood education provided in communities, at corporate offices and onsite in schools is expected to evolve. Derivation Summary KinderCare operates early childhood education and development centers. A direct comparable for KinderCare is Bright Horizons Family Solutions Inc. (BFAM), which operates in the same industry and offers child care, early education and other services designed to help employers and families better address the challenges of work and family life. Both companies operate with similar scale with revenue of approximately $2.5 billion. Bright Horizons has more than 1,400 client relationships with employers across a diverse array of industries and early education centers with the capacity to serve about 120,000 children and their families in the U.S., the United Kingdom, the Netherlands, Australia and India. BFAM operates at a lower leverage ratio with a more sustainable profitability profile. Fitch considers KinderCare relative to a range of services issuers with similar scale, business model or financial profile. The company's market position as a leading U.S. provider of daycare centers positions the rating favorably but high rent-adjusted (EBITDAR) leverage and weak coverage metrics, as well as relatively low EBITDA and FCF margins position the issuer fairly at the 'B+' IDR. Key Assumptions - Revenue growth assumed in mid-single digits over the forecast horizon driven by the opening of new child care centers and increases in occupancy rate and pricing growth; - EBITDA margin is expected to be down to the stable low teens level due to unwinding the post pandemic effect and government stimulus; - Lease expense will continue to increase in line with the top-line growth; - Capex is expected to be an average of about 5% of total revenue correlated with the number of new centers that the company plans to open; - No dividends or share buybacks are assumed after 2024; - Fitch assumes the following SOFR base rates for 2024, 2025, 2026 and 2027: 5.2%, 4.3%, 3.7% and 3.5%. Recovery Analysis Key Recovery Rating Assumptions - The recovery analysis assumes that KinderCare would be reorganized as a going concern in bankruptcy rather than liquidated; - Fitch has assumed a 10% administrative claim; - In estimating a distressed enterprise value for KinderCare, Fitch assumes lower occupancy rate and reduced enrollment contributing to lower revenue scale in a distressed scenario to result in about 15% revenue decline and EBITDA margin compression similar to during the Covid-19 pandemic, leading to a going concern EBITDA that is about 30% lower relative to 2024 estimated EBITDA; - An enterprise value multiple of 6.0x EBITDA is applied to the going concern EBITDA to calculate a post-reorganization enterprise value that Fitch believes is validated based on historic public company trading multiples, industry M&A and past reorganization multiples Fitch has seen across various industries; - The recovery model implies a 'BB+' and 'RR1' Recovery Rating for the company's first lien senior secured facilities, reflecting Fitch's belief that lenders should expect to recover 91%-100% in a restructuring scenario. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch Expectation of EBITDA margins expansion to mid-teens while maintaining scale and EBITDAR leverage below 5.0x; - EBITDAR fixed-charge coverage above 2.0x; - (CFO-capex)/debt sustained above 7.5%. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDAR leverage rising above 6.5x over a multi-year period; - (CFO-capex)/debt sustained below 5%; - EBITDAR fixed-charge coverage below 1.5x; - Significant increase in debt-financed dividends or share buybacks. Liquidity and Debt Structure Adequate Liquidity and Cushion: As of June 29, 2024, KinderCare Learning Companies, Inc. had approximately $96 million in cash and an available borrowing capacity of $104 million from a revolving credit facility after accounting for $56 million in outstanding letters of credit. The company's liquidity position is also supported by positive FCF generation, with FCF margins historically ranging from 4% to 9%. Debt Structure: KinderCare's capital structure includes a $1.6 billion first lien term loan and a $160 million revolving credit facility. Following the IPO, the company plans to repay more than $525 million of its first lien term loan (or more potentially, depending upon the exercise of greenshoe), reducing long-term debt to near $1.0 billion, with term loans amortizing at 1% annually. Additionally, KinderCare has amended the First Lien Revolving Credit Facility to increase total commitments to $240.0 million, including a new extended tranche of up to $225.0 million, with an extended maturity date of five years from the effective date of the amendment. Issuer Profile KinderCare Learning Companies, Inc. offers early childhood education and care programs to children ranging from six weeks through 12 years of age. Founded in 1969, the services provided include infant and toddler care, preschool, kindergarten, and before- and after-school programs. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. 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 ----------- ------ -------- ----- KinderCare Learning Companies, Inc. LT IDR B+ Affirmed B+ KUEHG Corp. LT IDR B+ Affirmed B+ senior secured LT BB+ Upgrade RR1 BB LELAND FRANCIS GOHLIKE: Loses Bid for Expedited Relief ------------------------------------------------------ Judge Kesha L. Tanabe of the United States Bankruptcy Court for the District of Minnesota denied Leland Francis Gohlike's Motion for an Order: (I) Granting Expedited Relief, and (II) Approving a Sale Free and Clear of Liens, Claims and Encumbrances. This matter presents a classic example of the basic legal concept Nemo dat quod non habet, which is frequently translated as "you cannot sell that which you do not own." Debtor's real property was the subject of a sheriff sale before the petition date in this case. Debtor filed for bankruptcy on August 9, 2024, and by operation of Section 108(c) of the Bankruptcy Code, the redemption period was extended by 60 days to October 8, 2024. Where, as in this case, the debtor's estate includes only the rights of redemption, possession, and profits or rents during the redemption period. To exercise the right of redemption, the debtor must deliver the full redemption price to the county sheriff no later than 4:00 p.m. on the redemption date. The Court notes the Motion does not indicate Debtor or the prospective purchaser have cash on hand to pay the redemption price. The Motion describes a sale-lease back transaction with multiple contingencies, including a buyer's inspection and financing contingency. The Motion effectively seeks to toll the prepetition redemption date through satisfaction of such contingencies until an unspecified closing date. However, the bankruptcy court lacks the authority to toll the redemption period or otherwise modify the requirements for redemption and thus, the Motion must be denied, according to the Court. The Court finds the Motion also has several procedural defects. Debtor is not entitled to expedited relief because he failed to comply with Local Rule 9006-1, the Court concludes. The Motion, including the request for expedited relief, is denied, the Court holds. A copy of the Court's decision dated October 8, 2024, is available at https://urlcurt.com/u?l=gu8634 Leland Francis Gohlike filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 24-32068) on August 9, 2024, listing under $1 million in both assets and liabilities. The Debtor is represented by Andrew Ratelle, Esq. LEROUX CREEK: Seeks to Tap Levin Sitcoff Waneka as Special Counsel ------------------------------------------------------------------ Leroux Creek Food Corporation, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Levin Sitcoff Waneka P.C. as special litigation counsel. Prior to the Petition Date, the firm represented the Debtor concerning the claim with Westchester Surplus Lines Insurance Company for insurance benefits arising from a recall due to patulin, as well as all contested and litigation matters that may arise relate thereto in state or federal court. The Debtor desires to hire the firm to assist with the insurance claim litigation. The firm requested a retainer of $5,000 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Bradley A. Levin $600 Gideon Irving $365 Other Attorneys $365 - $540 Law Clerks $230 Paralegals $165 Bradley Levin, Esq., a shareholder at Levin Sitcoff Waneka, 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: Bradley A. Levin, Esq. Levin Sitcoff Waneka, PC 1512 Larimer St., Suite 650 Denver, CO 80202 Telephone: (303) 575-9390 Email: brad@lsw-legal.com About Leroux Creek Food Corporation, LLC Leroux Creek Food Corporation, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-15015) on August 27, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Edward Tuft as president. Jeffrey A. Weinman, Esq. at ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. represents the Debtor as counsel. LEXARIA BIOSCIENCE: Wayne Boos Holds 3.795% Stake as of Aug. 31 --------------------------------------------------------------- Wayne W. Boos disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of August 31, 2024, he beneficially owned 600,000 shares of Lexaria Bioscience Corp's common stock, representing 3.795% of the shares outstanding. A full-text copy of Mr. Boos' SEC Report is available at: https://tinyurl.com/msbtn2tf About Lexaria Headquartered in Kelowna, BC, Canada, Lexaria Bioscience Corp. -- http://www.lexariabioscience.com/-- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients using its patented DehydraTECH™ drug delivery technology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. Lexaria reported a net loss of $6.71 million for the year ended Aug. 31, 2023, compared to a net loss of $7.38 million for the year ended Aug. 31, 2022. As of May 31, 2024, Lexaria Bioscience had $10.02 million in total assets, $271,375 in total liabilities, and $9.75 million in total stockholders' equity. Going Concern "The continuation of Lexaria as a going concern depends on raising additional capital and/or attaining and maintaining profitable operations. The accompanying financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations. The recurring losses from operations and net capital deficiency may raise substantial doubt about the Company's ability to continue as a going concern within one year following the date that these consolidated financial statements are issued," Lexaria said in its Quarterly Report for the period ended May 31, 2024. LIFE TIME: S&P Assigns 'BB' Rating on Proposed $1BB Term Loan ------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '1' recovery rating to fitness company Life Time Inc.'s proposed $1 billion term loan due 2031. The '1' recovery rating indicates S&P's expectation for substantial (90%-100%; rounded estimate: 95%) recovery for noteholders in the event of a default. The company plans to use the proceeds of the proposed $1 billion term loan, along with cash on hand and other secured debt, to refinance its existing $925 million secured notes due 2026 and $475 million senior unsecured notes due 2026. S&P also affirmed its 'BB' issue-level rating on the company's existing revolver; the recovery rating remains '1'. The proposed transaction is leverage neutral, and therefore, the 'B+' issuer credit rating and stable outlook on Life Time are unchanged. S&P said, "We believe Life Time will continue to benefit from positive trends into next year--including further improvements in its membership and member engagement that support significant EBITDA generation, reducing its leverage to the mid-4x area in 2024 and potentially below 4x in 2025. We would consider revising the outlook to positive if the company is able to generate significant free operating cash flow absent sale-leasebacks, such that adjusted free operating cash flow to debt is sustained above 5%, consistent with a higher rating. A positive outlook would also be predicated on adherence to its publicly stated 2.5x net leverage financial target, which was 3.0x as of June 30, 2024 and equates to Life Time's S&P Global Ratings-adjusted gross leverage of 4.9x." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a default occurring in 2028 due to a slow recovery in Life Time's memberships and EBITDA. This is due to prolonged economic weakness and increased competitive pressures that contribute to severe customer attrition. -- S&P believes if the company were to default, it would continue to have a viable business model given its high-end, full-service clubs and the high quality of its real estate. S&P anticipates its lenders would achieve the greatest recovery value through a reorganization rather than a liquidation. -- S&P said, "We revised our approach to Life Time's valuation in a default scenario to better capture the company's significant owned real estate. We revised the net enterprise value to $2.5 billion, up from $1.85 billion in our previous analysis, by incorporating an EBITDA multiple and a stress assumption to the company's real estate. We assume a reorganization following default and used an emergence EBITDA multiple of 6x to value the company, in line with other rated fitness club operators, and apply a 35% stress to the company's net book value to obtain our net enterprise value." Simulated default assumptions -- Year of default: 2028 -- EBITDA at emergence: $242 million -- EBITDA multiple: 6x -- Revolving credit facility: 85% drawn at default Real estate valuation -- Net book value: $1.9 billion -- S&P applies a 35% stress to the company's net book value to arrive at its gross discrete asset value. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $2.5 billion -- Obligor/nonobligor split: 100%/0% -- Value available for first-lien claims: $2.5 billion -- Estimated first-lien claims: $2.0 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) Note: All debt amounts include six months of prepetition interest. MACAR TRANS: Starts Subchapter V Bankruptcy Proceeding ------------------------------------------------------ Macar Trans LLC filed Chapter 11 protection in the Western District of North Carolina. According to court filing, the Debtor reports $1,592,041 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 November 14, 2024 at 1:00 p.m. at Zoom 341 Meeting. About Macar Trans LLC Macar Trans LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 24-10180) on October 9, 2024. In the petition filed by Pavel Dureaghin, as member/manager, the Debtor reports total assets of $900,081 and total liabilities of $1,592,041. The Honorable Bankruptcy Judge George R. Hodges handles the case. The Debtor is represented by: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 212 N. McDowell Street Suite 200 Charlotte, NC 28204 Tel: 704-944-6560 Fax: 704-944-0380 E-mail: rwright@mwhattorneys.com MADDEN CORP: Hires Raines Feldman as Bankruptcy Counsel ------------------------------------------------------- Madden Corporation seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Raines Feldman Littrell LLP as general bankruptcy counsel. The firm will provide these services: a. advise the Debtor with respect to the requirements and provisions of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines, and other applicable requirements that may affect the Debtor; b. assist the Debtor in preparing and filing its schedules and statement of financial affairs, complying with and fulfilling U.S. Trustee requirements, and preparing other documents as may be required after the initial filing of a chapter 11 case; c. assist the Debtor in the preparation of a disclosure statement and formulation of a chapter 11 plan of reorganization; d. advise the Debtor concerning the rights and remedies of the estate and the Debtor in regard to adversary proceedings that may be removed to, or initiated in, the Bankruptcy Court; and e. represent the Debtor in any proceeding or hearing in the Bankruptcy Court in any action where the rights of the estate or the Debtor may be litigated or affected. The firm will be paid at these rates: Robert S. Marticello $850 per hour Michael L. Simon $535 per hour The firm received a pre-petition retainer in the amount of $90,000 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert S. Marticello, Esq., a partner at Raines Feldman Littrell 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: Robert S. Marticello, Esq. Michael L. Simon, Esq. Raines Feldman Littrell, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 Telephone: (310) 440-4100 Facsimile: (310) 691-1943 Email: rmarticello@raineslaw.com msimon@raineslaw.com About Madden Corporation Madden Corporation, doing business as Pams Delivery Service, National Messenger, Quality Courier, Allstate Courier, and Procourier ProLegal, has been providing same day document and package delivery services via ground and air transportation for many of the largest and most respected businesses in the nation. Madden is a diversified logistics company with an equal emphasis on providing special messenger, trucking, warehousing and fulfillment, and attorney support services. Madden Corporation sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12028) on August 14, 2024. In the petition signed by Donald Madden, as chief executive officer, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Theodor Albert oversees the case. The Debtor is represented by: Robert S. Marticello, Esq. RAINES FELDMAN LITTRELL LLP 3200 Park Center Drive Suite 250 Costa Mesa, CA 92626 Tel: (310) 440-4100 Email: rmarticello@raineslaw.com MAGNOLIA TRACE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Magnolia Trace Apts, LLC 46 Main Street, Suite 339 Monsey, NY 10952 Business Description: Magnolia Trace Apts is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 16, 2024 Court: United States Bankruptcy Court Middle District of Louisiana Case No.: 3:24-bk-10901 Debtor's Counsel: William E. Steffes, Esq. THE STEFFES LAW FIRM, LLC 13702 Coursey Blvd. Building 3 Baton Rouge, LA 70817 Tel: 225-751-1751 E-mail: bsteffes@steffeslaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Elizabeth LaPuma as authorized agent. The Debtor indicated in the petition it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3S2YAIY/Magnolia_Trace_Apts_LLC__lambke-24-10901__0001.0.pdf?mcid=tGE4TAMA MEGA MATRIX: Stockholders OK Redomicile Merger to Cayman Islands ---------------------------------------------------------------- Mega Matrix Corp. announced that its stockholders have approved the adoption of the Third Amended and Restated Agreement and Plan of Merger, dated as of May 31, 2024, which provides for a redomicile of the Company to the Cayman Islands through a merger. Pursuant to the Merger Agreement, each one share of the Company's common stock, $0.001 par value per share, acquired prior to the effective date will be converted into the right to receive one Class A ordinary share, par value $0.001 per share, of Mega Matrix Inc., an exempted company incorporated under the laws of the Cayman Islands ("MPU Cayman"). As a result of the redomicile merger, MPU Cayman will become the parent company of Mega Matrix. The Redomicile Merger was expected to become effective on October 8th, and on October 9th, 2024, MPU Cayman Class A Ordinary Shares will begin trading on the NYSE American under the trading symbol "MPU", the same symbol as the common stock of the Company. The CUSIP number for MPU Cayman Class A Ordinary Shares is G6005C 108. About Mega Matrix Palo Alto, Calif.-based Mega Matrix Corp. (NYSE AMEX: MPU) -- https://www.megamatrix.io/ -- is a holding company and operates FlexTV, a short-video streaming platform and producer of short dramas, through Yuder Pte, Ltd., an indirect majority-controlled subsidiary of Mega Matrix. As of June 30, 2024, Mega Matrix had $23 million in total assets, $5.7 million in total liabilities, and $17.3 million in total equity. Going Concern The Company cautioned in its Form 10-Q Report for the quarter ended March 31, 2024, that there is substantial doubt about its ability to continue as a going concern. For the three months ended March 31, 2024, and 2023, the Company reported net losses of approximately $1.9 million and $1.2 million, respectively. In addition, the Company had accumulated deficits of approximately $18.3 million and $17.5 million as of March 31, 2024, and December 31, 2023, respectively. These conditions raised substantial doubt about the Company's ability to continue as a going concern. The Company's liquidity is based on its ability to generate cash from operating activities and obtain financing from investors to fund its general operations and capital expansion needs. The Company's ability to continue as a going concern is dependent on management's ability to successfully execute its business plan, which includes increasing revenue while controlling operating costs and expenses to generate positive operating cash flows and obtain financing from outside sources. MICROVISION INC: Secures $75 Million in Capital Commitments ----------------------------------------------------------- MicroVision, Inc. announced Oct. 15, 2024, that it has strengthened its financial position by closing on a two-year $75 million senior secured convertible note facility with High Trail Capital. "We are excited to announce this financing, which comes at an ideal time for MicroVision as we work toward securing additional revenue opportunities for 2025 and beyond with our integrated lidar hardware and software solution by advancing potential partnerships with multiple leading industrial customers in the heavy equipment segment," said Sumit Sharma, chief executive officer. "This is a very exciting time as we gear up to start a new chapter at MicroVision and focus on volume ramp of our industrial MOVIA L technology solution. We appreciate this opportunity to secure funding and build a relationship with High Trail as a strong financial partner." Continued Sharma, "With our MAVIN and MOVIA S products, we remain actively engaged with global automotive OEMs in seven high-volume RFQs and custom development explorations for future passenger vehicle programs. With the size, power, and specifications of our lidar, combined with our integrated perception software, I believe we remain the solution frontrunner with automotive OEMs. Given automotive OEMs' latest start-of-production timelines, the opportunity to ramp up significant recurring revenues in 2025 with our industrial customers puts MicroVision in the best position in the marketplace. We remain the only multifaceted company with potential for significant revenues from industrial starting now with much higher volume automotive revenues in the coming years." "We are pleased to have secured attractive financing for MicroVision, having engaged in a competitive selection process while remaining attuned to recent dynamics in the automotive industry and lidar sector," said Anubhav Verma, chief financial officer. "The new convertible debt facility provides flexibility and a compelling overall cost of capital to MicroVision. We believe that having a strong balance sheet and a new strategic financing partner helps to competitively position the Company in today's marketplace. With this new financing from a well-regarded institution, we have embarked on a new phase of MicroVision's journey and we believe that the Company is positioned to capitalize on current opportunities in the U.S. and European lidar markets." Continued Verma, "We continue to remain disciplined with our existing ATM program with no capital raised in the third quarter 2024. Our cash burn has steadily improved sequentially for the first three quarters of 2024. The closing of this financing not only extends our runway through 2026, but also provides more flexibility to opportunistically raise equity capital through the ATM program. We ended the third quarter with $43 million in cash and cash equivalents and, after giving effect to the net proceeds from the first $45 million tranche of the financing transaction, we expect to have approximately $81 million in cash and cash equivalents. Additionally, the Company has access to approximately $153 million of additional capital, including $123 million under our existing ATM and the $30 million remaining commitment pursuant to the convertible debt facility. Now, with a stronger balance sheet and financial partner, we believe we are very well positioned to win customers and build long-term value for our shareholders." Key Terms of the Convertible Notes The securities purchase agreement executed on Oct. 14, 2024 provides for, upon closing, the sale from MicroVision to note holders of $45 million in senior secured convertible notes and provides for, at subsequent closings, the future sale, at the Company's option and subject to certain conditions, including that MicroVision has an effective resale registration statement on file for all shares underlying the Notes purchased at the initial closing and a requirement to seek stockholder approval, of up to an additional $30 million of senior secured convertible notes. The Notes were issued with an original issue discount of 8%, generally convert to common stock at $1.596 per share, and will mature on Oct. 1, 2026. Subject to certain conditions, the Company has the right to convert the Notes at any time if the closing sale price of the Company's common stock has been equal to at least 150% of the conversion price for the last 20 consecutive trading days. The Company has agreed to customary registration rights with respect to the resale of any shares of common stock issued upon conversion. If not converted, the Notes must be repaid at 110% of the face amount, with partial repayments beginning, at the option of the note holder, on Jan. 1, 2025. The closing of the transaction remains subject to customary closing conditions. WestPark Capital, Inc. and EF Hutton LLC acted as co-lead agents for the transaction. About Microvision With offices in the U.S. and Germany, MicroVision -- http://www.microvision.com/-- is a pioneering company in MEMS-based laser beam scanning technology that integrates MEMS, lasers, optics, hardware, algorithms and machine learning software into its proprietary technology to address existing and emerging markets. The Company's integrated approach uses its proprietary technology to provide automotive lidar sensors and solutions for advanced driver-assistance systems (ADAS) and for non-automotive applications including industrial, smart infrastructure and robotics. The Company has been leveraging its experience building augmented reality micro-display engines, interactive display modules, and consumer lidar modules. MicroVision reported a net loss of $82.84 in 2023, a net loss of $53.09 in 2022, a net loss of $43.20 million in 2021, a net loss of $13.63 million in 2020, a net loss of $26.48 million in 2019, and a net loss of $27.25 million in 2018. MISSISSIPPI EMBROIDERY: Case Summary & Two Unsecured Creditors -------------------------------------------------------------- Debtor: Mississippi Embroidery, LLC 670 Weathersby Road, Suite 100 Hattiesburg, MS 39402 Chapter 11 Petition Date: October 16, 2024 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 24-51481 Judge: Hon. Katharine M Samson Debtor's Counsel: Nicholas T. Grillo, Esq. GRILLO LAW FIRM P.O. Box 1104 Hattiesburg, MS 39403 Tel: (769) 390-7935 Email: grillolawms@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gary A. Parker as owner/operator. A copy of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3D6LYAI/Mississippi_Embroidery_LLC__mssbke-24-51481__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2ZIT2MA/Mississippi_Embroidery_LLC__mssbke-24-51481__0001.0.pdf?mcid=tGE4TAMA MOONEY HOUSE: Hires Klinger & Klinger LLP as Accountant ------------------------------------------------------- Mooney House LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Klinger & Klinger LLP as accountant. The firm will provide these services: a. prepare/review of monthly debtor-in-possession operating reports and statements of cash receipts and disbursements including notes as to the status of tax liabilities and other indebtedness; b. review existing accounting systems and procedures and establish new systems and procedures, if necessary; c. assist the Debtors in the development of a plan of reorganization; d. assist the Debtors in the preparation of a liquidation analysis; e. appear at creditors' committee meetings, 341(a) meetings, and Court hearings, if required; f. assist the Debtors in the preparation of cash flow projections; g. consult with counsel for the Debtors in connection with operating, financial and other business matters related to the ongoing activities of the Debtors; and h. perform such other duties as are normally required of an accountant, including, but not limited to, the preparation of all financial statements required in the Debtor's reorganization. The firm will be paid at these rates: Partners $400 per hour Staff Accountants $325 per hour Paraprofessionals /Administrative Asst. $150 per hour The firm will be paid a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lee Klinger, CPA, a partner at Klinger & Klinger 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: Lee Klinger, CPA Klinger & Klinger LLP 370 Lexington Avenue, Suite 2008 New York, NY 10017 Tel: (212) 661-6200 About Mooney House Mooney House, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 24-11294) on July 26, 2024, listing under $1 million in both assets and liabilities. Judge David S. Jones oversees the case. Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP serves as the Debtor's legal counsel. MP REORGANIZATION: Trustee Taps Mac Restructuring as Fin'l Advisor ------------------------------------------------------------------ Nathan Smith, the trustee appointed in the Chapter 11 case of MP Reorganization, seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Mac Restructuring Advisors, LLC as his financial advisor. MAC will render these services: (a) review and analyze the Debtor's cash liquidity and assist its management in identifying areas of improvement; (b) provide financial advice and assistance to the Debtor in developing a plan of reorganization; (c) attend meetings with the Debtor, its counsel, creditors, parties-in-interest, the U.S. Trustee's Office, and any committees that may be appointed in the case; (d) provide testimony, as necessary, in any proceeding before the Bankruptcy Court with respect to matters for which MAC has been engaged; (e) be available to Debtor's managing member and its bankruptcy counsel; (f) assist the Debtor in connection with financial issues; and (g) drive, coordinate and guide negotiations with lenders, as necessary. Edward Burr, a member of MAC, will be billed at his hourly rate of $450, plus reimbursement for actual out-of-pocket expenses incurred. Mr. Burr disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Edward W. Burr MAC Restructuring Advisors, LLC 10191 E. Shangri La Rd. Scottsdale, AZ 85260 Telephone: (602) 418-2906 Email: Ted@MacRestructuring.com About MP Reorganization MP Reorganization sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-14422) on Dec. 15, 2022, listing up to $50 million in both assets and liabilities. Judge Natalie M. Cox oversees the case. Schwartz Law, PLLC is the Debtor's bankruptcy counsel. Nathan F. Smith was appointed as trustee in this Chapter 11 case. He tapped Todd C. Ringstad, Esq., at Ringstad & Sanders LLP as his counsel. MRC GLOBAL: S&P Affirms 'B' ICR on Preferred Equity Repurchase -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer-credit rating on MRC Global (US) Inc. At the same time, S&P assigned its 'B' issue-level rating to the company's proposed $350 million term loan B. The recovery rating is '4', indicating its expectation of average (30%-50%; rounded estimate: 40%) recovery in the event of payment default. The stable outlook reflects S&P's expectation that MRC's operating performance will support S&P Global Ratings-adjusted debt to EBITDA remaining comfortably below our 6x downside threshold while continuing to generate positive free operating cash flow over its forecast period. MRC Global (US) Inc. announced it reached an agreement with preferred equity holder Cornell Capital LLC to repurchase its 6.5% series A perpetual convertible preferred equity for $361 million. The company plans to fund the repurchase with a new proposed $350 million term loan B due 2031. Concurrent with the term loan transaction, the company intends to extend the maturity of its $750 million asset-based lending (ABL) facility from 2026 to 2029. S&P said, "While we believe the repurchase of the preferred shares is beneficial for MRC, the proposed transaction does not significantly impact our forecast or our calculation of leverage. MRC's preferred equity is held by a sole owner, Cornell Capital, whose senior partner Henry Cornell is also a member of MRC's board of directors. Cornell Capital previously sued MRC in 2023 seeking to block term loan refinancing efforts, claiming its preferred equity ownership position granted it consent rights over certain financial policy decisions such as refinancings. MRC ultimately postponed its refinancing transaction. Following the repurchase of the preferred shares and Cornell Capital's exit from the ownership structure, we believe MRC will have greater flexibility in capital structure and financial policy decision making, as well as reducing the risk of additional litigation, which we view positively. However, given that we currently treat MRC's $355 million balance sheet carrying value of preferred equity ($363 million par value, net of costs) as debt in our leverage and coverage calculations, the proposed $350 million term loan issuance used to repurchase the preferred shares does not significantly affect our forecast for leverage. "Despite our expectation for revenue and EBITDA declines this year, we forecast MRC will maintain a good cushion relative to our downside leverage threshold and continue to generate good free operating cash flow (FOCF). We forecast MRC's 2024 revenue will decline around 7% compared to 2023 driven by customer destocking in the gas utility segment (about 35% of revenue), lower North American capital expenditures (capex) from integrated oil company (IOC) customers amid the softer energy price environment, and by refinery turnaround and liquefied natural gas (LNG) project deferrals or delays due to macroeconomic uncertainty, the high interest rate environment, and the Biden Administration's January 2024 pause on approvals of LNG export permits (which was overturned by a federal judge in July). Given the impact of decremental margins from lower volumes, we forecast S&P Global Ratings-adjusted EBITDA margins will decline to about 7.6% in 2024 from 8.3% in 2023. However, given the company's May 2024 early repayment of its $292 million term loan (using cash and about $150 million of ABL drawings), we forecast S&P Global Ratings-adjusted debt leverage declining to around 2.8x in 2024 from 3.1x in 2023 (our forecast assumes about $100 million of ABL drawings remain outstanding at year-end 2024, and we do not net cash in our calculation of leverage). Furthermore, given the company's focus on improving working capital metrics, we forecast reported FOCF increasing to around $175 million in 2024 from $165 million in 2023 despite capex increasing to around $40 million in 2024, from $15 million in 2023, driven by the implementation of a new enterprise resource planning (ERP) system. "In 2025, we forecast modest revenue growth of around 1%, driven by a return to growth in the company's gas utility segment as destocking headwinds abate and as utility customers continue to invest in safety and integrity projects. We forecast this growth will be only partially offset by continued softness in the company's production and transmission infrastructure (PTI) segment (about 33% of revenue) as IOCs remain hesitant to increase capex amid relatively depressed energy prices (we forecast West Texas Intermediate (WTI) prices average about $75 in 2025, down from our forecast of $80 in 2024). We note the company's recent agreement to become the primary provider of pipe, valves, and fitting (PVF) products and services to ExxonMobil in North America can partially mitigate this potential softness, and we acknowledge that ongoing conflicts in the Middle East could ultimately drive oil prices higher. We forecast modest EBITDA margin compression in 2025 to around 7.4% driven by wage inflation and modestly lower gross margins due to lower inflation-related price increases, though we forecast the company will be successful in maintaining its 21% gross margin target. Furthermore, we do not expect the same working capital tailwinds of inventory reduction and accounts receivable collections improvement experienced in 2024 to recur in 2025, and we anticipate capex in 2025 will remain around the 2024 elevated level as the company competes its ERP implementation. Nevertheless, we forecast FOCF to remain good at around $90 million and believe this level of cash flow generation would be sufficient to repay a material portion of outstanding ABL balances (we forecast around $25 million in outstanding ABL drawings at year-end 2025). As a result of our forecast for relatively flat EBITDA and declining debt (ABL) balances, we see leverage decreasing to around 2.5x by the end of 2025. "We see near-term ratings upside as relatively limited until MRC provides greater clarity around its financial policy and capital allocation plans. While our forecast for MRC's S&P Global Ratings-adjusted leverage to be 2.8x in 2024, improving toward 2.5x in 2025, is below our 3.0x threshold for considering higher ratings, we note that leverage only recently fell below the 3.0x level after the company prepaid its September 2024 term loan. Before considering higher ratings, in addition to continuing to expand its revenue exposure outside of more volatile oil and gas markets, we would want to ensure MRC's financial policy is aligned with maintaining S&P adjusted leverage below 3x, inclusive of share buybacks and potential acquisitions. We believe that after the company deploys balance sheet cash and cash generation to repay outstanding ABL balances, it will adjust its capital deployment priorities, which could include mergers and acquisitions (M&A) or share buybacks. We will continue to monitor the company's financial policy decisions, both as it relates to the deployment of internally generated cash flow and whether the company ultimately pursues any debt-funded acquisitions or share repurchases. We also note that while it has reduced its position over the last two quarters ended June 30, 2024 per its 13F filings, activist investor Engine Capital continues to hold an equity position in the company, which could have an impact on financial policy decision-making. "The stable outlook reflects our expectation that MRC's operating performance will support S&P Global Ratings-adjusted debt to EBITDA remaining comfortably below our 6x downside threshold while continuing to generate positive free operating cash flow over our forecast period." S&P could consider a downgrade of MRC if: -- S&P Global Ratings-adjusted debt to EBITDA approaches 6x, such that S&P views the potential for end-market cyclicality to cause leverage to increase above 6x. This could occur if end-market demand softens considerably, or if the company adopts a more aggressive financial policy and pursues debt-funded acquisitions or share buybacks; or -- The company is unable to generate positive FOCF amid a moderate growth environment with typical working capital requirements. Although unlikely over the next twelve months given our view of MRC's financial policy, S&P could consider higher ratings if: -- The company continues to reduce its exposure to more volatile end markets; or -- S&P Global Ratings-adjusted debt to EBITDA remains below 3x on a sustained basis and it believes the company's financial policy is aligned with maintaining this level of leverage, inclusive of potential M&A or share buybacks. MRC is a distributor of pipes, valves, and fittings and related services to energy and industrial end markets. The environmental risk is slightly higher than for larger and more diversified capital goods distributors due to MRC's exposure to energy transition risks, since a portion of MRC's revenue comes from the upstream oil and gas industry, which could face increasing environmental regulations and lower tax subsidies. As a result, S&P believes environmental factors could emerge as a negative consideration in our credit rating analysis of MRC. Management and governance factors are a moderately negative consideration in our credit rating analysis of MRC Global. S&P said, "We view the company's ownership structure as an area of potential risk, as demonstrated by the company's preferred equity holder, Cornell Capital, initiating a lawsuit to block the company's refinancing efforts in 2023, which ultimately stopped the company from successfully completing the proposed refinancing transaction. We would have a more favorable view of the company's ownership structure if the proposed transaction closes and MRC repurchases Cornell Capital's preferred equity ownership stake, as we believe it would provide greater flexibility in capital structure decision making. Social factors are a neutral consideration in our credit rating analysis of MRC." NATIONWIDE MEDICAL: Gets Interim OK to Use Cash Collateral ---------------------------------------------------------- Nationwide Medical Transportation Services, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to use the cash collateral of its secured creditors until Oct. 22. The interim order authorized the company to use the cash collateral of BankUnited, N.A. and the U.S. Small Business Administration to pay its operating expenses in accordance with a court-approved budget. The budget provides a detailed breakdown of the company's expected revenues and operating expenses for October. The revenue for the period is projected at $30,000 while expenses are estimated at $29,175. To protect secured creditors, the court granted them replacement liens on cash generated post-petition. The final hearing is scheduled for Oct. 22. About Nationwide Medical Nationwide Medical Transportation Services, Inc. is a family-owned and operated medical transportation company in Boca Raton, Fla., offering ambulatory and wheelchair services specializing in workers compensation and surgical and diagnostic clients. The company conducts business under the name Tri County Medical Transportation. Nationwide Medical Transportation Services filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-14386) on May 2, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Aleida Martinez Molina, Esq., serves as Subchapter V trustee. Judge Mindy A. Mora oversees the case. Jonathan T. Crane, Esq., at Furr & Cohen, serves as the Debtor's legal counsel. NAYA STONE: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Naya Stone, LLC 690 Washington Avenue Carlstadt, NJ 07072 Chapter 11 Petition Date: October 15, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-20223 Debtor's Counsel: Anthony Sodono, III, Esq. MCMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue Second Floor Roseland, NJ 07068 Tel: 973-622-1800 E-mail: asodono@msbnj.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Avraham Dahan, President of Dayton Services Corp., Majority Member. 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/2S5ECZI/Naya_Stone_LLC__njbke-24-20223__0001.0.pdf?mcid=tGE4TAMA NETCAPITAL INC: 7 Proposals Approved at Annual Meeting ------------------------------------------------------ Netcapital Inc. held its annual meeting of shareholders. A total of 344,034 shares of the Company's common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. At the Annual Meeting, the Company's shareholders: (i) re-elected each of Martin Kay, Cecilia Lenk, Avi Liss, Steven Geary and Arnold Scott as members of the Company's board of directors to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director's earlier resignation, removal or death; (ii) ratified the appointment of Fruci & Associates II, PLLC as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2025; (iii) approved the non-binding advisory vote on the resolution approving named executive officer compensation; (iv) approved the frequency for providing the non-binding advisory vote on named executive compensation at "1-year;" (v) did not approve the proposal to amend the Company's amended and restated Bylaws; (vi) approved the amendment to the Company's Articles of Incorporation to authorize 10,000,000 shares of blank check preferred stock; (vii) approved the issuance of common stock purchase warrants and placement agent warrants issued in connection with the Company's March 2024 public offering, including shares of common stock issuable upon exercise of such common stock purchase warrants and placement agent warrants, in accordance with Nasdaq Listing Rule 5635(d); and (viii) approved the authorization for the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals. About Netcapital Inc. Headquartered in Boston, Mass., Netcapital Inc. -- www.netcapital.com -- is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company's funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated July 29, 2024, citing that the Company has negative working capital, net operating losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Netcapital reported a net loss of $4.99 million for the year ended April 30, 2024, compared to net income of $2.95 million for the year ended April 30, 2023. As of July 31, 2024, Netcapital had $41.44 million in total assets, $3.93 million in total liabilities, and $37.51 million in total stockholders' equity. NEW FORTRESS: Moody's Lowers CFR to B2, Under Review for Downgrade ------------------------------------------------------------------ Moody's Ratings downgraded the ratings of New Fortress Energy Inc. (NFE), including its corporate family rating to B2 from B1, probability of default rating to B2-PD from B1-PD, its senior secured notes to B2 from B1 and senior secured term loan B to B1 from Ba3. Concurrently, Moody's placed all NFE ratings on review for downgrade. The SGL-3 Speculative Grade Liquidity rating is unchanged. Previously, the outlook was negative. RATINGS RATIONALE The downgrade of the CFR by one notch to B2 reflects high financial risks, including NFE's substantial absolute amount of debt and high leverage, and the forthcoming step up in the cost of capital. Moody's are concerned that the substantially increased interest burden will reduce the company's free cash flow and thereby limit its financial flexibility and capacity to reduce its substantial debt. Higher cost of debt will also make NFE's capital structure less resilient to volatility in its earnings. To largely reduce its refinancing requirements in 2025-26, NFE entered into a private agreement with some of its noteholders, that agreed to provide $1.4 billion in new 12% senior secured 2029 notes to repay in full $875 million outstanding under its 6.75% 2025 senior secured notes and provide further liquidity to support the operations. The lenders also agreed to exchange their 6.5% 2026 senior secured notes and 8.75% 2029 senior secured notes into new $1.4 billion 12% senior secured 2029 notes. Upon completion of the transactions, the holders of the new notes are expected to benefit from additional security and guarantees package. The new senior secured notes will carry much higher interest and the lenders will also receive a commitment fee, payable in class A common stock of the company or in new 2029 notes. To support the refinancing effort, NFE suspended dividend payments and issued $400 million in equity in October 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review for downgrade of the ratings will focus on confirming the final terms of the new financial package, including guarantee and security package of the new notes and their ranking in the capital structure. NFE has a highly complex capital structure with differing collateral claims that is becoming even more complex. Based on the terms already disclosed regarding the new senior secured notes having some priority claims to the existing senior secured notes, the ratings on the existing senior secured notes will likely be downgraded at least one more notch even if the CFR is confirmed at B2. The ratings for the term loan B could also be downgraded further subject to final terms of the varying collateral claims. The ratings review will also include reviewing with management their latest forecast for earnings, capital expenditures and free cash flow generation along with assessing the company's liquidity position post these financing transactions. New Fortress Energy Inc. is a US-listed, high growth energy infrastructure company with liquefaction, regasification and distribution natural gas operations in Puerto Rico, Mexico, Jamaica, Nicaragua and Brazil. The principal methodology used in these ratings was Midstream Energy published in February 2022. NGI EAST BAY: Liquidation & Avoidance Proceeds to Fund Plan ----------------------------------------------------------- NGI East Bay Portfolio, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a Combined Plan and Disclosure Statement dated September 6, 2024. This Chapter 11 bankruptcy case was filed to preserve certain claims that the Debtor has against EB Neun Member LLC, the co owner of EB Neun Holdings LLC, which owns a residential and commercial building in Oakland, California. The Debtor believes it has significant avoidance and damage claims against EB Neun Member LLC and/or its owners and affiliates relating to certain restructuring transactions that took place in March of 2019 ("Avoidance Claims"). The Debtor also holds a 39.8% interest in Dwight Holdings, LLC which owns a residential building in Berkely, California ("Dwight Building"). Since filing its Chapter 11 case, the Debtor has remained in possession of its assets as what is known as the "Debtor-In-Possession" and has been operating its business. The Dwight Building is currently under contract to be sold but the sale has yet to close due to the lenders requirements for the buyer to assume the junior secured indebtedness on the Dwight Building. The loan assumption requirement has been rescinded and the sale is proceeding with the lender being paid off at closing. The Debtor still believes the transaction will close within the next thirty days with the buyer and the Debtor estimates that it will receive $4,000,000 to $5,000,000 from the sale of the Dwight Building. The Debtor and EB Neun Member, LLC are members in EB Neun Holdings, LLC which owns a residential and commercial building in the Temescal neighborhood in Oakland, California. On March 2019, the Debtor entered into a fourth amended operating agreement which resulted in the Debtor losing valuable distribution rights without receiving adequate consideration in return. The potential recovery arising from the Avoidance Claims is unknown. The Debtor will first have to litigate the Avoidance Claims to judgment or settlement, collect on any judgment, or monetize the recovered interest/distribution rights transferred to EB Neun Member, LLC. The Debtor's assets consist of (1) cash in its bank account ($16,719); (2)39.9% membership interest in Dwight Holdings, LLC (estimated $5,000,000; and (3)20% membership interest in EB Neun Holdings, LLC and litigation claims against EB Neun Member, LLC the co member with the Debtor ins EB Neun Holdings, LLC (value unknown). The Debtor will liquidate and monetize all its assets to pay unsecured creditors and, if there are excess proceeds, make distribution to its members. If the case was converted to Chapter 7, the Chapter trustee and his professionals would be entitled to their fees and costs which will result in the unsecured creditors receiving less than they would under this Chapter 11 plan of reorganization. Class 1 consists of Unsecured Creditor Claims. Members of this class consist of all non-subordinated, general unsecured claims against the Debtor. These claims include those claims listed in the Debtor's schedules not in dispute by the Debtor and claims filed in this case. All assets of the Debtor will be liquidated and monetized with all funds to pay the creditors in Class 1. The Debtor's pro rata payment to unsecured creditors will depend on (1) the distribution to the Debtor based on its 39.8% interest in Dwight Holdings, LLC; and (2) the Debtor's recovery in litigation against EB Neun Member, LLC. Creditors in Class 1 may not take any collection action against Debtor so long as Debtor is not in material default under the Plan. This class is impaired and is entitled to vote on confirmation of the Plan. Class 2 consists of the owners of membership interests of Debtor. The interest holders shall retain their pre petition ownership interest in the Debtor. The interest holders will be entitled to distributions pursuant to the Debtor's operating agreement and applicable amendments. No distributions or payments shall be made to this class until all claims in Class 1 are paid in full. A full-text copy of the Combined Plan and Disclosure Statement dated September 6, 2024 is available at https://urlcurt.com/u?l=8oklJd from PacerMonitor.com at no charge. Counsel to the Debtor: Chris D. Kuhner, Esq. Kornfield Nyberg Bendes Kuhner & Little, P.C. 1970 Broadway, Suite 600 Oakland, CA 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 About NGI East Bay Portfolio NGI East Bay Portfolio, LLC in Oakland, CA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-40243) on March 3, 2023, listing $1,249 in assets and $13,166,567 in liabilities. Randall Miller as managing member, signed the petition. Judge William J. Lafferty oversees the case. Kornfield Nyberg Bendes Kuhner & Little, P.C., serves as the Debtor's legal counsel. NORTH MISSISSIPPI MEDIA: Taps Craig M. Geno PLLC as Legal Counsel ----------------------------------------------------------------- North Mississippi Media Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire the Law Offices of Craig M. Geno, PLLC as counsel. The firm will provide these services: a. advise and consult with the Debtor-in-Possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor-in-Possession; b. evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of Debtor as they become necessary in this proceeding. The firm will be paid at these rates: Craig M. Geno $500 per hour Associates $275 per hour Paralegals $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount of $11,800. Craig M. Geno, Esq., a partner at Law Offices of Craig M. Geno, 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: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About North Mississippi Media North Mississippi Media Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 24-12920) on September 20, 2024, listing $1,000,001 to $10 million in both assets and liabilities. Craig M. Geno, Esq. at Law Offices Of Craig M. Geno, PLLC represents the Debtor as counsel. NORTHEAST LANDSCAPING: Seeks to Hire Pierce Atwood as Attorney -------------------------------------------------------------- Northeast Landscaping & Tree Services, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to employ Pierce Atwood, LLP as attorneys. The firm will provide these services: a. take all necessary action to protect and preserve the value of the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; c. take all appropriate actions in connection with the sale of any or all of the Debtor's assets pursuant to section 363 of the Bankruptcy Code, or otherwise; d. take all necessary actions in connection with any Chapter 11 plan and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; and e. perform all other necessary legal services in connection with the prosecution of the Chapter 11 cases. The firm's current hourly rates are as follows: Partners and counsel $400 to $550 Associates $225 to $375 Paraprofessionals $180 to $215 Prior counsel, Chace Ruttenberg & Freedman, LLP, received a fee advance of $30,000. Both Chace Ruttenberg and Pierce Atwood have petitioned the court to authorize the transfer of that fee advance to Pierce Atwood as successor counsel to Debtor. Pierce Atwood is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code as modified by section 1107(b) of the Bankruptcy Code, according to court filings. The firm can be reached through: Stephen F. Del Sesto, Esq. Pierce Atwood, LLP One Citizens Plaza, 10th Floor Providence, RI 02903 Tel: (401) 490-3415 About Northeast Landscaping & Tree Services Northeast Landscaping & Tree Services Inc. is an exterior facility maintenance provider. Northeast Landscaping & Tree Services Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 24-10611) on August 30, 2024. In the petition filed by Antonio Portonato, as president, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Diane Finkle handles the case. The Debtor is represented by Andre S. Digou, Esq. at CHACE RUTTENBERG & FREEDMAN, LLP. NOSTRUM LABORATORIES: Says Chapter 11 Trustee Not Needed -------------------------------------------------------- New Jersey drugmaker Nostrum Laboratories has filed an opposition to Citizens Bank's motion to appoint a Chapter 11 trustee, arguing it was filed too early and is unnecessary because Nostrum plans to sell its assets and pay Citizens in full. The Debtor is an operating pharmaceutical business developing and manufacturing generic products for the United States market and has a well-defined business plan to commercialize generic products. As a pharmaceutical business, the Debtor is subject to numerous and strict regulations of agencies such as the Food and Drug Administration ("FDA") and Centers for Medicare and Medicaid Services ("CMS"). As such, the Debtor's business is specialized and unique compared to other industries. Due to various factors that have since been resolved including short-term operational issues and a wrongful applied inflation penalty by the CMS that prevented Debtor from pursuing debt or equity financing for three years until it was settled recently, the Debtor had a temporary cash crunch which impacted operations. Unfortunately, Citizen's actions to appoint a receiver would have triggered a default under the DOJ agreement potentially creating a $50 million dollar liability that would have destroyed the company leaving its creditor body unable to recover in this Bankruptcy. "One recalcitrant creditor on a premature motion before first day motions were filed, schedules are filed, or substitute counsel even entering the case seeking to appoint a trustee should not be permitted to dictate the future of this Bankruptcy. In short, this Motion is grossly premature," Nostrum tells the Court. "Contrary to Citizens hyperbolic assertions predicated on a misunderstanding of the pharmaceutical industry and ignoring relevant points when convenient, management for the Debtor has a structured plan that it will implement in conjunction with the subject bankruptcy." Under the U.S. Trustee's Office and the Bankruptcy Court's close supervision, the Debtor says it will sell its assets to pay the creditors, including Citizens in full, while continuing to operate so as to maximize the value of its assets. Management for the Debtor has specialized knowledge of the pharmaceutical industry, the value of its assets, and is uniquely positioned to continue operating the Debtor business. Moreover, Nostrum points out that Citizens cannot meet its requisite standard to appoint a chapter 11 trustee or to dismiss the chapter 11 case, as NLI has been properly managed since its inception nearly three decades ago and no cause exists to grant either motion. Indeed, the appointing of a chapter 11 trustee will interrupt the plan that debtor will institute moving forward and harm, not help, the Debtor and, most importantly, its large body of unsecured creditors. The Debtor thus requests that the Court deny Citizens' Motion, which is nothing more than an improper attempt by Citizens to hijack the Bankruptcy process, seeking to compel a process wherein the Trustee as the collection agent for Citizens rather than protect the unsecured creditor body as a whole. About Nostrum Laboratories Nostrum Laboratories Inc. operates as a pharmaceutical company. The Company offers sucralfate, and theophylline extended release (ER) tablets, as well as piroxicam capsules, and carbamazepine ER capsules. Nostrum Laboratories Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-19611) on Sept. 30, 2024. In the petition filed by James Grainer, as chief financial officer, the Debtor estimated assets between $50,000 and $100,000 and estimated liabilities between $10 million and $50,000. The Honorable Bankruptcy Judge John K. Sherwood handles the case. The Debtor is represented by: David L. Bruck, Esq. Greenbaum, Rowe, Smith, et al. 1800 N. Topping Avenue Kansas City, MO 64120 NRG ENERGY: S&P Affirms 'BB' Issuer Credit Rating, Outlook Pos. --------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on NRG Energy Inc.'s (NRG), its 'BBB-' issue-level rating on its senior secured debt, 'BB' rating on its senior unsecured debt, and 'B' rating on its preferred stock. The recovery rating on the senior secured debt remains '1' (rounded estimate: 95%), reflecting our expectation of very high recovery. S&P's recovery rating on the senior unsecured remains '4' (rounded estimate: 35%). The positive outlook reflects S&P's expectation that NRG will continue to delever, with leverage reaching 3.0x-3.25x in 2025, while demonstrating a successful execution of the integrated strategy that results in improved key retail metrics. NRG is proposing to refinance some of the debt at APX Group Holdings (aka Vivint) with an add-on to its secured term loan B due 2031. S&P anticipates the transaction will be neutral for leverage. It also expects that NRG will eventually refinance all the debt currently outstanding at Vivint. NRG's proposed refinancing of Vivint simplifies the company's structure. NRG is proposing to pay down debt at its wholly owned, nonguarantor subsidiary, Vivint, by adding $450 million to its term loan B due in 2031. S&P said, "We anticipate that NRG will eventually refinance all the debt outstanding at Vivint, such that there will be no debt remaining at the subsidiary. We view the transaction as largely neutral for credit quality because we were already fully consolidating Vivint in our calculation of leverage. Vivint will also no longer be a ring-fenced entity and will eventually become a guarantor of NRG's debt, which simplifies the overall capital structure." Furthermore, the company also announced that it will offer to exchange Vivint $800 million 2029 unsecured notes for NRG's senior unsecured debt. Once the exchange is completed, S&P would expect to raise the rating on those notes to 'BB', in line with NRG's other senior unsecured debt. NRG's credit metrics are projected to continue to improve, reaching the low 3x area by 2025. The company continues to proceed with some modest deleveraging, including the repayment of about $251 million of its 2.75% convertible notes in the second quarter of 2024. This follows some more significant deleveraging of about $1.5 billion over 2023. S&P continues to project leverage to be in the low-3x area by 2025, partially driven by some EBITDA expansion. NRG's other capital allocation priorities include its share-repurchase program. The company is projected to buy back about $825 million in 2024, after having bought back about $1.2 billion over the course of 2023. In terms of capital expenditures, the company is also looking to add to its fleet opportunistically, with potentially developing up to 1.5 gigawatt (GW) of dispatchable assets in the region covered by Electric Reliability Council of Texas Inc. (ERCOT). As such, NRG will receive support in the form of low-cost funding for one 456-megawatt (MW) project from the Texas Energy Fund. In terms of renewables, the company will continue to add to its solar power purchase agreements (PPAs) to lessen its load-to-generation mismatch. S&P said, "We will continue to monitor the performance at Vivint. Given the transformative nature of the Vivint acquisition, we continue a demonstrated successful integration as key prior to upgrading NRG's issuer credit rating." Some key retail metrics have shown improvements, such as subscribers' count and service margins, which have grown on a yearly basis. At the same time, the acquisition cost per subscribers is materially increasing, which are due to higher financing rates and higher attached rates of products. This may indicate that cross selling is not yet significant if the majority of the growth is currently originated through Vivint's sales channels. S&P said, "The positive outlook reflects our view that NRG's aggressive deleveraging in 2023 has resulted in metrics that are trending toward S&P Global Ratings-adjusted net leverage below 3.25x on a consistent basis and free operating cash flow (FOCF) to debt above 15%. We expect the company will achieve an S&P Global Ratings-adjusted EBITDA of $3.2 billion or higher and deleverage by at least $500 million in 2024. "We would revise the outlook to stable if we expected S&P Global Ratings-adjusted debt to EBITDA to remain at around 3.5x or higher, and FOCF to debt remains below 15%. NRG's load-to-generation matching remains tight in regions such as ERCOT. A continuation in outages that affect operations as well as its load serving obligations could trigger weakening in the business risk profile. The ability to maintain significant liquidity during periods of high commodity volatility remains a key risk that we will monitor on a quarterly basis. "We would raise the rating to 'BB+' if we expect S&P Global Ratings-adjusted debt to EBITDA ratios to consistently below 3.25x and S&P Global Ratings-adjusted FOCF to debt consistently above 15%. An upgrade would also require a track record of successful execution of the integrated strategy showing improvement in churn ratios and other key performance measures in the smart home segment. "Environmental factors are a negative consideration in our credit rating analysis of NRG. NRG has pivoted heavily to retail power and in 2023 reduced its emissions by more than 50% since 2014. It aims to reduce scope one, two (purchased electricity), and three (employee business travel) emissions by 50% by 2025 and has a net-zero target of 2050. Although NRG closed an additional 1.6 GW of coal-fired generation units in 2022, coal generation still contributes up to 40% of its wholesale generation. The company continues to face operational challenges, from weather events like winter storm Elliot in the northeast. To recall, the net impact from the February 2021 ERCOT winter storm Uri was significant at about $260 million, demonstrating its vulnerability to physical risks." NUMBER HOLDINGS: Committee Seeks to Hire ASK LLP as Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Number Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ ASK LLP as its counsel. ASK will render these services: a. Analysis. ASK will perform an analysis (the "Analysis Phase") of the gross transfer totals as well as potential defenses under section 547 of the Bankruptcy Code. b. Pre-Suit. ASK will attempt to recover claims before an adversary proceeding is commenced and expenses are incurred (the "Pre-Suit Phase"). To procure settlements ASK will send a demand package consisting of the identification of the transfers at issue, an explanation of the cause of action and any new value that may reduce the preference exposure. ASK will attempt to make phone contact with every recipient of a preference demand to verify the package is in the right hands and to encourage the settlement option. As part of the settlement process ASK may share certain preference analysis reports. c. Suit. Once an action is commenced (the "Suit Phase"), ASK will serve a summons and complaint, a cover letter, and appropriate local forms. ASK will again attempt to make phone contact with every recipient of a lawsuit to verify the package is in the right hands and to encourage the settlement option. The firm will be paid at these hourly rates: Partners $650 to $950 Associates $450 to $595 Paraprofessionals $350 to $450 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: ASK did not represent the client during the 12-month period prepetition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: No. Marianna Udem, Esq., a partner at ASK, disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Marianna Udem, Esq. ASK, LLP 60 East 42nd Street, 46th Floor New York, NY 10165 Tel: (347) 534-0836 Fax: (212) 918-3427 Email: mudem@askllp.com About Number Holdings, Inc. Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/ -- operate over 370 "extreme value" retail stores in California, Arizona, Nevada and Texas under the business names "99¢ Only Stores" and "The 99 Store." The Company offers its customers a wide array of quality products -- from everyday household items, to fresh produce, deli, and other grocery items, to an assortment of seasonal and party merchandise -- many of which are still priced at or below 99.99 cents. The Company's stores are primarily located in urban areas and underserved communities, many of which lack close access to traditional grocery stores. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7, 2024. In the petition signed by Christopher J. Wells, as chief restructuring officer, the Debtor disclosed up to $10 billion in both assets and liabilities. Judge Kate Stickles oversees the case. The Debtors tapped Milbank LLP as general bankruptcy counsel, Morris, Nichols, Arsht & Tunnel LLP as Delaware bankruptcy counsel, Jefferies LLC as investment banker, Alvarez & Marsal North America, LLC as financial advisor, Hilco Merchant Resources, LLC and Hilco Real Estate, LLC as retail consultant and real estate consultant, and Kroll Restructuring Administration LLC as claims and noticing agent. OCEANVIEW DEV'T: Court Confirms Combined Plan of Reorganization --------------------------------------------------------------- Judge Robert J. Faris of the United States Bankruptcy Court for the District of Hawaii confirmed Oceanview Development, LLC's First Modified Combined Plan of Reorganization and Disclosure Statement for Debtor's Plan of Reorganization Dated February 29, 2024. The Debtor owns approximately 48-acres of land which are divided into 6 separate land condominium units bearing Tax Map Key Nos. (1) 5-6-006-057:0003 through 0008 (inclusive).. As of the Petition Date, Amos Alexander first mortgage against the Kahuku Property. As of the Petition Date, the Debtor was a defendant in a foreclosure action pending in the Circuit Court for the First Circuit Court of the State of Hawaii, as Civil No. 1CCV-22-0001053, with respect to the Kahuku Property, commenced by Alexander. On November 20, 2023, the Office of the United States Trustee filed a statement of inability to form an unsecured creditors committee. On February 29, 2024, the Debtor filed its Combined Plan of Reorganization and Disclosure Statement for Debtor's Plan of Reorganization Dated February 29, 2024. On March 14, 2024, the Court entered an Order Granting Preliminary Approval for Combined Plan of Reorganization and Disclosure Statement and Scheduling a Combined Disclosure Statement and Confirmation Hearing that, among other things, (a) preliminarily approved the disclosures in the Original Plan, and (b) established procedures governing the Confirmation Hearing. On June 3, 2024, the UST filed its United States Trustee's Statement Regarding [the Plan] On June 3, 2024, Alexander filed an Objection to Confirmation of the Original Plan. On June 17, 2024, the Court approved the disclosure statement contained in the "Original Plan", but denied confirmation of the Original Plan and continued the confirmation hearing to September 9, 2024. On July 1, 2024, the Debtor filed its First Modified Combined Plan of Reorganization and Disclosure Statement for Debtor's Plan of Reorganization Dated February 29, 2024, which was served by email through the Court's ECF noticing system on counsel for Alexander, the UST, and all parties-in-interest that appeared in the Chapter 11 Case. On August 26, 2024, Alexander filed an objection to the First Amended Plan. On September 16, 2024, the Debtor announced the terms of a settlement between the Debtor and Alexander, and the Court continued the confirmation hearing to October 4, 2024. Based on the record before the Court in this Chapter 11 Case, the Debtor and her agents, representatives, and any professional persons employed or formerly employed by any of them, have acted in "good faith" within the meaning of Bankruptcy Code Section 1125(e) in compliance with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all their respective activities relating to the solicitation of acceptances to the Plan and their participation in the activities described in Section 1125 of the Bankruptcy Code, and are entitled to the protections afforded by Section 1125(e) of the Bankruptcy Code. In addition to Administrative Claims and Priority Tax Claims, which need not be classified, the Plan designates three (3) Classes of Claims and one (1) Class of Equity Interests. The Claims and Equity Interests placed in each Class are substantially similar to other Claims and Interests, as the case may be, in each such Class. Valid business, factual, and legal reasons exist for separately classifying the various classes of claims and Interests created under the Plan. The Plan designates that Classes 1, 2, and 3 are impaired and specifies the treatment of Claims and Equity Interests in those Classes, thereby satisfying section 1123(a)(3) of the Bankruptcy Code. Votes to accept and reject the Plan have been solicited from creditors holding Claims in Classes 1, 2, and 3. Such votes were solicited and tabulated fairly, in good faith, and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules, the Solicitation Order, and industry practices. As set forth in the Ballot Tabulation, Classes 1 and 3 voted to reject the Plan, pursuant to section 1126(c) of the Bankruptcy Code. No votes were received for Class 2. Pursuant to the Alexander Stipulation, Class 1 subsequently changed its vote to accept the Plan. The Plan specifies that Class 4 is not impaired under the Plan, thereby satisfying Section 1123(a)(2) of the Bankruptcy Code. Said Class is deemed to have accepted the Plan because they are not impaired under the Plan. The holder of the Allowed Secured Amos Alexander (Class 1) will receive at least as much as it would receive in a case under chapter 7 with respect to those Claims. If the assets of the Debtor were liquidated outright, Class 1 would be paid in full. The Treatment of Class 1 is fair and equitable and does not unfairly discriminate against said Class. The holder of the Allowed City & County Claim (Class 2) will receive at least as much as they would receive in a case under chapter 7 with respect to those Claims. The Treatment of Class 2 is fair and equitable and does not unfairly discriminate against said Classes. The holders of the Allowed General Unsecured Claims (Class 3) will receive at least as much as they would receive in a case under chapter 7 with respect to those Claims because if the assets of the Debtor were liquidated out right, said Class would not receive a distribution. Under the Plan, Class 3 creditors will be paid in full; provided, however that, if the Available General Unsecured Proceeds are not sufficient to pay the holders of Allowed Claims in Class 3 in accordance with the Plan, the holders of Allowed Claims in said Class shall receive a Pro Rata Share of the Available General Unsecured Proceeds. The Treatment of Class 3 is fair and equitable and does not unfairly discriminate against said Class. Allowed Equity Interest in Class 4 will retain its equity interest under the Plan. The Plan provides for the same treatment for each Claim or Equity Interest in each respective Class, unless the holder of a particular Claim or Equity Interest has agreed to a less favorable treatment of such Claim or Equity Interest, thereby satisfying Section 1123(a)(4) of the Bankruptcy Code. The Plan provides adequate and proper means for the Plan's implementation through proceeds from the sale of the Parcels 3 through 8. The Debtor has exercised sound and considered business judgment in the formulation of the Plan. The Debtor has demonstrated sound business purpose and justification for the Plan, pursuant to Bankruptcy Code section 363(b). The Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying Section 1129(a) of the Bankruptcy Code. The Debtor has complied with the applicable provisions of the Bankruptcy Code, thereby satisfying Section 1129(a)(2) of the Bankruptcy Code. The Debtor has proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying Section 1129(a)(3) of the Bankruptcy Code. The good faith of the Debtor is evident from the facts and records of this case, the Plan, and the record of the Confirmation Hearing and other proceedings held in this case. The Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtor's Estate. The injunctive provisions of the Plan and the Confirmation Order implement the Debtor's discharge. Moreover, the Plan provides a mechanism for parties in this case to seek relief from the injunctions. Any payment made or to be made by the Debtor for services or for costs and expenses in or in connection with the Debtor's Chapter 11 Case, or in connection with the Plan and incident to the Debtor's Chapter 11 Case, has been approved by, or is subject to the approval of, the Court as reasonable, thereby satisfying Section 1129(a)(4) of the Bankruptcy Code. The Debtor has complied with section 1129(a)(5) of the Bankruptcy Code. The Plan satisfies section 1129(a)(7) of the Bankruptcy Code. The treatment of Administrative Claims and Priority Tax Claims under the Plan satisfies the requirements of Bankruptcy Code section 1129(a)(9). At least one Class of Claims against the Debtor that is impaired under the Plan has accepted the Plan, determined without including any acceptance of the Plan by an insider, thus satisfying the requirements of section 1129(a)(10) of the Bankruptcy Code. Class 1 satisfies this requirement. The evidence proffered, adduced, or presented prior to and at the Confirmation Hearing (a) is persuasive and credible, and (b) establishes that confirmation of this Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtor, thus satisfying the requirements of Section 1129(a)(11) of the Bankruptcy Code. In order to satisfy Bankruptcy Code section 1129(a)(11), the Plan Proponent need not prove that there is an absolute certainty that the conditions to confirmation will be met. On the contrary, the plan proponent need only show that the Plan offers a reasonable assurance of success. The Plan has the requisite level of likelihood of success. Even though the Plan does not satisfy Section 1129(a)(8), the Plan can be crammed down over the dissenting Class 3. Based upon the evidence proffered, adduced, or presented by the Debtor and prior to and at the Confirmation Hearing, the Plan does not discriminate unfairly and is fair and equitable with respect to each Rejecting Class, as required by section 1129(b)(1) of the Bankruptcy Code. Pursuant to Bankruptcy Code section 1129(b)(2)(B)(ii), no holders of Claims or Interests that are junior to those of Holders of Allowed Class 3 will receive or retain any distribution on account of junior interests under the Plan. In addition, the Plan does not provide for payment of more than the full amount of their respective Allowed Claims to any senior Class. Based on the record before the Bankruptcy Court in this Chapter 11 Case, the Debtor and its officers, members, agents, representatives, and any professional persons employed or formerly employed by any of them, have acted in "good faith" within the meaning of Bankruptcy Code section 1125(e) in compliance with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all their respective activities relating to the solicitation of acceptances to the Plan and their participation in the activities described in section 1125 of the Bankruptcy Code, and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code. The release, injunction, and exculpation provisions (as modified in the Plan Confirmation Order) contained in the Plan are fair and equitable, are given for valuable consideration, were properly noticed to holders of Claims and Equity Interests and other interested parties in accordance with the requirements of due process and the applicable provisions of the Bankruptcy Code and Bankruptcy Rules, and are in the best interests of the Debtor and its Estate. In accordance with Section 1123(b)(3)(A) of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided under the Plan, the provisions of the Plan constitute a good-faith compromise of all Claims that all Holders of Claims may have with respect to any Allowed Claim or any distribution to be made on account of such Allowed Claim. The compromise and settlement of such Claims embodied in the Plan are in the best interests of the Debtor, the Estate, and all Holders of Claims, and are fair, equitable, and reasonable. Based on the foregoing findings and conclusions, it is appropriate for the Court to enter the Confirmation Order. A copy of the Court's decision dated October 9, 2024, is available at https://urlcurt.com/u?l=gvbJnZ Counsel for Debtor and Debtor-in-Possession: Chuck C. Choi Allison A. Ito CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Telephone: (808) 533-1877 Facsimile: (808) 566-6900 Email: cchoi@hibklaw.com; aito@hibklaw.com About Oceanview Development LLC Oceanview Development LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Haw. Case No. 23-00842) on October 18, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Choi & Ito. OLEGNA FUSCHI: Dismissal of Chapter 11 Bankruptcy Case Affirmed --------------------------------------------------------------- In the case captioned as OLEGNA FUSCHI, Appellant, -v- THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Appellee, Case No. 22-cv-332 (JSR) (S.D.N.Y.), Judge Jed S. Rakoff of the United States District Court for the Southern District of New York affirmed the order of the United States Bankruptcy Court for the Southern District of New York dismissing Olegna Fuschi's Chapter 11 bankruptcy case with prejudice. The bankruptcy court justified its dismissal of Ms. Fuschi's bankruptcy case on two grounds: (1) for cause under ll U.S.C. Sec. 1112(b), finding that she had filed the Chapter l1l petition in bad faith; and (2) because an earlier filed bankruptcy case involving the same creditor and the same assets was still pending in the United States Bankruptcy Court for the District of Connecticut at the time she initiated this proceeding. Olegna Fuschi is "an accomplished pianist with a world-renowned reputation." Ms. Fuschi, who represents herself on this appeal, has not identified any specific error in the judgment. The District Court finds no abouse of discretion in the Sec. 1112(b) dismissal. Ms. Fuschi appears to counter the bankruptcy court's bad-faith determination by asserting that she intended to reorganize and thus did not file in bad faith. She contends that she "is in a position to properly organize" and, in support of that position, she attaches to her brief an "Amended Plan of Reorganization" that she earlier submitted in the Connecticut case. But Judge Rakoff says that the bankruptcy court was not required to credit her unsupported assertions over objective evidence in the record connoting bad faith. He adds, her reproduction of an out-of-date, already rejected plan of reorganization does not undercut the bankruptcy court's well-supported finding of bad faith." The bankruptcy court also cited the single-estate rule in support of its dismissal of Ms. Fuschi's case. The District Court notes although there is a decided difference of opinion over whether a debtor may ever simultaneously maintain two separate bankruptcy proceedings, the "majority view" finds a strict prohibition against ever having two cases open simultaneously. Ms. Fuschi filed the Chapter 11 petition in the bankruptcy court in the Southern District of New York before she had been discharged from the Chapter 7 proceeding in the District of Connecticut, the District Court recounts. She argues that the "case ha[d] been effectively closed," because "the Chapter 7 Trustee had submitted a report that the estate had been fully administered" but she cites no support for this proposition, which runs counter to the authorities just cited, the District Court finds. Finally, the bankruptcy court did not abuse its discretion in imposing a two-year filing bar on Ms. Fuschi, the District Court finds. Judge Rakoff explains that the two-year period was calibrated to provide a 'sufficiently long period to ensure that the apartment foreclosure process can go forward successfully.' The Court finds that the bankruptcy court's imposition of the two-year refiling bar is reasonably tied to preventing the kind of bad-faith filing that justified dismissal here. A copy of the Court's decision is available at https://urlcurt.com/u?l=tQOtj8 Olegna Fuschi-Aibel, proceeding pro se, filed an individual Chapter 11 petition (Bankr. D. Conn. Case No. 18-50052) on January 18, 2018. On August 15, 2019, the Court entered an order converting the Debtor's case to a case under Chapter 7. OLYMPIA INVESTMENTS: Hires Greysteel Company as Broker ------------------------------------------------------ Olympia Investments, Inc. and affiliate seek approval from the U.S. Bankruptcy Court for the District of Columbia to employ Greysteel Company LLC as broker. The firm will market and sell the following residential units of the Debtors: -- 810 Kennedy Street, NW, Washington DC 20011 (14 units); -- 829 Rock Creek Church Road, NW, Washington, DC 20010 (6 units); -- 1010 G Street, NE, Washington, DC 20002 (14 units); -- 1521 E Street, SE, Washington, DC 20003 (6 units); -- 5400 7th Street, NW, Washington, DC 20011 (22 units); -- 3901 53rd Street, Bladensburg, MD 20710 (28 units); -- 8212 Flower Avenue, Takoma Park, MD (20 units); -- 4020 – 4040 Livingston Road, SE, Washington, DC 20032 (31 units). The firm will be paid a commission 4 percent of the sale price of each Property, of any approved sale of any or all of the Properties, subject to Court approval, less a total of $25,000. W. Kyle Tangney, a Senior Managing Director at Greysteel Company 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: W. Kyle Tangney Greysteel Company LLC 7735 Old Georgetown Road, Suite 850 Bethesda, MD 20814 Tel:(202) 280-2730 About Olympia Investments, Inc. Olympia Investments, Inc. is primarily engaged in renting and leasing real estate properties. Olympia Investments, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No. 24-00158) on May 7, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Efstratios Tsintolas as president. Stephen A. Metz, Esq. at OFFIT KURMAN, P.A. represents the Debtor as counsel. ONE FAT GROG: Trustee Hires Ewald Auctions Inc. as Auctioneer ------------------------------------------------------------- L. Todd Budgen, the Trustee for One Fat Frog, Incorporated, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Ewald Auctions, Inc. as auctioneer. The firm will evaluate and make arrangements for sale of the Debtor's property known as 2023 Ford F350 VIN #: 1FT8W3DT4PEC16003. The firm will be paid at a flat fee commission rate of 10 percent of the bid price. Robert H. Ewald, a partner at Ewald Auctions, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert H. Ewald, Esq. Ewald Auctions, Inc. 12472 Lake Uphill Road, Suite 312 Orlando, FL 32828 Tel: (407) 275-6853 About One Fat Frog One Fat Frog, Incorporated, is a food truck and trailer manufacturer based in Orlando, Fla. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02620) on May 2, 2024, with $1 million to $10 million in both assets and liabilities. Connie Baugher, president, signed the petition. Judge Lori V. Vaughan presides over the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's legal counsel. PARKER MEDICAL: Court Narrows Claims in First-Citizens Suit ----------------------------------------------------------- In the case captioned as FIRST-CITIZENS BANK & TRUST COMPANY, Plaintiff/Counterclaim Defendant, v. PARKER MEDICAL HOLDING COMPANY, INC.; MIDWEST MEDICAL ASSOCIATES, INC.; and RICHARD L. PARKER, SR., Defendants/Counterclaim Plaintiffs, and PEACHTREE MEDICAL PRODUCTS, LLC; MIDWEST MEDICAL DME ENTERPRISES, LLC; and MIDWEST MEDICAL ENTERPRISES, LLC, Defendants, ADV. PRO. NO. 22-05010-JWC (Bankr. N.D. Ga.), granted in part and denied in part First-Citizens Bank & Trust Company's Motion for Summary Judgment in the breach of contract dispute. This case started as a simple breach of contract action on two promissory notes and related guaranties. Each Defendant asserts multiple affirmative defenses based on allegations that First Citizens promised to extend the maturity date on one of the promissory notes but then breached that promise. Three Defendants assert counterclaims asserting the alleged breach caused them damages. First Citizens requests summary judgment on its breach of contract claims and all counterclaims and defenses. The 973 Line In September, 2018, Parker Medical established a revolving line of credit with First Citizens for up to $2.5 million. Parker Medical executed a Promissory Note titled Capital Manager Note, which promised to repay amounts borrowed under the 973 Line. The original maturity date on the 973 Note was September 25, 2020. First Citizens and Parker Medical increased the 973 Line to $3 million by a modification agreement dated May 20, 2020; the modification did not include an extension of the maturity date. Mr. Parker signed the 973 Note and modification on behalf of Parker Medical; Larry "Skip" McPheeters signed both the 973 Note and the modification on behalf of First Citizens as SVP. Parker Medical and three of the Defendants, Midwest Medical, Midwest DME, and Midwest Enterprises, each executed a Commercial Security Agreement. Mr. Parker signed each Commercial Security Agreement on behalf of the respective borrower or grantor. Mr. Parker, individually, Midwest Medical, Midwest DME, and Midwest Enterprises (the Guarantor Defendants) each executed a Commercial Guaranty. Mr. Parker signed each of the Commercial Guaranties, in his individual capacity for his own guaranty, and in his capacity as either president or member of the corporate entities. The 063 Line In January, 2020, Parker Medical and Peachtree Medical executed a Promissory Note, which promised to pay the principal amount of $500,000 in 48 monthly payments. The 063 Note includes a provision making a default on any other agreement between the borrower and First Citizens to be a default under the 063 Note. Mr. Parker signed the 063 Note on behalf of Parker Medical and Peachtree Medical; Mr. McPheeters appears to have signed the 063 Note on behalf of First Citizens as SVP. Parker Medical, Peachtree Medical, and First Citizens also executed a Business/Commercial Loan Agreement pursuant to which First Citizens agreed to loan $500,000 to Parker Medical and Peachtree Medical. Mr. Parker signed the 063 Loan Agreement on behalf of Parker Medical and Peachtree Medical; Mr. McPheeters signed the 063 Loan Agreement on behalf of First Citizens as Senior Vice President. Parker Medical, Peachtree Medical, Midwest Medical, Midwest DME, and Midwest Enterprises, each executed a Commercial Security Agreement to secure the 063 Note. Mr. Parker signed each Commercial Security Agreement on behalf of the respective borrower or grantor. The Guarantor Defendants each executed a Commercial Guaranty in connection with the 063 Note. Mr. Parker signed each of the Commercial Guaranties, in his individual capacity or in his capacity as either president or member of the corporate entities. First Citizens initiated this action in state court in 2021. The complaint, as amended, asserts seven remaining counts: -- Count I: breach of contract against Parker Medical Holding Company, Inc. for amounts due on a promissory note called the "973 Note." -- Count II: breach of contract against Parker Medical and Peachtree Medical Products, LLC for amounts due on a promissory note called the "063 Note." -- Count III: breach of contract against Parker Medical for breaches of a Master Agreement and Supplemental Loan Agreement executed in connection with the 973 Note. -- Count IV: breach of contract against Midwest Medical Associates, Inc., Midwest Medical DME Enterprises, LLC; Midwest Medical Enterprises, LLC; and Richard L. Parker for breaching their respective guaranties of all amounts due under the 973 Note. These Defendants are referred to as the "Guarantor Defendants." -- Count VII: contractual attorneys' fees pursuant to the Supplemental Loan Agreement. -- Count VIII: attorneys' fees pursuant to O.C.G.A. Sec. 13-6-11. -- Count IX – breach of contract against the Guarantor Defendants for breaching their respective guaranties for amounts due under the 063 Note. First Citizens asserts a little over $3 million owed on the 973 Note and a little over $332,000 owed on the 063 Note, plus accruing interest and attorney's fees. Three Defendants -- Parker Medical, Midwest Medical, and Mr. Parker -- answered the complaint and filed the following counterclaims against First Citizens: -- Counterclaim I: breach of contract for failing to honor an alleged extension of the maturity date of the 973 Note. -- Counterclaim II: abandonment of course of dealing and mutual departure for not extending the maturity date of the 973 Note. -- Counterclaim III: intentional or negligent misrepresentations that First Citizens would extend the maturity date of the 973 Note. Mr. Parker, individually, also asserted Counterclaim IV for the loss of value of his ownership interests in Parker Medical caused by First Citizens' alleged breaches. All Defendants asserted the following affirmative defenses: -- Failure to state a claim -- Offset -- Novation -- Mutual departure -- Failure to mitigate -- Impairment of collateral -- Interference and excuse of performance -- Failure of consideration -- Frustration of purpose -- Impossibility of performance -- Waiver -- Unclean hands -- Equitable estoppel -- Estoppel The Motion is granted in part and denied in part: -- The Motion is denied on all of First Citizens' claims; -- The Motion is denied on Counterclaim I and the related affirmative defenses of novation and offset as to Parker Medical; -- The Motion is granted on Counterclaim II and the related defense of mutual departure and waiver as to all Defendants. -- The Motion is granted in part and denied in part on Counterclaim III. Summary Judgment is granted as to all Defendants on any claim for fraudulent misrepresentation, and summary judgment is denied as to Parker Medical on the claim for negligent misrepresentation and the related affirmative defense of estoppel; -- The Motion is granted on the affirmative defenses of total or partial failure of consideration, failure to mitigate, impairment of collateral, excused performance, frustration of purpose, impossibility of performance, and unclean hands as to all Defendants. -- The Motion is granted on all counterclaims and defenses asserted by Midwest Medical, Midwest DME, Midwest Enterprises, and Richard L. Parker. -- With respect to any counterclaims or defenses of Richard L. Parker, Midwest DME, and Midwest Enterprises, the Court's ruling shall constitute proposed findings of fact and conclusions of law to the District Court; -- The Motion is denied in all other respects. A copy of the Court's decision is available at https://urlcurt.com/u?l=l6s5l2 About Parker Medical Holding Company Parker Medical Holding Company, Inc. and affiliates, Midwest Medical Associates, Inc. and Peachtree Medical Products, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 22-50369) on Jan. 14, 2022. At the time of filing, Parker and Midwest listed up to $50 million in assets and up to $10 million in liabilities. Meanwhile, Peachtree listed up to $1 million in assets and up to $500,000 in liabilities. Jimmy L. Paul, Esq., and Drew V. Greene, Esq., at Chamberlain Hrdlicka White Williams & Aughtry, are the Debtors' attorneys. Mark A. Smith is the Chapter 11 trustee appointed in the Debtors' cases. The trustee is represented by Scroggins & Williamson, P.C. PAVMED INC: Anthony Dubreville Discloses 5.5% Equity Stake ---------------------------------------------------------- Anthony Dubreville and The Dubreville Family Trust disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of August 30, 2024, they beneficially owned shares of PAVmed Inc.'s common stock. Mr. Dubreville is the trustee of The Dubreville Family Trust. As such, Mr. Dubreville may be deemed to have sole power to vote and dispose of the shares of the Issuer directly owned by The Dubreville Family Trust. Accordingly, the 606,259 shares of Common Stock reported as beneficially owned by Mr. Dubreville includes the 556,807 shares of Common Stock beneficially owned by The Dubreville Family Trust. Percent of Class: * Mr. Dubreville: 5.5% * The Dubreville Family Trust: 5% A full-text copy of Mr. Boos' SEC Report is available at: https://tinyurl.com/4bw8xu5r About PAVmed PAVmed Inc. is a diversified commercial-stage medical technology company operating in the medical device, diagnostics, and digital health sectors. Its subsidiary, Lucid Diagnostics Inc. (NASDAQ: LUCD), is a commercial-stage cancer prevention medical diagnostics company that markets the EsoGuard Esophageal DNA Test and EsoCheck Esophageal Cell Collection Device — the first and only commercial tools for widespread early detection of esophageal precancer to mitigate the risks of esophageal cancer deaths. Its other subsidiary, Veris Health Inc., is a digital health company focused on enhanced personalized cancer care through remote patient monitoring using implantable biologic sensors with wireless communication along with a custom suite of connected external devices. Veris is concurrently developing an implantable physiological monitor, designed to be implanted alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform. New York, NY-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, PAVmed had $39.41 million in total assets, $58.06 million in total liabilities, and a total stockholders' deficit of $18.64 million. PICCARD PETS: Seeks to Hire Keller Williams St. Johns as Realtor ---------------------------------------------------------------- Piccard Pets Supplies Corp. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Courtney Smith of Keller Williams St. Johns as realtor. Ms. Smith will market and sell the Debtor's property located at 5521 Blanding Blvd., Jacksonville, FL 32244. The realtor will received a broker's fee of 5 percent of the gross sales price plus $295 for the successful sale of real commercial property. As disclosed in the court filings, the broker does not have any connection with Debtor's creditors, any other party-in-interest, or their respective attorneys or accountants. The firm can be reached through: Courtney Smith Keller Williams St. Johns 301 Kingsley Lake Dr., #502 St. Augustine, FL 32092 Phone: (786) 587-8702 About Piccard Pets Supplies Piccard Pets Supplies Corp., a company in Jacksonville, Fla., offers pet supplies and medications. Piccard Pets Supplies sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02434) on Aug. 15, 2024, with total assets of $927,465 and total liabilities of $5,323,839. Marlon Martinez, chief executive officer, signed the petition. Judge Henry W. Van Eck oversees the case. The Debtor is represented by Thomas Adam, Esq., at Adam Law Group, PA. PINEAPPLE ENERGY: Gets $380K Additional Loan From Conduit Capital ----------------------------------------------------------------- As previously disclosed, on July 22, 2024, Pineapple Energy Inc. obtained bridge loan financing for working capital purposes from Conduit Capital U.S. Holdings LLC, an unaffiliated lender. On such date, Conduit loaned the principal sum of $500,000 to the Company on an original issue basis of 20% and accordingly, Conduit advanced $400,000 to the Company. The Initial Conduit Loan will accrue interest on the unpaid principal amount, without deduction for the OID, at an annual rate of 20%. Commencing on October 21, 2024 through and including July 21, 2025, the Company may request that Conduit provide additional advances for working capital on identical terms, conditions and interest rate as the Initial Conduit Loan on an OID basis, up to an aggregate principal sum of $500,000, and Conduit shall have the right, without commitment or obligation to make such requested loan(s) by advancing 80% of the principal thereof. All such loans are secured by a pledge of all of the Company's assets. The agreement was evidenced by the Secured Credit Agreement, dated July 22, 2024, between the Company and Conduit and the Secured Credit Note, dated July 22, 2024, between the Company and Conduit. On September 9, 2024, the Company and Conduit entered into an Amended and Restated Convertible Secured Note which amended the Original Note, which provides for an additional principal advance of $120,000. The First Amended Note also provides that Conduit may convert all or any portion of the Second Advance and all accrued but unpaid interest thereon into a number of shares of the Company's common stock, par value $0.05 per share, calculated as the total dollar amount to be converted divided by $0.45. On September 23, 2024, the Company and Conduit entered into a further amended and restated convertible secured credit note, which amends and restates the First Amended Note. Under the terms of the Second Amended Note, Conduit loaned an additional principal sum of $380,000 to the Company on an OID basis of 20%. Additionally, pursuant to the Second Amended Note, Conduit was granted a demand registration right, which is in addition to the piggyback registration rights set forth in the First Amended Note, which registration rights are inclusive of all convertible shares issuable for the Second Advance and Third Advance, if converted; however, all out of pocket costs and expenses incurred in connection with this demand registration right shall borne by Conduit. The Third Advance, together with all accrued but unpaid interest thereon, are convertible into shares of Common Stock at the Conversion Price. About Pineapple Energy Inc. Pineapple Energy Inc. is a growing domestic operator and consolidator of residential and commercial solar, battery storage, and grid services solutions. Its strategy is focused on acquiring, integrating, and growing leading local and regional solar, storage, and energy services companies nationwide. Pineapple is primarily engaged in the sale, design, and installation of photovoltaic solar energy systems and battery storage systems through its Hawaii-based Hawaii Energy Connection and New York-based SUNation Solar Systems entities. Melville, N.Y.-based UHY LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company's current financial position and the Company's forecasted future cash flows for 12 months beyond the date of issuance of the financial statements indicate that the Company will not have sufficient cash to make the first SUNation earnout payment in the second quarter of 2024 or the first principal payment of the Long-Term Note due on November 9, 2024, factors which raise substantial doubt about the Company's ability to continue as a going concern. For the years ended December 31, 2023, and December 31, 2022, Pineapple Energy reported net losses of $8.1 million and $10.4 million, respectively. As of June 30, 2024, Pineapple Energy had $52,853,691 in total assets, $23,830,867 in total current liabilities, $23,477,561 in total long-term liabilities, $16,442,945 in mezzanine equity, and $10,897,682 in total stockholders' deficit. POTTSVILLE OPERATIONS: Case Summary & 30 Top Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: Pottsville Operations, LLC 420 Pulaski Drive Pottsville, PA 17901-3634 Business Description: The Debtors own and operate six skilled nursing facilities in Pennsylvania. Collectively, the Debtors have 925 beds across the six Facilities, and 759 residents currently at the Facilities as of the Petition Date. The Debtors acquired the Facilities in May of 2021. Chapter 11 Petition Date: October 15, 2024 Court: United States Bankruptcy Court Western District of Pennsylvania Eleven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Pottsville Operations, LLC (Lead Case) 24-70418 Pottsville Propco, LLC 24-70419 Kingston Operations, LLC 24-70420 Kingston Propco, LLC 24-70421 Hampton House Operations, LLC 24-70422 Hampton House Propco, LLC 24-70423 Williamsport North Operations, LLC 24-70424 Williamsport Propco, LLC 24-70425 Williamsport South Operations, LLC 24-70426 Yeadon Operations, LLC 24-70427 Yeadon Propco, LLC 24-70428 Judge: Hon. Jeffery A Deller Debtors' General Counsel: Elizabeth A. Green, Esq. Andrew V. Layden, Esq. BAKER & HOSTETLER LLP SunTrust Center, Suite 2300 200 South Orange Avenue Orlando, Florida 32801-3432 Tel: (407) 540-7920 Fax: (407) 841-0168 E-mail: egreen@bakerlaw.com E-mail: alayden@bakerlaw.com Debtors' Local Counsel: Daniel R. Schimizzi, Esq. Mark A. Lindsay, Esq. Harry A. Readshaw, Esq. Jordan N. Kelly, Esq. Sarah E. Wenrich, Esq. RAINES FELDMAN LITTRELL, LLP 11 Stanwix Street, Suite 1100 Pittsburgh, PA 15222 Tel: 412-899-6474 E-mail: dschimizzi@raineslaw.com mlindsay@raineslaw.com hreadshaw@raineslaw.com jkelly@raineslaw.com swenrich@raineslaw.com Debtors' Claims & Noticing Agent: STRETTO, INC. Lead Debtor's Estimated Assets: $1 million to $10 million Lead Debtor's Estimated Liabilities: $10 million to $50 million The petitions were signed by Neil Luria as chief restructuring officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GDXO6GA/Pottsville_Operations_LLC__pawbke-24-70418__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. PA Nursing Facility Trade Debt $15,980,249 Assessment 315 N. 2nd Street Harrisburg, PA 17101 Tel: 717-787-1171 2. Comprehensive Care Trade Debt $3,876,303 Solutions LLC 491 Lyons Ave Irvington, NJ 07111 Tel: 917-678-8442 3. ShiftMed, LLC Trade Debt $2,712,252 7925 Jones Branch Dr. McLean, VA 22102 Phone: 800-485-9002 Email: billingsupport@shiftmed.com 4. Reliant Pro Rehab Trade Debt $1,835,861 PO Box 207773 Dallas, TX 75320-7773 Tel: 877-889-5188 5. Change Healthcare Trade Debt $1,366,750 P.O. Box 736187 Chicago, IL 60673-6187 6. PAMC Consulting LLC Trade Debt $1,092,967 Dike Drive Monsey, NY 10952 Email: Mst141976@gmail.com 7. SC & BP Services Inc. Trade Debt $1,061,140 1420 East Linden Ave. Linden, NJ 07036 Tel: 908-912-2700 8. SpecialtyRX Trade Debt $1,027,160 2 Bergen Turnpike Ridgefield Park, NJ 07660 Tel: 866-773-2479 Email: info@srxltc.com 9. ShiftKey, LLC Trade Debt $1,022,270 PO Box 735913 Dallas, TX 75373-5913 Tel: 214-257-8686 10. United Health Plus Admin Trade Debt $904,433 975 NY-45 #1200 Pomona, NY 10970 11. UHP Administrators Trade Debt $878,800 1662 61st St. Brooklyn, NY 11204 Tel: 888-596-4325 12. IPFS Corporation Trade Debt $570,900 125 S. Wacker Dr. Suite 1650 Chicago, IL 60606 Tel: 866-412-2426 13. Centers for Medicare Trade Debt $533,360 & Medicaid Services PO Box 7520 Baltimore, MD 21207-0520 Phone: 212-861-4293 Email: enforcement@cms.hhs.gov 14. Dedicated Nursing Trade Debt $341,608 Associates, Inc. 6536 William Penn Hwy Rt. 22 Suite 201 Delmont, PA 15626-2409 Phone: 724-365-8545 Email: AR@DedicatedNurses.com 15. IntelyCare, Inc. Trade Debt $266,735 PO Box 787317 Philadelphia, PA 19178-7317 Phone: 844-683-5922 Email: CareTeam@intlycare.com 16. Eagle Risk Services Trade Debt $257,441 202 Caton Ave. Brooklyn, NY 11218 Phone: 718-215-8650 Email: Info@EagleNorthLLC.com 17. PointClickCare Trade Debt $233,641 Technologies Inc. PO Box 674802 Detroit, MI 48267-4802 Tel: 905-858-8885 18. TwoMagnets Inc. Trade Debt $211,494 PO Box 103125 Pasadena, CA 91189-3125 Phone: 408-837-0116 Email: billing@clipboardhealth.com 19. Trans-Med Ambulance Inc. Trade Debt $210,739 14 Marion Street Luzerne, PA 18709 Phone: 570-283-2444 Email: Lauraomtma@gmail.com 20. Kennedy PC Trade Debt $177,873 PO Bx 5100 Harrisburg, PA 17110 Phone: 717-233-7100, 877-833-7100 21. Medical Data Analytics Trade Debt $161,790 1482 Ocean Parkway Brooklyn, NY 11230 22. BerkshireHathaway Trade Debt $151,621 Homestate Cos. PO Box 844501 Los Angeles Phone: 877-680-2442 Email: billing@bhhomestate.com 23. Apex Global Solutions LLC Trade Debt $141,269 400 Rella Blvd. Suite 200 Montebello. NY 10901 Phone: 845-595-2444 Email: info@ApexGlobaUS.com 24. Med Stat Ambulance LP Trade Debt $118,257 465 East Chestnut St Hazleton, PA 18201 Tel: 570-861-8511 25. Care Technology Group Trade Debt $104,327 29 Terri Lee Lane Spring Valley, NY 10977 Phone: (212) 575-3495 Email: info@caretechnologygroup.com 26. Rehab Advisors by Trade Debt $104,282 Enhance LLC 685 River Ave. Lakewood, NJ 08701 Phone: 866-574-4272 Email: rehabadvisors@enhancetherapies.com 27. Elite Revenue Solutions Trade Debt $102,367 200 N. River Street Wlkes Barre, PA 18711 Tel: 570-825-1512 28. Signature Staff Trade Debt $95,180 Resources LLC 1460 T L Townsend Dr. #104 Rockwall, TX 75032 Tel: 866-480-4531 29. Sunset Staffing LLC Trade Debt $94,071 157 Sheffield Dr. Sunbury, PA 17801 Tel: 570-986-8773 30. Normandy Insurance Trade Debt $91,051 Company 4800 N Federal Hwy Boca Raton, FL 33431 Phone: 866-688-6442 Email: info@normandyins.com POWER REIT: All Proposals Approved at Annual Meeting ---------------------------------------------------- Power REIT held its 2024 Annual Meeting of shareholders during which: 1) Shareholders elected each David H. Lesser. Patrick R. Haynes, III, William S. Susman, and Dionisio D'Aguilar to the Board of Trustees for a one-year term. 2) Shareholders ratified MaloneBailey LLP as the Trust's independent audit firm for 2024. 3) Shareholders approved on an advisory basis, the compensation of the named executive officers. About Power REIT Old Bethpage, N.Y.-based Power REIT is a Maryland-domiciled, internally-managed real estate investment trust that owns a portfolio of real estate assets related to transportation, energy infrastructure, and Controlled Environment Agriculture in the United States. As of June 30, 2024, Power REIT had $49,789,487 in total assets, $39,834,459 in total liabilities, $9,632,402 of Series A 7.75% cumulative redeemable perpetual preferred stock, and $322,626 in total stockholders' equity. Going Concern The Company cautioned in a Form 10-Q Report for the quarterly period ended March 31, 2024, that there is substantial doubt as to its ability to continue as a going concern as a result of current liabilities that far exceed current assets, net losses incurred, expected reduced revenue, and increased property expenses related to the greenhouse portfolio. The Greenhouse Loan is in default and the subject of litigation. Power REIT continues to try to work with the lender to establish a path forward. However, the Greenhouse Loan is non-recourse to Power REIT, which means that in the event it cannot resolve issues with the lender and they foreclose on the properties, Power REIT should be able to continue as a going concern, albeit with a smaller portfolio of assets. In addition, it is possible the Greenhouse Loan will lead to distressed sales, including possibly through foreclosures, which would have a negative impact on its prospects. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the forbearance agreement is September 30, 2024. "There can be no assurance that our efforts to sell, re-lease, or recapitalize the assets secured by the Greenhouse Loan will ultimately retire the loan per the requirements of the forbearance agreement," the Trust said. POWER REIT: Resolves NYSE Deficiency After Restatement ------------------------------------------------------ Power REIT announced that it received a notice from the NYSE American LLC rescinding its letter dated September 3, 2024. As previously disclosed, the Deficiency Letter stated that the Trust was not in compliance with the continued listing standards of the Exchange because the Trust was below compliance with Section 1003(a)(i) of the NYSE American Company Guide, requiring stockholders' equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. As part of evaluating a plan to comply with the NYSE American listing requirements, the Trust embarked on analysis of the accounting treatment for its Preferred Shares which historically were classified as Mezzanine Equity. Based on its review, the Trust determined that the Preferred Shares should be treated as Equity. The Trust consulted with its Auditors and also retained a qualified third-party consultant to assist with its analysis of the accounting treatment for the Preferred Shares. Ultimately, the Trust concluded that it has incorrectly classified the Preferred Shares on its balance sheet and that they should be treated as Equity (not mezzanine equity) and the financial statements should be restated accordingly. The restatement increases the Trust's Total Equity on its consolidated Balance Sheet to approximately $10 million which is above the threshold required for NYSE American compliance as of June 30, 2024. The change in accounting treatment is non-cash in nature, and does not affect revenue, gross margin, net income or income per share or the presentation of the Company's non-GAAP metrics, including Funds from Operations. On September 24, 2024, Power REIT filed a Form 10-Q/A with the SEC for the quarter ended June 30, 2024, which provides a restated equity balance on its Consolidated Balance Sheet and an Explanatory Note. In addition, on September 24, 2024, Power REIT filed a Form 8-K describing the filing of the Form 10-Q/A. On September 25, 2024, the Trust received a notice from the NYSE American rescinding the Deficiency Letter as the Trust is compliant with equity requirements based on the restated equity level on the financial statements in the Form 10-Q/A. About Power REIT Old Bethpage, N.Y.-based Power REIT is a Maryland-domiciled, internally-managed real estate investment trust that owns a portfolio of real estate assets related to transportation, energy infrastructure, and Controlled Environment Agriculture in the United States. As of June 30, 2024, Power REIT had $49,789,487 in total assets, $39,834,459 in total liabilities, $9,632,402 of Series A 7.75% cumulative redeemable perpetual preferred stock, and $322,626 in total stockholders' equity. Going Concern The Company cautioned in a Form 10-Q Report for the quarterly period ended March 31, 2024, that there is substantial doubt as to its ability to continue as a going concern as a result of current liabilities that far exceed current assets, net losses incurred, expected reduced revenue, and increased property expenses related to the greenhouse portfolio. The Greenhouse Loan is in default and the subject of litigation. Power REIT continues to try to work with the lender to establish a path forward. However, the Greenhouse Loan is non-recourse to Power REIT, which means that in the event it cannot resolve issues with the lender and they foreclose on the properties, Power REIT should be able to continue as a going concern, albeit with a smaller portfolio of assets. In addition, it is possible the Greenhouse Loan will lead to distressed sales, including possibly through foreclosures, which would have a negative impact on its prospects. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the forbearance agreement is September 30, 2024. "There can be no assurance that our efforts to sell, re-lease, or recapitalize the assets secured by the Greenhouse Loan will ultimately retire the loan per the requirements of the forbearance agreement," the Trust said. PREHIRED LLC: Court Narrows Claims in ISA PLUS Suit --------------------------------------------------- In the case captioned as ISA PLUS, LLC, Plaintiff, v. PREHIRED, LLC; JOSHUA K. JORDAN, Defendants, Case No.: 3:22-cv-01211-JAH-JLB (S.D. Calif.), Judge John A. Houston of the United States District Court for the Southern District of California (i) granted in part and denied in part Jordan's motion for summary judgment and (ii) denied Jordan's motion to strike Exhibits D and E from the declaration of Jeffery A. Bernstein. Defendant Jordan founded Prehired LLC for the purposes of originating and entering into Income Share Agreements with customers who were interested in financing the cost of educational and mentoring services. Prehired entered into a Forward Purchase Agreement subject to various terms, conditions, and warranties with non-party Strategic Education Loan Fund, LLC dba SELF for the purchase and sale of ISAs. The Agreement was signed by Jordan as CEO of Prehired, and Jeffrey L. Bernstein, as the Founder and Managing Member of SELF. SELF purportedly orally assigned all of its rights and interests under the Forward Purchase Agreement with Prehired to ISAP. Both SELF and ISAP are owned by Bernstein. Prehired thereafter issued approximately twenty-six Purchase Notices under the Agreement to ISAP for nearly 400 ISAs, totaling $4,000,000. The Purchase Notices were executed over a two-year period, from January 2020 to January 2022. On July 1, 2022, Plaintiff filed a complaint in the Superior Court of the State of California County of San Diego – Central Division, against Defendants Joshua Jordan, an individual, and Prehired, LLC, alleging: (1) intentional misrepresentation; (2) negligent misrepresentation; (3) concealment; (4) breach of contract; and (5) breach of implied covenant of good faith and fair dealing. Plaintiff asserts that Defendants disregarded their contractional undertakings, and committed fraudulent and negligent misrepresentations in obtaining, and improperly retaining, the ill-begotten funds of Plaintiff. Defendants removed this action on the basis of diversity jurisdiction pursuant to 28 U.S.C. Sec. 1332(a). Motion for Summary Judgment Jordan moves for summary judgment to dismiss all claims in the complaint, arguing: (1) that ISAP was not a party to the Forward Purchase Agreement between Prehired and SELF; (2) the alleged assignment from SELF to ISAP was unauthorized and in violation of the Agreement; (3) Jordan cannot be held personally liable under an alter ego theory; and (4) ISAP's failure to timely respond to Jordan's request for admissions renders the matters admitted. Jordan seeks summary judgment on the intentional misrepresentation and concealment claims based on a purported lack of privity between the Parties. Jordan posits that because ISAP was not a party to the original Forward Purchase Agreement between SELF and Prehired, ISAP cannot impute reliance on statements made by Jordan to SELF. The Court says Jordan's argument is unpersuasive. The Court has determined a dispute of material fact as to the assignment of the Forward Purchase Agreement. Even by Jordan's own admission, the Parties operated under the terms of the unexecuted Amended Forward Purchase Agreement and executed numerous Purchase Notices. As such, whether the Forward Purchase Agreement was orally assigned from SELF to ISAP, and whether Jordan is liable for intentional misrepresentation and concealment are questions of fact for the jury, the Court states. Because ISAP is entitled to make alternative pleadings and inconsistent statements pursuant to Rule 8(d), whether Jordan's misrepresentations were done negligently or intentionally are alternative theories from which a jury must make a factual determination. Jordan's motion for summary judgment is denied as to the negligent misrepresentation claims, the Court holds. Plaintiff fails to allege any facts or provide any argument that the damages sought go beyond or differ in any way from the breach of contract claim. ISAP's claim for a breach of the implied covenant of good faith and fair dealing is dismissed as duplicative, the Court holds. Motion to Strike On November 8, 2023, Jordan filed a motion to strike Exhibits D and E to the declaration of Jeffery Bernstein in support of ISAP's response in opposition to the motion for summary judgment. Exhibit D attached to the Bernstein declaration are email exchanges between Bernstein, Jordan, and Darius Goldman of Meratas discussing contract terms of a draft Amended Forward Purchase Agreement. Exhibit E is an Amended Forward Purchase Agreement between ISAP and Defendant Prehired. Jordan argues the exhibits should be stricken because of Plaintiff's failure to timely disclose the documents during the discovery period. Because Jordan does not seriously controvert ISAP's claim that the email chain was previously produced and disclosed prior to the discovery deadline, the Court accepts ISAP's representations as true. Accordingly, Jordan's motion to strike Exhibit D is denied, the Court holds. The Court does not find that Exhibit D unfairly surprises or prejudices Jordan to justify its preclusion. Jordan's motion to strike is denied. A copy of the Court's decision is available at https://urlcurt.com/u?l=vVJdEw About Prehired LLC Prehired, LLC is a company in Dover, Del., which trains persons to sell software. Prehired and its affiliates filed petitions for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-11293) on Sept. 28, 2022, with up to $10 million in both assets and liabilities. On Oct. 26, 2022, the cases were transferred to the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 22-11007). Jami B. Nimeroff serves as Subchapter V trustee. Judge John T. Dorsey oversees the cases. John J. Keenan, Esq., at Warren Law Group and Pashman Stein Walder Hayden, P.C. serve as the Debtors' bankruptcy counsel and Delaware counsel, respectively. QUINCY HEALTH: S&P Revises ICR to 'CCC-', Outlook Developing ------------------------------------------------------------ S&P Global Ratings revised its issuer credit rating on Quincy Health LLC to 'CCC-' from 'SD' (selective default). The outlook is developing. S&P said, "We also revised our issue-level rating on the company's term loan to 'CCC-' from 'D'. Our recovery rating remains '4' (from our last estimate) and reflects our expectation of average (30%-50%; rounded estimate: 35%) recovery in the event of default. "We assigned a 'CCC+' issue-level rating and a '1' recovery rating to the company's newly issued delayed-draw term loans. Our recovery rating of '1' reflects our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. Our developing outlook reflects heightened potential for a near-term upgrade if the company successfully extends its maturities as provided for in the debt agreement, as well as heightened potential for a downgrade if it cannot. "Our 'CCC-' issuer credit rating reflects the heightened potential for a default or distressed exchange within six-months, if the company fails to meet the conditions required for an extension of the maturity on the term loan." The developing outlook reflects both the heightened potential for a near-term downgrade if the company is unable to meet those conditions, as well as the heightened potential for a near-term upgrade, if the company successfully extends maturities as allowed by the recently revised terms of the term loan. Quincy Health LLC, operator of about 10 rural hospitals, completed a debt amendment in July 2024 that allowed interest payments beyond 30 days, and a subsequent amendment in October that enables the company to extend the April 2025 maturity on its $700 million term loan, by more than two years if it meets certain conditions in January 2025. The company also issued two delayed-draw term loans totaling $70 million and took ownership of two hospitals from the Steward bankruptcy. This follows the company completing two amendments to its debt agreements, which S&P viewed as a distressed exchange. In July, the company entered an amendment which allowed it to delay its interest payment beyond 30 days. In October, the company entered an amendment that allows it to extend the April 2025 maturity on the $700 million term loan by more than two years if the company gives lenders 27.5% of the equity and either achieves $90 million of EBITDA (measured as of November 2024) or lenders vote for the extension. This amendment also provides for a reduction in cash interest upon the maturity extension, increases in the payment-in-kind (PIK) interest on the term loan, waives the company's net leverage ratio until 2027, and maintains the $10 million minimum liquidity covenant. The company no longer has any asset sale requirements. S&P said, "Despite the issuance of $70 million of combined delayed-draw term loans, we view liquidity as weak, because of the pending maturities and our expectation for the company to generate free cash flow deficits in 2024 and 2025. Quincy had about $11 million of cash on hand and limited remaining availability to draw under its asset-based lending (ABL) facility as of June 30, 2024. The ABL had $67 million outstanding and matures in 2025. We believe the company will likely be able to extend the maturity on the ABL if it succeeds in extending the maturity on the term loan. "Although we expect financial performance to improve, we see high debt leverage and cash interest costs limiting the rating upside over the next year. We expect a significant improvement in margins in 2024 and 2025 helped by the company's divestiture of loss-generating assets, improving patient volumes, and easing cost pressures. While we expect patient revenues generated from the two hospitals recently acquired from Steward may be in the range of $150 million to $200 million, we expect EBITDA generation to be negligible over the next two years. We also anticipate a decline in benchmark interest rates and for a step-down in cash interest costs in 2025, as provided for in the recent amendment. That said, even if the company successfully extends the maturity, we expect it will remain burdened by high debt leverage and relatively high cash interest expense, over the next few years. More specifically, we expect S&P Global Ratings-adjusted debt to EBITDA to be above 10x in 2024 and 2025, inclusive of the additional delayed draw term loans. "Our developing outlook reflects heightened potential for a near-term upgrade if the company successfully extends its maturities as provided for in the debt agreement, as well as heightened potential for a downgrade if it cannot. "We could lower the rating if the company fails to meet the necessary conditions enabling it to extend the maturities of its credit facilities. We could also lower the rating if we view a default as a virtual certainty. "We could raise the rating if Quincy meets the conditions and successfully extends its credit facilities in January 2025, as allowed under its credit amendment, such that it has sufficient liquidity to operate beyond six months." QURATE RETAIL: QVC Completes Exchange of Senior Secured Notes ------------------------------------------------------------- Qurate Retail, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 25, 2024, QVC, Inc., an indirect, wholly owned subsidiary of the Company, closed QVC's previously disclosed offers to exchange and purchase any and all of its outstanding 4.750% Senior Secured Notes due 2027 and its outstanding 4.375% Senior Secured Notes due 2028 for its newly issued 6.875% Senior Secured Notes due 2029 and, as applicable, cash. The early settlement date for QVC's previously disclosed offers to purchase the Old Notes for cash, made to holders of the Old Notes who were not eligible to participate in the Exchange Offers, also occurred on September 25, 2024. In connection with the Settlement, approximately $605 million aggregate principal amount of New Notes were issued and approximately $352 million in cash was paid in exchange for the Old Notes validly tendered and accepted by QVC in the Offers, plus accrued and unpaid interest from the last applicable interest payment date to, but excluding, the Settlement Date, which was approximately $4 million, without giving effect to any Old Notes that may still be tendered in QVC's offers to holders who were not eligible to participate in the Exchange Offers. Liberty Interactive LLC, a wholly owned subsidiary of the Company, through its subsidiaries, contributed approximately $277 million in cash to fund a portion of the cash consideration to be paid in Offers. As of September 25, 2024, approximately $44 million aggregate principal amount of Old 2027 Notes remain outstanding and approximately $72 million principal amount of Old 2028 Notes remain outstanding. In connection with the issuance of the New Notes, on September 25, 2024, QVC entered into an indenture with certain of its subsidiaries, and U.S. Bank Trust Company, National Association, as trustee. The New Notes will bear interest at a rate of 6.875% per annum and will mature on April 15, 2029. Interest on the New Notes will accrue from September 25, 2024 and will be payable semi-annually, on April 15 and October 15 of each year, commencing on April 15, 2025. The New Notes are secured by a first-priority perfected lien on the capital stock of QVC, which also secures QVC's existing secured indebtedness and may secure certain future indebtedness. The New Notes are guaranteed by the Guarantors, which guarantee the borrowings under QVC's existing secured indebtedness. The guarantees are the Guarantors' senior unsecured obligations. About Qurate Retail Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns controlling and non-controlling interests in a broad range of video and online commerce companies. Qurate has six leading retail brands: QVC, HSN, Ballard Designs, Frontgate, Garnet Hill, and Grandin Road. Qurate Retail Group is the largest player in video commerce, which includes video-driven shopping across linear TV, e-commerce sites, digital streaming, and social platforms. The retailer reaches more than 200 million homes worldwide via 15 television channels, which are widely available on cable/satellite TV, free over-the-air TV, and digital livestreaming TV. The retailer also reaches millions of customers via its QVC+ and HSN+ streaming experiences, websites, mobile apps, social pages, print catalogs, and in-store destinations. Qurate Retail, Inc. also holds various minority interests. Qurate Retail reported a net loss of $94 million for the year ended Dec. 31, 2023, compared to a net loss of $2.53 billion for the year ended Dec. 31, 2022. As of June 30, 2024, the Company had $10.9 billion in total assets, $10.5 billion in total liabilities, and $421 million in total stockholders' equity. Qurate Retail disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 10, 2024, it received written notice from The Nasdaq Stock Market notifying the Company that, because the closing bid price for the Company's Series A common stock, par value $0.01 per share, had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing of QRTEA on the Nasdaq Global Select Market. * * * As reported by TCR on April 22, 2024, S&P Global Ratings revised its outlook to stable from negative and affirmed all its ratings on U.S.-based video commerce and online retailer Qurate Retail Inc., including its 'CCC+' issuer credit rating. The stable outlook reflects S&P's expectation that Qurate will maintain sufficient liquidity over the next 12 months despite its view that its capital structure remains unsustainable, as further cost reductions offset sales weakness and support profit recovery. RAGE N AXE: Seeks to Hire Harlin Parker as Bankruptcy Attorney -------------------------------------------------------------- Rage N Axe LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to hire Harlin Parker Attorneys at Law as counsel. The firm will provide these services: a. give legal advice with respect to the Debtor's powers and duties as debtor in possession in the continued operation of the estate's business and management of its assets; b. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation which the Debtor is involved, if any, and objecting to claims filed against the Debtor's estate; c. prepare on behalf of the Debtor all necessary motions, answers, orders, reports, and other legal papers in connection with the administration of the Debtor's estate; and d. perform any and all other legal services for the Debtor in connection with the Chapter 11 case and the formulation implementation of the Debtor's Chapter 11 Plan. The firm will be paid at these rates: Robert C. Chaudoin $295 per hour Justin L. Duncan $295 per hour Teresa L. Story, Paralegal $150 per hour The Debtor paid the firm an advance retainer of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Chaudoin, Esq., a partner at Harlin Parker Attorneys at Law, 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. Chaudoin, Esq. HARLIN PARKER ATTORNEYS AT LAW 519 E. 10th Street PO Box 390 Bowling Green, KY 42102 Tel: (270) 842-5611 Email: chaudoin@harlinparker.com About Rage N Axe LLC Rage N Axe LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-10703) on October 3, 2024, listing $500,001 to $1 million in both assets and liabilities. Robert C. Chaudoin, Esq. at Harlin Parker Attorneys at Law represents the Debtor as counsel. RAVEN ACQUISITION: S&P Assigns 'B-' ICR, Outlook Positive --------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Raven Acquisition Holdings LLC (d/b/a R1 RCM). S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to the company's new revolver, term loan and senior secured debt. The '3' recovery rating indicates our expectation for meaningful (rounded estimate: 60%) recovery in the event of payment default. "The positive outlook reflects our expectation that the company's margins will expand materially in 2025 as the one-time impact from the Change Healthcare and Ascension outages rolls off, the Providence contract becomes profitable, and it achieves cost savings through its Acclara acquisition and technology and automation initiatives. We expect the company to continue to grow organically and through debt-financed tuck-in acquisitions over our outlook horizon, which will result in S&P Global Ratings-adjusted leverage above 7x but FOCF above $140 million. "We forecast all existing debt at R1 RCM will be repaid after the completion of the proposed transaction, and we expect to withdraw all ratings on R1 RCM, including the issuer credit rating, at that time. "The 'B-' rating on R1 RCM reflects its very high leverage at close, but the positive outlook reflects the potential for an upgrade if the company improves EBITDA margins and FOCF. R1 RCM is currently navigating multiple complex issues, including the fallout from the Change Healthcare cyberattack and the Ascension cybersecurity event. It's also ramping up the Providence contract and integrating the Acclara acquisition while pursuing technology and automation initiatives. The company will also have a new owner and recently made some management changes. As such, we project execution risk to its rapid EBITDA expansion and deleveraging in 2025. "Although we view the simultaneous cyberattacks as a temporary, unique event and expect it to have a marked impact to the company's 2024 margins and cash flow, these events will also affect the first part of 2025. R1 RCM will not recover suppressed incentive fees from the attack and will have incremental operational expenses related to it in 2025. The delay in processing claims during the outage period will have an impact on the timing of cash collections in the second half of 2024, pushing out the timing of revenue recognition and collection from the second half of 2024 to the first half of 2025." Raven Acquisition Holdings LLC (d/b/a R1 RCM), a provider of technology-enabled revenue cycle management (RCM) services to health care providers, is being acquired by Clayton, Dubilier & Rice (CD&R) and TowerBrook Capital Partners (TowerBrook) for approximately $8.9 billion, or $14.30 per share. The transaction will be funded with a $687.5 million five-year revolving credit facility (undrawn at close), a $3.1 billion 7-year term loan, $1.0 billion of senior secured notes, $200 million seven-year delayed draw term loan (undrawn at close), and $5.274 billion of equity ($600 million preferred). In January 2024, after acquiring Acclara, Providence's modular revenue cycle business, R1 RCM announced a 10-year RCM partnership with Providence Health, a top-10 not-for-profit health system. S&P said, "The Providence Health contract is large and will pressure its margins this year, but we expect the company to rapidly expand margins in the contract in 2025 because we anticipate substantially all employees will be transitioned during 2024. We also expect R1 RCM to pursue meaningful cost synergies from its Acclara acquisition, attributable to consolidating back-office functions and vendor consolidation, as well as offshoring." S&P said, "We expect the company to achieve cost savings through automation initiatives. While we believe the margin drag from the Acclara acquisition and related Providence contract will be temporary, it will result in high leverage throughout the year, and we see execution risk to achieving synergies and automation savings, especially as the company is ramping up the new contract and working through the cyberattacks fallout." The rating also reflects R1 RCM's relatively short operating track record with many of its end-to-end customers, high customer concentration, and narrow market focus in the fragmented and highly competitive health care RCM industry. R1 RCM is focused on providing RCM services to health systems, acute care hospitals, and to a lesser extent, physician groups. While its relationships are generally durable and mutually beneficial, there is client turnover, especially on the physician side. In addition, most of R1 RCM's major end-to-end clients have only been with the company for five years or less, though they are under long-term contracts. S&P said, "We also believe R1 RCM's customer portfolio includes providers or health systems (e.g., Quorum) that have recently been struggling to improve the operations. While we view this as a factor that increases stickiness of these contracts, we also believe these health systems are more likely to sell assets and discontinue services." One of R1 RCM's revenue performance solutions (RPS) clients, a large, private, for-profit health care network revenue, filed for bankruptcy in May. Many hospitals are still struggling post-COVID-19 pandemic, and this dynamic could influence R1 RCM's future performance. S&P said, "We expect the company to continue to service the contract because the customer has designated revenue cycle vendors as critical to its operations and all outstanding receivables have been fully reserved. The company reflected this in multiple provisions for doubtful accounts in recent periods for this distressed customer. We believe the stickiness of contracts with hospitals facing operational or financial stress, combined with R1 RCM's designation as a critical provider, somewhat mitigates the short track record and distressed profile of some of its customers." R1 RCM has a long-term strategic partnership with Ascension Health Alliance, the nation's largest not-for-profit health system and the company's largest customer (accounting for about 35% of LTM revenue as of Q2 2024, but expected to meaningfully decrease over the next couple years). Although S&P views customer concentration as a risk, this is partly mitigated by a 10-year contract and the customer's significant minority equity ownership in R1 RCM via TCP-ASC, an investment vehicle jointly owned by investment funds affiliated with TowerBrook and Ascension Health Alliance. TowerBrook maintains control over the partnership. S&P said, "We view R1 RCM's offerings of end-to-end solutions as well as modular RPS as competitive in the marketplace, allowing it to adapt to customers' needs while providing a stable EBITDA base." The company derives approximately 60% of revenue from its end-to-end solutions. The company provides these solutions under long-term contracts in which it assumes full financial responsibility for the customer's revenue cycle operations. In the contracts, the company earns net operating fees as a percentage of collections as well as higher-margin, performance-based incentive fees. Through these contracts, the company transitions resources offshore, optimizes vendor selection, and deploys technology and automation while driving improvements in revenue cycle processes over the course of the 36+ months it takes to reach full maturity. Margins are generally negative in the first year R1 RCM signs on a new health system and reach full margin potential by the end of the third year. The company's RPS solutions, under which both Cloudmed and Acclara offerings will be reported, offers modules largely in the revenue recovery and revenue optimization capabilities, purchased individually or bundled. Though S&P views these three-year contracts as less sticky than the end-to-end contracts, they provide service-line diversity and expand the customer base while providing a higher and more stable margin profile compared with end-to-end contracts, with low upfront investments. S&P said, "The positive outlook reflects our expectation that R1 RCM will expand margins materially in 2025 as the one-time impact from the Change Healthcare and Ascension outages rolls off, the Providence contract becomes profitable, and it achieves cost savings through its Acclara acquisition as well as its technology and automation initiatives. We expect the company to continue to grow organically and complement its growth with debt-financed, tuck-in acquisitions over our outlook horizon, which will result in S&P Global Ratings-adjusted leverage above 7x but FOCF above $140 million. "We could revise the outlook to stable if we expect R1 RCM will sustain FOCF to debt below 3%. This could occur if the company's EBITDA growth underperforms our expectations due to difficulties onboarding customers, realizing expected synergies from Acclara, or attaining cost savings from automation. Finally, we could lower the rating if the company becomes more aggressive in its pursuit of debt-financed acquisitions. "We could raise our rating over the next 18 months if R1 RCM demonstrates a consistent trend of organic revenue growth, EBITDA margin expansion, and FOCF generation, sustaining S&P Global Ratings-adjusted FOCF to debt above 3%." REDHILL BIOPHARMA: Secures U.S. Government Funding Through BARDA ---------------------------------------------------------------- RedHill Biopharma Ltd. announced Oct. 14, 2024, that the U.S. government's Biomedical Advanced Research and Development Authority (BARDA), a center of the Department of Health and Human Services (HHS)' Administration for Strategic Preparedness and Response (ASPR), has selected opaganib2 for development to treat exposure to Ebola virus disease (EBOV). Under this cost-sharing contract, BARDA will provide partial funding for the company to further advance opaganib to mitigate infection and contain EBOV outbreaks. To date, opaganib has made positive development progress on the expected Animal Rule pathway towards potential approval as a treatment for EBOV. The Animal Rule allows for the use of pivotal animal model efficacy studies to support U.S. Food and Drug Administration (FDA) approval of new drugs when human clinical trials are not ethical or feasible. "EBOV is deadly, killing, on average, half of all those who contract it. This year marks 10 years since the West Africa Ebola epidemic in which 11,000 people died, and yet there are still no host-directed, small molecule therapies approved to provide effective and useable treatment strategies," said Guy Goldberg, RedHill's chief business officer. "Currently only Inmazeb, a combination of three monoclonal antibodies, and Ebanga, a single monoclonal antibody, are FDA-approved to treat EBOV, as such there is an urgent medical need for additional effective and easy to distribute and administer EBOV therapies. There are also enormous geopolitical and logistical challenges to overcome in managing outbreaks such as EBOV, and others like Mpox, and so new host-directed, small molecule therapeutic options for biodefense and global health preparedness could prove to be major life-saving advances – this is especially true if they are capable of viral mutation-resistance, have extended shelf-lives for long-term storage, are relatively straightforward to transport to hard-to-reach territories, and are easy to administer without the need for cold-storage or injections." Opaganib delivered a statistically significant increase in survival time when given at 150 mg/kg twice a day (BID) in a United States Army Medical Research Institute of Infectious Diseases (USAMRIID) in vivo EBOV study, making it the first host-directed molecule to show activity in EBOV. Opaganib also recently demonstrated a distinct synergistic effect when combined individually with remdesivir (Veklury, Gilead Sciences Inc.), significantly improving potency while maintaining cell viability, in a U.S. Army-funded and conducted in vitro EBOV study. Opaganib is currently also in development for multiple oncology, viral, inflammatory and diabetes and obesity-related indications, including COVID-19, acute respiratory distress syndrome (ARDS) and radiological and chemical protection or mitigation. This project is supported in whole or in part with federal funds from the Department of Health and Human Services; Administration for Strategic Preparedness and Response; Biomedical Advanced Research and Development Authority (BARDA), under contract number 75A50124C00059. About RedHill Biopharma RedHill Biopharma Ltd., headquartered in Tel Aviv, Israel, is a specialty biopharmaceutical company, primarily focused on GI and infectious diseases. Tel-Aviv, Israel-based Kesselman & Kesselman (a member of PricewaterhouseCoopers International Limited), the Company's auditor since 2010, issued a "going concern" qualification in its report dated April 8, 2024, citing that the Company has an accumulated deficit, and management expects that the Company will incur additional losses. Management believes that there is presently insufficient funding available to fund its activities for a period exceeding one year from the date of issuance of the consolidated financial statements. These conditions and events indicate that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the Company's ability to continue as a going concern. RENAISSANCE ACADEMY: Moody's Alters Outlook on Ba2 Rating to Pos. ----------------------------------------------------------------- Moody's Ratings has affirmed Renaissance Academy, UT's Ba2 revenue-backed rating. The outlook has been revised to positive from stable. The Ba2 rating with positive outlook affects $12.2 million in outstanding revenue debt. The outlook change to positive from stable reflects the charter school's positive financial trends, including revenue growth, solid demand profile, and limited additional borrowing needs. RATINGS RATIONALE The Ba2 rating reflects the school's stable enrollment, improved days cash on hand, and maintenance of solid debt service coverage. Renaissance Academy has an unique world language curriculum that supports their market profile and consistent demand. The school will maintain consistent enrollment which will in turn support steady financial performance. With no additional debt plans and no pension liabilities, leverage will remain manageable. RATING OUTLOOK The revision of the outlook to positive reflects the prospects of credit strengthening if the Academy is able to maintain stronger operating performance and debt service coverage as it grows into its new capacity of 825, with limited use of reserves and no additional debt. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Maintenance of full capacity enrollment and increases to the school's student waitlist -- Material bolstering of absolute liquidity and days cash on hand -- Sustained debt service coverage above 2.0x FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Deterioration to the school's competitive profile including a softening of enrollment or weakening of academic performance -- Material narrowing of operating margins, annual debt service coverage, or days cash on hand -- Significant increases to the school's debt leverage LEGAL SECURITY The school's outstanding Series 2020 bonds were issued by the Utah Charter School Finance Authority, proceeds of which were loaned to Renaissance Academy per a loan agreement. Renaissance Academy's obligation to make payments under the loan agreement is absolute and unconditional. Under the loan agreement, the school makes debt service payments under pledged revenue which primarily consists of state aid payments. Per the loan agreement, Renaissance Academy covenants that it will direct the treasurer of the State and the Utah Office of Education to disburse all state payments directly to the trustee. The trustee first makes the required deposits to the bond fund and transfers the remaining portions to the school. The bonds are additionally secured by a mortgage on, and security interest in, the facility. PROFILE Renaissance Academy is a K-9 charter school located in Lehi, UT (Aa1). The school offers a world language curriculum, with offerings in Spanish, Arabic, and a dual-immersion Chinese program. The school has operated since 2006 and enrolled approximately 790 students as of fiscal 2024. The school is authorized by the Utah State Charter School Board and benefits from a perpetual charter. METHODOLOGY The principal methodology used in this rating was US Charter Schools published in April 2024. RESHAPE LIFESCIENCES: Y. Schneid Holds 8.374% Shares as of Sept. 23 ------------------------------------------------------------------- Yair Schneid, Director of ReShape Lifesciences Inc., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing direct beneficial ownership of 37,407 shares of the company's common stock as of September 23, 2024, based on 29,387,152 (pre-split) shares outstanding as of August 12, 2024 as reported in Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 14, 2024. The shares owned represents 8.374% of the shares outstanding, A copy of Mr. Schneid SEC report is available at: https://tinyurl.com/5n77btmu About ReShape Lifesciences ReShape Lifesciences Inc. (Obalon Therapeutics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. ReShape Lifesciences reported a net loss of $11.38 million for the year ended Dec. 31, 2023, compared to a net loss of $46.21 million for the year ended Dec. 31, 2022. As of June 30, 2024, ReShape Lifesciences had $6.4 million in total assets, $3.4 million in total liabilities, and $3.04 million in total stockholders' equity. Irvine, California-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and negative cash flows. The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue. This raises substantial doubt about the Company's ability to continue as a going concern. RESIDENT RESEARCH: Hires Allen Tate Matthews/Mint Hill as Realtor ----------------------------------------------------------------- Resident Research, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Allen Tate Matthews/Mint Hill as realtor. The firm will market and sell the Debtor's real property located in Cabarrus County, North Carolina. The firm will be paid a commission of 5.5 percent of the sales price. Dawn Crocker, a partner at Allen Tate Matthews/Mint Hill, 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: Dawn Crocker Allen Tate Matthews/Mint Hill 15640 Lockman Lane Charlotte, NC 28277 Tel: (704) 541-6200 Fax: (704) 543-6941 About Resident Research Resident Research LLC provides organizations large and small resident and employment screening solutions. The primary goal of Debtor is to assist landlords and property managers in identifying and thereby eliminating delinquent tenants as potential renters. Resident Research LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 24-30533) on June 21, 2024. In the petition signed by David Plank, as member, the Debtor reports total assets of $2,439,105 and total liabilities of $3,751,297. The Honorable Bankruptcy Judge Laura T. Beyer oversees the case. The Debtor is represented by John C. Woodman, Esq. at ESSEX RICHARDS PA. REVA HOSPITALITY: Gets OK to Use Cash Collateral Until Nov. 13 -------------------------------------------------------------- Reva Hospitality Wylie, LLC received interim approval from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral to fund business operations until Nov. 13. The interim order authorized the company to spend cash collateral according to a two-week budget, plus 15% per line item and 15% overall. The U.S. Small Business Administration and Louisiana National Bank are the primary secured creditors, holding liens on the company's assets, including property acquired after the bankruptcy filing. Both creditors will be granted replacement liens. In addition, LNB will receive monthly payments of $46,134.90 from the company. The next hearing is scheduled for Nov. 13. About Reva Hospitality Wylie Reva Hospitality Wylie, LLC, doing business as Holiday Inn Express Wylie, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30973) on April 1, 2024, with $1 million to $10 million in both assets and liabilities. Mehul Gajera, manager, signed the petition. Judge Scott W. Everett oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney PLLC represents the Debtor as bankruptcy counsel. ROCKWOOD SERVICE: S&P Withdraws 'B' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Rockwood Service Corp., including the 'B' issuer credit rating and 'B' issue-level rating and '3' recovery rating on its revolver and first-lien term loan, following the company's repayment of its rated facilities. ROVER PROPERTIES: Files for Chapter 11 Bankruptcy ------------------------------------------------- Rover Properties LLC filed Chapter 11 protection in the District of Maryland. According to court filing, the Debtor reports $968,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Rover Properties LLC Rover Properties LLC owns a gas station, a convenience store, and three apartments located at 201 Hanover Pike, Hampstead, MD 21074 valued at $1.5 million. Rover Properties LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-18524) on October 9, 2024. In the petition filed by Nikunj M. Patel, as owner, the Debtor reports total assets of $1,593,000 and total liabilities of $968,000. The Honorable Bankruptcy Judge Michelle M. Harner handles the case. The Debtor is represented by: William Sherwood, Esq. FNS LAW GROUP 237 E Main Street Westminster MD 21157 Tel: 667-755-1000 E-mail: info@wsherwoodlaw.com SAGALE DINING: Sally's Restaurant Seeks Chapter 7 Bankruptcy ------------------------------------------------------------ Jake Abbott of Sacramento Business Journal reports that Sagale Dining Concept LLC, which did business as Sally's Restaurant & Grill, filed for Chapter 7 bankruptcy in U.S. Bankruptcy Court in the Eastern District of California this week. The business, which operated at 164 Main St. in Woodland, filled a space previously occupied by Pete's Restaurant & Brewhouse. Owner Raul Berumen listed the restaurant's assets at $10,832 and liabilities at $221,497, according to the Oct. 9 filing. In its liquidation, the restaurant was not expected to have funds available to unsecured creditors after administrative expenses were paid, the filing stated. The business's largest unsecured claim of $196,000 was from Stacy Schwarz, who was the former owner of the Pete's location and Sally's liquor license. The bankruptcy filing also stated that Schwarz has a breach-of-contract lawsuit pending against Berumen and the restaurant's parent company. Schwarz told the Business Journal that Berumen is her father-in-law. She said she was looking to exit the restaurant industry following the pandemic and approached Berumen with a proposal to take over the space, where he ended up opening the new concept. She said the deal they agreed upon was worth $140,000, and that he was going to make payments but never did, resulting in the lawsuit. Berumen's bankruptcy attorney did not respond to a request for comment and calls to the restaurant were not returned. Sally's Restaurant & Grill has not publicly stated that it has permanently closed. In September, the business announced on Facebook it was closed for renovations and that it would be reopening. The announcement came days after Schwarz was awarded a temporary restraining order against Berumen, which ordered that neither he nor any existing employees enter the restaurant, for operations to cease, and for Schwarz to gain access to the restaurant and the equipment contained in it, according to court documents. Schwarz said she was allowed into the restaurant and held a liquidation of equipment and supplies. The lawsuit is ongoing in Yolo County. About Sagale Dining Concept LLC Sagale Dining Concept LLC, doing business as Sally's Restaurant & Grill, is a restaurant on Main Street in Woodland that opened in 2023. Sagale Dining Concept sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-4547) on Oct. 9, 2024. The Honorable Bankruptcy Judge Fredrick E. Clement handles the case. The Chapter 7 Trustee: Loris L Bakken 2715 W. Kettleman Ln. Suite 203-334 Lodi, CA 95242 The Debtor is represented by: Peter G. Macaluso, Esq. 7230 South Land Park Drive #127 Sacramento, CA 95831 916-392-6591 E-mail: legalmail@pmbankruptcy.com SALEM POINTE: Seeks to Hire Kramer Rayson as Special Counsel ------------------------------------------------------------ Salem Pointe Capital, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire the law firm of Kramer Rayson, LLP as special counsel. The Debtor requires assistance of Kramer Rayson for prosecuting the appeal of the final decision in the case styled Salem Pointe Capital Partners, now known as Rarity Bay Partners, Plaintiff/Counter-Defendant v. Salem Pointe Capital, LLC, Defendant, Counter-Plaintiff, Case No. 19,943. The firm will be paid at these rates: Thomas M. Hale $285 per hour Other Partners $250 per hour Associate Attorneys $175 per hour Para-professionals $90 per hour Thomas M. Hale, an attorney with Kramer Rayson LLP, assured the court that his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas M. Hale, Esq. Kramer Rayson, LLP 800 S. Gay Street, Suite 2500 Knoxville, TN 37929 Tel: (865) 525-5134 Email: tomhale@kramer-rayson.com About Salem Pointe Capital Salem Pointe Capital, LLC is a financial services company that typically focuses on investment and capital management. Its operations include providing financing solutions, investment opportunities, and asset management to various sectors. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-31702) on Sept. 29, 2024, with $10 million to $50 million in both assets and liabilities. Judge Suzanne H. Bauknight oversees the case. The Debtor is represented by James R. Moore, Esq. at Moore & Brooks. SALEM POINTE: Seeks to Hire Moore & Brooks as Bankruptcy Counsel ---------------------------------------------------------------- Salem Pointe Capital, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire the law firm of Moore & Brooks. The Debtor requires legal counsel to prepare and file bankruptcy statements and schedules, negotiate cash collateral orders, prepare a plan of reorganization, negotiate with creditors regarding claims, appear in court, and provide general legal and bankruptcy advice and representation. The hourly rates of the firm's counsel and staff are as follows: James R. Moore $350 Brenda G. Brooks $300 Paralegal $100 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $30,000 from the Debtor. Brenda Brooks, Esq., a partner at Moore & Brooks, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brenda G. Brooks, Esq. James R. Moore, Esq. Moore & Brooks 6223 Highland Place Way, Ste. 102 Knoxville, TN 37919 Telephone: (865) 450-5455 Facsimile: (865) 622-8865 Email: bbrooks@moore-brooks.com About Salem Pointe Capital Salem Pointe Capital, LLC is a financial services company that typically focuses on investment and capital management. Its operations include providing financing solutions, investment opportunities, and asset management to various sectors. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-31702) on Sept. 29, 2024, with $10 million to $50 million in both assets and liabilities. Judge Suzanne H. Bauknight oversees the case. The Debtor is represented by James R. Moore, Esq. at Moore & Brooks. SCHOLAR ROCK: Prices Upsized $300M Offering of Stock & Warrants --------------------------------------------------------------- Scholar Rock Holding Corporation announced Oct. 8 the pricing of an upsized underwritten public offering of 10,265,488 shares of its common stock at a public offering price of $28.25 per share and, in lieu of common stock to investors who so choose, pre-funded warrants to purchase 353,983 shares of common stock at a public offering price of $28.2499 per pre-funded warrant, which represents the per share public offering price for the shares of common stock less the $0.0001 per share exercise price for each pre-funded warrant. All of the shares and pre-funded warrants are being offered by Scholar Rock. The offering was expected to close on Oct. 10, 2024, subject to the satisfaction of customary closing conditions. In addition, Scholar Rock has granted the underwriters a 30-day option to purchase up to an additional 1,592,920 shares of common stock at the public offering price, less the underwriting discounts and commissions. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and offering expenses payable by Scholar Rock and assuming no exercise of the pre-funded warrants, are expected to be approximately $300 million. Scholar Rock intends to use the net proceeds from the offering to support commercialization of apitegromab, to advance its ongoing and future clinical programs, to further develop its technology platform to continue to advance its clinical and preclinical pipeline, and for working capital and other general corporate purposes. J.P. Morgan Securities LLC, Jefferies and Piper Sandler & Co. are acting as joint book-running managers for the offering. BMO Capital Markets Corp., Wedbush Securities Inc. and Raymond James & Associates, Inc. are acting as co-managers for the offering. An automatically effective shelf registration statement on Form S-3 relating to the offering of the shares of common stock and pre-funded warrants described above was filed with the Securities and Exchange Commission (SEC) on Oct. 7, 2024. A preliminary prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC on Oct. 7, 2024, and are available on the SEC's website located at www.sec.gov. A copy of the final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and may be obtained, when available, by contacting: J.P. Morgan Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at 877-821-7388, or by email at prospectus_department@jefferies.com; or Piper Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus Department, by telephone at 800-747-3924, or by email at prospectus@psc.com. About Scholar Rock Scholar Rock is a biopharmaceutical company that discovers, develops, and delivers life-changing therapies for people with serious diseases that have high unmet need. As a global leader in the biology of the transforming growth factor beta (TGFB) superfamily of cell proteins and named for the visual resemblance of a scholar rock to protein structures, the clinical-stage company is focused on advancing innovative treatments where protein growth factors are fundamental. Over the past decade, Scholar Rock has created a pipeline with the potential to advance the standard of care for neuromuscular disease, cardiometabolic disorders, cancer, and other conditions where growth factor-targeted drugs can play a transformational role. "Based on current operating plans, the Company does not expect to have sufficient cash, cash equivalents and marketable securities to fund its operating expenses and capital requirements beyond one year from the issuance of these consolidated financial statements without receiving additional external financing, and therefore, the Company has concluded that there is substantial doubt about its ability to continue as a going concern. "The Company will require additional funding through a combination of contribution from revenues, equity offerings, debt financings or other capital sources, such as collaborations with other companies, strategic alliances or licensing arrangements to finance its future operations. The Company may not be able to obtain such funding on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any such funding may adversely affect the holdings or rights of the Company's stockholders. If the Company is unable to obtain sufficient capital, the Company may be forced to delay or reduce the scale of some of its operations," Scholar Rock said in its Quarterly Report for the period ended June 30, 2024. SCST REALY GROUP: Court OKs Property Sale to Salvatore Campagna --------------------------------------------------------------- SCST Realty Group, LLC received the green light from the U.S. Bankruptcy Court for the District of New Jersey to sell its property located at 2431 Reed Street, Unit 2, Philadelphia, PA 19146, free and clear of liens, claims, and encumbrances. The Debtor is selling the Property to Salvatore Campagna, the Debtor's member, and Salvatore Taormina and/or their assignee for $1,100,000. The Court has ordered that all proceeds of the Sale shall be released to Flaster/Greenberg P.C., IS Jamming, LLC, Commonwealth Capital LLC and the City of Philadelphia pursuant to the Order. The Court said IS Jamming, LLC, Commonwealth Capital LLC and the City of Philadelphia, for real estate taxes only, must be paid in full at closing in amounts necessary to provide the buyer with clear title. The City of Philadelphia must be paid at closing, on account of its Use & Occupancy liens, up to the amount of available sale proceeds after the payment of the other creditors and necessary closing costs. The Debtor may escrow any fees due to Flaster/Greenberg pending approval by the Bankruptcy Court. The Court also ruled that the Debtor must pay Legacy Reed Street, LLC, the aggregate sum of $125,000 in exchange for Legacy's transfer to the person or entity designated by the Debtor Parties of all of Legacy's right, title, and interest, free and clear of any liens, claims, or encumbrances. Legacy is the plaintiff in an action titled Legacy Reed Street, LLC v. SCST Realty Group, LLC, Case No. 211000860 filed in the Court of Common Pleas of Philadelphia County, Pennsylvania. Legacy also has filed proof of claim number 5 against the bankruptcy estate. About SCST Realty Group, LLC SCST Realty Group, LLC owned a real property located 2431 Reed Street, Unit 2, Philadelphia, PA 19146, valued at $1.3 million. SCST Realty Group filed its voluntary petition for relief under Chapter 11 (Bankr. D.N.J. Case No. 23-13078) on April 13, 2023, listing total assets of $1,300,000 and total liabilities of $1,607,945. The petition was signed by Salvatore Campagna as member. The Honorable Jerrold N. Poslusny Jr. presides over the case. Harry J. Giacometti, Esq., at Flaster/Greeberg, PC, represents the Debtor as legal counsel. SHORT FORK FARMS: Trustee Taps Craig M. Geno as Legal Counsel ------------------------------------------------------------- Robert Alan Byrd, Chapter 11 Trustee of Short Fork Farms, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as its counsel. The firm will provide these services: a. advise and consult with the Debtor-in-Possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor-in-Possession; b. evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of Debtor as they become necessary in this proceeding. The firm will be paid at these rates: Craig M. Geno $500 per hour Associates $250 per hour Paralegals $225 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig M. Geno, Esq., a partner at Law Offices of Craig M. Geno, 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: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About Short Fork Farms Short Fork Farms, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13661) on Nov. 30, 2023. In the petition signed by Guy Hendrix, member the Debtor disclosed up to $50,000 in both assets and liabilities. Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC, is the Debtor's legal counsel. SHORT FORK: Trustee Taps Law Offices of Craig M. Geno as Counsel ---------------------------------------------------------------- Robert Alan Byrd, Chapter 11 Trustee of Short Fork Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as its counsel. The firm will provide these services: a. advise and consult with the Debtor-in-Possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor-in-Possession; b. evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of Debtor as they become necessary in this proceeding. The firm will be paid at these rates: Craig M. Geno $500 per hour Associates $250 per hour Paralegals $225 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig M. Geno, Esq., a partner at Law Offices of Craig M. Geno, 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: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About Short Fork Development, LLC Short Fork Development, LLC, a company in Hernando, Miss., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13660) on Nov. 30, 2023, with $1 million to $10 million in both assets and liabilities. Guy Hendrix, member, signed the petition. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. SKYLOCK INDUSTRIES: Hires Jeffrey S. Shinbrot APLC as Counsel ------------------------------------------------------------- Skylock Industries Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of Florida to hire Jeffrey S. Shinbrot, APLC to handle its Chapter 11 case. The firm will be paid at the rate of $750 per hour for attorneys and $150 per hour for paralegals. In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The Debtor paid the firm a pre-bankruptcy retainer in the amount of $51,738. Jeffrey Shinbrot, Esq., 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: Jeffrey S. Shinbrot, Esq. JEFFREY S. SHINBROT, APLC 15260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Telephone: (310) 659-5444 Facsimile: (310) 878-8304 Email: jeffrey@shinbrotfirm.com About Skylock Industries Skylock Industries Inc. is a California-based aircraft parts manufacturer. Skylock Industries sought relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-17820) on Sept. 26, 2024, with $10 million to $50 million in both assets and liabilities. Judge Sheri Bluebond handles the case. The Debtor is represented by Jeffrey S. Shinbrot, Esq., at The Shinbrot Firm. SOUTH LINCOLN: Case Summary & Four Unsecured Creditors ------------------------------------------------------ Debtor: South Lincoln Storage LLC 2520 South Lincoln Avenue Loveland, CO 80537 Business Description: South Lincoln is the owner of real property in Colorado having an appraised value of $4.7 million. Chapter 11 Petition Date: October 15, 2024 Court: United States Bankruptcy Court District of Colorado Case No.: 24-16115 Judge: Hon. Michael E Romero Debtor's Counsel: Jeffrey S. Brinen, Esq. KUTNER BRINEN DICKEY RILEY PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: 303-382-2400 Email: jsb@kutnerlaw.com Total Assets: $4,700,500 Total Liabilities: $3,383,497 The petition was signed by Jeffrey A. Diette as managing member. A copy of the Debtor's list of four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OJ7HM4Q/South_Lincoln_Storage_LLC__cobke-24-16115__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OAWNHSQ/South_Lincoln_Storage_LLC__cobke-24-16115__0001.0.pdf?mcid=tGE4TAMA STAFFING 360: Nasdaq Grants Continued Listing Request ----------------------------------------------------- Staffing 360 Solutions, Inc., reported in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 8, 2024, the Company received a letter from the Nasdaq Hearings Panel indicating that the Panel has determined to grant the Company's request to continue its listing on Nasdaq, subject to certain milestones being met on Nov. 1, 2024, and Dec. 31, 2024. The Company said there can be no assurance it will maintain its listing on Nasdaq, or that the Company will regain and maintain compliance with the continued listing standards of Nasdaq. On June 20, 2024, Staffing 360 received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that it was no longer in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1), which such rule requires listed companies to maintain stockholders' equity of at least $2,500,000 or meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations, which the Company does not currently meet. On Aug. 13, 2024, following the Staff's review of the Company's plan to regain compliance with the Minimum Stockholders' Equity Requirement submitted on June 14, 2024, and on Aug. 5, 2024, the Company received a letter indicating that the Staff determined to deny the Company's request for continued listing on Nasdaq. Pursuant to the Notice, based on the preliminary nature of the Company's plan, the Staff determined that the Company did not provide a definitive plan evidencing its ability to achieve near term compliance with the Minimum Stockholders' Equity Requirement. The Company requested an appeal of the Staff's determination, and a hearing before the Nasdaq Hearings Panel was held on Oct. 3, 2024. About Staffing 360 Headquartered in New York, Staffing 360 Solutions, Inc. is engaged in the execution of a buy-integrate-build strategy through the acquisition of domestic and international staffing organizations in the United States. The Company believes that the staffing industry offers opportunities for accretive acquisitions and, as part of its targeted consolidation model, is pursuing acquisition targets in the finance and accounting, administrative, engineering, IT, and light industrial staffing space. New York, NY-based RBSM LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 11, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. SUNCOKE ENERGY: Moody's Alters Outlook on 'B1' CFR to Stable ------------------------------------------------------------ Moody's Ratings changed SunCoke Energy, Inc.'s outlook to stable from positive and affirmed its B1 corporate family rating, B1-PD probability of default rating, B1 rating on the senior secured 1st lien notes due 2029. Its Speculative Grade Liquidity Rating of SGL-2 remains unchanged. "The change in SunCoke's outlook reflects the uncertainty around forthcoming blast furnace coke and logistics contract renewals and the possibility earnings could decline in the near-term. It also reflects the risk of a secular decline in domestic coke demand and the potential required investments to shift the company's business towards pig iron production", said Michael Corelli, Moody's Senior Vice President and lead analyst for SunCoke. RATINGS RATIONALE SunCoke's B1 corporate family rating reflects its moderate leverage and the earnings floor offered by its long-term take-or-pay contracts with pass-through provisions, somewhat offset by potential event and contract renewal risks related to its high customer concentration and its reliance on the high carbon emitting and volatile integrated steel and coal sectors. These factors could lead to lower earnings in the near term if expiring blast furnace coke and logistics contracts are renewed at lower volumes or weaker profitability levels. Its rating acknowledges the strength of SunCoke's relationships with its steelmaking customers, which despite headwinds faced by the industry in the past, either continued to take contracted deliveries or provided make-whole payments or extended contracts on largely similar terms in exchange for short-term volume relief. The company's coke supply contracts allow for the pass-through of most costs, including metallurgical coal, the principal raw material input and the largest cost component in the coke-making process. The rating also reflects the company's portfolio of efficient and technologically advanced coke batteries which gives it a distinct competitive advantage over aging coke making facilities in North America that could continue to close due to environmental challenges and higher costs. Moody's expect SunCoke to generate adjusted EBITDA in the range of $250 million - $260 million in 2024 versus $271 million in 2023 and to generate free cash flow after dividends of around $50 million - $60 million. Moody's anticipate the company will continue to build its cash balance in anticipation of potential future capital investments such as the possible acquisition of United States Steel Corporation's (Ba3 RUR) Granite City Works blast furnaces and constructing a granulated pig iron facility. However, this potential investment appears to be on hold pending the outcome of the potential acquisition of US Steel by NIPPON STEEL CORPORATION (Baa2 stable). SunCoke's earnings are likely to decline in 2025 and the magnitude will be dependent on the timing and volume commitments of blast furnace coke contract renewals as well as its Convent Marine Terminal contract with Javelin Global Commodities (UK) Ltd. It's possible the company could at least temporarily lose all 650,000 tons under contract with US Steel from its idled Granite City plant which expires in December 2024 and a portion of the 550,000 tons covered by its contract with Cleveland-Cliffs Inc. (Ba2 stable) at its Haverhill II plant that expires in June 2025. Cliffs will have access to excess coke capacity at Stelco once that acquisition closes and could choose to reduce its purchases from SunCoke. This risk also exists for the 400,000 ton contract with Cliffs from the Haverhill I and Jewel plants that expire in December 2025. Nevertheless, even if the company is unable to renew the US Steel Granite City contract, incurs somewhat lower volumes with Cleveland-Cliffs and reduced shipments through its logistics terminals, Moody's still anticipate it will maintain an adjusted leverage ratio (Debt/EBITDA) around 2.5x and interest coverage (EBIT/Interest) of about 4.0x. Therefore, these metrics are expected to remain supportive of the B1 corporate family rating. Suncoke had an adjusted leverage ratio of 1.9x and interest coverage of 4.9x as of June 2024. SunCoke's SGL-2 speculative grade liquidity rating reflects its good liquidity position supported by $82 million in cash and full availability under its $350 million revolving credit facility (unrated) as of June 30, 2024. Moody's expect the company to remain in compliance with the restrictive financial covenants under the credit agreement, which include a maximum consolidated leverage ratio of 4.5x and a minimum consolidated interest coverage ratio of 2.5x. SunCoke's senior secured notes due 2029 are rated B1 which is line with the CFR and reflects the same security as the revolving credit facility. This includes a first lien claim on substantially all of the company's assets and the guarantors' existing and future assets, with certain exceptions of non-guarantor restricted and unrestricted subsidiaries which includes the company's international subsidiaries and the Indiana Harbor Coke Company, LP. The stable rating outlook reflects Moody's expectation the company will produce weaker operating results in 2025 but will maintain credit metrics that support its rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would be considered after uncertainties around its expiring contracts are favorably resolved. Additional considerations for an upgrade would include sustaining strong credits metrics and good liquidity, maintaining or improving its position in the domestic foundry market or exporting coke on a more sustained basis to supplement, if required, lower coke sales under long-term take-or-pay contracts with domestic steelmakers. Quantitatively, the ratings could be upgraded if its leverage ratio is sustained below 2.5x. The ratings could be downgraded if liquidity were to deteriorate or if its leverage ratio was sustained above 4.0x. SunCoke Energy, Inc. is the largest independent US based producer of coke, a key ingredient in blast furnace steel production. The company owns and operates five metallurgical coke making facilities in the US, and also operates a coke making facility in Brazil on behalf of ArcelorMittal (Baa3 positive). The company's logistics business is comprised of 3 terminals and provides handling and mixing services to steel, electric utility, coke and coal producing and other manufacturing companies. The company generated about $2.0 billion in revenues for the LTM period ended June 30, 2024. The principal methodology used in these ratings was Steel published in November 2021. SUSHI ZUSHI: Seeks to Hire Cruz Consulting Group as Accountant -------------------------------------------------------------- Sushi Zushi of Texas, LLC, Sushi Zushi of Colonnade, LLC, Sushi Zushi of Lincoln Heights LLC and Sushi Zushi of Stone Oak, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Cruz Consulting Group, LLC as accountant. Cruz Consulting will assist the Debtors with preparing financial statements, monthly operating reports, proformas and account entry adjustments, prepare quarterly tax returns, and prepare annual tax returns. The fees for tax preparation and filing for 2023 will be billed at a flat fee of $4,500. The fees for additional services will be billed at $80 per hour. John Cruz, accountant at Cruz Consulting Group, assured the court that he is a "disinterested person" as that term is defined by 11 U.S.C. Sec. 101(14). The firm can be reached through: John Cruz Cruz Consulting Group LLC 8907 Black Forrest Helotes, TX 780213 About Suhi Zushi Suhi Zushi is a modern Japanese restaurant chain serving traditional foods, plus classic & Latin-influenced sushi rolls. Sushi Zushi of Texas, LLC, Sushi Zushi of Colonnade, LLC, Sushi Zushi of Lincoln Heights LLC and Sushi Zushi of Stone Oak, LLC concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 24-51147) on July 24, 2024. At the time of filing, each Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petitions were signed by Jason Kemp as manager. Judge Michael M Parker presides over the case. Ronald Smeberg, Esq. at THE SMEBERG LAW FIRM represents the Debtors as counsel. TAJ GRAPHICS: Settlement Order in Prime Financial Case Affirmed --------------------------------------------------------------- The Honorable Robert J. White of the United States District Court for the Eastern District of Michigan affirmed the bankruptcy court's opinion and order (1) granting the motion of Taj Graphics Enterprises, LLC's Chapter 7 Trustee for approval of a compromise that assigned potential estate assets to Robert Kattula for cash and (2) denying as moot Prime Financial, Inc.'s motion for, among other things, an evidentiary hearing to determine the ownership of these same assets. Prime Financial, Inc., appeals the bankruptcy court's order in its entirety. Prime is a Michigan corporation that Aaron Jade owns and operates. It is one of TAJ's longstanding creditors. In the current bankruptcy, it has an allowed nonpriority unsecured claim against TAJ worth over $1.3 million. Robert Kattula manages and controls TAJ as the company's president. On July 12, 2022, the Chapter 7 Trustee moved to approve a compromise between the bankruptcy estate and Kattula. The Trustee offered to assign the estate's interest in five categories of assets to Kattula in exchange for (1) a $50,000 cash payment, and (2) Kattula and his affiliated entities' relinquishment of approximately $7 million in claims against the estate. Since the estate and Kattula disputed who owned these assets, the Trustee denominated them as "potential assets." Seeking to preclude Kattula from asserting any property interest in the MOU, Prime objected to the Trustee's motion and challenged the compromise. It argued that Kattula should be estopped from claiming any interest in the MOU because he about-faced from his earlier position in the bankruptcy, conceding that the potential assets belonged to the estate. And it asked the bankruptcy court to remove the Trustee for failing to investigate and administer the estate's assets. After conducting a hearing to assess the compromise's fairness, the bankruptcy court granted the Trustee's motion to approve the settlement. In its November 29, 2022 opinion and order, the court found that the compromise "is fair and equitable; is reasonable; is in the best interest of the bankruptcy estate and its creditors; and should be approved." The bankruptcy court likewise denied as moot an earlier motion that Prime had filed because it requested, among other things, an evidentiary hearing to determine the ownership of the already compromised assets. The court directed that the settlement order "be effective immediately upon entry." Prime argues that the bankruptcy court abused its discretion when granting the Trustee's motion to approve the estate's compromise with Kattula. According to the District Court, because the bankruptcy court meaningfully addressed all the factors necessary to show that the Trustee's compromise with Kattula is "fair and equitable," its decision approving the settlement is not an abuse of discretion. Prime disagrees with this conclusion. It argues that the bankruptcy court should have rejected the settlement because the Trustee sold the potential assets for "substantially less than their value." Prime provided the bankruptcy court, though, with no valuation evidence to support this contention, the District Court finds. Next, Prime maintains that the Trustee violated its obligation to investigate and verify the potential assets' actual worth. Judge White says, "The record shows otherwise. The Trustee informed the bankruptcy court that the estate lacked sufficient money to fund (1) litigation to determine the ownership of the potential assets, and (2) litigation to liquidate any assets ultimately belonging to the estate. And the Trustee detailed its unsuccessful efforts to locate and secure 'potential buyers of these assets' because of the perceived threat that either Prime, Kattula, or Kattula-related entities would embroil those bidders in further litigation. Prime never rebutted any of these representations." Lastly, Prime faults the bankruptcy court for approving the compromise despite "Kattula's history and proclivity for untruthfulness." Citing to the findings in a previous bankruptcy court decision, Prime says that Kattula employed deceptive tactics to conceal assets and that he engaged in "rampant, systematic fraud throughout his business dealings." But Prime highlights nothing in the record indicating that Kattula negotiated the compromise in bad faith, that he colluded with the Trustee, or employed deceitful tactics to reach the settlement, the District Court finds. All the evidence instead points to an arms-length negotiation that resulted in the Trustee assigning the potential assets to Kattula for value and maximizing the net value realized from the assets, the District Court notes. Considering the 'deferential standard of review' the Court must afford to the bankruptcy court's decision, Judge White concludes that none of the reasons Prime offers for reversing the settlement order are availing. This includes the portion of the settlement order denying Prime's evidentiary hearing motion on mootness grounds. The bankruptcy court properly denied that relief as moot because, having already approved the Trustee's assignment of the potential assets to Kattula, deciding which of them owned the assets beforehand would be pointless. Accordingly, it is ordered that the bankruptcy court's settlement order is affirmed." A copy of the Court's decision is available at https://urlcurt.com/u?l=mg5W1E About TAJ Graphics Based in Rochester, Michigan, TAJ Graphics Enterprises, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 09-72532) on Oct. 21, 2009. John D. Hertzberg, Esq., in Bingham Farms, Michigan, served as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million, and $1 million to $10 million in debts. The bankruptcy court converted the case to a Chapter 7 proceeding in May 2019. TELLURIAN INC: Defends Merger With Woodside Amid Legal Challenges ----------------------------------------------------------------- As previously announced, on July 21, 2024, Tellurian Inc. entered into an Agreement and Plan of Merger with Woodside Energy Holdings (NA) LLC, a Delaware limited liability company ("Parent"), and Woodside Energy (Transitory) Inc., a Delaware corporation ("Merger Sub"). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tellurian, with Tellurian continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent. In connection with the Merger, Tellurian filed a definitive proxy statement with the U.S. Securities and Exchange Commission on August 27, 2024. As is common in transactions of this type, several lawsuits have been threatened by purported stockholders challenging the completeness and accuracy of the disclosures in the Proxy Statement and one lawsuit, Ann Wilcoxon v. Tellurian, Inc., et al., No. 1:24-cv-06542 (S.D.N.Y.), has been filed in federal court. Tellurian and Woodside believe that the claims made in the lawsuits referenced are without merit and no supplemental disclosures are required under applicable law. However, to eliminate the burden, expense, and uncertainties inherent in such litigation, and without admitting any liability or wrongdoing, Tellurian is voluntarily making certain supplemental disclosures to the Proxy Statement. Nothing in the supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. Tellurian and Woodside specifically deny all allegations in the relevant complaints, including that any additional disclosure was or is required. About Tellurian Tellurian Inc., a Delaware corporation, is a Houston-based company that is developing and plans to own and operate a portfolio of LNG marketing and infrastructure assets that includes an LNG terminal facility and related pipelines. The Driftwood terminal and related pipelines are collectively referred to as the "Driftwood Project." The Company also owns upstream natural gas assets. On Feb. 6, 2024, the Company announced that it was exploring a sale of those assets. As of Dec. 31, 2023, the Company's upstream natural gas assets consist of 30,034 net acres and interests in 161 producing wells located in the Haynesville Shale trend of northern Louisiana. Houston, Texas-based Deloitte & Touche LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 23, 2024, citing that the Company has incurred recurring losses from operations and has yet to establish an ongoing source of revenues that is sufficient to cover its future operating costs and obligations as they become due for the twelve months following the date these consolidated financial statements are issued, which raises substantial doubt about its ability to continue as a going concern. Tellurian reported a net loss of $166.18 million for the year ended Dec. 31, 2023, compared to a net loss of $49.81 million for the year ended Dec. 31, 2022. As of June 30, 2024, Tellurian had $939.66 million in total assets, $384.88 million in total liabilities, and $554.77 million in total stockholders' equity. THERATECHNOLOGIES INC: Posts $3.1 Million Profit in Third Quarter ----------------------------------------------------------------- Theratechnologies Inc. reported net profit of $3.09 million on $22.60 million of revenue for the three months ended Aug. 31, 2024, compared to a net loss of $746,000 on $20.86 million of revenue for the three months ended Aug. 31, 2023. For the nine months ended Aug. 31, 2024, the Company reported a net loss of $403,000 on $60.86 million of revenue, compared to a net loss of $21.20 million on $58.31 million of revenue for the nine months ended Aug. 31, 2023. As of Aug. 31, 2024, the Company had $69.71 million in total assets, $89.39 million in total liabilities, and a total deficit of $19.68 million. "The Company's ability to continue generating revenues through the sale of EGRIFTA SV and to be able to meet the Marathon Adjusted EBITDA targets for a period of at least, but not limited to, 12 months from August 31, 2024, involves significant judgement and is dependent on the resumption of the manufacture and distribution of EGRIFTA SV by the end of the first quarter of fiscal 2025, which is dependant on the release to the market of the new batch of EGRIFTA SV. This also involves management of expenses to remain in compliance with the conditions of the Marathon Credit Agreement. The Company would need to obtain the support of the lender (including possible waivers and amendments, if necessary) in the event of a breach of the covenants in the Marathon Credit Agreement. Should management's plans not materialize, the Company may be in default under the Marathon Credit Agreement, be forced to reduce or delay expenditures and capital additions and seek additional alternative financing, or sell or liquidate its assets. Portions of management's plans are outside of their control such as the timing of resumption of product distribution which requires FDA approval. Therefore, there are scenarios wherein events or conditions combine to create material uncertainty and cast substantial doubt about the Company's ability to continue as a going concern." Management Comments "I am pleased to wrap up this third quarter with a strong Adjusted EBITDA of $7.2 million and a net profit of $3.1 million," said Paul Levesque, president and chief executive officer at Theratechnologies. "Quarter after quarter, we have continued to demonstrate strength on the bottom line and as such are increasing Adjusted EBITDA guidance to $17 to $19 million dollars. EGRIFTA SV remains our engine of growth, recording its best performance in recent history by capturing new patients and prescribers at an unprecedented level over the past nine months. Considering current trends for Trogarzo, and as a result of the potential constrained supply of EGRIFTA SV anticipated in late November, we are changing topline guidance to between $83 and $85 million. We believe that in the first part of 2025 we will fully make up for sales not recorded in the fourth quarter of 2024 and remain confident that any impact on patients will be avoided. "We have doubled down on our efforts to enter into partnerships and to find innovative products to market, making significant progress in both in the U.S. and in Canada. Our North American focused strategy is clear, and we are well-positioned to achieve our long-term objective of delivering sustained top-line and bottom-line growth. In terms of our pipeline, we remain committed to bringing the F8 formulation to market and have now addressed all questions from the FDA on the sBLA related to immunogenicity and microbiology. We expect to have the file completed shortly with a plan to submit it to the FDA by the end of November. In oncology, we continue to be focused on generating results from Part 3 of our Phase 1 clinical trial of sudocetaxel zendusortide in advanced ovarian cancer and have had no reports of DLTs, including neuropathy and eye toxicities. One final patient remains in the trial and we plan to share results once their treatment is completed and all data can be analyzed." A full-text copy of the Form 6-K as filed with the Securities and Exchange Commission is available for free at: https://www.sec.gov/Archives/edgar/data/1512717/000119312524235640/d856019dex991.htm About Theratechnologies Theratechnologies (TSX: TH) (NASDAQ: THTX) -- http://www.theratech.com/-- is a biopharmaceutical company focused on the development and commercialization of innovative therapies addressing unmet medical needs. The Company currently commercializes two approved products for people living with HIV, namely: EGRIFTA SV and Trogarzo. In addition to the sale of its products, the Company is conducting research and development activities and it has a pipeline of investigational medicines in the areas of oncology and NASH. Montreal, Canada-based KPMG LLP, the Company's auditor since 1993, issued a "going concern" qualification in its report dated Feb. 20, 2024, citing that the Company has incurred net losses and negative cash flows from operating activities. The Company's Loan Facility contains various covenants, including minimum liquidity covenants. There is material uncertainty related to events or conditions that cast substantial doubt about its ability to continue as a going concern. TILI LOGISTICS: Continued Operations to Fund Plan ------------------------------------------------- Tili Logistics Corporation filed with the U.S. Bankruptcy Court for the Southern District of California a Plan of Reorganization dated September 6, 2024. The Company was incorporated by Sergio Casas – Silva, Sr., in 2007. He serves as the Company's Chief Executive Officer and is still involved in Company management and operations on a fulltime basis. The Company is a San Diego-based full-service trucking and logistics Company specializing in nationwide relocation of goods and equipment. The Company maintains a modern fleet of trucks that are equipped with the latest computer equipment and prepass transponders. In the last 30 months, the business has experienced an extremely difficult operating environment. A combination of a severe pricing collapse in the trucking markets, financing difficulties and inflationary costs put the Company on the verge of failure. This most recent period does not reflect the Company's long history and performance which is best considered in context with other factors. As a result of the financial difficulties, the Company, prepetition, lost vehicles to repossession. Lenders on other vehicles were threatening repossession immediately prior to seek bankruptcy protection. After considering all of its options, the Company decided that the best path forward towards stability and a better future was to streamline Company operations through a reorganization of the business. Class 2 consists of General Unsecured Creditors. Assuming no administrative claims are paid out of funds on hand, the pool of unsecured creditors will share, pro rata, in the $3184.24 monthly payment in months 10 through 60 of the Plan. All general unsecured creditor claims are impaired. Class 3 consists of Equity Interest Holders of the Debtor. There is only one outstanding class of stock, common stock, and it is owned 100% by Sergio Casas–Silva Jr. Monthly business operational expenses, including payments to secured creditors, will be paid from income from business operations. The unsecured creditors share of the monthly payments in months 10 through 60. A full-text copy of the Plan of Reorganization dated September 6, 2024 is available at https://urlcurt.com/u?l=BUsU0y from PacerMonitor.com at no charge. About Tili Logistics Corporation Tili Logistics Corporation is a trucking company in San Diego, California. Tili Logistics Corporation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 24-02128) on June 8, 2024. In the petition signed by Sergio Casas-Silva, Jr., as executive vice president, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Christopher B. Latham oversees the case. The Debtor is represented by: Steven E. Cowen, Esq. S.E. COWEN LAW 333 H St. Ste. 5000 Chula Vista, CA 91910 Tel: (619) 202-7511 E-mail: cowen.christian@secowenlaw.com TIRES RIMS: Hires Musi Merkins Daubenberger & Clark as Counsel -------------------------------------------------------------- Tires Rims and Parts LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Musi, Merkins, Daubenberger & Clark, LLP as counsel. The firm's services include: (a) giving the Debtor legal advice with respect to its duties and powers in this case; (b) preparing all papers and legal documents required to be filed in connection with this bankruptcy proceeding; (c) negotiating with all creditors; (d) pursuing existing litigation; (e) assisting the Debtor in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or the formation of a plan; (f) participating with the Debtor in the formulation of a plan; and (g) performing such other legal services as may be required and in the interest of creditors. Musi, Merkins, Daubenberger & Clark, LLP it is a "disinterested person" pursuant to 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Dimitri L. Karapelou, Esq. Musi, Merkin, Daubenberger & Clark, LLP 21 West Third Street Media, PA 19063 Tel: (610) 891-8806 Fax: (610) 891-8807 Email: dlk@mmdlawfirm.com About Tires Rims and Parts LLC Tires Rims and Parts LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-13582) on October 4, 2024. In the petition filed by Jeff Myersand Lisa Myer, as co-managing members, the Debtor reports total assets of $313,877 and total liabilities of $2,860,566. The Honorable Bankruptcy Judge Patricia M. Mayer handles the case. The Debtor is represented by Dimitri L. Karapelou, Esq. at Musi, Merkins, Daubenberger & Clark, LLP. TLG CAPITAL: Hires Walkup Clark & Associates as Appraiser --------------------------------------------------------- TLG Capital Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Walkup Clark & Associates as appraiser. The firm will provide appraisal services to the Debtor regarding the current fair market value of Debtor's real property commonly known as 771 Corbett Ave San Francisco, CA, 94131 A.P.N. 2763-035. The firm will be paid a flat appraisal fee of $ 1,600, and an hourly rate of $250 per hour for testimony services. Trisha C. Mau, a partner at Walkup Clark & Associates, 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: Trisha C. Mau Walkup Clark & Associates P.O. Box 31406 San Francisco, CA 94131-0406 Telephone: (415) 731-9601 About TLG Capital Development TLG Capital Development, LLC is a San Francisco-based company engaged in activities related to real estate. It conducts business under the name TLG Capital Developments. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 24-30241) on April 10, 2024, with $1 million to $10 million in both assets and liabilities. Valerie Lee, managing member, signed the petition. Judge Hannah L. Blumenstiel presides over the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the Debtor as bankruptcy counsel. TOMMY'S BOATS: Intends to Liquidate All Remaining Assets in Ch.11 ----------------------------------------------------------------- Abby Poirier of Crain's Grand Rapids reports that embattled Grand Rapids-based boat dealership group Tommy's Boats LLC plans to liquidate all of its remaining assets over the coming weeks, effectively ending a 43-year run as an operating business. The U.S. Bankruptcy Court for the Northern District of Texas on Thursday approved a motion by the company's trustee to hire a former Tommy's Boats employee as a consultant tasked with selling off all the company's remaining watercraft and its property, equipment and other inventory. The wind-down process aims to maximize the value the company receives for its assets, funding it ultimately will use toward paying its debts after filing for Chapter 11 bankruptcy protection in May 2024. The move signals the end is near for Tommy's Boats, which was founded in Denver, Colo. in 1981 by Wakeboard Hall of Fame member Tommy Phillips. The company was later acquired by entrepreneur Matthew Borisch and members of his family. At the time it filed for bankruptcy in May, the company listed 15 dealerships in eight states — including Michigan stores in Walloon Lake, Comstock Park and Waterford in Metro Detroit — and billed itself as one of the largest pontoon dealers in North America. In West Michigan, the company in 2022 opened a flagship 16,000-square-foot dealership along U.S. 131 in Comstock Park, just north of Grand Rapids. In a hearing Thursday in Fort Worth, Texas bankruptcy court, Judge Edward Morris approved a motion authorizing trustee Mark Andrews to employ Mark Wells, a former Tommy’s Boats executive who held both sales and business development roles, to serve as the company’s wind-down consultant. On Oct .4, Wells terminated his employment with Grand Rapids-based Borisch family office Simplified Investments, according to court documents. The court approved a plan for the trustee to hire Wells for up to four months as an independent contractor. Per the agreement, Wells will be paid a total of $46,513 over the next six weeks and $375 per hour after the first of November. Wells also will receive a commission of 4% of any non-watercraft sale transactions or lease assignments, and 2% of any transactions of watercraft or other sales. According to the agreement, Wells will "assist with all liquidations of the Debtors' watercraft inventory, assignment of the Debtors' unexpired leases of nonresidential real property, the sale of the Debtors' dealer operations and related property, including pro-shop merchandise, service center parts, equipment and inventory, and customer data data and boat purchase history, the sale of other valuable estates; assets, and such other reasonable wind-down tasks as the Company and Consultant may mutually agree upon." Indeed, signs at the company's Comstock Park store indicate an ongoing inventory liquidation sale, with "up to 50% off." Lydia Webb, an attorney at Gray Reed who represents Andrews, said during the hearing Thursday that Wells "has considerable experience in the debtors' industry, and his contacts have helped the trustee with his task of maximizing value for the debtors' estates." In prior court filings, Andrews said he has made "great strides" to monetize Tommy's Boats' assets, including conducting inventory liquidation sales for hundreds of boats. "It is my business judgment that entry into the wind down consulting agreement will maximize value by allowing the debtors to continue to benefit from the consultant services as the debtors wind down and liquidate their estates," Andrews said during the hearing. "The agreement is a win-win for the estate and the consultant." An attorney representing Andrews had no official comment on the bankruptcy proceedings when contacted by Crain's Grand Rapids Business. Wells and Tommy's Boats did not immediately respond to requests for comment on the matter. The wind-down agreement follows a settlement earlier this week in a lawsuit between Tommy's Boats and manufacturer Malibu Boats Inc. in which the manufacturer agreed to a $3.5 million payment to the dealership group's estate while also withdrawing its $9.6 million unsecured claim against the company. The lawsuit, which Tommy's Boats filed against Loudon, Tenn.-based Malibu Boats on April 10, alleged that the manufacturer forced the dealer to take in hard-to-sell inventory in a complex fraud scheme that ultimately led the company to file for Chapter 11 bankruptcy. The suit accused Malibu of breach of contract, unjust enrichment, misrepresentation and fraud, alleging that Malibu Boats CEO Jack Springer conducted an "intentional and fraudulent scheme" to supply "nearly $100 million of its highest priced, highest margin, slow moving boat inventory" to 15 Tommy's Boats dealerships. As a condition of the settlement, Andrews agreed to ask the court to enjoin Borisch — who "has his own agenda" — from pursuing lawsuits against Malibu "to ensure the effectiveness of the settlement negotiated by the parties." Tommy's Boats filed for Chapter 11 bankruptcy protection on May 20 in the U.S. Bankruptcy Court for the Northern District of Texas. Court documents at the time indicated that Tommy's Boats had $1 million to $10 million in assets and $100 million to $500 million in liabilities. In the bankruptcy filing, Tommy's listed the 30 largest unsecured claims totaling nearly $123.6 million. At the time, Buffalo, N.Y.-based M&T Bank was the company's largest creditor, with a total claim of more than $105 million, followed by Grand Rapids-based Mercantile Bank with a $4.7 million claim. Other unsecured creditors listed in the filing at the time include three local companies: Alma-based pontoon boat manufacturer Avalon & Tahoe Manufacturing Inc. ($145,994.04), Grand Rapids-based Orion Construction ($127,397.72), and an affiliate of Walker-based boat propeller manufacturer ACME Marine Group ($89,510.59). The filing also listed approximately $5 million in unpaid sales taxes in several states. About Tommy's Boats Tommy's Boats is a boat and water sports retailer. Based in Fort Worth, Texas, Tommy's is a premium boat dealer with 16 locations across the United States. Tommy's Fort Worth, LLC, and its affiliates, including Tommy's Holding Company, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 24-90000) on May 20, 2024. Tommy's Fort Worth estimated between $1 million and $10 million in assets and between $100 million and $500 million in debt as of the bankruptcy filing. The Debtors tapped GUTNICKI LLP as counsel, and FORCE 10 PARTNERS LLC as CRO provider. OMNI AGENT SOLUTIONS, INC., is the claims agent. TREVENA INC: Fires Three Top Executives to Cut Costs ---------------------------------------------------- Trevena, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 5, 2024, the Board of Directors of the Company approved the termination of employment, without cause, of Carrie L. Bourdow, the Company's president and chief Executive officer; Barry Shin, the Company's executive vice president, chief operating officer and chief financial officer; and Mark A. Demitrack, MD, the Company's senior vice president and chief medical officer, each effective as of Oct. 5, 2024. The terminations were in connection with cost-cutting measures, and do not involve any disagreement concerning the Company's operations, policies or practices. Ms. Bourdow will continue to serve as Chairman of the Board, acting chief executive officer and principal executive officer; Mr. Shin will continue to serve as acting chief operating officer and chief financial officer, principal financial officer and principal accounting officer; and Mr. Demitrack will continue to serve as acting chief medical officer, following her or his respective terminations of employment. In connection with the termination of employment of Ms. Bourdow, Mr. Shin and Dr. Demitrack, the Company entered into a Separation Agreement and General Release with each Executive. The Separation Agreements address the severance payments and benefits to which each Executive is entitled in connection with such Executive's termination without cause, consistent with the terms of such Executive's employment agreement. Consulting Arrangements On Oct. 5, 2024, the Company entered into consulting agreements with Mr. Shin and Dr. Demitrack, effective as of Oct. 5, 2024, pursuant to which Mr. Shin and Dr. Demitrack will provide assistance, advice and expertise on corporate strategy, commercial and pipeline assets and other business topics as directed by the Company. Pursuant to the terms of the Shin Consulting Agreement and Demitrack Consulting Agreement, Mr. Shin and Mr. Demitrack will receive cash compensation at an hourly rate generally consistent with their respective prior compensation levels for services to the Company. About Trevena Headquartered in Chesterbrook, Pa., Trevena, Inc. is a biopharmaceutical company focused on developing and commercializing novel medicines for patients affected by central nervous system, or CNS, disorders. The Company's product, OLINVYK (oliceridine) injection, was approved by the United States Food and Drug Administration in August 2020. The Company initiated commercial launch of OLINVYK in the first quarter of 2021. Philadelphia, Pa.-based Ernst & Young LLP, the Company's auditor since 2007, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. TRUE VALUE: Do it Best Bids to Acquire Assets Amid Ch. 11 Filing ---------------------------------------------------------------- True Value Company, L.L.C., one of the world's hardlines wholesalers, announced that it has entered into an agreement to sell substantially all of the Company's business operations to home improvement industry peer Do it Best Corp. To complete the sale in the most efficient manner, True Value and certain of its affiliates initiated voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. True Value will continue its day-to-day operations serving 4,500 independently owned retailers that rely on True Value for the right products, trusted expertise, and its 75-year-old iconic brand. "After a thorough evaluation of strategic alternatives, we determined that the sale of our business was the path forward to maximize value and best serve our retail partners and other stakeholders into the future," said Chris Kempa, True Value's Chief Executive Officer. "We believe that entering the process with an agreed offer from Do it Best, who has a similar decades-long history in the home improvement space and also operates with a focus on supporting members and helping them grow, is the most beneficial next step for True Value and our associates, customers, and vendor partners. We thank these valued stakeholders for their continued loyalty as we work to secure a stronger future for True Value." True Value's sale process is the next step in a series of actions that the Company has taken in 2024 to better position the business and its iconic brand for the long term, including modernizing its legacy operations, driving greater efficiencies, and investing in additional marketing campaigns. "A successful acquisition of True Value assets would represent a strategic milestone for Do it Best and home improvement retailers around the world," said Dan Starr, Do it Best President & Chief Executive Officer. "Do it Best has a proven track record of driving profitability through the most efficient operations in the industry. This acquisition, if consummated, would provide True Value and independent hardware stores the strongest opportunities for growth for years to come." The agreement with Do it Best, which was reached following a robust marketing process, provides significant cash consideration and meaningful assumption of liabilities related to the ongoing business. The Company is requesting designation of Do it Best as the "stalking horse," or lead, bidder and to initiate a competitive bidding process under Section 363 of the Bankruptcy Code designed to achieve the highest or otherwise best value for the Company. To support the day-to-day business through the sale, the Company is seeking to use its cash collateral to fund operations. To the extent True Value requires additional financing during the process, the Company has received a commitment from Do it Best to provide incremental capital. The Company is also filing with the Court a series of customary motions seeking to uphold its commitments to its stakeholders during the process. These "first day" motions include requests to continue to pay wages and provide benefits to associates in the ordinary course and offer essential customer programs. The Company anticipates paying vendors in the ordinary course for authorized goods received and services rendered after the filing. The Company is targeting the completion of the sale process by year end. "A successful acquisition of True Value assets would represent a strategic milestone for Do it Best and home improvement retailers around the world," said Dan Starr, Do it Best President and CEO. "Do it Best has a proven track record of driving profitability through the most efficient operations in the industry. This acquisition, if consummated, would provide True Value and independent hardware stores the strongest opportunities for growth for years to come." While maintaining its industry-leading level of support to its member-owners, this acquisition would present an opportunity for Do it Best to build upon True Value's iconic brand, allowing current stores to maintain their independence while gaining access to Do it Best's programs, buying power, and support network. "We understand the unique challenges of the retail industry, and if we are successful in our bid for these assets we would be committed to driving True Value stores' growth alongside our valued Do it Best member-owners," added Starr. "As the industry's only full-service co-op distributor, our focus remains on building strong, profitable partnerships that benefit our stores, our vendors, and consumers. This acquisition would represent not just the growth of Do it Best but a brighter future for the entire independent home improvement channel," Starr concluded. If Do it Best is the winning bidder, the transaction is expected to close by the end of the year, pending regulatory and court approval. True Value will continue to operate under Chapter 11 protection with Do it Best providing a stalking horse bid. Under the agreement, Do it Best will purchase many of the True Value assets and business operations. To the extent True Value requires additional financing during the bankruptcy process, Do it Best has committed to provide incremental capital to True Value in an effort to help ensure independent True Value retailers' the ability to continue serving their customers throughout the process. True Value stores are independently owned and are not a part of the Chapter 11 proceedings, with the exception of one Company-owned store in Palatine, IL. Court filings and other information regarding the proceedings can be found at https://omniagentsolutions.com/TrueValue. Vendors with questions can call (866) 771-0561 (U.S. & Canada) or +1 (818) 356-8633 (international) or email TrueValueInquiries@OmniAgnt.com. Skadden, Arps, Slate, Meagher & Flom LLP, Glenn Agre Bergman & Fuentes LLP, and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, M3 Partners, LP is serving as financial advisor, and Houlihan Lokey is serving as investment banker to the Company. About Do it Best Based in Fort Wayne, IN, Do it Best is the only US-based, member-owned comprehensive and fully integrated hardware, lumber, and building materials buying cooperative in the home improvement industry. With annual sales of nearly $5 billion, Do it Best serves thousands of member-owned locations across the United States and in more than 50 other countries. For more information, visit doitbestonline.com and follow us on Facebook, Instagram, and LinkedIn. About True Value Company True Value Company, headquartered in Chicago, is one of the world's leading hardlines wholesalers. The globally recognized brand with over 75 years of experience proudly carries a legacy of empowering independent retailers within their local communities, becoming a symbol of strength and resilience that customers recognize and trust. True Value Company has an international network of 4,500 independently owned and operated stores that are committed to providing customers exceptional products and expert guidance for their DIY and home maintenance projects. While retaining an independent spirit and community focus, operations have vastly expanded, providing local stores the freedom to stock essential products and offer services for business growth, all while maintaining the trusted legacy brand. True Value is not just a chain of stores, True Value is your trusted partner for all things hardware. VERTEX ENERGY: Grants $154K Retention Bonus to CSO Alvaro Ruiz -------------------------------------------------------------- Vertex Energy, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company, with the recommendation of the Compensation Committee of the Board of Directors and the approval of the Board of Directors, entered into a retention letter agreement with Alvaro Ruiz, the Company's Chief Strategy Officer, and agreed to pay a retention bonus to Mr. Ruiz of $154,020. The bonus is subject to the recipient's obligation to repay the net after-tax bonus in the event that the recipient's employment with the Company is terminated by the Company for any reason other than cause, or his death or disability prior to the later of six months after the date the letter agreement is entered into and the date of a change of control transaction (including an asset sale of all or substantially all of the Company's assets). Mr. Ruiz also entered into a waiver and release in favor of the Company in consideration for the retention bonus, pursuant to which he agreed to release all claims against the Company related to his employment and certain other employment matters and claims. About Vertex Energy Vertex Energy, Inc., together with its subsidiaries, is an energy transition company and marketer of refined products and renewable fuels in Houston. Vertex Energy filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-90507) on September 24, 2024, listing $772,368,000 in assets and $642,819,000 in liabilities. The petitions were signed by R. Seth Bullock as chief restructuring officer. Judge Christopher M. Lopez oversees the case. Jason G. Cohen, Esq., at Bracewell, LLP represents the Debtors as counsel. VERTEX ENERGY: Inks Restructuring Support Agreement With Lenders ---------------------------------------------------------------- Vertex Energy, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company and certain of the Company's subsidiaries entered into a Restructuring Support Agreement, with parties that hold 100% of the claims under the Loan and Security Agreement, dated April 1, 2022, by and between Vertex Refining Alabama LLC, as borrower, the Company, as parent and guarantor, Cantor Fitzgerald Securities, as agent, and the lenders party thereto. The Restructuring Support Agreement contemplates agreed-upon terms for a financial restructuring of the Company Parties' capital structure to be implemented pursuant to a chapter 11 plan filed by the Company Parties in cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas. Pursuant to the Restructuring Support Agreement, the Consenting Stakeholders have agreed, subject to certain terms and conditions, to support the Plan. Restructuring Transactions The Restructuring Support Agreement contemplates agreed-upon terms for a financial restructuring of the Company Parties' capital structure. Pursuant to the Restructuring Support Agreement, the Debtors expect to effectuate a chapter 11 plan through either (a) a standalone recapitalization of the Company's balance sheet; or (b) a sale of all, substantially all, or any portion of the Debtors' assets through one or more sales. Pursuant to the Restructuring Support Agreement, the Consenting Stakeholders have agreed, subject to certain terms and conditions, to support the Plan, among other things. The transactions contemplated by the Restructuring Support Agreement and the term sheets attached thereto will be consummated pursuant to the Recapitalization Transaction, unless the Company Parties, with the prior written consent of holders holding at least 80% of the aggregate outstanding principal amount of the Term Loan Claims determine that pursuit of the highest or otherwise best asset sale proposal (or proposals), which may include a credit bid submitted by certain debtor-in-possession financing lenders and/or Term Loan Lenders, is in the best interests of the Company Parties and their stakeholders. If the Company Parties select a Successful Bid and such Successful Bid is approved by the Bankruptcy Court pursuant to an order, prior to the consummation of the asset sale, the Company Parties will establish and fund one or more reserves from cash on hand of the Company Parties and undrawn amounts under the DIP Facility, in an amount determined in the Company Parties' reasonable discretion and consented to by the Required Consenting Term Loan Lenders, sufficient to: (a) fund the estimated fees, costs, and expenses necessary to fully administer and wind down the estates of the Company Parties, including the fees, costs, and expenses of the plan administrator selected by the Required Consenting Term Loan Lenders to wind down the Company Parties' estates, and (b) pay in full in cash all Claims required to be paid under the Bankruptcy Code and Plan in order for the Plan Effective Date to occur or otherwise be assumed or required to be paid under the terms of the Plan, in each case to the extent not liquidated and paid in full in cash on the Plan Effective Date; provided, that (x) in no event shall the Wind Down Reserve constitute an increase to the DIP Facility at any time without the express consent of all of the DIP Lenders and (y) any new money term loans provided for the Wind Down Reserve shall be funded only in accordance with certain conditions, including, but not limited to, the absence of a default or event of default under the DIP Facility. Absent such an event of default, the Company Parties will be authorized to maintain the Wind Down Reserve in an amount and for such time as is necessary, each as determined by the Plan Administrator, to fully reconcile, liquidate, and pay in full in cash all applicable fees, costs, expenses, claims, and other obligations before distributing any excess distributable cash to holders of debtor-in-possession financing claims or any other claims and equity interests in accordance with the priorities and treatment described in the Restructuring Support Agreement. The Restructuring Support Agreement also contemplates the cancellation of all existing equity interests of the Company, including the Company's common stock, par value $0.001 per share and any interests arising from the Common Stock, including any options or warrants, at any time on or after the Plan Effective Date. DIP Facility To fund the administration of the Chapter 11 Cases and the implementation of the Restructuring Transactions, all of the DIP Lenders will provide a $280 million senior secured super-priority debtor-in-possession loan and security agreement, consisting of: (a) an $80 million new money term loan facility and (b) a "roll up" loan facility, whereby $200 million of Term Loan Claims will be converted on a cashless, dollar-for-dollar basis into DIP Facility loans on the terms and conditions set forth in the DIP Loan Agreement which provides for, among other things, granting a security interest in all assets of the Company Parties as collateral, and provides for a guarantee by the Company Parties. The DIP Facility will be used by the Company in accordance with the budget agreed upon between the Company Parties and the Required DIP Lenders. The Company Parties will seek approval of the DIP Facility as is consistent with the DIP Loan Agreement, and the transactions contemplated by such DIP Loan Agreement are subject to approval by the Bankruptcy Court. In addition, the DIP Lenders' obligations to provide the DIP Facility are subject to various conditions customary for debtor-in-possession financings of this type. Additional Terms of the Restructuring Support Agreement In accordance with the Restructuring Support Agreement, the Consenting Stakeholders agreed, among other things, to: (a) support the Restructuring Transactions as contemplated by, and within the timeframes outlined in, the Restructuring Support Agreement and the definitive documents governing the Restructuring Transactions; (b) not take action, in respect of each Consenting Stakeholder's Company Claims/Equity Interests (as defined in the Restructuring Support Agreement), directly or indirectly, to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; and (c) vote each of each Consenting Stakeholder's Company Claims/Equity Interests owned, held, or otherwise controlled by such Consenting Stakeholder and exercise any powers or rights available to it, in each case, in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions. In accordance with the Restructuring Support Agreement, the Company Parties agreed, among other things, to: (a) support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with the Restructuring Support Agreement; (b) use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions; (c) negotiate in good faith and use commercially reasonable efforts to execute and deliver certain required documents and agreements to effectuate and consummate the Restructuring Transactions as contemplated by the Restructuring Support Agreement; and (d) not, directly or indirectly, object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions. The Restructuring Support Agreement may be terminated upon the occurrence of certain events set forth therein, including, among other things, the failure to meet specified milestones specified in the Restructuring Term Sheet and in any DIP order. The Restructuring Transactions are subject to certain customary conditions, including approval by the Bankruptcy Court. Amended Intermediation Facility Agreement Separately, to permit the Company Parties to continue purchasing crude oil from Macquarie Energy North America Trading Inc. for the Company Parties' ordinary course operations and for Macquarie to continue purchasing all Products, Macquarie and the Company Parties agreed to amend and restate the facility existing under the Intermediation Facility Agreement on the terms and conditions set forth in the Intermediation Facility Term Sheet attached the Restructuring Support Agreement. Entry into the Amended Intermediation Facility is subject to approval by the Bankruptcy Court. About Vertex Energy Vertex Energy, Inc., together with its subsidiaries, is an energy transition company and marketer of refined products and renewable fuels in Houston. Vertex Energy filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-90507) on September 24, 2024, listing $772,368,000 in assets and $642,819,000 in liabilities. The petitions were signed by R. Seth Bullock as chief restructuring officer. Judge Christopher M. Lopez oversees the case. Jason G. Cohen, Esq., at Bracewell, LLP represents the Debtors as counsel. VESTOGE FREDERICK: Hires Tranzon Key as Real Estate Agent --------------------------------------------------------- Vestoge Frederick MD, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Key Real Estate Partners, Inc. t/a Tranzon Key as real estate agent and auctioneer. Suzanne Fields, broker/owner, Lodge & Fields, Coldwell Banker Realty shall assist Tranzon with the marketing and sale of the property. The firm's services include: a. developing sales strategy with the Debtor; b. solicitating interested parties for the sale of the Property and marketing of the Property for sale through a managed qualifying bid process; c. conducting negotiations, at the Debtor's direction, for the sale of the Property; and d. managing the auction process. Tranzon will be compensated as follows" a. Tranzon will charge a buyer's premium of 5 percent, which will be added to the high bid and included in the total purchase price paid by the buyer to the Debtor. If the Property is sold at auction, the Debtor shall pay Tranzon a fee equal to the buyer's premium, payable in cash at closing. b. Tranzon may offer, at its discretion, a fee of 1 percent of the total bid price (not including the buyer's premium) to a buyer's broker who properly registers a client that subsequently closes on a sale of the Property. Tranzon shall pay this fee from the buyer's premium. c. Tranzon shall pay a fee of 25 percent of the net commission to Coldwell Banker for assisting Tranzon in this engagement. d. If the Property is sold prior to or subsequent to the auction date during the term of this Agreement to any party, the Debtor shall pay Tranzon a fee of 5 percent (5%) of the purchase price of the Property, payable in cash at closing. e. If the Debtor withdraws the Property from the auction, prior to the auction commencement, for any reason other than for a pre-auction sale, or the Property otherwise does not sell, due to the fault of the Debtor or its assigns, the Debtor shall pay Tranzon the above fees as if the Property had sold for the assessed value, or for the ratified purchase contract to which the Debtor defaults, whichever is greater. Tranzon and Coldwell Banker are "disinterested persons" as that phrase is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jeff Stein Key Real Estate Partners, Inc. T/A Tranzon Key 3819 Plaza Dr Fairfax, VA 22030 Phone: (703) 539-8111 About Vestoge Frederick MD Vestoge Frederick MD, LLC, is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-10536) on January 22, 2024, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Ramesh Kalwala, Member Vestoge Frederick MD, LLC, signed the petition. Brent C. Strickland, Esq. at WHITEFORD, TAYLOR & PRESTON L.L.P. represents the Debtor as legal counsel. VUZIX CORP: Quanta Computer Holds 10.4% Equity Stake ---------------------------------------------------- Quanta Computer Inc. disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of September 13, 2024, it beneficially owned 7,692,307 shares of Vuzix Corporation's common stock, representing 10.4% of the shares outstanding. A full-text copy of Quanta Computer's SEC Report is available at: https://tinyurl.com/4yh6u7wr About Vuzix Incorporated in Delaware in 1997, Vuzix Corporation -- www.vuzix.com -- is a designer, manufacturer, and marketer of Smart Glasses and Augmented Reality (AR) technologies and products for the enterprise, medical, defense, and consumer markets. The Company's products include head-mounted (or HMDs or heads-up displays or HUDs) smart personal display and wearable computing devices that offer users a portable high-quality viewing experience, provide solutions for mobility, wearable displays and augmented reality, as well as OEM waveguide optical components and display engines. The Company's wearable display devices are worn like eyeglasses or attach to a head-worn mount. These devices typically include cameras, sensors, and a computer that enable the user to view, record, and interact with video and digital content, such as computer data, the internet, social media, or entertainment applications, as well as interact and receive information from cloud-based Artificial Intelligence agents. The Company's wearable display products integrate display technology with its advanced optics to produce compact high-resolution display engines, less than half an inch diagonally, which, when viewed through its Smart Glasses products, create virtual images that appear comparable in size to that of a computer monitor, smartphone, tablet, or a large-screen television. Buffalo, New York-based Freed Maxick CPAs, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations and has future cash requirements to fund operating losses. This raises substantial doubt about the Company's ability to continue as a going concern. Vuzix incurred net losses of $50,149,077 for the year ended December 31, 2023, and $40,763,573 for the year ended December 31, 2022. As of June 30, 2024, Vuzix had $38,234,380 in total assets, $2,827,268 in total liabilities, and $35,407,112 in total stockholders' equity. WASHINGTON BOI: Gets Interim Approval to Use Cash Collateral ------------------------------------------------------------ Washington Boi Transport, LLC received interim approval from the U.S. Bankruptcy Court for the Southern District of Georgia to use its lenders' cash collateral for business operations. The interim order authorized the company to use up to $7,154 in cash collateral, which consists of bank account balances and pre-bankruptcy receivables. Lenders will be granted replacement liens on the company's post-petition accounts receivable, with the same priority as their pre-bankruptcy liens. However, these liens do not apply to Chapter 5 causes of action. The order does not determine the priority or validity of any pre-bankruptcy lien. The company can challenge the extent, validity, or priority of any pre-bankruptcy lien on cash collateral or receivables. The final hearing is scheduled for Oct. 30. About Washington Boi Transport Washington Boi Transport, LLC is a transportation or logistics company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ga. Case No. 24-40870) with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Edward J. Coleman oversees the case. The Debtor is represented by: Jon A. Levis, Esq. Levis Law Firm, LLC 101 S. Main Street Swainsboro, GA 30401 Telephone: 478-237-7029 Email: bkymail@levislawfirmllc.com WASHINGTON BOI: Hires Levis Law Firm as Bankruptcy Counsel ---------------------------------------------------------- Washington Boi Transport, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Georgia to hire Levis Law Firm, LLC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) prepare legal papers; (c) prepare pleadings and applications and conduct examinations incidental to the estate's administration; (d) take any and all necessary action to the proper preservation and administration of the estate; (e) assist the Debtor with the preparation and filing of a statement of affairs and schedules as appropriate; and (f) perform all other legal services for the Debtor. The firm received a retainer of $15,000. The hourly rates of the firm's counsel and staff are as follows: Attorneys $350 Paralegals $90 The firm received a retainer in the amount of $5,000. Jon Levis, Esq., a member at Levis 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: Jon A. Levis, Esq. LEVIS LAW FIRM, LLC Post Office Box 129 Swainsboro, GA 30401 Telephone: (478) 237-7029 Email: levis@merrillstone.com About Washington Boi Transport, LLC Washington Boi Transport, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 24-40870) on October 3, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Edward J Coleman presides over the case. Jon A. Levis, Esq. at Levis Law Firm, LLC represents the Debtor as counsel. WEST HARWICH: Trustee Hires Verdolino & Lowey as Accountant ----------------------------------------------------------- Mark D. DeGiacomo, the Chapter 11 Trustee of West Harwich Holdings LLC, seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Verdolino & Lowey, P.C. as accountant. The firm will provide these services: a. prepare and file on behalf of the estate all necessary tax returns that may be required by federal, state or local law; b. advise the Trustee regarding the tax implications of asset recovery; c. advise and assist the Trustee with respect to evaluating and objecting to proofs of claim submitted by federal and state taxing authorities; and d. assist the Trustee in reviewing and examining the books and records of the Debtor with respect to potential preference and/or fraudulent conveyance or transfer claims; and to assist the Trustee with other tasks that the Trustee may require and reasonably request. The firm will be paid at these rates: Principals $565 per hour Managers $275 to $450 per hour Staff $225 to $395 per hour Bookkeepers $225 to $300 per hour Clerical $95 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig R. Jalbert, a partner at Verdolino & Lowey, 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: Craig R. Jalbert, Esq. Verdolino & Lowey, P.C., 124 Washington Street Foxboro, MA 02035 Tel: (508) 543-1720 About West Harwich Holdings West Harwich Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-11294) on July 1, 2024. The Law Office of Peter M. Daigle represents the Debtor as counsel. WHEEL PROS: Bankruptcy Court Approves Plan of Reorganization ------------------------------------------------------------ Wheel Pros, LLC (d/b/a Hoonigan) and certain of its North American-based affiliates, a leading provider of aftermarket vehicle enhancements, announced on October 15, 2024, that the U.S. Bankruptcy Court for the District of Delaware has approved the Company's Plan of Reorganization. With this approval, the Company is positioned to emerge from its financial restructuring process in the near future with a stronger financial foundation, poised for continued industry leadership. "Today marks an important step toward the successful completion of our financial reorganization," said Vance Johnston, CEO of Hoonigan. "With the confirmation of our Plan, we are on a clear path to becoming a financially stronger company, well-positioned to invest in innovation and drive sustainable, long-term growth. We are incredibly grateful for the continued support of our financial partners, employees, vendors, and customers through this process, and are excited to drive ahead under new ownership equipped with the financial resources and flexibility to lead our industry forward." Through the approved Plan, Hoonigan will eliminate approximately $1.2 billion of the Company's debt and is working to secure access to a $175 million asset backed loan facility. Upon emergence, the Company will be under the majority ownership of Strategic Value Partners, LLC and Nut Tree Capital Management LP, who recognize the potential of the automotive aftermarket industry and are committed to Hoonigan's continued leadership in this sector. The transactions contemplated under the Plan remain subject to customary closing conditions. The Company will continue to operate in the ordinary course of business for its customers, vendors, and partners as it progresses toward a successful emergence. The Court also approved the sale of the Company's 4 Wheel Parts retail stores, associated e-commerce sites, and certain other related assets to ORW USA, Inc., the U.S. affiliate of ARB Corporation Limited. Hoonigan will continue to operate 4WP in the normal course through close of the sale, which is expected in the coming days. Additional information regarding the Chapter 11 process is available at https://cases.stretto.com/WheelPros. Stakeholders with questions can contact the Company's claims agent, Stretto, by calling (855) 371-7511 (U.S. toll free) or +1 (714) 716-1978 (International) or emailing TeamWheelPros@stretto.com. About Wheel Pros Wheel Pros, LLC (d/b/a Hoonigan) -- http://www.hoonigan.com/-- serves the automotive enthusiast industry with entertaining content and a wide selection of vehicle enhancements from its portfolio of lifestyle brands, including Fuel Off-Road, American Racing, KMC, Morimoto, TeraFlex, Rotiform, and Black Rhino. Utilizing its expanding global network of distribution centers spanning North America, Australia, and Europe, Hoonigan serves over 30,000 retailers. It has a growing e-commerce presence to provide enthusiast consumers with access to a variety of aftermarket enhancements including wheels, suspension, lighting, and accessories. Wheel Pros, LLC (d/b/a Hoonigan) and certain of its North American-based affiliates, including Hoonigan Industries, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 24-11939) on Sept. 8, 2024. Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP are serving as legal counsel, Houlihan Lokey, Inc., is serving as investment banker, Alvarez & Marsal is serving as financial advisor, and C Street Advisory Group is serving as strategic communications advisor to the Company. Stretto is the claims agent. WILLIAMSBURG BOUTIQUE: Easement Rights Part of N.Y. Property Sale ----------------------------------------------------------------- The Honorable Kyu Y. Paek of the United States Bankruptcy Court for the Southern District of New York resolved the outstanding issues on the sale of Williamsburg Boutique LLC's real property to Bankwell Bank. WB was formed in 2014 to acquire title to real property located at 80 Ainslie Street, Brooklyn, New York, i.e., the Property. WB acquired the Property for $6 million, and the acquisition was funded in part by financing from Bankwell. Bankwell also served as a lender for WB's construction and development of the Property. Keap Street is the owner of a certain parcel of land designated as Block 2372, Lot 1 in the tax map of Kings County, which is in close proximity to the Property. Various disputes arose among the parties that have stalled the entry of the order approving the sale. On December 13, 2023, the Debtor moved to approve bid procedures for the sale of the Property pursuant to section 363. The Sale Motion stated that the Debtor seeks "to sell the Property to the highest and best bidder(s), free and clear of all liens, claims and encumbrances, but subject to the right of Bankwell to credit bid pursuant to Section 363(k) . . . ." The Sale Motion also provided that the sale would be "subject to any provisions contained in a Qualified Bid." The Court approved the bid procedures by order dated February 22, 2024, which was amended on May 8, 2024, and again on May 16, 2024, to extend the bid deadline and auction date. The Order Approving Bid Procedures deemed Bankwell to be a "qualified bidder" under the Bid Procedures and authorized Bankwell to credit bid its entire secured claim pursuant to section 363(k). On May 29, 2024, Bankwell, through a designated affiliate, submitted a $9,380,000 credit bid for the Property. The Bankwell Bid specified that its bid was for the Property as well as "all rights, title, and interest" in the Easement. Bankwell also rejected the assertion that the Easement was an executory contract within the meaning of section 365. The Proposed Sale Order specified that the assets being sold included the Property and the Debtor's rights under the Easement. On June 27, 2024, Debtor's counsel filed a limited objection to Bankwell's Proposed Sale Order. While the Debtor did not oppose the sale, it objected to "the inclusion of [the Easement]" as part of the sale because the Easement was not included in the Bid Procedures. Further, the Debtor argued that the Easement was not the type of asset that may be sold free and clear of third-party interests under section 363(f). Bankwell filed a responsive pleading asserting that the Easement had been identified in pertinent sale-related documents as an asset being sold, the Easement may be sold free and clear of liens, claims, and interests under section 363(f), and the Debtor was improperly pursuing meritless claims on behalf of Keap Street. The Court held a hearing on the Proposed Sale Order on September 12, 2024. After a colloquy, the Court recognized that another lingering issue preventing the entry of the sale order was a determination of what rights and claims, if any, Keap Street, as the Easement grantor, had against Bankwell. Keap Street argued that Bankwell could not simultaneously enjoy the benefits of the Easement and avoid the burdens and obligations that too run with the land. Specifically, Keap Street asserted that it is entitled to a payment of $2.6 million and is expecting future consideration for, among other things, the ongoing maintenance and upkeep of the parking spaces. According to Keap Street, section 363(f) cannot extinguish those obligations. Bankwell took the opposite view and argued that Keap Street is not owed any additional consideration for the Easement because the Easement Declaration plainly acknowledged that consideration had already been paid for the granting of the Easement. Bankwell also asserted that the Debtor's rights under the Easement constituted property of the estate under section 541(a), which can be transferred to Bankwell under the sale. Bankwell further contended that Keap Street has no claim against the Debtor's estate because the Debtor provided consideration in exchange for the Easement at the time of the grant. And, even if Keap Street did have a claim, it never filed a proof of claim in this case. Finally, Bankwell argued that the sale of the Property is free and clear of any possible claim Keap Street could assert by operation of section 363(f). The Court finds that the Debtor's rights under the Easement are included in the sale of the Property to Bankwell. The Court holds that such rights constitute property of the estate within the meaning of section 541(a) and may be sold pursuant to section 363(b). The Court also holds that the sale of the Debtor's rights under the Easement shall be free and clear of the Keap Street Claim pursuant to section 363(f)(4) and (5). Counsel to Bankwell shall settle an order pursuant to Local Bankruptcy Rule 9074-1 approving the sale of the Property and the Debtor's rights under the Easement consistent with this Memorandum Decision. Judge Paek explains that the Debtor and Keap Street's argument that the Debtor's Easement rights were not included in the sale is without merit. The Debtor's Sale Motion stated that the sale would be 'subject to any provisions contained' in a qualified bid, the Order Approving Bid Procedures deemed Bankwell to be a qualified bidder, the Bankwell Bid specified that its bid included 'all rights, title, and interest' in the Easement, and the Debtor accepted the Bankwell Bid including the rights under the Easement. Thus, the Debtor's rights under the Easement are included in the sale to Bankwell." A copy of the Court's decision dated October 9, 2024, is available at https://urlcurt.com/u?l=x1jxfw Attorneys for Bankwell Bank and Bankwell Properties Inc.: Patrick M. Birney, Esq. Brian J. Wheelin, Esq. Brian R. Smith, Esq. ROBINSON & COLE LLP 666 Third Avenue New York, NY 10174 E-mail: pbirney@rc.com bwheelin@rc.com bsmith@rc.com Attorneys for Keap Street Holdings LLC: Steven B. Smith, Esq. Hunter Waters, Esq. HERRICK, FEINSTEIN LLP Two Park Avenue New York, NY 10016 E-mail: ssmith@herrick.com hwaters@herrick.com Attorneys for the Debtor: Jonathan S. Pasternak, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue New York, NY 10158 E-mail: jsp@dhclegal.com About Williamsburg Boutique LLC The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns real property located at 80 Ainslie Street, Brooklyn, NY valued at $15.7 million. Williamsburg Boutique LLC in Bedford Hills, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Tex. Case No. 23-22587) on August 7, 2023, listing $15,700,000 in assets and $18,227,723 in liabilities. Juda Klein as manager, signed the petition. Judge Sean H. Lane oversees the case. YOUNG MEN'S CHRISTIAN: Hires SVN AVAT Realty LLC as Broker ---------------------------------------------------------- Young Men's Christian Association of Metropolitan Huntsville, Alabama seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire SVN AVAT Realty, LLC as real estate agent and broker. The broker will market and sell the Debtor's Camp Property located at 4380 Cha La Kee Road, Guntersville, Alabama. In exchange for these services, the Debtor proposes to pay the broker: -- a commission equal to one-half percent of the existing offer for the Camp Property in the event that broker does not procure a qualified bidder, and the Camp Property is sold to buyer; or -- a commission equal to 4 percent of the gross sales price resulting from the sale of the Camp Property by a qualified bidder. Andrew Agee, senior managing director for SVN, assured the court that his firm is a "disinterested person" as defined by the Bankruptcy Code. The firm can be reached through: Andrew Agee SVN AVAT Realty LLC 303 Williams Avenue SW Suite 421 Huntsville, AL 35801 Office: (256) 653-0065 Mobile: (256) 653-0065 Email: andy.agee@svn.com Young Men's Christian Association of Metropolitan Huntsville, Alabama Young Men's Christian Association of Metropolitan Huntsville, Alabama is a non-profit organization that offers programs to support the needs of a growing and diverse communities including child care, health & fitness, teen programs and community programs. Young Men's Christian Association of Metropolitan Huntsville, Alabama filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No, 24-81638) on August 23, 2024, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Jeff Collen as interim chief executive officer. Kevin D. Heard, Esq. at HEARD, ARY & DAURO, LLC represents the Debtor as counsel. ZIP MAILING: Unsecureds Will Get 2% of Claims over 60 Months ------------------------------------------------------------ Zip Mailing Services, Inc., submitted a Fourth Amended and Restated Subchapter V Plan dated September 6, 2024. During the term of this Plan, the Debtor shall pay all available disposable income necessary for the performance of the Plan, which disposable income shall be from revenues. The Bankruptcy Code provides, among other things, that if the Plan is approved on a consensual basis, the Debtor shall make distributions provided for in the Plan. In the event the Plan is approved on a non-consensual basis, however, the Bankruptcy Code requires that, unless otherwise provided in the Plan or order of the Bankruptcy Court, the Subchapter V Trustee shall make disbursements under the Plan. Because disbursements by the Subchapter V Trustee (or other third party) increase the administrative costs under or in connection with the Plan, the Debtor intends to seek approval of the Bankruptcy Court to self disburse distributions to holders of allowed claims, whether confirmed on a consensual or non-consensual basis. To the extent the Bankruptcy Court requires the Subchapter V Trustee disburse distributions under the Plan, distributions to holders of Class 6 claims could be reduced, at least minimally, on account of estimated administrative costs. Further, in the event the Court directs the Subchapter V Trustee to make distributions to holders of allowed claims, holders of allowed claims must provide the Subchapter V Trustee a W-9 form before such distributions commence. The value of the property to be distributed under the Plan during the term of the Plan is not less than the Debtor's projected disposable income for that same period. Unsecured creditors holding allowed general unsecured claims will receive distributions equal to two percent of their allowed general unsecured claims. The Plan also provides for the payment of secured, administrative, and priority claims, in accordance with the Bankruptcy Code. Class 6 consists of Allowed General Unsecured Claims. In full and complete satisfaction, discharge and release of Class 6 Claims, the Debtor shall pay holders of allowed Class 6 claims, without interest, their pro-rata share of all projected disposable income of the Debtor in quarterly distributions during the term of this 60-month Plan, beginning on the Effective Date, and continuing for a total of twenty consecutive quarters thereafter. Holders of allowed Class 6 claims shall receive prorate distributions in an amount equal to two percent of allowed Class 6 claims. Any unused funds allocated to the administrative reserve will be reallocated to holders of Class 6 Claims. Class 6 is Impaired and is entitled to vote in favor of or against the Plan. Class 7 consists of Allowed Equity Interests. Darrell Jackson, Jr is the sole Holder of the Equity Interests in the Debtor. On the Effective Date, the legal, equitable and contractual rights of the Holder of the Interests in the Debtor shall remain unaltered. Class 7 is Unimpaired. As a result, pursuant to Section 1126(f) of the Bankruptcy Code, the Holder of the Class 7 Interest is conclusively deemed to have accepted the Plan and, therefore, is not entitled to vote to accept or reject the Plan. A full-text copy of the Fourth Amended and Restated Plan dated September 6, 2024 is available at https://urlcurt.com/u?l=kbmHTW from PacerMonitor.com at no charge. Attorneys for the Debtor: Christopher L. Hamlin, Esq. McNamee Hosea, PA 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Telephone: (301) 441-2420 Facsimile: (301) 982-9450 Email: chamlin@mhlawyers.com About Zip Mailing Services Zip Mailing Services, Inc., operates a commercial mailing service out of Landover, Maryland. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-13736) on May 26, 2023. In the petition signed by Darryl Jackson, Jr., its president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Maria Elena Chavez-Ruark oversees the case. Christopher L. Hamlin, Esq., at McNamee Hosea, P.A., is the Debtor's legal counsel. [*] 2024 Distressed Investing Conference Agenda ----------------------------------------------- Registration is ongoing for the 31st Annual Distressed Investing Conference, presented by Beard Group, Inc., scheduled for Wed., Dec. 4, 2024 at The Harmonie Club in New York City. This year's event will kick off with opening remarks from conference co-chairs, Joshua A. Sussberg, Partner at Kirkland & Ellis LLP, and Harold L. Kaplan, Partner at Foley & Lardner LLP, to be followed by the Annual Year In Review by Steve Gidumal, President and Managing Partner of Virtus Capital, LP. David Griffiths, Partner at Weil, Gotshal & Manges LLP, will lead a roundtable discussion on the Health of the Restructuring Industry; and David Hillman, Partner at Proskauer Rose LLP, will head a panel discussion on Private Credit Restructuring. Hillman will be joined by Kevin O'Neill, Director at KKR; Austin Witt, Partner at Kirkland & Ellis; and Michele Kovatchis, Senior Managing Director at Antares Capital. The event also features a pair of sessions on Liability Management. Join Damian Schaible, Partner at Davis Polk & Wardwell LLP; John Sobolewski, Partner at Wachtell, Lipton, Rosen & Katz; and David M. Nemecek, Partner at Kirkland & Ellis for "Liability Management: Structuring From Creditor On Creditor Violence To Cooperation." Mark Hebbeln, Partner at Foley & Lardner LLP as Moderator; Lorenzo Marinuzzi, Partner at Morrison & Foerster LLP; and Zachary Rosenbaum at Kobre & Kim will handle "Liability Management: Bankruptcy Litigation - Go Wesco Young Man." Will We Ever Go Shopping/Officing Again? The afternoon's slate will start with a discussion on the state of Retail and Commercial Real Estate to be led by Hilco Global's Co-Chief Commercial Officer, Benjamin L. Nortman. He will be joined by Dan O'Brien, Executive Vice President & Partner at Hilco Real Estate; Tim Hynes, Global Head of Credit Research at Debtwire, an ION Analytics Company; Jeffrey Stein, Managing Partner at Stein Advisors; and Seth Laughlin, Managing Director, Market Analytics at Green Street. Kirkland's Joshua A. Sussberg will follow with "Where Do We Go From Here? The Return Of Capital R Restructurings?" Stephanie Wickouski, Partner at Locke Lord LLP, will moderate "Top Considerations For A Board Before And During A Bankruptcy: What Investors Need To Know About What Happens In The Boardroom." She will be joined by Michelle Dreyer, Managing Director at CSC Global Financial Markets; Chelsea A. Grayson, Managing Director at Pivot Group, and Board Member at both Xponential Fitness and Beyond Meat; and Matthew R. Brooks, Partner at Troutman Pepper. This will be followed by "Recognition, Releases And Torts In A Cross-Border World" to be led by Evan Hill, Partner at Skadden, Arps, Slate, Meagher & Flom LLP as Moderator; the Hon. Robert Drain (RET.), Of Counsel, Corporate Restructuring at Skadden; the Hon. Lisa Beckerman, United States Bankruptcy Judge for the Southern District of New York; and Timothy Graulich, Partner at Davis Polk & Wardwell LLP. Virtus' Steve Gidumal will cap the day's events with Investor's Roundtable. He will be joined by Gary Hindes, President & Portfolio Manager at The Delaware Bay Company LLC; Matt Dundon, CEO and President of Dundon Advisers, LLC; Richard Fels, Sr. Managing Director at Odeon Capital Group; and Ken Grossman, President and Portfolio Manager at Juris Partners. The conference also features two side events: The Harvey R. Miller Annual Awards Luncheon and the Networking Reception and Awards Honoring Outstanding Young Restructuring Lawyers in the evening. Jamie Sprayragen, Vice Chairman of Hilco Global, will be presented this year's Harvey R. Miller Outstanding Achievement Award for Service to the Restructuring Industry. Catch his live interview during the luncheon, to be conducted by Henny Sender, Managing Director of BlackRock. The 2024 Turnarounds & Workouts Outstanding Young Restructuring Lawyers are: BENJAMIN S. ARFA, Wachtell, Lipton, Rosen & Katz KATE DOORLEY, Akin Gump Strauss Hauer & Feld LLP JEREMY D. EVANS, Paul Hastings LLP RAFF FERRAIOLI, Morrison Foerster LLP BRANDON HAMMER, Cleary Gottlieb Steen & Hamilton LLP EVAN A. HILL, Skadden, Arps, Slate, Meagher & Flom LLP FLORA INNES, Latham & Watkins LLP CHRISTIAN JENSEN, Sullivan & Cromwell LLP LAUREN REICHARDT, Cooley LLP DAVID SCHIFF, Davis Polk & Wardwell LLP LUKE SIZEMORE, Reed Smith APARNA YENAMANDRA, Kirkland & Ellis, LLP This year's event is being sponsored by: * Kirkland & Ellis, LLP, as conference co-chair; * Foley & Lardner LLP, as conference co-chair; * Davis Polk & Wardwell LLP; * Hilco Global; * Locke Lord LLP; * Morrison & Foerster LLP; * Proskauer Rose LLP; * Skadden, Arps, Slate, Meagher & Flom LLP; * Wachtell, Lipton, Rosen & Katz; and * Weil, Gotshal & Manges LLP This year's Patron Sponsors: * Katten Muchin Rosenman LLP; and * Kobre & Kim The Supporting Sponsors: * C Street Advisory Group; * Development Specialists, Inc.; * Paul Hastings; * RJReuter; * SSG Capital Advisors; and * Stein Advisors LLC This year's Media Partners: * BankruptcyData; * CreditSights; * Debtwire; * Pari Passu; * Reorg; and * WSJ Pro Bankruptcy This year's Knowledge Partner: * Creditor Rights Coalition Kindly visit https://www.distressedinvestingconference.com/ for more information. Contact Will Etchison, Conference Producer, at Tel: 305-707-7493 or will@beardgroup.com for sponsorship opportunities. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re DAAS Group, LLC Bankr. E.D. Cal. Case No. 24-24521 Chapter 11 Petition filed October 8, 2024 See https://www.pacermonitor.com/view/MSIKUVI/DAAS_Group_LLC__caebke-24-24521__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Renzo Enrrico Campanella and Susana Campanella Bankr. S.D. Fla. Case No. 24-20445 Chapter 11 Petition filed October 8, 2024 represented by: Chad Van Horn, Esq. In re Bunny's Lounge, LLC Bankr. E.D. La. Case No. 24-11957 Chapter 11 Petition filed October 8, 2024 See https://www.pacermonitor.com/view/IC5536I/Bunnys_Lounge_LLC__laebke-24-11957__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas H. Gray, Esq. THOMAS H. GRAY E-mail: thg.thglaw@gmail.com In re Maria Fabbro Bankr. E.D.N.Y. Case No. 24-44181 Chapter 11 Petition filed October 8, 2024 represented by: Ronald Weiss, Esq. In re King Asset Management Corp Bankr. E.D.N.Y. Case No. 24-73854 Chapter 11 Petition filed October 8, 2024 See https://www.pacermonitor.com/view/7PVSAGI/King_Asset_Management_Corp__nyebke-24-73854__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re New Horizon RE LLC Bankr. N.D.N.Y. Case No. 24-60800 Chapter 11 Petition filed October 7, 2024 See https://www.pacermonitor.com/view/XO7T6AA/New_Horizon_RE_LLC__nynbke-24-60800__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Three Seas Atlanta, LLC Bankr. W.D.N.C. Case No. 24-30881 Chapter 11 Petition filed October 8, 2024 See https://www.pacermonitor.com/view/WB5MVZA/Three_Seas_Atlanta_LLC__ncwbke-24-30881__0001.0.pdf?mcid=tGE4TAMA represented by: John C. Woodman, Esq. ESSEX RICHARDS PA E-mail: jwoodman@essexrichards.com In re Four Seas Mobile Catering, LLC Bankr. W.D.N.C. Case No. 24-30880 Chapter 11 Petition filed October 8, 2024 See https://www.pacermonitor.com/view/RJJT63Y/Four_Seas_Mobile_Catering_LLC__ncwbke-24-30880__0001.0.pdf?mcid=tGE4TAMA represented by: John C. Woodman, Esq. ESSEX RICHARDS PA E-mail: jwoodman@essexrichards.com In re Sally Elizabeth Mitchell Bankr. C.D. Cal. Case No. 24-11712 Chapter 11 Petition filed October 9, 2024 represented by: Anthony Egbase, Esq. In re Valley Investments - Redwoods LLC Bankr. E.D. Cal. Case No. 24-24534 Chapter 11 Petition filed October 9, 2024 See https://www.pacermonitor.com/view/ULRHN7I/Valley_Investments_-_Redwoods__caebke-24-24534__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Valley Investments - Sycamore LLC Bankr. E.D. Cal. Case No. 24-12914 Chapter 11 Petition filed October 9, 2024 See https://www.pacermonitor.com/view/G6HFEDA/Valley_Investments_-_Sycamore__caebke-24-12914__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Sovirish Corporation Bankr. N.D. Cal. Case No. 24-51532 Chapter 11 Petition filed October 9, 2024 See https://www.pacermonitor.com/view/G6UPP3Y/Sovirish_Corporation__canbke-24-51532__0001.0.pdf?mcid=tGE4TAMA represented by: Ryan C. Wood, Esq. LAW OFFICES OF RYAN C. WOOD, INC. E-mail: Ryan@westcoastbk.com In re Patrick J. Koentges Bankr. D. Colo. Case No. 24-16008 Chapter 11 Petition filed October 9, 2024 represented by: Jeffrey Weinman, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR P.C. In re Unimode Woodworking, Inc. Bankr. N.D. Ill. Case No. 24-15017 Chapter 11 Petition filed October 9, 2024 See https://www.pacermonitor.com/view/UO7THBQ/Unimode_Woodworking_Inc__ilnbke-24-15017__0001.0.pdf?mcid=tGE4TAMA represented by: David Freydin, Esq. LAW OFFICES OF DAVID FREYDIN E-mail: david.freydin@freydinlaw.com In re AA Unique Homes NJ LLC Bankr. D.N.J. Case No. 24-20000 Chapter 11 Petition filed October 9, 2024 See https://www.pacermonitor.com/view/YQPAT5Q/AA_UNIQUE_HOMES_NJ_LLC__njbke-24-20000__0001.0.pdf?mcid=tGE4TAMA represented by: Bruce W. Radowitz, Esq. BRYCE W. RADOWITZ, ESQ. PA E-mail: bradowitz@comcast.net In re Pina Management LLC Bankr. D.N.J. Case No. 24-19990 Chapter 11 Petition filed October 9, 2024 See https://www.pacermonitor.com/view/VA3SNJA/Pina_Management_LLC__njbke-24-19990__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re IJY Realty 18 LLC Bankr. E.D.N.Y. Case No. 24-44203 Chapter 11 Petition filed October 9, 2024 See https://www.pacermonitor.com/view/4DWLCZY/IJY_Realty_18_LLC__nyebke-24-44203__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 297 E 98 St LLC Bankr. E.D.N.Y. Case No. 24-44206 Chapter 11 Petition filed October 9, 2024 See https://www.pacermonitor.com/view/4MQHD2I/297_E_98_St_LLC__nyebke-24-44206__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 7 Rensselaer Drive LLC Bankr. S.D.N.Y. Case No. 24-22869 Chapter 11 Petition filed October 9, 2024 See https://www.pacermonitor.com/view/P7CMFCA/7_Rensselaer_Drive_LLC__nysbke-24-22869__0001.0.pdf?mcid=tGE4TAMA represented by: Yecheskel Menashe, Esq. MENASHE & LAPA LLP E-mail: office@melalaw.com In re Elliot Harry Herskowitz Bankr. S.D.N.Y. Case No. 24-11764 Chapter 11 Petition filed October 9, 2024 represented by: James Shenwick, Esq. In re Julio A Salazar, Jr. Bankr. S.D.N.Y. Case No. 24-22868 Chapter 11 Petition filed October 9, 2024 represented by: Anne Penachio, Esq. In re Cory Gayer Bankr. W.D. Ark. Case No. 24-71683 Chapter 11 Petition filed October 10, 2024 represented by: Stanley Bond, Esq. In re Patricia Elaine Anderson Hooper Bankr. C.D. Cal. Case No. 24-12580 Chapter 11 Petition filed October 10, 2024 In re Brian Ray Lombardino Bankr. N.D. Fla. Case No. 24-40413 Chapter 11 Petition filed October 10, 2024 represented by: Byron Wright, Esq. In re Loukya Inc. Bankr. D.N.J. Case No. 24-20055 Chapter 11 Petition filed October 10, 2024 See https://www.pacermonitor.com/view/DVC3OFY/LOUKYA_INC__njbke-24-20055__0001.0.pdf?mcid=tGE4TAMA represented by: Manu Rajvanshi, Esq. JUSTICE ON TIME LLC E-mail: manu@justiceontime.com In re 239 Route 206, LLC Bankr. D.N.J. Case No. 24-20049 Chapter 11 Petition filed October 10, 2024 See https://www.pacermonitor.com/view/CPGP4ZA/239_Route_206_LLC__njbke-24-20049__0001.0.pdf?mcid=tGE4TAMA represented by: Melinda D. Middlebrooks, Esq. MIDDLEBROOKS SHAPIRO, P.C. E-mail: middlebrooks@middlebrooksshapiro.com In re Leonid Krivoruk Bankr. E.D.N.Y. Case No. 24-44219 Chapter 11 Petition filed October 10, 2024 represented by: Alla Kachan, Esq. In re Kyle Chandanais, LLC Bankr. M.D. Tenn. Case No. 24-03914 Chapter 11 Petition filed October 10, 2024 See https://www.pacermonitor.com/view/CQTBPIA/Kyle_Chandanais_LLC__tnmbke-24-03914__0001.0.pdf?mcid=tGE4TAMA represented by: Gray Waldron, Esq. DUNHAM HILDEBRAND PAYNE WALDRON, PLLC E-mail: gray@dhnashville.com In re Flint Miles Boyce Bankr. W.D. Ark. Case No. 24-71695 Chapter 11 Petition filed October 11, 2024 represented by: Stanley Bond, Esq. In re Peter Osigbemeh Okenyi Bankr. N.D. Ga. Case No. 24-60870 Chapter 11 Petition filed October 11, 2024 represented by: Brad Fallon, Esq. In re Kimberly Jo Michaelis Bankr. D. Nev. Case No. 24-15315 Chapter 11 Petition filed October 11, 2024 In re 26 Pulaski Management Corp Bankr. E.D.N.Y. Case No. 24-44235 Chapter 11 Petition filed October 11, 2024 See https://www.pacermonitor.com/view/H3Y7NDY/26_Pulaski_Management_Corp__nyebke-24-44235__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Adventure NY Corp Bankr. E.D.N.Y. Case No. 24-73903 Chapter 11 Petition filed October 11, 2024 See https://www.pacermonitor.com/view/IVPJFFA/Adventure_NY_Corp__nyebke-24-73903__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Antioch Christian Center Church Inc. Bankr. N.D. Tex. Case No. 24-43698 Chapter 11 Petition filed October 11, 2024 See https://www.pacermonitor.com/view/JAZYF6I/Antioch_Christian_Center_Church__txnbke-24-43698__0001.0.pdf?mcid=tGE4TAMA represented by: Robert T DeMarco, Esq. DEMARCO MITCHELL, PLLC E-mail: robert@demarcomitchell.com In re Eric J Hoffman and Cheryl A Hoffman Bankr. E.D. Wisc. Case No. 24-25416 Chapter 11 Petition filed October 11, 2024 represented by: Nicholas Kerkman, Esq. KERKMAN & DUNN In re J-H Expediting Services, LLC Bankr. E.D. Wisc. Case No. 24-25439 Chapter 11 Petition filed October 12, 2024 See https://www.pacermonitor.com/view/5TIU5EI/J-H_Expediting_Services_LLC__wiebke-24-25439__0001.0.pdf?mcid=tGE4TAMA represented by: John W. Menn, Esq. SWANSON SWEET LLP E-mail: jmenn@swansonsweet.com In re Perfections Inc., of Boca Bankr. S.D. Fla. Case No. 24-20614 Chapter 11 Petition filed October 14, 2024 See https://www.pacermonitor.com/view/OCWJAVQ/Perfections_Inc_of_Boca__flsbke-24-20614__0001.0.pdf?mcid=tGE4TAMA represented by: Nicholas Rossoletti, Esq. RON S. BILU PA E-mail: rbilu@bilulaw.com In re Onontio Landscaping Inc Bankr. N.D.N.Y. Case No. 24-60824 Chapter 11 Petition filed October 14, 2024 See https://www.pacermonitor.com/view/SGXIODQ/Onontio_Landscaping_Inc__nynbke-24-60824__0001.0.pdf?mcid=tGE4TAMA represented by: Peter A. Orville, Esq. ORVILLE & MCDONALD LAW, P.C. In re Dr. Power Washers, Inc. Bankr. E.D. Tex. Case No. 24-60627 Chapter 11 Petition filed October 14, 2024 See https://www.pacermonitor.com/view/GPSWMTQ/Dr_Power_Washers_Inc__txebke-24-60627__0001.0.pdf?mcid=tGE4TAMA represented by: Gordon Mosley, Esq. GORDON MOSLEY E-mail: gmosley@suddenlinkmail.com In re Axeshack LLC Bankr. W.D. Tex. Case No. 24-52039 Chapter 11 Petition filed October 14, 2024 See https://www.pacermonitor.com/view/5OYB7UQ/Axeshack_LLC__txwbke-24-52039__0001.0.pdf?mcid=tGE4TAMA represented by: Morris E. "Trey" White, III, Esq. VILLA & WHITE LLP E-mail: treywhite@villawhite.com In re My Sisters Keeper Personal Care and Staffing, LLC Bankr. W.D. Pa. Case No. 24-22526 Chapter 11 Petition filed October 15, 2024 See https://www.pacermonitor.com/view/JLZOPAQ/My_Sisters_Keeper_Personal_Care__pawbke-24-22526__0001.0.pdf?mcid=tGE4TAMA represented by: David Z. Valencik, Esq. CALAIARO VALENCIK E-mail: dvalencik@c-vlaw.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***