/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241022.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 22, 2024, Vol. 28, No. 295 Headlines 17701-05 VENTURA: Hires RHM Law LLP as General Bankruptcy Counsel 1818 OGDEN SUMMIT: Seeks to Tap Michael Berger as Legal Counsel 26 BOWERY LLC: Property Sale Proceeds to Fund Plan 3422 W. CLARENDON: Starts Subchapter V Bankruptcy Process 506 ROUTE 17: Unsecureds to Get Share of Income for 2 Years 51 SYCAMORE: Case Summary & One Unsecured Creditor 68700 DINAH SHORE: Sec. 341(a) Meeting of Creditors on Nov. 13 ACTIVE LIFE: Claims to be Paid From Available Cash and Income ADVANCED DOMINO: Hits Chapter 11 Bankruptcy Protection AFFORDABLE LOGISTICS: Hires LIC Accountants as Accountant AFRIN TRANSPORT: John-Patrick Fritz Named Subchapter V Trustee AMERICAN TRADERS: Files for Chapter 11 Bankruptcy ARCHDIOCESE OF LOS ANGELES: Has $880M Child Sex Abuse Settlement ARRAKIS LLC: Seeks to Hire Goldblum Sablowsky as Special Counsel ASHFORD HOSPITALITY: Declares Preferred Dividends for Fiscal Q4 ASHFORD HOSPITALITY: Reports Q3 2024 Occupancy and RevPAR Results ATLAS LITHIUM: Antonis Palikrousis Holds 3.25% Stake as of Oct. 3 AVRICORE HEALTH: Grants Stock Options to Staff B&D DEVELOPMENT: Unsecureds to be Paid in Full in Sale Plan BACKYARD ENVIRONMENTS: Begins Subchapter V Bankruptcy Process BAKER EQUITY: Files for Chapter 11 Bankruptcy BARROW SHAVER: Chamberlain Represents Ad Hoc Group BELA FLOR NURSERIES: Affiliate to Sell Harrisonville, MO Property BEN'S CREEK: Gets Court Nod to Use Cash Collateral BENITA ND: Unsecured Creditors Will Get 1% of Claims BERRY CORP: BlackRock Holds 10.2% Equity Stake BERRY CORP: Hotchkis and Wiley Capital Holds 4.33% Stake BEVERLY COMMUNITY: Committee Hires Triple P as Investment Banker BIG LOTS: Bid Protections in $760M Sale Face Objection from UST BIG LOTS: Closes Westerville Location, 55 Additional Stores BIG LOTS: Hires Deloitte & Touche LLP as Independent Auditor BLUEBIRD BIO: Falls Short of Nasdaq's Minimum Bid Price Requirement BURGERFI INTERNATIONAL: Taps Raines Feldman Littrell as Attorney CAFARO CREATIONS: Unsecureds to Get $500 per Month for 36 Months CAIDLAKE TRANSPORT: Seeks to Tap Matthew Johnson as Co-Counsel CAPROCK MILLING: Seeks to Sell Agricultural Equipment at Auction CL CRESSLER: Seeks to Hire Mckonly & Asbury as Accountant CLOVER HOLDINGS 2: S&P Assigns 'B' ICR, Outlook Stable COAT CHECK: Seeks to Hire Don Smock Auction as Broker & Auctioneer COMPASS POWER: S&P Assigns 'BB-' Rating on $600.2MM Term Loan B CONNEXA SPORTS: Signs $19MM License Deal With Eternity Technology CUSTOMIZED CLEANING: Seeks to Tap Strobl PLLC as Bankruptcy Counsel CUT & FILL: Hires Accounting Freedom Ltd as Accountant CUT & FILL: Hires Law Office of David R. Herzog LLC as Attorney D.I.P. FOUNDATION: Jerrett McConnell Named Subchapter V Trustee DAB CONSTRUCTORS: Withdraws $3.9 Million COVID Relief Lawsuit DCS JANITORIAL: Unsecured Creditors Will Get 100% of Claims in Plan DIAMOND SPORTS: Asks Court Okay to Rebrand from Bally Sports DILLON'S MACHINE: Christine Brimm Named Subchapter V Trustee DMD CUSTOM: Court Approves Continued Use of Cash Collateral DNT PROPERTY: Hires Raines Feldman Littrell LLP as Counsel DURHAM HOMES: Hires Beighley Myrick Udell Lynne as Attorney EATSTREET INC: Sec. 341(a) Meeting of Creditors on Nov. 12 ECI PHARMACEUTICALS: Seeks to Hire Moecker Auction as Auctioneer EDGIO INC: Court Approves Millbank as Bankruptcy Counsel EDGIO INC: Hires PWC US Tax as Tax Services Provider EDGIO INC: Seeks to Hire PwC US Business as Accounting Advisor ELECTROCORE INC: CFO Joshua Lev Holds 16,333 Common Shares ELEVENONE INC: Fine-Tunes Subchapter V Plan EMMAUS LIFE: Jon Kuwahara Named Board Member After CCO's Exit ENVIVA INC: Amends Joint Chapter 11 Plan of Reorganization ETIENNE ESTATES: Taps Goldberg Weprin Finkel Goldstein as Counsel FINEST COACHBUILDING: Files for Chapter 11 Bankruptcy FORGE FLIGHTWORKS: Gets Interim OK to Use Cash Collateral FREE SPEECH: Trustee Wants to Sell Jones' Social Media Accounts FREIGHT MASTERS: Seeks Bankruptcy Protection in California FTX TRADING: Ex Engineering Chief Wants to be Spared from Prison FUNDIMENSION LLC: Hires Van Horn Law Group as Counsel FUTURE LEGENDS 5: Seeks Bankruptcy Protection in Nevada G-FORCE POWERSPORTS: Starts Subchapter V Bankruptcy Process GENEVA REPAIR: Gets Interim OK to Use Cash Collateral GIMEXTECH COMPANY: Taps Financial Relief Legal Advocates as Counsel GOLDWIN REALTY: Tarek Kiem of Kiem Law Named Subchapter V Trustee GOOD CHOICE: Seeks to Hire Bruner Wright as Bankruptcy Counsel GOPHER RESOURCE: S&P Raises ICR to 'B-' on Debt Refinancing GREEN OUTDOOR SERVICES: Sec. 341(a) Meeting of Creditors on Nov. 18 GRIFFIN RESOURCES: Hires Clifford & Brown as Special Counsel GRITSTONE BIO: In Negotiations for Bankruptcy Plan Sponsor GROUP RESOURCES: U.S. Trustee Unable to Appoint Committee GUARDIAN HEALTHCARE: Court Okays Titusville Healthcare New Operator GUNNISON VALLEY: Gets OK to Hire Charles A. Peterson as Appraiser HAMMOCK COMMUNITIES: Starts Subchapter V Bankruptcy Process HAOB HORIZONTAL: Hires VIP Accounting & Business as Accountant HARVEY LANDHOLDINGS: Todd Hennings Named Subchapter V Trustee HIS MAJESTY'S WORK: Unsecureds to Split $5K via Quarterly Payments HISTOGEN INC: Proposes Technical Revisions to Subchapter V Plan HISTORIC TIMBER: Gets Court OK to Use Cash Collateral Until Nov. 15 HURRICANE CREEK: Unsecureds to Get 17 Cents on Dollar in 36 Months ILLINOIS HOUSING: S&P Affirms 'BB' Rating on 2005 Revenue Bonds ILUMIVU INC: Hires Moon Wright & Houston as Bankruptcy Counsel INMAR INC: Fitch Assigns 'B+' First-Time LT IDR, Outlook Stable INMAR INC: Moody's Rates New Secured First Lien Bank Loans 'B3' IRECERTIFY LLC: Hires Pearson Butler LLC as Legal Counsel JANE STREET: Fitch Assigns 'BB+(EXP)' Rating on $1BB Secured Notes JD WIDEMAN: Jonathan Dickey Named Subchapter V Trustee JJ ARCH: Court Dismisses Chapter 11 Bankruptcy Case JORDAN HEALTH: Hires Livingstone Partners as Investment Banker JORDAN HEALTH: Seeks to Hire Polsinelli as Bankruptcy Counsel JORDAN HEALTH: Seeks to Hire Riveron as Restructuring Advisor KINDERCARE LEARNING: S&P Assigns 'B+' ICR Following IPO Closing KING WASH: Seeks Approval to Hire Bedi Legal P.C. as Attorney KROWNED KRYSTALS: Greta Brouphy Named Subchapter V Trustee LADON GERMONI: Hires Tydings & Rosenberg LLP as Attorney LASER INNOVATIONS: Kicks Off Subchapter V Bankruptcy Proceeding LEARNINGSEL LLC: Lane & Nach Files Rule 2019 Statement LEFT TURN: Court Confirms Chapter 11 Plan of Liquidation LINDSEY HEATING: Fine-Tunes Subchapter V Plan LL FLOORING: Hires Young Conaway Stargatt & Taylor as Co-Counsel LNB-001-13 LLC: Hires Law Firm of Joel M. Aresty P.A. as Attorney LUCID GROUP: Announces Public Offering of Common Stock LUMEN TECHNOLOGIES: Issues $438.3M Secured Notes in Exchange Offers M & M FARMS: Hires Law firm of Calaiaro Valencik as Counsel MAGIPORT GROUP: Gets Interim Approval to Use Cash Collateral MARKETING ANALYSTS: Hires Campbell Law Firm P.A. as Counsel MBMG HOLDING: Seeks to Hire Oppenheimer & Co. as Investment Banker MERCURY INVESTMENTS: Hires RHM Law LLP as Bankruptcy Counsel METRO GLASS: Seeks Bankruptcy Protection MEXICAN MANUFACTURERS: Gets Interim OK to Use Cash Collateral MICHIGAN PAIN: Creditors to Get Proceeds From Liquidation MICHIGAN PAIN: Hires Miedema Appraisals as Appraiser MICHIGAN PAIN: Hires Varnum LLP as Special Counsel MIDWEST CHRISTIAN: To Sell Carmi Clinic to SB Properties MOUNTAINS OF SABER: Seeks to Hire Bronson Law Offices as Counsel MOZART CAFE: Hires Law Offices of Alla Kachan P.C. as Counsel NANCY GAINES: Hires Winsor Law Group PLC as Attorney NEVADA COPPER: Jim Menesini Steps Down as Committee Member NORTH MISSISSIPPI: Hires Fletcher Heald & Hildreth as Counsel NOSTRUM LABORATORIES: Gets Interim OK to Use Cash Collateral OCEAN POWER: Receives $1.1 Million From NJEDA 2024 NOL Program ODI OLDCO: Hires Diane Frieders-White as Consultant OUR WICKED: Seeks to Hire John Lehr P.C. as Counsel P&L DEVELOPMENT: S&P Upgrades ICR to 'CCC+' on Debt Exchange PACES WEST: Gary Murphey of Resurgence Named Subchapter V Trustee PATRIOT TRANSPORT: Hires Gutnicki LLP as Legal Counsel PHOENIX ENERGY: Sec. 341(a) Meeting of Creditors on Nov. 12 PHYSICIAN PARTNERS: S&P Downgrades ICR to 'CCC+', Outlook Negative PINEAPPLE ENERGY: To Seek Hearing After Nasdaq Deficiency Letter PINNACLE FOODS: Loses Bid to Assume Popeyes Franchise Agreements PIONEER PROJECTS 87 LLC: Seeks Bankruptcy Protection in New York RED RIVER: Talc Settlement Dissenters Accuse J&J of Vote Buying RESIDENTIAL CAPITAL: Underwriters Win Summary Judgment RESTAURANT LIFE: Seeks to Hire Robert F. Reynolds as Counsel RESTORATION HARDWARE: S&P Alters Outlook to Neg., Affirms 'B+' ICR RIVER SUB: Seeks to Hire Neriman Guven PLLC as Accountant ROCKY MOUNTAIN: Inks $6-Mil. Credit Facility With RMC RUNNER BUYER: S&P Downgrades ICR to 'CCC' on Weakening Liquidity SC-GA 2018: Hires GGG Partners as Chief Restructuring Officer SC-GA 2018: Hires Scroggins Williamson & Ray P.C. as Attorneys SILVERGATE CAPITAL: Milbank & Potter Advise Preferred Stockholders SMOKIN' DUTCHMAN: Hires Dunn Schoute & Snoap as Counsel SPIKE BODY: Gets Interim OK to Use Cash Collateral Until Oct. 31 SPIRIT AIRLINES: U.S. Global Jets Holds 10.96% Equity Stake SUBSTATION SERVICES: Court OKs Stipulation For Cash Collateral Use SUPERIOR CONTRACT: Taps Mr Schouest of Don Juan Enterprises as CRO TAG FL: Seeks to Sell Laurens, SC Property via Online Auction TITAN CONCRETE: TomJack Wins Auction, Sale Hearing Today TREE LANE: Skylark Appeals to CRO Hiring, Dismissal Bids Tossed TRUE VALUE: Brawls With Lenders Over Chapter 11 Process TRUE VALUE: Wants to Close $153M Deal to Finance Chapter 11 Case TURNKEY SOLUTIONS: Seeks Approval to Tap Makhija CPA as Accountant UNC HEALTH: S&P Lowers 2022A Revenue Bonds to 'BB-', Outlook Neg. US NUCLEAR: Reports $455,426 Net Loss in Fiscal Q2 VICTOR G GARCIA LOPEZ: IRS Loses Bid to Reopen Bankruptcy Case VILLAGE OAKS: Cannot Proceed Under Subchapter V, Court Says VIVAKOR INC: Appoints Russ Shelton as Executive VP and COO VIVAKOR INC: Closes $120 Million Acquisition of Endeavor Entities WALNUT HILLS-GREENVILLE: Trustee Hires Jones Lang as Broker WHEEL PROS: Hires Houlihan Lokey Capital as Investment Banker WHEEL PROS: Hires Pachulski Stang Ziehl & Jones as Co-Counsel WHEEL PROS: Hires Stifel Nicolaus & Co as Investment Banker WHEEL PROS: Hires Stretto Inc as Administrative Advisor WHEEL PROS: Seeks to Hire Cole Schotz PC as Special Counsel WHEEL PROS: Seeks to Hire Kirkland & Ellis as Attorney WHEEL PROS: Seeks to Tap Deloitte Tax LLP as Tax Services Provider WHEEL PROS: Taps Cari Turner of Alvarez & Marsal as CRO WHITE COLUMNS: Court OKs $4.95MM Asset Sale to Evoraa Holdings WHITE VIOLET: Hits Chapter 11 Bankruptcy WIDEOPENWEST FINANCE: S&P Cuts ICR to 'SD' on Debt Restructuring WINDTREE THERAPEUTICS: Raises $1.7 Million Through Stock Sales WISA TECHNOLOGIES: Names Stanley Mbugua as VP of Finance, CAO WORKHORSE GROUP: Raises $3.4MM Via Fifth Additional Note, Warrant WYTHE BERRY: Court Overrules Objection to Mechanic's Lien Claims YOURELO YOUR: Devyap's Third Amended Reorganization Plan Confirmed Z BRAND GROUP INC: Sec. 341(a) Meeting of Creditors on Nov. 19 ZACHRY HOLDINGS: Taps Lazard Freres & Co as Investment Banker [^] Large Companies with Insolvent Balance Sheet ********* 17701-05 VENTURA: Hires RHM Law LLP as General Bankruptcy Counsel ----------------------------------------------------------------- 17701-05 Ventura Boulevard, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ RHM Law LLP as general bankruptcy counsel. The firm will provide these services: a. advice and assistance regarding compliance with the requirements of the United States Trustee ("UST"); b. advice regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors; c. advice regarding cash collateral matters; d. examinations of witnesses, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; e. advice concerning the requirements of the Bankruptcy Code and applicable rules; f. negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; and g. appearances in the Bankruptcy Court on behalf of the Debtor; and to take such other action and to perform such other services as the Debtor may require. The firm will charge the Debtor for its legal services on flat fee basis in accordance with its ordinary and customary rates. RHM Law LLP be paid a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Roksana D. Moradi-Brovia, a partner at RHM Law 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: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RHM LAW LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: roksana@RHMFirm.com About 17701-05 Ventura Boulevard LLC 17701-05 Ventura Boulevard LLC is a limited liability company. 17701-05 Ventura Boulevard LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11500) on September 11, 2024. In the petition filed by Joseph Geoula, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Martin R. Barash handles the case. The Debtor is represented by: Matthew D. Resnik, Esq. RHM LAW LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: roksana@RHMFirm.com 1818 OGDEN SUMMIT: Seeks to Tap Michael Berger as Legal Counsel --------------------------------------------------------------- 1818 Ogden Summit, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger as its legal counsel. The firm will render these services: (a) communicate with creditors of the Debtor; (b) review the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the U.S. Trustee; (e) prepare status reports as required by the Court; (f) respond to any motions filed in the Debtor's bankruptcy proceeding; (g) respond to creditor inquiries; (h) review proofs of claim filed in the Debtor's bankruptcy; (i) object to inappropriate claims; (j) prepare Notices of Automatic Stay in all state court proceedings in which the Debtor is sued during the pendency of its bankruptcy proceedings; and (k) prepare a Chapter 11 Plan of Reorganization for the Debtor. The firm will be paid at these hourly rates: Michael Jay Berger, Attorney $645 Sofya Davtyan, Partner $475 Robert Poteete, Associate Attorney $275 Senior Paralegals/Law Clerks $200 On Sept. 18, 2024, the Debtor paid the firm a retainer of $25,000 and a filing fee of $1,738. ` Mr. Berger disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: Michael.Berger@bankruptcypower.com About 1818 Ogden Summit 1818 Ogden Summit LLC owns a project for a new six-story 90-unit condominium building located at 1814 & 1820 Ogden Drive, Burlingame, CA, valued at $30 million. 1818 Ogden Summit LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18055) on October 1, 2024. In the petition filed by Dongliang Zhang, managing member, the Debtor disclosed total assets of $30,000,046 and total liabilities of $19,184,080. The Honorable Bankruptcy Judge Barry Russell handles the case. The Law Offices of Michael Jay Berger represents the Debtor as legal counsel. 26 BOWERY LLC: Property Sale Proceeds to Fund Plan -------------------------------------------------- 26 Bowery LLC and 2 Bowery Holding, LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement for Joint Plan of Reorganization dated September 10, 2024. 2 Bowery is the owner of the real property and improvements located at 2 Bowery, New York, New York ("2 Bowery Property"). 26 Bowery is the owner of the real property and improvements located at 26 Bowery, New York, New York ("26 Bowery Property"). Both the 26 Bowery Property and 2 Bowery Property are mixed-use commercial properties located in Manhattan's Chinatown neighborhood. On April 26, 2019, the Debtors, as borrowers, executed a mortgage loan agreement ("Senior Loan") in the original principal amount of $8,200,000.00 with Double Bowery Funding LLC ("Double Bowery" or "Senior Lender") in its capacity as lender. Contemporaneously, the Debtors granted Senior Lender a mortgage on the 26 Bowery Property and 2 Bowery Property and security interest in virtually all of the Debtors' personal property and other collateral specified in the security agreement and filed UCC-1. The Debtors are jointly and severally liable with respect to the Senior Loan. The Senior Loan has since matured and is in default. By letter dated March 31, 2022, Mezz Lender informed the Debtors' members that because of continuing defaults under the Senior Loan and Mezz Loan, the Mezz Lender was exercising its rights under the Pledge, including among other things, the right to vote the Debtors' membership interests and to manage the Debtors, including the right to file a chapter 11 case for each entity. Mezz Lender also made a demand for the Debtors' books and records to be delivered to it. The Plan provides for (i) a sale of the 26 Bowery Property to Double Bowery pursuant to a credit bid of $3,750,000 and (ii) a sale of the 2 Bowery Property to a 1 Ludlow Three Points LLC for $5,500,000. Both Double Bowery and 1 Ludlow Three Points are acting as "stalking horses" and the Debtors will seek out higher and better offers for 26 Bowery Property and 2 Bowery Property pursuant to Court approved Bid Procedures. Should the Debtors receive higher and better offers for either the 26 Bowery Property or the 2 Bowery Property, then the Debtors will hold an auction pursuant to the Bid Procedures. Upon the closing of the sale of the 26 Bowery Property and 2 Bowery Property, the 26 Bowery Sale Proceeds and 2 Bowery Sale Proceeds will be distributed to their respective creditors in the order of their statutory priority. Class 3 consists of 26 Bowery General Unsecured Claims. After payment is made in full to holders of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Fee Claims, and Allowed Claims in class 1, on the 26 Bowery Closing Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed General Unsecured Claim agrees to less favorable treatment of such Allowed General Unsecured Claim or has been paid before the Effective Date, each holder of an Allowed General Unsecured Claim in Class 3 shall receive, net of any setoffs allowed under section 7.6 of the Plan, in full and final satisfaction of such Claim, their pro rata share of the remaining Cash (or the Carve-Out) from the 26 Bowery Sale Proceeds, up to the full amount of their Allowed Claim. Class 3 is Impaired. Class 4 consists of 2 Bowery General Unsecured Claims. After payment is made in full to holders of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Fee Claims, and Allowed Claims in classes 1 and 2 on the 2 Bowery Closing Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed General Unsecured Claim agrees to less favorable treatment of such Allowed General Unsecured Claim or has been paid before the Effective Date, each holder of an Allowed General Unsecured Claim in Class 4 shall receive, net of any setoffs allowed under section 7.6 of the Plan, in full and final satisfaction of such Claim, their pro rata share of the remaining Cash (or the Carve-Out) from the 2 Bowery Sale Proceeds, up to the full amount of their Allowed Claim. Class 4 is Impaired. Class 5 consists of Interests in 26 Bowery. On the Effective Date, or as soon thereafter as is reasonably practicable, Interests in 26 Bowery will be cancelled and will not receive any recovery on account of their Interests in 26 Bowery, provided however, if payment is made in full to holders of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Fee Claims and Allowed Claims in classes 1 and 3, Holders of Interests in 26 Bowery shall receive any remaining 26 Bowery Sale Proceeds, net of any setoffs allowed under section 7.6 of the Plan, but in no event will Class 5 receive any portion of the Carve-Out. Class 6 consists of Interests in 2 Bowery. On the Effective Date, or as soon thereafter as is reasonably practicable, Interests in 2 Bowery will be cancelled and will not receive any recovery on account of their Interests in 2 Bowery, provided however, if payment is made in full to holders of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Fee Claims and Allowed Claims in classes 1, 2 and 4, Holders of Interests in 2 Bowery shall receive any remaining 2 Bowery Sale Proceeds, net of any setoffs allowed under section 7.6 of the Plan, but in no event will Class 6 receive any portion of the Carve-Out. The Plan shall be funded by the 26 Bowery Sale Proceeds and 2 Bowery Sale Proceeds, including the Carve-Out, to the extent required by the Plan or Confirmation Order. Creditor distributions not made on the 26 Bowery Closing Date and 2 Bowery Closing Date will be made from the 26 Bowery Sale Proceeds and 2 Bowery Sale Proceeds by the Disbursing Agent in accordance with the terms of the Plan. A full-text copy of the Disclosure Statement dated September 10, 2024 is available at https://urlcurt.com/u?l=YZkrjL from PacerMonitor.com at no charge. 26 Bowery LLC and 2 Bowery Holding, LLC are represented by: Fred B. Ringel, Esq. Clement Yee, Esq. LEECH TISHMAN ROBINSON BROG PLLC One Dag Hammarskjöld Plaza 885 Second Avenue, 3rd Floor New York, New York 10017 Tel. No. 212 603 6300 About 26 Bowery 26 Bowery, LLC is the owner of the real property and improvements located at 26 Bowery, N.Y. The property is a mixed-use commercial property located in Manhattan's Chinatown neighborhood. 26 Bowery and its affiliate, 2 Bowery Holding, LLC, filed their voluntary petitions for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 22-10412 and 22-10413) on March 31, 2022. Both reported as much as $10 million in both assets and liabilities at the time of the filing. Judge Martin Glenn oversees the cases. A. Mitchell Greene, Esq., at Leech Tishman Robinson Brog PLLC serves as the Debtors' legal counsel. 3422 W. CLARENDON: Starts Subchapter V Bankruptcy Process --------------------------------------------------------- 3422 W. Clarendon Ave. LLC filed Chapter 11 protection in the Southern District of Texas. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About 3422 W. Clarendon Ave. LLC 3422 W. Clarendon Ave. LLC, also known as Aurora Quality Buildings, is a limited liability company. 3422 W. Clarendon Ave. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34776) on Oct. 10, 2024. In the petition filed by Ryan Wear, as governor (manager), the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Bennett G. Fisher, Esq. LEWIS BRISBOIS BISGAARD & SMITH 24 Greenway Plaza, Suite 1400 Houston TX 77046 Tel: (346) 241-4095 E-mail: bennett.fisher@lewisbrisbois.com 506 ROUTE 17: Unsecureds to Get Share of Income for 2 Years ----------------------------------------------------------- 506 Route 17 Ramsey, LLC, submitted an Amended Plan of Reorganization dated September 10, 2024. The Debtor proposes to reorganize under chapter 11 of the Bankruptcy Code. Under chapter 11, a Debtor may reorganize or liquidate its business for the benefit of its stakeholders. The primary objective of this Plan is to maximize the value of recoveries to holders of Allowed Claims and generally to distribute all property of the Estate that is or becomes available for distribution in accordance with the priorities established by the Bankruptcy Code. The Debtor believes that the Plan accomplished these objectives and is in the best interest of the Estate. The Plan will pay the full value of allowed secured claims over a 2-year period. Unsecured creditors will receive, if anything, a pro rata portion of the Debtor's disposable income over a 2-year period, subject to the priorities established by the Bankruptcy Code. The Debtor's assets consist primarily of real property located at 506 Route 17 in Ramsey, New Jersey, and receivables and cash from ongoing car wash operations. As of August 30, 2024, the Debtor has approximately $111,620.80 in its Debtor-in-Possession bank account. Class 4 consists of Holders of Allowed General Unsecured Claims. The Debtor estimates that it may owe as much as approximately $325,000 to holders of claims in this Class. In the event of a sale of the Debtor's assets, Allowed Class 4 Claims will receive pro rata distribution of the net proceeds of such sale after satisfaction of the Stabilis Class 3 Claim, subject to the priority scheme of the Bankruptcy Code, until Class 4 Claims are paid in full. In the event of a refinance of the Stabilis Class 3 Claim, Class 4 Claims will receive the net proceeds of such refinance after satisfaction of the Stabilis Claim, subject to the priority scheme of the Bankruptcy Code, until such Class 4 Claims are paid in full. In the event such net proceeds are insufficient to satisfy Class 4 Claims in full, Class 4 Claims will thereafter receive, on a quarterly basis, a pro rata share of the Debtor's disposable income until the earlier of (a) payment in full, or (b) the 5 year anniversary of the effective date. The Plan shall be funded from the future earnings of the Debtor, and also from either a refinancing of the Stabilis Claim or a sale of its assets within 24 months after the effective date. In the event the Debtor defaults in making payments under the Plan, Stabilis shall be entitled to seek the appointment of a custodial receiver with the power to sell the Debtor's assets, and the Debtor shall be deemed to have consented to the appointment of such custodial receiver. A full-text copy of the Amended Plan of Reorganization dated September 10, 2024 is available at https://urlcurt.com/u?l=ScuqsN from PacerMonitor.com at no charge. The Debtor's Counsel: Dougas J. McGill, Esq. WEBBER MCGILL LLC 100 E. Hanover Avenue Suite 401 Cedar Knolls, NJ 07927 Tel: (973) 739-9559 E-mail: dmcgill@webbermcgill.com About 506 Route 17 Ramsey 506 Route 17 Ramsey, LLC, operates a car wash and auto lubrication facility located at 506 Route 17 in Ramsey, New Jersey. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-15167) on May 21, 2024. In the petition signed by Thomas J. Caleca, sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Vincent F. Papalia oversees the case. Dougas J. McGill, Esq., at Webber McGill, LLC, is the Debtor's legal counsel. 51 SYCAMORE: Case Summary & One Unsecured Creditor -------------------------------------------------- Debtor: 51 Sycamore Drive, LLC 24 Wisteria Drive Remsenburg, NY 11960 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: October 21, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-74016 Judge: Hon. Robert E Grossman Debtor's Counsel: Ronald D. Weiss, Esq. RONALD D. WEISS, P.C. 445 Broadhollow Road Suite CL-10 Melville, NY 11747 Tel: (631) 271-3737 Fax: (631) 271-3784 Email: weiss@ny-bankruptcy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael O'Sullivan as president. The Debtor listed Deutsche Bank c/o Logs Legal Group, LLP located at 175 Mile Crossing, Rochester, NY 14624 as its sole unsecured creditor holding a claim of $1.71 million. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZNE4XPI/51_Sycamore_Drive_LLC__nyebke-24-74016__0001.0.pdf?mcid=tGE4TAMA 68700 DINAH SHORE: Sec. 341(a) Meeting of Creditors on Nov. 13 -------------------------------------------------------------- 68700 Dinah Shore Dr. LLC filed Chapter 11 protection in the Eastern District of Texas. According to court documents, the Debtor reports between $100,000 and $500,000 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 13, 2024 at 9:00 a.m. via Telephonic Dial-In Information at https://www.txeb.uscourts.gov/341info. About 68700 Dinah Shore Dr. LLC 68700 Dinah Shore Dr. LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 68700 Dinah Shore Dr. LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-42412) on October 10, 2024. In the petition filed by Louie Comella, as managing director, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $100,000 and $500,000. The Honorable Bankruptcy Judge Brenda T. Rhoades oversees the case. The Debtor is represented by: Robert T DeMarco, Esq. DEMARCO MITCHELL, PLLC N. Central Expressway Suite 500 Plano, TX 75074 Tel: (972) 991-5591 E-mail: robert@demarcomitchell.com ACTIVE LIFE: Claims to be Paid From Available Cash and Income ------------------------------------------------------------- Active Life Integrated Health filed with the U.S. Bankruptcy Court for the District of Nevada a Plan of Reorganization for Small Business dated September 10, 2024. The Debtor, a Nevada corporation, operates a chiropractic practice in Reno, Nevada. To survive the disruptions to its business caused by the COVID-19 pandemic, Debtor incurred two EIDL loans with the U.S. Small Business Administration. Thereafter, to meet the built up post-Covid demand, Debtor expanded its staff in 2022 and increased its overall payroll. The costs related to the increased staff resulted in the Debtor operating at a loss in 2022. However, to cover the increased required expenses of the business during that time, Debtor took out MCA loans with terrible terms. Together, the SBA loans and the MCA loans became unmanageable, which created the need for Debtor to seek formal reorganization relief. The Debtor will fund the Plan by contributing his "Disposable Income" for a period of 60-months. The Plan Proponent's financial projections show Debtor will have projected disposable income for the period of $530.00 per month. The final Plan payment is expected to be paid on November 30, 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations of Debtor's businesses. Non-priority unsecured creditors holding allowed claims in Debtor's case will receive distributions, which the proponent of this Plan has valued at two and one-half cents ($0.025) on the dollar ($1.00). This Plan also provides for the payment of administrative and priority claims. Class 12 consists of Non-Priority General Unsecured Creditors. Each holder of a Class 12 non-priority unsecured Allowed Claim shall receive their pro rata share of Debtor's Disposable Income, after the payment in full of Administrative Claims, through the end of the Plan Term (the "Class 12 Plan Dividend"). Any portion of a Class 12 nonpriority general unsecured claim in excess of the Class 12 Plan Dividend shall be discharged in accordance with Article 9 of this Plan. This Class is impaired. The allowed unsecured claims total $475,632. Equity security holders of Debtor shall retain their interests in the Debtor, but shall receive no disbursement on account of such equity interest during the Plan Term. The Debtor will use its Disposable Income during the Plan Term, cash on hand, and profits from the operation of its business to fund the Plan. Commencing on the Effective Date of this Plan, Debtor's Disposable Income will be disbursed on a monthly basis and first used to fund Debtor's required Plan payments to allowed administrative expense claims and then Class 12 Non-priority general unsecured creditors in the order and manner set forth in Section 7.02 of this Plan. A full-text copy of the Plan of Reorganization dated September 10, 2024 is available at https://urlcurt.com/u?l=K9TdhO from PacerMonitor.com at no charge. Counsel to the Debtor: Kevin A. Darby, Esq. Tricia M. Darby, Esq. Darby Law Practice, Ltd. 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Telephone: (775) 322-1237 Facsimile: (775) 996-7290 Email: kevin@darbylawpractice.com tricia@darbylawpractice.com About Active Life Integrated Active Life Integrated Health operates a chiropractic practice in Reno, Nevada. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50587) on June 12, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Kevin A. Darby, Esq., at Darby Law Practice, Ltd., is the Debtor's bankruptcy counsel. ADVANCED DOMINO: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------ Advanced Domino Inc. filed Chapter 11 protection in the Eastern District of New York. According to court filing, the Debtor reports $1,219,101 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 15, 2024 at 3:00 p.m. in Room Telephonically: Phone 1 (877) 953-2748, Participant Code: 3415538#. About Advanced Domino Inc. Advanced Domino Inc., doing business as Domino Supermarket, is a grocery store in Brooklyn, NY that offers a variety of food and household items for local residents. Advanced Domino Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-44263) on October 15, 2024. In the petition filed by Victoria Salkinder, as CEO, the Debtor reports total assets of $800,667 and total liabilities of $1,219,101. The Honorable Bankruptcy Judge Elizabeth S. Stong handles the case. The Debtor is represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 E-mail: alla@kachanlaw.com AFFORDABLE LOGISTICS: Hires LIC Accountants as Accountant --------------------------------------------------------- Affordable Logistics, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ LIC Accountants & Advisors Inc. as accountant. The firm's services include: a. prepare/review monthly Debtor-in-possession operating reports and statements of cash receipts and disbursements; b. review existing accounting systems and procedures and establish new systems and procedures, if necessary; c. assist the Debtor in the development of a plan of reorganization; d. assist the Debtor in the preparation of a liquidation analysis; e. appear at creditors' committee meetings, 341(a) meetings, and Court hearings, if required; f. assist the Debtor in the preparation of cash flow projections; g. consult with counsel for the Debtor in connection with operating, financial and other business matters related to the ongoing activities of the Debtor; and h. perform such other duties as are normally required of an accountant. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. On August 15, 2024, the Debtor paid a total of $1,175 as a post-petition retainer to the firm. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Karen Jou, CPA, a partner at LIC Accountants & Advisors 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: Karen Jou, CPA LIC Accountants & Advisors Inc 4746 Vernon Blvd Ste 2 Long Island City, NY 11101 About Affordable Logistics Affordable Logistics Inc., doing business as Koski Trucking, is a privately held trucking company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22668) on July 30, 2024, with $725,332 in assets and $2,112,105 in liabilities. Keith Koski, president, signed the petition. Judge Sean H. Lane presides over the case. Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP represents the Debtor as legal counsel. AFRIN TRANSPORT: John-Patrick Fritz Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 16 appointed John-Patrick Fritz as Subchapter V trustee for Afrin Transport, Inc. Mr. Fritz will be paid an hourly fee of $695 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. The compensation for his trustee administrators (Jason Klassi, Linda Riess and Connie Ray) is $300 per hour. Mr. Fritz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: John-Patrick M. Fritz Levene, Neale, Bender, Yoo & Golubchik, L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 About Afrin Transport Afrin Transport, Inc. is a trucking company in Anaheim, Calif., that offers same-day shipping services. It ships freight for a wide variety of businesses throughout Southern California, including warehouse delivery, to and from rail/intermodal delivery and department store delivery. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12497) on October 1, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Mohammad Hussain, chief executive officer, signed the petition. Matthew D. Resnik, Esq., at RHM Law, LLP represents the Debtor as bankruptcy counsel. AMERICAN TRADERS: Files for Chapter 11 Bankruptcy ------------------------------------------------- American Traders Inc. filed Chapter 11 protection in the Eastern District of California. According to court documents, the Debtor reports $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. About American Traders Inc. American Traders Inc., doing business as Modesto Hotel/La Casa Modesto, owns and operates a hotel. American Traders Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No.: 24-90602) on Oct. 11, 2024. In the petition filed by Daljeet S. Mann, as chief financial officer, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Ronald H. Sargis handles the case. The Debtor is represented by: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com ARCHDIOCESE OF LOS ANGELES: Has $880M Child Sex Abuse Settlement ---------------------------------------------------------------- Maia Spoto of Bloomberg Law reports that the Catholic Archdiocese of Los Angeles has reached a preliminary agreement to settle over 1,300 child sexual abuse claims for $880 million, as announced on Wednesday. This marks the largest individual child sex abuse settlement involving a Catholic archdiocese, according to a statement from the law firm Manly Stewart & Finaldi, which represents the victims. The settlement comes amid a wave of child sex abuse complaints that have led several Catholic dioceses across the U.S. to file for bankruptcy. "I am sorry for every one of these incidents, from the bottom of my heart," said L.A. Archbishop José H. Gomez in a Wednesday letter. "My hope is that this settlement will provide some measure of healing for what these men and women have suffered." The settlement will be financed using reserves, investments, and loans, not contributions from church donations, Gomez stated. The cases were brought under California's AB 218, which temporarily removed the statute of limitations for claims involving the sexual abuse of minors. More than 3,000 claims have been filed against Catholic institutions under this law. As a result, the dioceses of Oakland, San Francisco, Sacramento, Santa Rosa, and San Diego have filed for bankruptcy, according to the plaintiffs' news release. The 2022 master complaint filed in California Superior Court, Los Angeles County, alleged intentional infliction of emotional distress, human trafficking, negligence, breach of fiduciary duty, constructive fraud, sexual harassment, fraudulent transfer, sexual battery, sexual assault, gender violence, and child molestation. The case is In the Matter of Southern California Clergy Cases, Cal. Super. Ct., No. 22STCV36886, 10/16/24. About Roman Catholic Archbishop of Los Angeles The Roman Catholic Archbishop of Los Angeles is a California Corporation doing business in Los Angeles, California. ARRAKIS LLC: Seeks to Hire Goldblum Sablowsky as Special Counsel ---------------------------------------------------------------- Arrakis, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Goldblum Sablowsky, LLC as special tax assessment appeal counsel. The firm's services include: (a) represent the Debtor in matters related to the tax assessment matters to resolve and minimize liabilities of its estate; (b) perform legal services for the Debtor with respect to matters related to the tax assessment matters, which may be necessary herein; and (c) provide such other assistance that the Debtor requires to complete the tax assessment appeal. The Debtor and the firm agreed a fee of 50 percent of any aggregate 2022 real estate tax savings resulting from the appeal plus out-of-pocket expenses incurred. Albert Caruso, Esq., an attorney at Goldblum Sablowsky, 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: Albert P. Caruso, Esq. Goldblum Sablowsky, LLC 285 E. Waterfront Dr., Ste. 160 Homestead, PA 15120 Telephone: (412) 464-2230 About Arrakis LLC Arrakis, LLC owns and operates the Comfort Inn & Suites Pittsburgh-Northshore, a 96-room hotel located at 820 East Ohio Street, Pittsburgh, Pa. Arrakis filed Chapter 11 petition (Bankr. W.D. Pa. Case No. 24-22322) on Sept. 20, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor tapped Kirk B. Burkley, Esq., at Bernstein-Burkley, P.C. as bankruptcy counsel and Goldblum Sablowsky, LLC as special tax assessment appeal counsel. ASHFORD HOSPITALITY: Declares Preferred Dividends for Fiscal Q4 --------------------------------------------------------------- Ashford Hospitality Trust, Inc. on October 7, 2024, announced that its Board of Directors declared a dividend of $0.5281 per diluted share for the Company's 8.45% Series D Cumulative Preferred Stock for the fourth quarter ending December 31, 2024. The dividend is payable on January 15, 2025, to stockholders of record as of December 31, 2024. The Board declared a dividend of: * $0.4609 per diluted share for the Company's 7.375% Series F Cumulative Preferred Stock for the fourth quarter ending December 31, 2024. The dividend is payable on January 15, 2025, to stockholders of record as of December 31, 2024. * $0.4609 per diluted share for the Company's 7.375% Series G Cumulative Preferred Stock for the fourth quarter ending December 31, 2024. The dividend is payable on January 15, 2025, to stockholders of record as of December 31, 2024. * $0.46875 per diluted share for the Company's 7.50% Series H Cumulative Preferred Stock for the fourth quarter ending December 31, 2024. The dividend is payable on January 15, 2025, to stockholders of record as of December 31, 2024. * $0.46875 per diluted share for the Company's 7.50% Series I Cumulative Preferred Stock for the fourth quarter ending December 31, 2024. The dividend is payable on January 15, 2025, to stockholders of record as of December 31, 2024. The Board also declared: * a monthly cash dividend for all CUSIPS of the Company's Series J Redeemable Preferred Stock payable as follows: $0.16667 per share will be paid on November 15, 2024 to stockholders of record as of October 31, 2024; $0.16667 per share will be paid on December 16, 2024 to stockholders of record as of November 29, 2024; and $0.16667 per share will be paid on January 15, 2025 to stockholders of record as of December 31, 2024. * a monthly cash dividend for CUSIP 04410D867 of the Company's Series K Redeemable Preferred Stock payable as follows: $0.17500 per share will be paid on November 15, 2024 to stockholders of record as of October 31, 2024; $0.17500 per share will be paid on December 16, 2024 to stockholders of record as of November 29, 2024; and $0.17500 per share will be paid on January 15, 2025 to stockholders of record as of December 31, 2024. * a monthly cash dividend for CUSIPs 04410D792, 04410D727, 04410D651 and 04410D578 of the Company's Series K Redeemable Preferred Stock payable as follows: $0.17292 per share will be paid on November 15, 2024 to stockholders of record as of October 31, 2024; $0.17292 per share will be paid on December 16, 2024 to stockholders of record as of November 29, 2024; and $0.17292 per share will be paid on January 15, 2025 to stockholders of record as of December 31, 2024. * a monthly cash dividend for all remaining CUSIPs of the Company's Series K Redeemable Preferred Stock payable as follows: $0.17083 per share will be paid on November 15, 2024 to stockholders of record as of October 31, 2024; $0.17083 per share will be paid on December 16, 2024 to stockholders of record as of November 29, 2024; and $0.17083 per share will be paid on January 15, 2025 to stockholders of record as of December 31, 2024. As of September 30, 2024, there were 6,158,835 shares of the Company's Series J Redeemable Preferred Stock and 526,708 shares of the Company's Series K Redeemable Preferred Stock issued and outstanding. 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 December 31, 2023, compared to a net loss of $141.06 million for the year ended December 31, 2022. As of December 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 the operating partnership, $79.98 million in Series J Redeemable Preferred Stock ($0.01 par value, 3,475,318 shares issued and outstanding), $4.78 million in Series K Redeemable Preferred Stock ($0.01 par value, 194,193 shares issued and outstanding), 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. ASHFORD HOSPITALITY: Reports Q3 2024 Occupancy and RevPAR Results ----------------------------------------------------------------- Ashford Hospitality Trust, Inc. reported on October 7, 2024, that the Company expects to report Occupancy of approximately 71% for the third quarter of 2024 with Average Daily Rate of approximately $187 resulting in RevPAR of approximately $132. This Comparable RevPAR reflects an approximate decrease of 1.6% compared to the third quarter of 2023. Additionally, for the month of July 2024, Comparable RevPAR increased approximately 0.3% versus July 2023. For the month of August 2024, Comparable RevPAR decreased approximately 2.1% versus August 2023. For the month of September 2024, Comparable RevPAR decreased approximately 3.0% versus September 2023. Further, as previously announced, the Company commenced the offering of its Non-Traded Preferred Equity during the third quarter of 2022. As of September 30, 2024, the Company has 6,158,835 shares of its Series J non-traded preferred stock outstanding and 526,708 shares of its Series K non-traded preferred stock outstanding and has raised approximately $167 million of gross proceeds. 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 December 31, 2023, compared to a net loss of $141.06 million for the year ended December 31, 2022. As of December 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 the operating partnership, $79.98 million in Series J Redeemable Preferred Stock ($0.01 par value, 3,475,318 shares issued and outstanding), $4.78 million in Series K Redeemable Preferred Stock ($0.01 par value, 194,193 shares issued and outstanding), 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. ATLAS LITHIUM: Antonis Palikrousis Holds 3.25% Stake as of Oct. 3 ----------------------------------------------------------------- Antonis Palikrousis disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of October 3, 2024, he beneficially owned 496,223 shares of Atlas Lithium Corporation's common stock, representing 3.25% of the shares outstanding. A full-text copy of Mr. Palikrousis' SEC Report is available at: https://tinyurl.com/tyt7zkwr About Atlas Lithium Headquartered in Minas Gerais, Brazil, Atlas Lithium Corporation -- http://www.atlas-lithium.com-- is a mineral exploration and development company with lithium projects and multiple lithium exploration properties. In addition, the Company owns exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Its current focus is the development from exploration to active mining of its hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known lithium-bearing pegmatitic district, which has been denominated by the government of Minas Gerais as "Lithium Valley." Atlas Lithium reported a net loss of $42.63 million for the 12 months ended Dec. 31, 2023, compared to a net loss of $5.66 million for the 12 months ended Dec. 31, 2022. As of March 31, 2024, the Company had $37.70 million in total assets, $35.10 million in total liabilities, and $2.60 million in total stockholders' equity. Atlas Lithium has historically incurred net operating losses and has not yet generated material revenues from the sale of products or services, according to the Company's Quarterly Report for the three months ended June 30, 2024. As a result, the Company's primary sources of liquidity have been derived through proceeds from the (i) sales of its equity and the equity of one of its subsidiaries, and (ii) issuance of convertible debt. As of June 30, 2024, the Company had cash and cash equivalents of $32,267,730 and working capital of $27,303,255, compared to cash and cash equivalents of $29,549,927 and a working capital of $24,044,931 as of December 31, 2023. The Company believes its cash and cash equivalents will be sufficient to meet its working capital and capital expenditure requirements for a period of at least 12 months from the date of these financial statements. However, the Company's future short- and long-term capital requirements will depend on several factors. To the extent its current resources are insufficient to satisfy its cash requirements, the Company may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than it expects, the Company may be forced to scale back its existing operations and growth plans, which could have an adverse impact on its business and financial prospects and could raise substantial doubt about its ability to continue as a going concern. AVRICORE HEALTH: Grants Stock Options to Staff ---------------------------------------------- AVRICORE HEALTH INC.'s board of directors has approved the granting of stock options exercisable for a total of 3,361,000 common shares to its directors, officers, employees and consultants at an exercise price of CAD $0.29 per common share. All Options were granted pursuant to the Company's stock option plan and are subject to the terms of the applicable grant agreements and the requirements of the TSX Venture Exchange. The options shall vest quarterly commencing on the date of grant. The options expire five years from the date of the grant, subject to the optionees continuing to act as directors, officers, employees or consultants of the Company. About Avricore Health Vancouver, Canada-based Avricore Health Inc. (TSXV: AVCR) is a pharmacy service innovator focused on acquiring and developing early-stage technologies aimed at moving pharmacy forward. Through its flagship offering HealthTab (a wholly owned subsidiary), it provides a turnkey point-of-care testing platform, creating value for stakeholders and better outcomes for patients. Vancouver, Canada-based Manning Elliott LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 29, 2024, citing that the Company has historically experienced operating losses and negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon its ability to generate revenue from its operations and/or raise additional financing to cover ongoing cash requirements. For the year ended December 31, 2023, Avricore Health reported a net loss of C$701,215 on C$3,485,147 of revenue compared to a net loss of C$818,228 on C$1,768,374 of revenue for the same period in 2022. As of December 31, 2023, the Company has C$2,538,205 in total assets, C$529,218 in total liabilities, and C$2,008,987 in total equity. B&D DEVELOPMENT: Unsecureds to be Paid in Full in Sale Plan ----------------------------------------------------------- B&D Development Group LLC filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Plan of Reorganization under Subchapter V dated September 10, 2024. Formed in 2015, B&D Development is a primarily a construction business. The principal office and mailing address for the business is 4255 Kings Lane, Nashville, TN 37218-1006. This is a single-member LLC with Ohmar Braden being the only member and the 100% owner. The business has rehabilitated or enhanced residential real estate for profit since inception. The Debtor had a potential buyer, but the sale of the subject real estate was subject to a foreclosure scheduled to occur before the closing. The Debtor filed the bankruptcy to stop the foreclosure and be able to sell and or restructure the debt. The Debtor's plan would satisfy all claims in full. The Debtor will sell the real estate located at 1706 Scovel Street, Nashville, TN 37208. The proceeds from the sale will be able to pay off the liens against Scovel Street and all the unsecured creditors in full. The Debtor estimates that the completion of the rehab and sell will occur within 90 days. The Debtor will use his personal funds to maintain the mortgage payments to Simons Bank. Non-priority unsecured creditors holding allowed claims will be paid in full estimated at $5,269.08. Class 11 shall consist of all unsecured claims. This class has one creditor, Sherwin Williams for $5,269.08. This unsecured claims shall be paid in full within 120 days of the Confirmation. This Class is impaired. The Debtor's plan would satisfy all claims in full. The Debtor will sell the real estate located at 1706 Scovel Street, Nashville, TN 37208. The proceeds from the sale will be able to pay off the liens against Scovel Street and all the unsecured creditors in full. The Debtor estimates that the completion of the rehab and sell will occur within 90 days. The Debtor will use his personal funds to maintain the mortgage payments to Simons Bank. A full-text copy of the Plan of Reorganization dated September 10, 2024 is available at https://urlcurt.com/u?l=IqGd5J from PacerMonitor.com at no charge. Attorney for the Debtor: Keith D. Slocum, Esq. Slocum Law Mallory Station Road Suite 504 Franklin TN, TN 37067 Tel: (615) 656-3344 Fax: (615) 647-0651 Email: keith@keithslocum.com About B&D Development Group B&D Development Group, LLC, owns three properties in Nashville, Tenn., having a total current value of $1.73 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-02148) on June 12, 2024, with $1,733,025 in assets and $1,452,159 in liabilities. Ohmar Braden, member, signed the petition. Judge Charles M. Walker presides over the case. Keith D. Slocum, Esq., at Slocum Law, is the Debtor's bankruptcy counsel. BACKYARD ENVIRONMENTS: Begins Subchapter V Bankruptcy Process ------------------------------------------------------------- Backyard Environments LLC filed Chapter 11 protection in the Northern District of Texas. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Backyard Environments Backyard Environments LLC sought relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-43689) on Oct. 10, 2024. In the petition filed by Billy Sullivan, 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: Robert T DeMarco, Esq. DEMARCO MITCHELL, PLLC 500 N. Central Expressway Suite 500 Plano, TX 75074 Tel: (972) 991-5591 Email: robert@demarcomitchell.com BAKER EQUITY: Files for Chapter 11 Bankruptcy --------------------------------------------- Baker Equity LLC filed Chapter 11 protection in the Central District of California. According to court filing, the Debtor reports $2,265,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Baker Equity LLC Baker Equity LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of the real property located at 268 S. Almont Drive, Beverly Hills, CA 90211 valued at $4.6 million. Baker Equity LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18314) on October 10, 2024. In the petition filed by Jila Youshaei, as managing member, the Debtor reports total assets of $4,600,000 and total liabilities of $2,265,000. The Honorable Bankruptcy Judge Sheri Bluebond handles the case. The Debtor is represented by: Stella Havkin, Esq. STELLA HAVKIN 5950 Canoga Avenue, Suite 400 Woodland Hills, CA 91367 Email: shavkinesq@gmail.com BARROW SHAVER: Chamberlain Represents Ad Hoc Group -------------------------------------------------- In the Chapter 11 case of Barrow Shaver Resources Company, LLC, the Ad Hoc Group of Non-Operating Working Interest Owners filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Ad Hoc Group of Non-Operating Working Interest Owners was formed on or around September 18, 2024. The Ad Hoc Group of Non Operating Working Interest Owners was formed to represent the common interests of its members in connection with the Barrow Shaver Resources Company, LLC ("BSR") bankruptcy pending in the United States Bankruptcy Court for the Southern District of Texas. S. One Royalty Properties, LLC ("SOR"), as a non-operating working interest owner retained Chamberlain Hrdlicka on August 6, 2024 for representation in connection with the potential filing of an involuntary bankruptcy against the Debtor. Later, Chamberlain was retained to represent the Ad Hoc Group of Non-Operating Working Interest Owners, which includes SOR, on September 18, 2024 in connection with the BSR bankruptcy. Chamberlain does not represent or purport to represent any other entities in connection with the Debtor's chapter 11 case, other than Quail Tools, LLC, RBG Fueling, LLC, SDS Petroleum Consultants, LLC and Steelhead Tubular, LLC. In addition, the Ad Hoc Group of Non-Operating Working Interest Owners does not represent or purport to represent any other entities in connection with the Debtor's chapter 11 case. The Ad Hoc Group of Non-Operating Working Interest Owners' address and the nature and amount of disclosable economic interests held in relation to the Debtor are: 1. Todd & Honey Poling JV (Working Interest Owner) 996 Dorsey Rd Clayton, NM 88415 2. Wayne Cunningham (Working Interest Owner) 2455 N. Campus Ave. Upland, CA 91784-1133 3. Deep Pool Holdings LLC (Working Interest Owner) 4. HL American Oil and Gas LLC (Working Interest Owner) 4456 Sayde Ridge Drive Montgomery, TX 77316 5. Briarwood Group Ltd (Working Interest Owner) PO Box 2031 Tyler, TX 75710 6. 0078HT LLC (Working Interest Owner) 100 Crescent Ct., Suite 400 Dallas, TX 75201 7. BMW Investments, LP (Working Interest Owner) P.O. Box 10148 Longview, TX 75608 8. Roosth 819, Ltd. (Working Interest Owner) O. Box 8300 Tyler, TX 75710 9. S One Royalty Properties, LLC (Working Interest Owner) 1406 Rice Rd., Suite 400 Tyler, TX 75703 Counsel to Ad Hoc Group of Non-Operating Working Interest Owners: CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & AUGHTRY, P.C. Jarrod B. Martin, Esq. 1200 Smith Street, Suite 1400 Houston, Texas 77002 D: 713.658.1818 F: 713.658.2553 E: jarrod.martin@chamberlainlaw.com About Barrow Shaver Resources Company Barrow Shaver Resources Company, LLC, is a privately held, independent oil and gas exploration and acquisition company based in Tyler, Texas. Barrow Shaver is engaged in prospect generation, producing properties acquisition, lease acquisition, assembly and marketing of prospects for the exploration and development of oil and natural gas in the prolific producing trends of the East Texas and West Texas Basins. Barrow Shaver Resources Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-33353) on Aug. 19, 2024, with $50 million to $100 million in both assets and liabilities. James Katchadurian, chief restructuring officer, signed the petition. Judge Alfredo R. Perez oversees the case. The Debtor tapped Jones Walker, LLP, as legal counsel; CR3 Partners, LLC as financial advisor; and Kroll Restructuring Administration, LLC as claims, noticing, and solicitation agent. BELA FLOR NURSERIES: Affiliate to Sell Harrisonville, MO Property ----------------------------------------------------------------- SMB Holdings LLC, an affiliate of Bela Flor Nurseries Inc., seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to sell property located at 22200 E. 291st Street, Harrisonville, Missouri 64701 to Cindy M. James, free and clear of all liens, claims, interests, and encumbrances. The Property up for sale includes appurtenances, fixtures, and equipment with the proposed value of $355,000. OMB Bank, the only creditor with a secured claim on the Harrisonville Property, has consented to the sale. The Debtors have determined in their sound business judgment that the sale transaction is in the best interest of the Debtors’ estates. The Debtors assert that the sale of the Property is important to maintain the value of the Debtors' Assets and will also enable the Debtor to reduce its secured debt. About Bela Flor Nurseries Bela Flor Nurseries, Inc. operates in the horticulture and retail gardening industry. The company currently grows from seed and cutting annual flowers, vegetables, bulbs, and floral items for wholesalers, landscapers and retailers. Bela Flor Nurseries Inc. and several affiliates filed Chapter 11 petitions (Bankr. N.D. Texas Lead Case No. 23-42469) on Aug. 22, 2023. In the petition signed by its chief restructuring officer, Mark Shapiro, Bela Flor reported $10 million to $50 million in both assets and liabilities. Bela Flor is the operating company and SMB Holdings, LLC is the primary real estate holding company. MFAF Holdings, LLC and CHIC Holdings, LLC are wholly owned subsidiaries of SMB Holdings. SMB Holdings owns several greenhouses in Austin, Texas, Carthage, Mo., and Jasper, Mo.; small lots in Henderson, Texas; and two corporate houses in Harrisonville, Mo. MFAF Holdings holds two parcels of land in Harrisonville while CHIC Holdings holds parcels of land in Henderson. On the real property, the Debtors own and operate several nurseries. Judge Mark X. Mullin presides over the case. The Debtors tapped Husch Blackwell, LLP as bankruptcy counsel; TrueNorth Capital Partners, LLC as financial advisor and investment banker; and B. Riley Advisory Services as restructuring advisor. Mark Shapiro of B. Riley serves as chief restructuring officer. BEN'S CREEK: Gets Court Nod to Use Cash Collateral -------------------------------------------------- Ben's Creek Operations WV, LLC and its affiliates got the green light from the U.S. Bankruptcy Court for the Southern District of West Virginia to use their cash collateral. The order issued by Judge David Bissett authorized the companies to use up to $12,700 of the cash collateral for the period from Oct. 4 to 18. The companies' cash collateral consists of cash proceeds from the sale of their assets, excluding a coal stockpile, to Mega Highwall Mining, LLC. About Ben's Creek Operations WV Ben's Creek Operations WV, LLC and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.W.V. Lead Case No. 24-20079) on April 14, 2024. At the time of the filing, Ben's Creek reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge David L. Bissett oversees the cases. Flaherty Sensabaugh Bonasso, PLLC is the Debtors' legal counsel. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Whiteford, Taylor & Preston, LLP and George Law Group, PLLC as legal counsels; and Mineral Energy Resource Associates, LLC as mining consultant. BENITA ND: Unsecured Creditors Will Get 1% of Claims ---------------------------------------------------- Benita ND, LLC, filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a Plan of Reorganization for Small Business dated September 10, 2024. The Debtor operates a franchised Jani-King commercial cleaning service, servicing Hoke, Moore, Lee, Richmond, and surrounding counties in North Carolina. Post-Petition, the Debtor's operations have stabilized such that Debtor can meet its day-to-day operational needs and Chapter 11 plan payments. The Debtor has obtained new contracts for additional facilities through Jani-King and continues to work with the franchisor to bid jobs for new contracts. These new contracts have facilitated Debtor's ability to meet its ongoing financial obligations and needs. This Plan reflects the Debtor's attempt to achieve a consensual plan of reorganization. The Debtor projects that the Plan will achieve an approximate 1% dividend to general unsecured creditors based on filed claims, anticipated objections and resolutions to said objections, and undisputed non-insider scheduled claims. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $6,600.00. The final Plan payment is expected to be paid on October 15, 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from ongoing business operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at no less than approximately one cent on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 8 consists of General Unsecured Claims. The Debtor anticipates that the Allowed Claims of Class 8 General Unsecured Claims will total approximately $721,486.63, which includes the general unsecured claims of SBA, PCC, Funding, national and EBF. The Debtor is required to pay to general unsecured claimants its Disposable Income for no less than 3 years from the date that the first distribution is due under the Plan. The Allowed Claims of Class 8 shall receive a pro rata share of $6,600.00, representing Debtor's Disposable Income on or before December 31, 2026. In the event this is a non-consensual plan, the Debtor shall pay $6,600.00 to the Trustee on or before November 15, 2026, for distribution, pursuant to this provision of the Plan. Each holder of an allowed general unsecured claim, exclusive of insiders, shall receive a promissory note which provides that each holder shall receive a pro rata share of $6,600.00 on or before December 31, 2026. In the event of a default the holders of the note may pursue all remedies under North Carolina law. The Debtor, in its discretion, may accelerate payments. A full-text copy of the Plan of Reorganization dated September 10, 2024 is available at https://urlcurt.com/u?l=rlse2p from PacerMonitor.com at no charge. Attorney for the Debtor: Samantha K. Brumbaugh, Esq. McClellan, Siegmund, Brumbaugh & McDonough, LLP PO Box 3324 Greensboro, NC 27402 Tel: (336) 274-4658 Email: skb@iveymcclellan.com About Benita ND Benita ND, LLC, operates a franchised Jani-King commercial cleaning service, servicing Hoke, Moore, Lee, Richmond, and surrounding counties in North Carolina. The Debtor filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 24-80141) on June 12, 2024, with up to $500,000 in assets and up to $1 million in liabilities. Benita Kaye Thomas, member manager, signed the petition. Samantha K. Brumbaugh, Esq., at Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP, represents the Debtor as legal counsel. BERRY CORP: BlackRock Holds 10.2% Equity Stake ---------------------------------------------- BlackRock, Inc. disclosed in Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it beneficially owned 7,829,803 shares of Berry Corporation's common stock, representing 10.2% of the shares outstanding. A full-text copy of BlackRock's SEC Report is available at: https://tinyurl.com/mhpfx54a About Berry Corporation Berry Corporation is a company primarily engaged in hydrocarbon exploration in California, the Uintah Basin, and the Piceance Basin. As of December 31, 2021, the company had 97 million barrels of oil equivalent of estimated proved reserves, of which 87% was petroleum and 13% was natural gas. * * * In September 2024, S&P Global Ratings lowered its issuer credit rating to 'CCC+' from 'B-' on Dallas-based oil and gas exploration and production (E&P) company Berry Corp. S&P also lowered the issue-level rating on Berry's unsecured notes due February 2026 to 'B-' from 'B'. The recovery rating remains '2', reflecting its expectation for substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default. The negative outlook reflects S&P's view that Berry is dependent on favorable conditions to refinance its unsecured notes due February 2026 in a timely manner. However, its leverage remains modest, and S&P forecasts average funds from operations (FFO) to debt of about 40% and debt to EBITDA of about 2.25x. Refinancing risk is heightened for Berry's RBL facility due August 2025 and senior unsecured notes due February 2026. BERRY CORP: Hotchkis and Wiley Capital Holds 4.33% Stake -------------------------------------------------------- Hotchkis and Wiley Capital Management, LLC disclosed in Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it beneficially owned 3,334,610 shares of Berry Corporation's common stock, representing 4.33% of the shares outstanding. A full-text copy of HWCM's SEC Report is available at: https://tinyurl.com/y3vuy3j6 About Berry Corporation Berry Corporation is a company primarily engaged in hydrocarbon exploration in California, the Uintah Basin, and the Piceance Basin. As of December 31, 2021, the company had 97 million barrels of oil equivalent of estimated proved reserves, of which 87% was petroleum and 13% was natural gas. * * * In September 2024, S&P Global Ratings lowered its issuer credit rating to 'CCC+' from 'B-' on Dallas-based oil and gas exploration and production (E&P) company Berry Corp. S&P also lowered the issue-level rating on Berry's unsecured notes due February 2026 to 'B-' from 'B'. The recovery rating remains '2', reflecting its expectation for substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default. The negative outlook reflects S&P's view that Berry is dependent on favorable conditions to refinance its unsecured notes due February 2026 in a timely manner. However, its leverage remains modest, and S&P forecasts average funds from operations (FFO) to debt of about 40% and debt to EBITDA of about 2.25x. Refinancing risk is heightened for Berry's RBL facility due August 2025 and senior unsecured notes due February 2026. BEVERLY COMMUNITY: Committee Hires Triple P as Investment Banker ---------------------------------------------------------------- The official committee of unsecured creditors of Beverly Community Hospital Association, dba Beverly Hospital (A Nonprofit Public Benefit Corporation), seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Triple P Securities, LLC as investment banker. The firm's services include: a. reviewing and analyzing the Hospital's business, operations, and financial projections; b. evaluating the Hospital's potential debt capacity in light of its projected cash flows; c. assisting in the determination of a capital structure for the Hospital; d. assisting in the determination of a range of values for the Hospital on a going-concern basis; e. advising and assisting the Hospital in evaluating any potential Financing by the Hospital, and, on behalf of the Hospital, contacting potential sources of capital as the Hospital may designate and assisting the Hospital in implementing such Financing; f. assisting the Hospital in identifying and evaluating candidates for any potential Sale Transaction, advising the Hospital in connection with negotiations and aiding in the consummation of any Sale Transaction; and g. advising the Hospital on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to any Restructuring, Sale Transaction and/or Financing, with terms as defined in the Engagement Letter. The firm will be paid at these rates: Monthly Fee: a. Prior to the Petition Date, the Debtors agreed to pay TPS a monthly fee of $100,000 (the "Monthly Fee"), payable on the first day of each month until the earlier of the completion of the restructuring or the termination of TPS's Engagement pursuant to Section 21 of the Engagement Letter. Fifty percent (50%) of all Monthly Fees paid in respect of any months following the sixth month of the Engagement shall be credited (without duplication) against any Restructuring Fee or Sale Transaction Fee payable. In total, TPS was engaged for seven months, five of which were postpetition. Accordingly, if retained, TPS would be eligible to receive $500,000 in postpetition Monthly Fees. b. In the event that the Company commences or otherwise becomes the subject of any chapter 11 case, the foregoing credit of the portion of the Monthly Fee paid as of the Petition Date shall only apply to the extent that such fees are approved in their entirety by the Bankruptcy Court, if applicable; and Financing Fee: A fee, payable upon the consummation of a Financing (the "Financing Fee"), equal to the applicable percentages of gross proceeds as follows based on the security type issued in the Financing: (i) 2.0% of any senior secured debt financing, government financing, or "debtor-in-possession" financing, plus (ii) 4.0% of any junior secured or unsecured debt financing, plus (iii) 6.0% of any equity, equity-linked or equity-stapled or similarly bundled equity financing. The Financing Fee is subject to a $200,000 minimum for any debtor-in-possession financing. If retained, TPS would be eligible to receive payment on account of the $263,000 Financing Fee. Other Fees: In addition to the Monthly Fee and the Financing Fee, TPS seeks payment of one of the following fees, upon a Restructuring or upon a Sale Transaction: a. Restructuring Fee: A fee equal to $1,250,000, payable upon the consummation of a Restructuring (the "Restructuring Fee"); or b. Sale Transaction Fee: (i) If, whether in connection with the consummation of a Restructuring or otherwise, the Hospital closes a Sale Transaction incorporating all or a majority of the Hospital's assets or all or a majority of or a controlling interest in the Hospital's equity securities, TPS shall be paid a fee (the "Sale Transaction Fee") equal to $1,250,000 plus 3% of the Aggregate Consideration (as defined in Schedule I to the Engagement Letter) above $65,000,000. If retained, in the aggregate, TPS would seek payment of $1,641,000 on account of the Sale Transaction Fee, which represents $1,691,000 in fees incurred less a $50,000 Monthly Fee credit. (ii) Any Sale Transaction Fee shall be payable upon closing of the applicable Sale Transaction. Jason Cohen, a partner at Triple P Securities, 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: Jason Cohen, Esq. Triple P Securities, LLC 300 North LaSalle, Suite 1420 Chicago, IL 60654 Tel: (312) 781-7520 Email: portagepointpartners.com About Beverly Community Hospital Association dba Beverly Hospital Beverly Community Hospital Association and affiliates operate general medical and surgical hospitals. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-12359) on April 19, 2023. In the petition signed by its chief executive officer, Alice Cheng, Beverly Community disclosed $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Sandra R. Klein oversees the case. The Debtors tapped Sheppard, Mullin, Richter and Hampton, LLP as bankruptcy counsel; Orrick, Herrington & Sutcliffe, LLP as special and conflicts counsel; and Triple P RTS, LLC, a wholly owned subsidiary of Portage Point Partners, LLC, as restructuring advisor. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Beverly Community Hospital Association. The committee is represented by Tania Moyron, Esq. Tamar Terzian is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. BIG LOTS: Bid Protections in $760M Sale Face Objection from UST --------------------------------------------------------------- The U.S. Department of Justice's bankruptcy watchdog has challenged Big Lots' proposed protections for the buyer of its bankrupt assets, asserting that the break-up fee and expense reimbursements are unwarranted in the $760 million deal. In the Bid Procedures Motion, the Debtors propose to sell their assets pursuant to Section 363 of the Bankruptcy Code. The Debtors have identified a proposed Stalking Horse Bidder, an entity called Gateway BL Acquisition, LLC, an affiliate of Nexus Capital Management LP. Nexus submitted a bid with an aggregate purchase price of approximately $760 million, consisting of $2.5 million in cash plus the Debt Payoff Amount. Contemporaneously with executing the Stalking Horse APA, the Debtors also entered into a "Reimbursement Agreement," which provided for the reimbursement of Nexus's expenses as of the date of entry into the Stalking Horse APA. The Debtors seek approval of a Break-Up Fee of $7.5 million and an Expense Reimbursement of up to $1.5 million (collectively, the "Bid Protections"). The U.S. Trustee says it objects to the approval of the payment of the Bid Protections in circumstances where the standard for their payment under 503(b) of the Code has not been met. In particular, the Bid Protections should only be approved at this time only if a sale to a purchaser providing a higher and better offer actually closes. The U.S. Trustee also objects to treating any expense reimbursement allowed by the Court as a super-priority administrative claim. There are only two types of claims under the Bankruptcy Code that are provided such status, which are (i) claims securing post-petition debtor-in-possession financing and (ii) claims of prepetition secured parties for adequate protection. Neither of those two circumstances applies here, the U.S. Trustee points out. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value, delivering bargains on everything for the home, including furniture, decor, pantry and more. On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus Capital Management LP. PNC Bank, National Association, the DIP ABL Agent and Prepetition ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the Prepetition Term Loan Agent are represented by Otterbourg, P.C. and Richards, Layton & Finger, P.A. BIG LOTS: Closes Westerville Location, 55 Additional Stores ----------------------------------------------------------- 10WBNS reports that Big Lots has released another list of store locations that will soon close. This time four Ohio stores are on the list, including one in Westerville. The location at 60 E. Schrock Rd. in Westerville was included on a list filed on Oct. 11 in the United States Bankruptcy Court for the District of Delaware, along with 55 other stores across the country. The three other Ohio store closing include: * 1733 Pearl Rd. STE 125 in Brunswick * 26425 Great Northern Plaza in North Olmstead * 6235 Wilson Mills Rd. in Highland Heights Earlier this month, Big Lots added 46 locations to the list of stores set to close, including the location near Grandview at 1451 W. 5th Ave. Other Ohio stores named in past lists include: * 11372 Princeton Pike, Cincinnati * 9690 Colerain Ave., Cincinnati * 359 Miamisburg Centerville Rd., Dayton * 1520 N Clinton St., Defiance * 1170 Indiana Ave., Saint Marys * 410 E Perkins Ave., Sandusky * 4925 Jackman Rd., Toledo *7779 Tylersville Rd., West Chester * 1550 Coshocton Ave., Mount Vernon * 9880 Old US 20, Rossford * 4585 Eastgate Blvd., Cincinnati Big Lots reported a net loss of $205 million in the quarter ending May 4, 2024. President and CEO Bruce Thorn stated that the company's sales had taken a hit "due largely to a continued pullback in consumer spending by our core customers, particularly in high ticket discretionary items." The additional store closures come weeks after Big Lots filed for Chapter 11 bankruptcy protection. The company plans to sell its assets and ongoing business operations to a private equity firm. In September, Big Lots announced it was shutting down its distribution center at 300 Phillipi Rd., leaving nearly 400 people without jobs. The closure will be completed no later than Oct. 31, 2024. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value. The Company is dedicated to being the big difference for a better life by delivering bargains to brag about on everything for the home, including furniture, decor, pantry and more. It fulfills its mission to help customers "Live BIG and Save LOTS" with sourcing strategies to grow extreme bargains through closeouts, liquidations, overstocks, private labels, and value-engineered products. The Big Lots Foundation, together with the Company's customers, associates, and vendors, has delivered more than $176 million of philanthropic support to critical needs in hunger, housing, healthcare, and education. On the Web: http://biglots.com/ On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC, is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus. BIG LOTS: Hires Deloitte & Touche LLP as Independent Auditor ------------------------------------------------------------ Big Lots, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte & Touche LLP as independent auditor. The firm will perform an integrated audit in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States) and express an opinion on the fairness of the presentation of Debtor Big Lots, Inc. (the "Company") consolidated financial statements for the year ending February 1, 2025, in conformity with accounting principles generally accepted in the United States of America ("generally accepted accounting principles"), in all material respects, and (2) the effectiveness of the Company's internal control over financial reporting as of February 1, 2025, based on the criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Deloitte & Touche will also perform a review of the Company's condensed interim financial information in accordance with the PCAOB Standards for each of the quarters in the year ending February 1, 2025, prepared for submission to the Securities and Exchange Commission. Deloitte & Touche will bill the Debtors a fixed fee, including the Out-of-Scope Services, in the amount of $1,500,000. The Debtors paid Deloitte & Touche the amount of $125,000 on account of invoices issued by Deloitte & Touche during the 90-day period before the Petition Date. Natalie Martini Esq., partner at Deloitte & Touche 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: Natalie Martini Esq. Deloitte & Touche LLP 111 S. Wacker Dr. Suite 2100 Chicago, IL 60606 Tel: (312) 486-1000 About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value, delivering bargains on everything for the home, including furniture, decor, pantry and more. On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus Capital Management LP. PNC Bank, National Association, the DIP ABL Agent and Prepetition ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the Prepetition Term Loan Agent are represented by Otterbourg, P.C. and Richards, Layton & Finger, P.A. BLUEBIRD BIO: Falls Short of Nasdaq's Minimum Bid Price Requirement ------------------------------------------------------------------- bluebird bio, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying the Company that for the 32 consecutive business days prior to September 30, 2024, the bid price for the Company's common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1). The Notice has no immediate effect on the listing of the Common Stock, which continues to trade on the Nasdaq Global Select Market under the symbol "BLUE". In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until March 31, 2025, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company's Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days as required under Nasdaq Listing Rule 5810(c)(3)(A) (unless the Nasdaq staff exercises its discretion to extend this ten-day period). If the Company does not regain compliance by March 31, 2025, the Company may be eligible for an additional 180-calendar day compliance period by transferring the listing of its Common Stock to the Nasdaq Capital Market and satisfying certain requirements. If the Company fails to regain compliance during the compliance period (including a second compliance period provided by a transfer to the Nasdaq Capital Market, if applicable), then Nasdaq will notify the Company of its determination to delist its Common Stock, at which point the Company may appeal Nasdaq's delisting determination to a Nasdaq hearing panel. The Company intends to actively monitor the closing bid price of its Common Stock and is considering all available options to regain compliance with the Minimum Bid Price Requirement. The Company is seeking stockholder approval to effect a reverse stock split at its 2024 Annual Meeting of Stockholders. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second 180-day period to regain compliance, maintain compliance with the other Nasdaq listing requirements, or be successful in appealing any delisting determination. About bluebird bio, Inc. bluebird bio, Inc. was incorporated in Delaware on April 16, 1992, and is headquartered in Somerville, Massachusetts. The Company is a biotechnology firm dedicated to researching, developing, and commercializing potentially curative gene therapies for severe genetic diseases based on its proprietary lentiviral vector gene addition platform. Since its inception, bluebird bio has focused nearly all its resources on research and development efforts related to its product candidates and the commercialization of its approved products, including activities to manufacture product candidates, conduct clinical studies, perform preclinical research, provide administrative support, and market and commercially manufacture its approved products. Boston, Massachusetts-based Ernst & Young LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated September 13, 2024, citing that the Company has suffered recurring operating losses and negative operating cash flows, raising substantial doubt about its ability to continue as a going concern. bluebird bio had a net loss of $211.9 million for the year ended December 31, 2023, and an accumulated deficit of $4.3 billion as of December 31, 2023. As of June 30, 2024, bluebird bio had $545.2 million in total assets, $492.2 million in total liabilities, and $53 million in total stockholders' equity. BURGERFI INTERNATIONAL: Taps Raines Feldman Littrell as Attorney ---------------------------------------------------------------- BurgerFi International, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Raines Feldman Littrell LLP as attorneys. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their business and properties; b. advising and consulting on the conduct of these Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with these Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with obtaining authority to obtain postpetition financing, if required; g. advising the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advising the Debtors regarding tax matters; j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and k. performing all other necessary legal services for the Debtors. The firm's current standard hourly rates are: Partners $710 to $1,200 Of Counsel $525 to $950 Associates $375 to $595 Paraprofessionals $250 to $450 The firm received a retainer in the amount of $970,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Hamid Rafatjoo, 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: Hamid R. Rafatjoo, Esq. Raines Feldman Littrell LLP 1900 Avenue of the Stars, 19th Floor Los Angeles, CA 90067 Telephone: (310) 440-4100 Email: hrafatjoo@raineslaw.com 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. CAFARO CREATIONS: Unsecureds to Get $500 per Month for 36 Months ---------------------------------------------------------------- Cafaro Creations, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated September 10, 2024. The Debtor is the operator of a design, manufacture and installation cabinetry business which operates in Jacksonville, FL. The business was started in September of 2012 by Alexander J. Cafaro and has continuously operated since that time. In 2019 the Debtor incurred large moving expenses when it was forced to leave its prior leased location due to leaks, rodents and other issues that the landlord refused to alleviate. In 2021, the Debtor started to struggle with supply chain issues after the COVID pandemic. The Debtor was forced to incur additional expense after its main cabinet supplier abruptly shut down in the middle of multiple customer orders. This Chapter 11 followed in order to restructure the existing secured and unsecured debt. The Debtor has restructured its business model after the filing of Chapter 11 in order to focus on more commercial orders which will allow the debtor to cash flow more regularly than with prior residential customers. That change, along with the reduction in secured debt through the Chapter 11 should allow the debtor to successfully reorganize. This Plan of Reorganization proposes to pay unsecured creditors of the Debtor all disposable income during months 1 to 36 from future income of the Debtor derived from income generated from the cabinetry business that the Debtor will operate during the term of the plan in order to obtain a discharge pursuant to Section 1192 of the Bankruptcy Code. This Plan provides for 3 class(es) of secured claims, 1 Class of Priority Claims and 1 class of unsecured claims. Unsecured creditors holding allowed claims will receive distributions which the proponent of this Plan has valued at approximately 1 cents on the dollar based upon current projections of disposable income. This Plan also provides for the payment of administrative and priority claims either upon the effective date of the Plan or as allowed under the Bankruptcy Code. Class 5 consists of All General Unsecured Claims, including any wholly unsecured second mortgage claims and any unsecured portion of claims valued pursuant to Section 506 of the Bankruptcy Code. The Debtor will pay the amount of $500.00 per month for months 1 to 36 of the plan in complete satisfaction of the unsecured claims in this case, including any unsecured deficiency claims as a result of valuations pursuant to Section 506 of the Bankruptcy Code. A full-text copy of the Subchapter V Plan dated September 10, 2024 is available at https://urlcurt.com/u?l=HiRUuN from PacerMonitor.com at no charge. Attorneys for the Debtor: Bryan K. Mickler, Esq. Law Offices of Mickler & Mickler, LLP 5452 Arlington Expressway Jacksonville, FL 3211 Tel: (904) 725-0822 Fax: (904) 725-0855 Email: bkmickler@planlaw.com About Cafaro Creations, LLC Cafaro Creations, LLC is the operator of a design, manufacture and installation cabinetry business which operates in Jacksonville, FL. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02284) on August 1, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Jason A. Burgess presides over the case. Bryan K. Mickler, Esq., at Mickler & Mickler represents the Debtor as legal counsel. CAIDLAKE TRANSPORT: Seeks to Tap Matthew Johnson as Co-Counsel -------------------------------------------------------------- Caidlake Transport, LLC seeks approval from the U.S. Bankruptcy Court for Southern District of West Virginia to employ Matthew Johnson, Esq., an attorney practicing in Charleston, West Virginia, as co-counsel. The attorney will provide these services: (a) file monthly reports; (b) maintain necessary and/or regular contact with the Debtor; (c) assist in preparation of exhibits to go with a disclosure statement and plan; (d) perform legal research request/needed by lead counsel Joseph Caldwell; and (e) perform other legal services as requested. Mr. Johnson will be paid at his standard hourly rate of $200. Mr. Johnson 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 attorney can be reached at: Matthew M. Johnson, Esq. 3818 MacCorkle, Ave., SE Charleston, WV 25304 Telephone: (304) 942-8372 Email: Mmjesq242gmail.com About Caidlake Transport Caidlake Transport, Inc., a company in Chapmanville, W.Va., filed Chapter 11 petition (Bankr. S.D. W.Va. Case No. 23-20198) on Nov. 14, 2023, with $1 million to $10 million in assets and $500,001 to $1 million in liabilities. Robbie Cline, president, signed the petition. Judge B. McKay Mignault oversees the case. The Debtor tapped Joseph W. Caldwell, Esq., at Caldwell & Riffee and Matthew M. Johnson, Esq., as legal counsel. CAPROCK MILLING: Seeks to Sell Agricultural Equipment at Auction ---------------------------------------------------------------- Caprock Milling & Crushing LLC will ask approval from the Honorable Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas, Amarillo Division, at a hearing on November 13, 2024, to sell agricultural equipment in an auction. The Debtor is a limited liability company that was dealing primarily in the processing and storage of agricultural commodities based in Amarillo. The proposed sale includes a 2019 Caterpillar Front-End Loader Model No. 966M-JV, serial number OEJA03157 in an online public auction to be conducted by Rosen Systems, Inc., free and clear of all liens and claims. There is a dispute as to the ownership of the equipment to be sold between the Debtor and Laurie Dahl Rea, Chapter 7 Trustee for bankruptcy estate of CapRock Land Company LLC, however, both parties have agreed to allow the equipment, including the Caterpillar Front-End Loader, to be sold free and clear of all liens and claims at public auction. The Debtor proposes for Rosen to be compensated through a 10% buyer's premium on all sales plus reimbursement of expenses and asks the Court to permit Rosen to keep its 10% buyer's premiums and expenses pending a fee application. According the Debtor, the Equipment has to be sold as soon as possible, since waiting to sell the Equipment pursuant to a confirmed plan of reorganization will take several months, and it is in the best interest of all parties that the Equipment be sold sooner rather than later. About Caprock Milling & Crushing CapRock Milling & Crushing, LLC is engaged in grain and oilseed milling based in Amarillo, Texas. Caprock filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-20251) on Nov. 3, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Thomas Bunkley, member of Caprock, signed the petition. Judge Robert L. Jones oversees the case. The Debtor tapped Mullin Hoard & Brown, LLP as bankruptcy counsel; Charhon Callahan Robson & Garza, PLLC as special counsel; and William Hood & Company as investment banker. CL CRESSLER: Seeks to Hire Mckonly & Asbury as Accountant --------------------------------------------------------- CL Cressler Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Mckonly & Asbury as accountant. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Janice L. Snyder, a partner at McKonly & Asbury, 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: Janice L. Snyder McKonly & Asbury 415 Fallowfield Rd, Ste 2 Camp Hill, PA 17011 Tel: (717) 761-7910 About CL Cressler CL Cressler Inc. -- https://cppg-rx.com/ -- doing business as Care Capital Management, Inc. and The Medicine Shoppe, is a community healthcare company. CL Cressler sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-02143) on Aug. 29, 2024. In the petition filed by Daniel A. Brown, as owner, the Debtor reports total assets of $1,559,353 and total liabilities of $12,231,972. The Debtor is represented by Lawrence V. Young, Esq., at CGA Law Firm. CLOVER HOLDINGS 2: S&P Assigns 'B' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B' rating to Clover Holdings 2 LLC, as well as a 'B' issue-level rating with a '3' recovery rating (rounded estimate 50%) to the first-lien credit facilities. S&P said, "The outlook is stable, reflecting our view that the combined businesses will grow revenue at about 10% and achieve EBITDA margins of mid-20% through expense reductions post-close. We expect S&P Global Ratings-adjusted net leverage of around 6x by the end of fiscal 2025." Cohesity has announced an agreement to acquire Veritas Holdings Ltd.'s data protection business. The combined entity will do business as Cohesity, under the holding company Clover Holdings 2 LLC. Cohesity will finance the transaction with a $300 million first-lien revolving credit facility, a $2.8 billion first-lien term loan, and new cash equity. The combined Cohesity entity will bring a unique mix of modern and legacy data protection offerings to a growing and fragmented market. This transaction will combine Cohesity--a rapidly growing, newer entrant to the $40 billion data protection and recovery market--with a larger, legacy incumbent that has struggled to grow since its separation from Symantec in 2014. The combined entity will have leading market share of about 13%, reflecting the scale of the combined platforms, modestly greater than Dell and Veeam, with about 12% each. The differing profiles of the two businesses reflect the dynamics of the broader data protection market, where established legacy players such as Veritas, IBM, and Dell have generally maintained their revenue base but have steadily ceded share to newer, cloud-native entrants with more modern platforms, such as Cohesity, Veeam, and Rubrik. The new Cohesity will uniquely straddle this divide. S&P said, "We expect this market to continue to grow, largely to the benefit of newer providers, due to rapid growth of data and an increasing need to protect critical data from ransomware. Although the initial effect has been modest, we believe that wider adoption of generative AI and other machine-learning technologies could pose an additional tailwind to this industry as the importance of retaining large enterprise data sets grows. "Veritas's mature data protection business will enable Cohesity to reach positive cash flow and EBITDA generation more rapidly and may also provide large cross-selling opportunities. In addition to the immediate benefits of Veritas's EBITDA base, this transaction will give Cohesity better access to Veritas's large, blue-chip, enterprise customer base and global footprint. We believe that most of Veritas's customers also use a more-modern platform to secure some of their data, and those that don't are likely to do so. "We expect Cohesity will be well-positioned to compete for this business post-close, particularly if it can build compelling migration tools and pricing models. We expect benefits to the Veritas business to be much more modest and limited to margin benefits from increased scale. We see the greatest potential for disruption from building a combined go-to-market organization, as we do not expect much back-end integration of the two platforms at this point, but overall we do not expect major execution risk from this transaction. We also see risks from the firm's relatively modest scale, limited scope of product offerings, and Cohesity's relative lack of track record as cash-flow-positive entity. Overall, we expect the combined entity will grow revenue at about 10% over the next two years, with Cohesity growing faster at about 20%-25% and Veritas's offerings growing mid-single-digit percent. "Cost synergy opportunity post-close will likely enable margin improvement and deleveraging to 6x by the end of fiscal 2025 (ending July 2025). Our base case projects S&P Global Ratings-adjusted EBITDA margins starting at about 20%-21% in fiscal 2025 (pro forma for a full fiscal year), with some impairment from first-year transaction fees and costs to achieve synergies. We view management's synergy plans as reasonable in magnitude and unlikely to be significantly disruptive, although we generally expect some level of sales disruption from any reorganization. As the company executes its $200 million cost synergy plans over the next 18 months, we forecast EBITDA margins will improve to about 25%. "Pro forma for the transaction, Cohesity will have about $461 million cash at hand and a $300 million revolver undrawn at close. We believe this will support an ample liquidity position through the first year of integration as the majority of the fees and expenses will flow through its fiscal 2025 free operating cash flow (FOCF). Our base case projects approximately $100 million of FOCF in fiscal 2025, improving to over $200 million thereafter. "We expect Cohesity's ownership structure and financial policy will support deleveraging, and any accelerated efforts and progress toward an IPO could be favorable to our assessment. Although Cohesity will remain privately held after this transaction, we do not view the firm as sponsor-controlled. The investor base is fairly diversified and includes the founder and former CEO, venture capital firms, management, as well as two financial sponsors. Although Carlyle will be the greatest single holder, with an approximately 20% equity stake, we do not believe they will be in a position to dictate Cohesity's financial policies. Furthermore, we believe the investor group is aligned with the company's directions and is seeking to monetize its investment through an IPO, rather than leveraged dividends or sale to a sponsor. We expect Cohesity will pursue a relatively disciplined financial policy to achieve this goal, with leverage eventually approaching 2.0x (calculated on the company's basis). "While we do not incorporate accelerated debt repayment into our base case, we believe debt repayment is likely if the company performs as management currently forecasts. This could provide upside to the ratings given Cohesity's growth and deleveraging trajectory, although we would be unlikely to take a rating action over the next year given uncertainty around transaction risks and the ultimate profitability of the combined entity. "The stable outlook reflects our expectation that the combined business will grow revenues at about 10% annually, as Cohesity's offerings expand over 20% per year and Veritas's legacy data protection business grows modestly as it reaches the end of its subscription revenue model transition. Cost synergies post-close will likely enable the company to grow pro forma EBITDA margins to mid-20%, but faster growth from the lower-margin modern Cohesity products will pressure margins and constrain further expansion. We expect S&P Global Ratings-adjusted net leverage of around 6x by the end of fiscal 2025, with FOCF to debt at approximately 4%." S&P would likely downgrade Cohesity if: -- Integration missteps or other disruption from the merger cut into the firm's growth trajectory or drive cost overruns, leading to net leverage sustained above 7.5x; or -- Weaker profitability or higher-than-expected debt service costs lead to FOCF sustained below 5% of debt; or -- It adopts a more-aggressive financial policy than S&P currently anticipated, such as debt-funded acquisitions or shareholder returns, which deviates from its commitment to long-term deleveraging. Although unlikely over the next year due to potential disruption from the combination, S&P could raise its rating if: -- The combined company continues to grow organic revenue and expand EBITDA margin, realizes cost synergies as planned, and improves its net leverage to under 5x on a sustained basis; -- Its FOCF to debt increases to above 10%; and -- It maintains a financial policy that supports long-term deleveraging. Although not necessary for an upgrade to 'B+', S&P would view any progress toward an IPO and public listing as favorable to Cohesity's ratings and creditworthiness. COAT CHECK: Seeks to Hire Don Smock Auction as Broker & Auctioneer ------------------------------------------------------------------ Coat Check Coffee, LLC and Strange Bird, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Don Smock Auction Co., Inc., doing business as Universal Liquidation Specialists, as broker and auctioneer. The firm's services include: (a) develop an advertising and promotion plan for the sale of the sale assets; (b) exclusively advertise the sale assets for sale; (c) conduct viewings of the sale assets with potential buyers; (d) accept and hold deposits from potential buyers of the sale assets in escrow pending the completion of the sales; (e) conduct virtual online auctions of the sale assets; and (f) complete the sales of the sale assets following the auction. The firm will receive a commission of 13 percent of the sale assets' gross sale price. Matt Scalf, a member at Don Smock 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 through: Matt Scalf Don Smock Auction Co., Inc. 6531 S State Road 13 Pendleton, IN 46064 Telephone: (765) 778-9277 About Coat Check Coffee Coat Check Coffee LLC and Strange Bird, LLC filed their voluntary petitions for Chapter 11 protection (Bankr. S.D. Ind. Case No. 24-04651) on Aug. 28, 2024, listing $253,320 in assets and $2,156,643 in liabilities. Neal Warner, co-owner, signed the petitions. Judge Jeffrey J. Graham oversees the cases. Kroger, Gardis & Regas, LLP serve as the Debtors' legal counsel. COMPASS POWER: S&P Assigns 'BB-' Rating on $600.2MM Term Loan B --------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' rating to Compass Power Generation LLC's $600.2 million term loan B (TLB) due in April 2029 and $60 million revolving credit facility due in April 2027. The '2' recovery rating indicates its expectation for substantial recovery (70%-90%; rounded estimate: 75%) recovery in a default scenario. Strong tailwinds in the energy market in Pennsylvania-New Jersey-Maryland (PJM) interconnection due to data center activity and electrification should result in adequate financial performance in the upcoming years. Marcus Hook Energy Center, the portfolio's key asset, from cash flow contribution, benefits from a capacity contract with Long Island Power Authority (LIPA, A/Stable). It secures about $50 million in annual capacity revenues, escalating with inflation until 2030, which S&P views as a key credit strength. S&P said, "Further, we expect Marcus Hook will generate more than 90% of the cash flow available for debt service (CFADS) for the portfolio due to increased generation and stable operating performance over the TLB period. "The stable outlook reflects our expectation that the project will achieve a debt service coverage ratio (DSCR) above 2x over the TLB period, underpinned by Marcus Hook's increased generation and stable contracted capacity revenues, which provide visibility until May 2030. We expect a minimum DSCR of around 1.7x in the refinancing period (2033) due to our assumption of major maintenance spending. We forecast TLB balance at maturity will be about $319 million (53% of original TLB issue) with a median DSCR of 2.10x, which we view as a sustainable debt amount to maintain the 'BB-' senior secured rating." Compass owns three combined-cycle gas-fired power plants totaling approximately 1,323 megawatts (MW). The largest asset, 921-MW Marcus Hook Energy Center in the Eastern Mid-Atlantic Area Council (EMAAC) zone of the Pennsylvania-New Jersey-Maryland (PJM) interconnection, began operating in 2004. Two smaller assets, 215-MW Milford and 187-MW Dighton plants, serve the Southeast New England zone of the Independent System Operator New England (ISO-NE) and began operating in 1993 and 1999, respectively. The project is jointly owned by JERA Americas Holdings Inc. (50%) and Electric Generating Public Co. Ltd (50%). JERA Americas Holdings Inc. is the project's asset manager and ConEd is the project's energy manager. The Marcus Hook plant has a long-term bilateral contract with LIPA (A/Stable) until May 2030, currently at about $6 per kilowatt-month (kW-mo), escalating with inflation, which we consider a key credit strength. This is because annual capacity revenues (over $50 million) more than cover the entire portfolio's fixed operating costs and planned major maintenance. S&P expects strong energy demand in the PJM area, driven by data centers high energy consumption and electrification needs. This will benefit merchant power plants located in the area, such as Marcus Hook. Recently cleared PJM capacity prices at about $270 MW/day for 2025-2026 will benefit cash flow in the near term, with potential for upcoming capacity auctions to also clear at higher prices after several years of record lows. Marcus Hook is an efficient, baseload plant that has locational advantage operating in Pennsylvania, a non-RGGI (Regional Greenhouse Gas Initiative) state, which S&P expects will increase Marcus Hook's capacity factor in the near term. Marcus Hook's operating record has been stable with availability above 90% and forced outage of about 0.5%. The plant performed well during the severe winter storm of December 2022 with minimal disruptions, and it qualified for a bonus payment under PJM's pay-for-performance mechanism, compared to other power plants that could not dispatch and received financial penalties. The Milford plant has a seven-year capacity lock until May 2027 with ISO-NE, at a fixed price of $5.30/kW-mo. This supports the asset's annual fixed operating and planned major maintenance costs in the near term. The portfolio has an interest rate swap in place until December 2028, which lowers its effective SOFR rate to about 3.30%, which is lower than our forecast SOFR curve by an average of about 60 basis points (bps) until 2025. S&P projects strong DSCRs of 2x-3x until debt maturity, driven by Marcus Hook's contracted capacity and its expectation of the asset's high capacity factors and elevated spark spreads in the near term. S&P said, "The portfolio's performance depends on one anchor asset, Marcus Hook, that we expect will generate over 90% of CFADS and net energy margin, as well as 75%-80% of total capacity revenues. Compass sells all its generation on a merchant basis and is exposed to market power prices in PJM and ISO-NE. Marcus Hook's historical spark spreads are $4-$5 per MW-hour (MWh) lower than the market spark spreads, averaging about $9/MWh in the last 12 months compared to market spark spreads of about $13/MWh. This is because it has a higher capacity factor and it runs in hours of low power prices. S&P anticipates Marcus Hook spark spreads will be elevated in the next 12-24 months at about $13.50-$14.50/MWh based on forward power prices but will decline to about $12-$13/MWh after 2026 until the end its asset life. Milford and Dighton plants (total of 389 MW) have been experiencing low capacity factors and high operating costs that lowers their contribution to the portfolio energy margin and CFADS to a minimum. Milford and Dighton operate in ISO-NE and are subject to high RGGI costs, which S&P expects will erode profitability and cash flow in the future. Marcus Hook has project-level debt and Compass lenders have a second priority claim on the asset, which we consider a structural weakness that we capture with a negative notch in the stand-alone credit profile. Project-level debt at Marcus Hook has a cross-default provision with Compass' debt, thus its creditworthiness serves as a cap to the Compass debt rating (currently not limited). S&P said, "We expect DSCRs over 2x during the TLB period due to Marcus Hook's capacity contract, as well as our expectations of increased generation and good operating efficiency. The repricing transaction priced at SOFR + 375 basis points (bps) compared with SOFR + 425 bps previous TLB margin. We view this as credit positive given that lower interest expenses should result in higher free cash flows to repay debt under the cash flow sweep mechanism, all else equal. We note recent power project financings exposed to the PJM area recently closed at similar margin rates driven by strong energy demand expectations. Compass did not reprice its $60 million revolver, which remains at SOFR + 425 bps. "We expect Marcus Hook will be the key driver of financial performance, generating more than 90% of the portfolio energy margin and nearly all CFADs over the next few years. We project MH will generate about 1580 gigawatt-hours (GWh) for the rest of 2024 and about 6200 GWh in 2025 and 2026, compared with 5900 GWh in 2023 and 5500 GWh in 2022. The higher generation is driven by a surge in power demand amid expected capacity retirements, growing electrification, and data center proliferation in the PJM region. We assume Marcus Hook's capacity factors will be 82% until 2026, declining to about 75% 2026-2030, which is in line with historical average. "Further, we estimate Marcus Hook average annual spark spreads will peak at about $14.50/MWh until the end of 2025, reflecting stronger forward energy prices in PJM-PECO. We note that Marcus Hook's sparks spreads realize an average of $4-$4.50/MWh lower than the market, which we incorporated in our forecast. We forecast the spark spreads will decline to about $12.50-$13/MWh between 2026 and 2030 and average about $13/MWh until the end of the asset life in 2043. We believe these spark spreads reflect our expectation of declining capacity factors (dropping to about 65% by 2043), lower efficiency, and increased competition from renewables in the last 10 years of the asset life. Net energy margin represents about 55% of Marcus Hooks' total gross margin throughout its asset life. "In addition, Marcus Hook has a capacity contract with LIPA until May 2030 for 685 MW of capacity, which represents about 40%-45% of the asset's total gross margin. This represents about $50 million in annual revenues, escalating with inflation with no market risk, which is sufficient to cover the whole portfolio's annual fixed operating expenses and major maintenance spend in each of the next four years. We note that the latest capacity auction for 2025-2026 period cleared at about $270/MW-day, which is higher than the LIPA contract (average price of about $205/MW-day for the next 12 months) and will provide the project with additional $12 million of capacity revenue for the 2025-2026 clearing period. Marcus Hook does not have any energy hedges, but the company plans to implement hedges on a three-year rolling basis to manage market risk. "We expect Compass DSCRs will be above 2x on a yearly basis during the TLB period. Our minimum occurs in March 2033 (post refinancing period) at around 1.7x, due to a heavy capital spending program for Marcus Hook. The median DSCR is 2.10x. We estimate Compass will have about $319 million TLB outstanding at maturity in April 2029 and assume a fully amortizing debt structure in the refinancing period until 2043. "We view the target debt balance and cash flow sweep mechanism as a key credit protection against refinancing risk in 2029. We estimate about $20 million in cash flow sweeps for the last quarter of 2024 and an annual average of $55 million until maturity in April 2029. This leads to our forecast TLB balance at maturity of about $319 million (53% of issued TLB) or about 44% ($262 million) of the TLB repaid through cash flow sweeps. We forecast the project will sweep slightly below the target debt balance for the next few quarters and, by the end of 2025, the sweeps will exceed the required amount under the target debt balance, which we view as credit positive." For comparison, Compass swept $25 million-$30 million annually between 2019 and 2021, $40 million in 2022, and $66 million in 2023. The sweep in 2023 was abnormally high because the project received $19.5 million in a capacity performance bonus from PJM related to the winter storm in 2022. The portfolio also benefits from interest rate swaps, which lowers its effective SOFR rate by an average of about 60 bps until 2025 compared to its forecast SOFR curve. S&P said, "The stable outlook reflects our expectation that the project will achieve DSCR more than 2x over the TLB period with support from Marcus Hook's increased generation and stable contracted capacity revenues, which provide visibility until May 2030. We expect a minimum DSCR of about 1.7x in the refinancing period (2033) due to our assumption of major maintenance spending. We also factor in Marcus Hook's capacity factors, efficiency, and cost competitiveness, which will deteriorate after 2030 with the entry of renewable generation. We forecast TLB balance at maturity will be $319 million (53% of original TLB issue) with a median DSCR of 2.10x, which we view as a sustainable debt amount to maintain the 'BB-' senior secured rating." S&P will consider a negative rating action if expected minimum DSCR falls below 1.35x on a sustained basis. This could occur from: -- Weaker spark spreads, especially for Marcus Hook, and lower PJM capacity prices; -- Unplanned outages that reduce generation and capacity payments, while increasing operating costs; -- Economic factors that cause the power plants to dispatch less than our base-case expectation; or -- Debt paydown substantially lower than our expectation, leading to higher-than-expected debt balance at maturity. Meaningful deterioration of Marcus Hook credit profile as its creditworthiness caps the rating on Compass (currently does not limit the rating on Compass). While unlikely in the near term as the portfolio relies materially on a single, productive asset like Marcus Hook, S&P could raise the rating if: -- S&P expects the project will maintain a minimum base-case DSCR greater than 1.80x in all years, including the post-refinancing period; and -- S&P has a qualitative view that the project can be rated 'BB' given the project depends on a single asset and is exposed to inherent power price volatility, operational risk, and refinancing risk. S&P said, "We would expect such outcomes if the project's financial performance and debt repayment well exceed our forecast on a sustained basis. This could be due to improved energy margins, higher dispatch, and substantially improved capacity pricing, leading to lower-than-expected debt outstanding at TLB maturity, as well as a track record of decreasing debt per kW." CONNEXA SPORTS: Signs $19MM License Deal With Eternity Technology ----------------------------------------------------------------- Connexa Sports Technologies Inc. the 20% owner of Yuanyu Enterprise Management Limited, a Hong Kong-based entity focused on the global Love & Marriage sector, today announced that it has entered into an exclusive license agreement with Eternity Technology Limited, a UK-based entity, covering the UK and Switzerland, as well as major European markets including Austria, Belgium, Denmark, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. Building on an earlier term sheet, this agreement incorporates minimum payments to YYEM of more than $19 million across calendar years 2024 to 2026. "Over the past year, Connexa's management and board of directors has been working to secure meaningful enhancements in shareholder value. The acquisition of YYEM — in which Connexa currently holds a 20% ownership stake, and which ownership stake will increase to 70% subject to approval by Nasdaq — is part of that effort. This license agreement is the first in what is envisioned to be a series of similar agreements that YYEM will sign in the coming weeks that will globalize the YYEM business and clearly establish it as a leader in the emerging Love & Marriage sector through its patented AI-led matchmaking process. This reaffirms the strategic direction taken by Connexa's management and board earlier this year in acquiring YYEM, a company that has both a strong balance sheet and exciting growth prospects, which together will drive added value for our shareholders," commented Mike Ballardie, CEO of Connexa. "Having come to understand this emerging business sector in which YYEM operates, and in realizing the scope of their global growth opportunity, I am in no doubt that YYEM will provide all existing Connexa shareholders an opportunity to share in YYEM's future success," concluded Ballardie. YYEM operates in the emerging Love & Marriage market sector, where it owns significant proprietary intellectual property unique to this business sector, covering its licensees' online presence and underpinning their matchmaker operations. It owns six technologies related to the metaverse and five AI matchmaking patents, which together enable access to both Augmented Reality (AR) and Extended Reality (XR), enhancing its future revenue growth potential. YYEM's AI technology can also integrate with existing Big Data models and other larger AI models, such as Huawei Pangu 3, a feature designed to operationalize its AI and hone its technologies to create significant business value by helping its licensees deliver effective matchmaking services and helping their clients find successful life partnerships. YYEM has already proven its business model, with one licensee partner integrating YYEM's technology with their operations across a network of retail stores, the number of which is expected to grow substantially over the coming two years. Hongyu Zhou, Chairman of YYEM, commented, "I am delighted to have concluded this initial licensing agreement with our UK-based partners covering Europe. This is a key part of my vision to establish YYEM as a global leader in matching single adults for marriage and lifelong partnerships, the world over, through a unique AI-led matchmaker business model that combines online activities with retail store operations. Our existing license partner has already proven how successful this business model can be for our licensees, and we will now work closely with our new European licensee to help ensure the success of their matchmaking operations. It is a very exciting time for YYEM as we expand our business footprint globally, driving revenue growth that will, in turn, deliver significant value improvements for current and future YYAI shareholders." About Connexa Sports Headquartered in Windsor Mill, Maryland, Connexa Sports Technologies Inc. -- www.connexasports.com -- is a connected sports company delivering products, technologies, and services across a range of activities in sports. Connexa's mission is to reinvent sports through technological innovation driven by an unwavering focus on today's sports consumer. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since 2023, issued a "going concern" qualification in its report dated July 24, 2024, citing that the Company suffered an accumulated deficit of $(167,387,028), net loss of $(15,636,418), and decline in net sales. These matters raise substantial doubt about the Company's ability to continue as a going concern. Connexa Sports reported a net loss of $15.64 million for the year ended April 30, 2024, compared to a net loss of $71.15 million for the year ended April 30, 2023. CUSTOMIZED CLEANING: Seeks to Tap Strobl PLLC as Bankruptcy Counsel ------------------------------------------------------------------- Customized Cleaning Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ the Strobl PLLC as bankruptcy counsel. The firm will render these services: (a) represent the Debtor before the Bankruptcy Court; (b) advise the Debtor with respect to its power and duties in the continued management and operation of its business; (c) attend meetings and negotiate with representatives of the Debtor's creditors and other parties-in-interest; (d) take all necessary action to protect and preserve the Debtor's estate; (e) prepare on behalf of the Debtor all legal papers necessary to the administration of the estate; (f) negotiate and prepare on the Debtor's behalf a plan of reorganization, and all related agreements and/or documents, and take any necessary action on behalf of it to obtain confirmation of such plan; (g) represent the Debtor in connection with obtaining post-petition finacing, in the event financing becomes necessary during the pendency of this proceedings; (h) advise the Debtor in connection with any potential sale of assets, restructuring or recapitalization; (i) appear before this court, any appellate courts, taxing authorities and the United States Trustee, regulatory agencies of the State of Michigan and protect the interests of the Debtor's estates before such courts, agencies, and the United States Trustee; and (j) perform all other necessary legal services and all other necessary legal advice to the Debtor in connection with this Chapter 11, Subchapter V case. The firm's counsel and staff will be paid at these hourly rates: Lynn Brimer, Attorney $500 Pamela Ritter, Shareholder $400 Associates $250 - $300 Paralegal $140 - $185 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm also received a $10,170 pre-petition retainer from the Debtor and a filing fee of $1,738. Ms. Brimer 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: Lynn Brimer, Esq. Strobl, PLLC 33 Bloomfield Hills Pkway., Ste. 125 Bloomfield Hills, MI 48304 Telephone: (248) 540-2300 Facsimile: (248) 205-2786 Email: lbrimer@strobllaw.com About Customized Cleaning Services Customized Cleaning Services, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-02511) on September 25, 2024, with $500,001 to $1 million in both assets and liabilities. Strobl, PLLC represents the Debtor as legal counsel. CUT & FILL: Hires Accounting Freedom Ltd as Accountant ------------------------------------------------------ Cut & Fill, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Accounting Freedom, Ltd. as accountant. The firm will provide these services: a. preparation of payroll, payment of payroll and sales taxes; b. preparation and filing of federal and state tax returns; c. performance of all other accounting services for the Debtor; and d. preparation of monthly operating reports and preparation of payments as part of the Plan of Reorganization, which may be necessary herein; The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Accounting Freedom will be paid a retainer of $2,883. Fiona Fiore, a partner at Accounting Freedom, Ltd., 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: The firm can be reached through: Frank Fiore Accounting Freedom, Ltd. 469 N. Lake Street Mundelein, IL 60060 Tel: (847) 892-1597 Fax: (847) 949-8374 About Cut & Fill The Cut & Fill, LLC has operated a concrete business since 2019. Rachel McCuen, who serves as the company's managing and sole member, supervises the company's day-to-day operations in Volvo, Ill. Cut & Fill filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 24-13457) on Sept. 12, 2024, before Judge Timothy A. Barnes, listing $183,243 in total assets and $1,492,053 in total liabilities. Rachel McCuen, president, signed the petition. The Debtor tapped the Law Office of David R. Herzog, LLC as bankruptcy counsel. CUT & FILL: Hires Law Office of David R. Herzog LLC as Attorney --------------------------------------------------------------- Cut & Fill, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Law Office of David R. Herzog, LLC as attorney. The firm will provide these services: a. give the Debtor legal advice with respect to its duties, powers and responsibilities as a debtor-in-possession; b. assist the Debtor in the negotiation, formulation and drafting of a plan of reorganization; c. appear for, prosecute, defend and represent the Debtor's interests in matters arising in or related to this case; d. prepare all necessary pleadings, orders, applications, reports and other legal papers as may be necessary in connection with this case; and e. perform such other legal services as may be required. The firm will be paid based upon its normal and usual hourly billing rates. It will also be reimbursed for reasonable out-of-pocket expenses incurred. David R. Herzog, Esq., a partner at Law Office of David R. Herzog, 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: David R. Herzog, Esq. Law Office of David R. Herzog, LLC 53 W. Jackson Blvd., Suite 1442 Chicago, IL 60604 Tel: (312) 977-1600 Email: drh@dherzoglaw.com About Cut & Fill The Cut & Fill, LLC has operated a concrete business since 2019. Rachel McCuen, who serves as the company's managing and sole member, supervises the company's day-to-day operations in Volvo, Ill. Cut & Fill filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 24-13457) on Sept. 12, 2024, before Judge Timothy A. Barnes, listing $183,243 in total assets and $1,492,053 in total liabilities. Rachel McCuen, president, signed the petition. The Debtor tapped the Law Office of David R. Herzog, LLC as bankruptcy counsel. D.I.P. FOUNDATION: Jerrett McConnell Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq., at McConnell Law Group, P.A. as Subchapter V trustee for D.I.P. Foundation Inc. Mr. McConnell will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. McConnell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jerrett M. McConnell, Esq. McConnell Law Group, P.A. 6100 Greenland Rd., Unit 603 Jacksonville, FL 32258 Phone: (904) 570-9180 Email: info@mcconnelllawgroup.com About D.I.P. Foundation D.I.P. Foundation Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02977) on October 1, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Jason A. Burgess presides over the case. Bryan K. Mickler, Esq., at Mickler & Mickler represents the Debtor as legal counsel. DAB CONSTRUCTORS: Withdraws $3.9 Million COVID Relief Lawsuit ------------------------------------------------------------- John Woolley of Bloomberg Law reports that a Florida road construction company that declared bankruptcy and sued the U.S. for $3.96 million in claimed employee retention credits has decided to voluntarily withdraw its lawsuit. On October 15, 2024, DAB Constructors Inc. reached a joint agreement with the U.S. Department of Justice dismissing its claim that the IRS had not provided a tax refund it believed was owed under federal COVID-19 relief programs. The employee retention credit, established by Congress, is a refundable credit on qualified wages aimed at helping businesses retain employees during the pandemic. About DAB Constructors Inc. D.A.B. Constructors, Inc. provides construction services. The Company offers highway and street construction and asphalt services. It serves customers in the State of Florida. DAB Constructors Inc. sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-04053) on September 3, 2021. The Debtor is represented by: David S Jennis, Esq. Jennis Morse 606 East Madison Street Tampa, FL 33602 813-229-2800 Fax : 813-405-4046 Email: djennis@jennislaw.com Harris J. Koroglu, Esq. Shutts & Bowen LLP 200 South Biscayne Blvd., Ste. 4100 Miami, FL 33131 305-415-9080 Fax : 305-347-7888 Email: hkoroglu@shutts.com Brian G Rich, Esq. Berger Singerman LLP 313 North Monroe Street, Suite 301 Tallahassee, FL 32301 850-561-3010 Fax : 850-561-3013 Email: brich@bergersingerman.com DCS JANITORIAL: Unsecured Creditors Will Get 100% of Claims in Plan ------------------------------------------------------------------- DCS Janitorial, LLC d/b/a Dallas Cleaning Services filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Plan of Reorganization for Small Business dated September 10, 2024. The Debtor is a Pennsylvania corporation in the business of commercial janitorial cleaning in the Delaware Valley to both commercial and construction properties. The Debtor's assets include cash, mops, buffers, industrial cleaning supplies and household cleaning supplies. The business started in 2011 by Stephen Wilbanks. Mr. Wilbanks had considerable experience in commercial janitorial and cleaning for mostly commercial work. The company has some full time and part time employees based on the seasonal fluctuations in this business. The debtor's work concerns primarily charter schools, thus the seasonal fluctuations. The Debtor was forced to file this chapter 11 due to two main factors: (1) IRS liens against Debtor's accounts receivables; and (2) hard money lenders automatically withdrawing payments in the amount of approximately $6,000 each week from the debtor's bank account and/or the Debtor's receivables. The final Plan payment is expected to be paid in 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow operations. The Small Business Administration (SBA) is the only alleged secured creditor but has not provided proof of its alleged security interest. Should such security interest be provided, the Debtor will file a motion to strip the SBA alleged lien to the value of the Debtor's assets. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately administrative and priority claims 100%. This Plan also provides for the full payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. This Class shall be paid in full. This Class is unimpaired. The Debtor will fund the Plan from the income from its regular business operations. A full-text copy of the Plan of Reorganization dated September 10, 2024 is available at https://urlcurt.com/u?l=0yzeJ0 from PacerMonitor.com at no charge. Attorney for the Debtor: Maggie S. Soboleski, Esq. Center City Law Offices, LLC 2705 Bainbridge Street Philadelphia, PA 19107 Tel: (215) 620-2132 Email: msoboles@yahoo.com About DCS Janitorial, LLC d/b/a Dallas Cleaning Services DCS Janitorial, LLC a/k/a Dallas Cleaning Services, is a Pennsylvania corporation in the business of commercial janitorial cleaning in the Delaware Valley to both commercial and construction properties. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 24-12012) on June 12, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by CENTER CITY LAW OFFICES, LLC. DIAMOND SPORTS: Asks Court Okay to Rebrand from Bally Sports ------------------------------------------------------------ Jonathan Randles of Bloomberg News reports that bankrupt sports broadcaster Diamond Sports Group is seeking court approval to rebrand its Bally Sports local channels as FanDuel under a naming rights agreement with the betting giant. In a court filing on Tuesday, October 15, 2024, Diamond stated that it needs to make the rebranding now, coinciding with the beginning of the National Hockey League and National Basketball Association seasons, as its current Bally Sports agreement is set to expire at the end of the Major League Baseball season. About Diamond Sports Group Diamond Sports Group, LLC, and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90116) on March 14, 2023. In the petition signed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. DILLON'S MACHINE: Christine Brimm Named Subchapter V Trustee ------------------------------------------------------------ Gerard Vetter, Acting U.S. Trustee for Region 4, appointed Christine Brimm, Esq., as Subchapter V trustee for Dillon's Machine Shop, LLC. Ms. Brimm, a practicing attorney in Myrtle Beach, S.C., will be paid an hourly fee of $350 for her services as Subchapter V trustee and an hourly fee of $150 for paralegal services. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Brimm declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christine E. Brimm P.O. Box 14805 Myrtle Beach, SC 29587 Telephone: 803-256-6582 Email: cbrimm@bartonbrimm.com About Dillon's Machine Shop Dillon's Machine Shop, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 24-03540) on September 30, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Helen E. Burris presides over the case. Robert A. Pohl, Esq., represents the Debtor as legal counsel. DMD CUSTOM: Court Approves Continued Use of Cash Collateral ----------------------------------------------------------- DMD Custom Critical, Inc. got the green light from the U.S. Bankruptcy Court for the Northern District of Illinois to continue using cash collateral until Nov. 12. The order issued by Judge Donald Cassling approved the use of cash collateral to pay the company's operating expenses in accordance with its budget. The budget estimates a monthly gross income of $323,000. Key expenses include payments to contractors ($119,000), fuel costs ($73,500), and insurance premiums ($22,902), among others. The budget anticipates an estimated free cash amount of $7,691 after accounting for all expenses. The U.S. Small Business Administration will be granted replacement lien and security interest on the company's assets and will receive monthly payments as adequate protection. The next hearing is scheduled for Nov. 12. About DMD Custom Critical DMD Custom Critical, Inc. is a trucking company in Des Plaines, Ill., which provides expedited transportation services to all 48 states. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-10873) on July 26, 2024, with $874,500 in assets and $1,885,742 in liabilities. Ira Bodenstein serves as Subchapter V trustee. Judge Donald R. Cassling presides over the case. David P. Leibowitz, Esq., at Leibowitz, Hiltz & Zanzig, LLC represents the Debtor as legal counsel. DNT PROPERTY: Hires Raines Feldman Littrell LLP as Counsel ---------------------------------------------------------- DNT Property Investments LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Raines Feldman Littrell LLP, as counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties as debtor and debtor-in-possession in the continued management and operation of its business; b. taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, defense of any actions commenced against the estate, and negotiations concerning all litigation in which the Debtor may be involved, and any objections to claims filed against the Debtor's estate; c. attending meetings and negotiating with representatives of creditors and other parties in interest and advising and consulting on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in chapter 11; d. preparing motions, applications, answers, orders, reports, and other pleadings necessary to administer the Debtor's estate and assist the Debtor with operating in chapter 11; e. appearing before this Court and any other courts to protect the interest of the Debtor's estate; f. preparing and negotiating on the Debtor's behalf plan(s) of reorganization, disclosure statement(s), sale of assets, and all related agreements and/or documents and taking any necessary action on behalf of the Debtor to obtain confirmation; and g. performing any and all other necessary legal services and legal advice to the Debtor with the Chapter 11 Case. The firm will be paid at these rates: Jana S. Pail, Counsel $645 per hour Harry A. Readshaw, Counsel $605 per hour Sarah Wenrich $515 per hour Paralegal $400 per hou The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jana S. Pail 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: Jana S. Pail Esq., Esq. Raines Feldman Littrell LLP 11 Stanwix Street, 11th Floor Pittsburgh, PA 15222 Tel: (412) 899-6460 Email: jpail@raineslaw.com About DNT Property Investments DNT Property is primarily primarily engaged in renting and leasing real estate properties. DNT Property Investments LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-20530) on March 2, 2024, listing $1,235,000 in assets and $763,861 in liabilities. The petition was signed by Derrick Tillman as managing member. Judge John C. Melaragno presides over the case. Jana S. Pail, Esq. at WHITEFORD, TAYLOR & PRESTON LLP represents the Debtor as counsel. DURHAM HOMES: Hires Beighley Myrick Udell Lynne as Attorney ----------------------------------------------------------- Durham Homes USA LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Beighley, Myrick, Udell, Lynne & Zeichman, PA as attorney. The firm will provide these services: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiations with creditors in the preparation of a plan. The firm will be paid at these rates: Thomas G. Zeichman, Esq. $550 per hour Megan Pearl, Esq. $400 per hour Michael Seiger, Esq. $400 per hour Daniel Platzek, Esq. $400 per hour Paralegals $325 per hour Prior to the filing of this Application, the Firm was paid a fees retainer in the amount of $100,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas G. Zeichman, Esq., a partner at Beighley, Myrick, Udell, Lynne & Zeichman, PA, 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: Thomas G. Zeichman, Esq. Beighley, Myrick, Udell, Lynne & Zeichman, PA 2385 Executive Center Drive Suite 250 Boca Raton, FL 33431 Telephone: (561) 549-9036 Facsimile: (561) 491-5509 Email: tzeichman@bmulaw.com About Durham Homes USA LLC Durham Homes USA, LLC operates in the residential building construction industry. Durham Homes USA filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-16133) on June 20, 2024. In the petition signed by Johnny Martin Childress, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Aaron A. Wernick, Esq., at Wernick Law, PLLC serves as the Debtor's legal counsel. EATSTREET INC: Sec. 341(a) Meeting of Creditors on Nov. 12 ---------------------------------------------------------- EatStreet Inc. filed Chapter 11 protection in the Western District of Wisconsin. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 5,000 and 10,000 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 Nov. 12, 2024 at 2:00 p.m. in Room Telephonically. About EatStreet Inc. EatStreet Inc. is an independent online and mobile food ordering delivery service in the United States, based in Madison, Wisconsin. The Company provides online food ordering and contracted food delivery services to general consumers. EatStreet Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 24-12061) on October 11, 2024. In the petition filed by Steve Anastasi, as CEO, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Catherine J. Furay handles the case. The Debtor is represented by: MICHAEL BEST & FRIEDRICH LLP 790 N. Water Street, Suite 2500 Milwaukee WI 53202 Tel: 414-225-4972 E-mail: jmmertz@michaelbest.com ECI PHARMACEUTICALS: Seeks to Hire Moecker Auction as Auctioneer ---------------------------------------------------------------- ECI Pharmaceuticals LLC and BioRamo, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Moecker Auctions, Inc. as auctioneer. The Debtor needs an auctioneer to auction its property located at 5311 NW 35th Terraex, Fort Lauderdale, Florida. The firm will receive a commission of 18 percent of the gross sale price. David Dylan, an auctioneer at Moecker Auctions, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Dylan Moecker Auctions, Inc. 1885 Marina Mile Blvd., Suite 103 Fort Lauderdale, FL 33315 Telephone: (954) 252-2887 Facsimile: (954) 252-2791 Email: info@moeckerauctions.com About ECI Pharmaceuticals ECI Pharmaceuticals LLC is a specialty generic and branded pharmaceutical manufacturing and marketing company specializing in the manufacturing of non-sterile, solid oral dose products. The Debtor's business premises are located at 5311 NW 35th Terrace, Fort Lauderdale, Florida 33309. ECI Pharmaceuticals, LLC and BioRamo, LLC filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 24-14430) on May 3, 2024, listing up to $500,000 in assets and up to $10 million in liabilities. The case is jointly administered in Case No. 24-14430. Judge Scott M. Grossman oversees the cases. Aaron A. Wernick, Esq., at Wernick Law, PLLC serves as the Debtors' counsel. EDGIO INC: Court Approves Millbank as Bankruptcy Counsel -------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Milbank LLP has been approved to act as lead bankruptcy counsel for media content delivery company Edgio Inc. after it withdrew its representation of the company's officers and directors in ongoing shareholder litigation. On October 15, 2024, Judge Karen B. Owens of the U.S. Bankruptcy Court for the District of Delaware signed an order approving Edgio's application to retain Milbank in its Chapter 11 proceedings, resolving concerns initially raised by the Justice Department's bankruptcy monitoring program. About Edgio Inc. Edgio Inc. (NASDAQ: EGIO) helps companies deliver online experiences and content faster, safer, and with more control. Its developer-friendly, globally scaled edge network, combined with our fully integrated application and media solutions, provide a single platform for the delivery of high-performing, secure web properties and streaming content. Through this fully integrated platform and end-to-end edge services, companies can deliver content quicker and more securely, thus boosting overall revenue and business value. Edgio Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 24-11985) on Sept. 9, 2024 with a deal to sell its assets to lender Lynrock Lake Master Fund LP for a credit bid of $110 million, absent higher and better offers. The Hon. Karen B. Owens presides over the cases. Edgio disclosed $379,013,042 in total assets against $368,613,842 in total liabilities as of June 30, 2024. The Debtors tapped MILBANK LLP as general bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; TD SECURITIES (USA) LLC (d/b/a TD COWEN) as financial restructuring advisor; and RIVERON CONSULTING LLC as business advisor. C STREET ADVISORY GROUP is serving as strategic communications advisor to the Debtors. OMNI AGENT SOLUTIONS, INC., is the claims agent. EDGIO INC: Hires PWC US Tax as Tax Services Provider ---------------------------------------------------- Edgio, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ PWC US Tax LLP as tax compliance and tax consulting services provider. The firm will render these services: a. Transfer Pricing Documentation SOW: i. Workstream 1: Master File - PwC will work with Client to obtain the requisite factual information necessary to prepare a master file report for Client and its affiliates (collectively, the "Edgio Group") for the fiscal year ended December 31, 2023 ("2023") under the standards contained in the OECD Guidelines ("Master File"). ii. Workstream 2: U.S. Report - PwC will work with Client to obtain the requisite factual information necessary to prepare a U.S. transfer pricing documentation report for Client for 2023 under the standards contained in the Section 482 Regulations, IRC Section 6662 and the U.S. Treasury Regulations promulgated thereunder, and the OECD Guidelines ("U.S. Report"). iii. To meet the objective above, PwC will perform the following steps: 1. Industry Analysis. PwC will conduct research on Client's industry and Client's competitors to prepare a description of the industry in which Client operates. 2. Functional Analysis. This task will involve drafting a functional analysis based on interviews and other materials describing the functions, risks, assets, economic circumstances, and market conditions that could have an impact on the economic results for the Transfer Pricing Documentation. This section will also contain the factual representations on which the Transfer Pricing Documentation is based. 3. Transfer Pricing Methodologies. PwC will prepare a summary of relevant transfer pricing methodologies specified under the Section 482 Regulations and the OECD Guidelines for testing the Tested Transactions. 4. Economic Analysis. Based on the industry and functional analyses, analysis of the transfer pricing methodologies, and analysis of the relevant information, PwC will in consultation with Client identify the "best" or "most appropriate" methods for analyzing the Tested Transactions under the standards of the Section 482 Regulations and the OECD Guidelines, respectively. PwC will then conduct an economic analysis under the standards of the Section 482 Regulations and the OECD Guidelines that applies the "best" and "most appropriate" methods, respectively. 5. Tested Transactions. The Tested Transactions within the scope of this engagement include the provision of sales and marketing services, other administrative services, and/or research and development services by Client affiliates located in Canada and the United Kingdom (the "Edgio Affiliates") on behalf of the relevant Edgio entity in U.S. iv. Other Transfer Pricing Consulting Services - In the course of the project, PwC may identify new intercompany transactions or find that certain entities and/or intercompany transactions may require further examination. If this occurs, Client may request that PwC perform additional transfer pricing analyses beyond the scope of the project outlined above. Any additional analyses will be performed in accordance with the Section 482 Regulations and/or the OECD Guidelines. Client and PwC will jointly agree on any additional consulting services and the corresponding fees. b. Debt Analysis SOW 1: i. Convertible Note Analysis 1. PwC will determine whether the refinancing of the 2020 Convertible Note into the 2023 Convertible Note (the "Refinancing") is expected to be characterized as a significant modification under Treas. Reg. § 1.1001-3(e) (the "Significant Modification Rules"). As part of this analysis, PwC will be required to: i. Review original documents, tax returns, and / or tax workpapers to determine the adjusted issue price of the 2020 Convertible Note at the time of the Refinancing (the "Historic Analysis"). ii. Determine the yield to maturity of the 2023 Convertible Note and 2020 Convertible Note, as prescribed by the Significant Modification Rules, to determine whether the Refinancing results in a taxable exchange under the Significant Modification Rules. iii. To the extent the Refinancing results in a taxable exchange, compute the gain or loss upon the Significant Modification. This will require PwC to understand the trading price of the 2023 Convertible Notes and the amount of any cash paid in connection with the Refinancing (collectively, the "Significant Modification Analysis"). iv. To the extent the Refinancing results in a taxable exchange, compute the amount of unamortized debt issuance costs that should be currently deducted upon the Refinancing. v. Prepare amortization schedules for the 2023 Convertible Notes for original issue discount ("OID") or bond issuance premium ("BIP"), as the case may be. vi. Review costs incurred in connection with the issuance of the 2023 Convertible Note, and to the extent properly characterized as debt issuance costs ("DIC") prepare amortization schedules for such costs. (the "2023 Convertible Note Amortization Schedules"). 2. Provide an Excel workbook documenting the items discussed above, including support for technical positions taken within the workbook. 3. Assist the engagement team in reconciling book-to-tax differences based on the positions discussed above. ii. Term Loan Issuance Analysis 1. PwC will determine the issue price of the 2023 Term Loan, as required by section 1273(b). PwC will then prepare amortization schedules to amortize the resulting OID or BIP (the "2023 Term Loan Amortization Schedules"). 2. Review the quantum of debt issuance costs related to the 2023 Term Loan and prepare amortization schedules for such costs, including an analysis of whether such amounts are "de minimis" under section 1273. 3. Provide an Excel workbook documenting the items discussed, including support for technical positions taken within the workbook. 4. Assist the engagement team in reconciling book-to-tax differences based on the positions discussed above. iii. Debt-Equity Analysis 1. PwC will provide an opinion (the "Debt-Equity Opinion") analyzing the relevant debt to equity factors to conclude whether the 2023 Convertible Note and 2023 Term Loan are considered debt or equity for U.S. federal income tax purposes. c. Debt Analysis SOW 2: i. Based on conversations with Edgio management and publicly available information, gain an understanding of the 2023 Convertible Note, the 2023 Term Loan, and the Contingent Warrants. ii. Based on our understanding of the 2023 Convertible Note, the 2023 Term Loan, and the Contingent Warrants, prepare a memorandum analyzing whether the 2023 Convertible Note, the 2023 Term Loan, and the Contingent Warrants are more likely than not treated as stock for purposes of IRC section 382 under Treas. Reg. § 1.382-2T(f)(18)(iii) or Treas. Reg. § 1.382-4(d). The firm will be paid at these rates: The firm will be paid as follows: a. Transfer Pricing Documentation Services: The Transfer Pricing Documentation Services is a fixed fee arrangement, exclusive of expenses, whereby PwC US Tax has agreed to be paid as follows: Workstream 1 Master File $45,000 Workstream 2 U.S. Report $49,000 Total $94,000 Pre-Petition, PwC US Tax received $40,000 for services completed pre-petition and $54,000 remains to be invoiced in approved post petition fees. c. Debt Analysis Services 1: The Debt Analysis Services is a fixed fee arrangement, exclusive of expenses, whereby PwC US Tax has agreed to be paid $150,000. d. Debt Analysis Services 2: The Debt Analysis Services 2 is a fixed fee arrangement, exclusive of expenses, whereby PwC US Tax has agreed to be paid $125,000. Chad Thurston, a partner at PwC US Tax 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: Chad Thurston PwC US Tax LLP 100 East Pratt Street, Suite 2600 Baltimore, MD 21202-1097 Tel: (410) 783-7600 Fax: (410) 783-7680 About Edgio Inc. Edgio Inc. (NASDAQ: EGIO) helps companies deliver online experiences and content faster, safer, and with more control. Its developer-friendly, globally scaled edge network, combined with our fully integrated application and media solutions, provide a single platform for the delivery of high-performing, secure web properties and streaming content. Through this fully integrated platform and end-to-end edge services, companies can deliver content quicker and more securely, thus boosting overall revenue and business value. Edgio Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 24-11985) on Sept. 9, 2024 with a deal to sell its assets to lender Lynrock Lake Master Fund LP for a credit bid of $110 million, absent higher and better offers. The Hon. Karen B. Owens presides over the cases. Edgio disclosed $379,013,042 in total assets against $368,613,842 in total liabilities as of June 30, 2024. The Debtors tapped MILBANK LLP as general bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; TD SECURITIES (USA) LLC (d/b/a TD COWEN) as financial restructuring advisor; and RIVERON CONSULTING LLC as business advisor. C STREET ADVISORY GROUP is serving as strategic communications advisor to the Debtors. OMNI AGENT SOLUTIONS, INC., is the claims agent. EDGIO INC: Seeks to Hire PwC US Business as Accounting Advisor -------------------------------------------------------------- Edgio, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ PwC US Business Advisory, LLP as accounting advisor. The firm will perform accounting, valuation and tax advisory services for the Debtors. The firm will be paid at these rates: a. Accounting Advisory and Financial Reporting Services: Partner $958 per hour Director $819 per hour Senior Manager $725 per hour Manager $637 per hour Senior Associate $523 per hour Associate $412 per hour b. Valuation Services: Partner $958 per hour Director $819 per hour Senior Manager $725 per hour Manager $637 per hour Senior Associate $523 per hour Associate $412 per hour c. Valuation Services, including financial instruments: The Valuation Services, including financial instrument, is a fixed fee arrangement, exclusive of expenses, whereby PwC US Business has agreed to be paid between $40,000 and $45,000 for each of the update Valuation Dates of Mar 31, 2024, Jun 30, 2024, Sep 30, 2024, and Dec 31, 2024. d. Tax Advisory Services: The Tax Advisory Services is an hourly fee arrangement estimated to be between $10,000 to $20,000 for each interim quarter and $100,000 to $120,000 for year end. The hourly rates as follows: Partner $655 per hour Manager $437 per hour Senior Associate $370 per hour Associate $412 per hour Staff – Experienced $292 per hour Staff $281 per hour In the 90 days prior to the Petition Date, PwC US Business was paid $628,280 and PwC US Tax, an affiliated entity, was paid $98,500, none of which was on account of pre-petition retainers/prepayments. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Peter Wieghaus, a partner at PwC US Business Advisory, 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: Peter Wieghaus, Esq. PwC US Business Advisory, LLP 545 NW 26th Street, Suite 800 Miami, FL 33127 Tel: (305) 375-7400 About Edgio Inc. Edgio Inc. (NASDAQ: EGIO) helps companies deliver online experiences and content faster, safer, and with more control. Its developer-friendly, globally scaled edge network, combined with our fully integrated application and media solutions, provide a single platform for the delivery of high-performing, secure web properties and streaming content. Through this fully integrated platform and end-to-end edge services, companies can deliver content quicker and more securely, thus boosting overall revenue and business value. Edgio Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 24-11985) on Sept. 9, 2024 with a deal to sell its assets to lender Lynrock Lake Master Fund LP for a credit bid of $110 million, absent higher and better offers. The Hon. Karen B. Owens presides over the cases. Edgio disclosed $379,013,042 in total assets against $368,613,842 in total liabilities as of June 30, 2024. The Debtors tapped MILBANK LLP as general bankruptcy counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; TD SECURITIES (USA) LLC (d/b/a TD COWEN) as financial restructuring advisor; and RIVERON CONSULTING LLC as business advisor. C STREET ADVISORY GROUP is serving as strategic communications advisor to the Debtors. OMNI AGENT SOLUTIONS, INC., is the claims agent. ELECTROCORE INC: CFO Joshua Lev Holds 16,333 Common Shares ---------------------------------------------------------- Joshua S. Lev, Chief Financial Officer of electroCore, Inc. filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing direct beneficial ownership of 16,333 shares of Common Stock, along with stock options to purchase an additional 20,000 shares at $4.50 and 6,666 shares at $11.55. The filing reflects his beneficial ownership as of October 4, 2024, the date he assumed the role of Chief Financial Officer. A full-text copy of Mr. Lev's SEC Report is available at: https://tinyurl.com/y9bnz4rk About electroCore, Inc. electroCore, Inc. -- www.electrocore.com -- is a commercial-stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation technology platform. The Company's focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general well-being and human performance in the United States and select overseas markets. New York, NY-based Marcum LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 13, 2024, citing that the Company has experienced significant losses and cash used in operations and expects to continue to incur net losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ELEVENONE INC: Fine-Tunes Subchapter V Plan ------------------------------------------- Elevenone Inc. submitted a First Amended Plan of Reorganization under Subchapter V dated September 10, 2024. The Debtor is a corporation formed in December of 2021, but didn't begin generating revenue until March 1, 2023 as a restaurant operator and frachisee of Mooyah Burgers Fries Shakes. The Debtor is comprised of two owners which each hold a 50% ownership interest – John (Jake) Rightmyer, and Erin Rightmyer who is the spouse of Jake Rightmyer. Currently, the management is structured whereby Currently, the management is structured whereby John (Jake) Rightmyer assumes the General Manager role. The budget is set for 3 full time hourly shift managers. However, neither John (Jake) Rightmyer nor Erin Rightmyer receive a salary or take a draw. There are a total of 20 employees. In the fall of 2023, the MOOYAH corporation made an operational decision to change food distributors for all current restaurants. The terms of payment overlapped the current food distributor at the time causing the cash needed for 30 days of food payments to double. During the same time period, it was discovered that the IT company that controlled the Point of Sale System erroneously miscalculated the amount of sales tax being charged for each customer. The Debtor had been underpaying sales and use tax by 3.25% for over a six-month period and the State of TN was now expecting payment. The Debtor set up a payment plan; however, between the two major cash flow issues and the slow down in sales from the fall to winter season, the company couldn't keep up with expenses. Two high interest loans were acquired, along with a line of credit. It became clear that it needed to ask for a change in our terms from all loans, including our original SBA loan through Celtic Bank. None of the banks were willing to work with them on a plan; therefore, the company reached out to an attorney for guidance which led to the filing of Chapter 11. This Plan of Reorganization proposes to pay the creditors of the Debtor from future income of the Debtor. Like in the prior iteration of the Plan, the Debtor shall pay a pro rata distribution for a period of no more than 60 months from the Effective Date in equal monthly payments in the amount of $500 per month for a total amount of $30,000 for Class 4 Allowed Unsecured Claims. The Debtor anticipates the funds to meet the plan payments shall come from the daily operations of the Debtor's business. In the event the Plan is confirmed as a consensual plan pursuant to Section 1191(a) of the Bankruptcy Code, the Debtor shall make all required distributions under the Plan. In the event the Plan is confirmed as a non consensual plan pursuant to Section 1191(b) of the Bankruptcy Code, the Subchapter V Trustee shall make all required distributions under the Plan. A full-text copy of the First Amended Subchapter V Plan dated September 10, 2024 is available at https://urlcurt.com/u?l=JUe5RJ from PacerMonitor.com at no charge. Attorney for the Debtor: Jay R. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, Tennessee 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: jlefkovitz@lefkovitz.com About Elevenone Inc. ElevenOne, Inc. in Gallatin, TN, is a restaurant operator and frachisee of Mooyah Burgers Fries Shakes. The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 24-01556) on May 1, 2024, listing $313,460 in assets and $1,036,826 in liabilities. John C. Rightmyer as owner, signed the petition. Judge Charles M. Walker oversees the case. LEFKOVITZ & LEFKOVITZ serves as the Debtor's legal counsel. EMMAUS LIFE: Jon Kuwahara Named Board Member After CCO's Exit ------------------------------------------------------------- Emmaus Life Sciences, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 30, 2024, George Sekulich resigned as a member of the Board of Directors of the Company in connection with the termination of his employment as the Company's Chief Commercial Officer on October 4, 2024. At a meeting of the Board held on October 1, 2024, the Board appointed Jon Kuwahara to fill the resulting vacancy on the Board of Directors. The Board also appointed Mr. Kuwahara to serve as the Chair of the two-person Audit Committee of the Board. Mr. Kuwahara, 58, previously served as a director of Emmaus and as Chairman of the Audit Committee and a member of the Corporate Governance and Compensation Committees of the Board from January 2016 to September 2018. He has served as Vice President – Finance of Crinetics Pharmaceuticals, Inc. (NASDAQ: CRNX), San Diego, California, since August 2021. Prior to that time, Mr. Kuwahara served as Senior Vice President – Finance and Administration of Novus Therapeutics, Inc. (NASDAQ: NVUS), Irvine, California, from July 2016 to July 2021 and in senior finance and accounting positions with a number of other life sciences companies. Mr. Kuwahara is a Certified Public Accountant and holds a Bachelor of Business Administration, Accounting, degree from the University of Hawaii at Manoa, Honolulu, Hawaii. About Emmaus Life Sciences Emmaus Life Sciences, Inc. is a commercial-stage biopharmaceutical company engaged in the marketing and sales of the Company's lead product Endari (prescription grade L-glutamine oral powder), which is approved by the U.S. Food and Drug Administration, or FDA, to reduce the acute complications of sickle cell disease in adult and pediatric patients five years of age and older. Endari has received Orphan Drug designation from the FDA, which designation generally affords marketing exclusivity for Endari in the U.S. for a seven-year period ending in July 2024. San Diego, Calif.-based Baker Tilly US LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated July 2, 2024, citing that the Company has incurred recurring operating losses, including a net loss of $3.7 million for the year ended December 31, 2023, and had a working capital deficit of $50 million at December 31, 2023. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Emmaus Life Sciences reported a net loss of $3.7 million for the year ended December 31, 2023. As of March 31, 2024, Emmaus Life Sciences had $29.5 million in total assets, $83.2 million in total liabilities, and $53.6 million in total stockholders' deficit. ENVIVA INC: Amends Joint Chapter 11 Plan of Reorganization ---------------------------------------------------------- Enviva Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on October 4, 2024, the Company and its debtor affiliates filed the Amended Joint Chapter 11 Plan of Reorganization and a related Disclosure Statement with the U.S. Bankruptcy Court for the Eastern District of Virginia. The Amended Plan and the Amended Disclosure Statement describe, among other things: * the terms of the Debtors' proposed restructuring transactions set forth in the Amended Plan; the events leading to the Chapter 11 Cases; * certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Amended Plan from certain of the Debtors' creditors; and * certain other aspects of the Restructuring. The foregoing description of the Amended Plan and the Amended Disclosure Statement does not purport to be complete and is qualified in its entirety by reference to the Amended Plan and the Amended Disclosure Statement. Although the Debtors intend to pursue the Restructuring in accordance with the terms set forth in the Amended Plan, there can be no assurance that the Amended Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the Restructuring or any other similar transaction on the terms set forth in the Amended Plan, on different terms or at all. Bankruptcy law does not permit solicitation of acceptances of a proposed Chapter 11 plan of reorganization until the Bankruptcy Court approves a disclosure statement relating to such proposed plan. Pursuant to the Amended Plan, existing equity interests of the Company will be canceled and holders thereof will receive no recovery. Based on the terms of the Amended Plan, the Company will emerge from the Chapter 11 Cases as a private company not subject to reporting requirements under Sections 12 or 15 of the Securities Exchange Act of 1934, as amended. As a nonpublic company, the equity interests in the Company issued pursuant to the Amended Plan would not be listed on the New York Stock Exchange or any other stock exchange and there can be no assurance as to the development of or liquidity of any market for such securities. About Enviva Inc. Headquartered in Bethesda, Md., Enviva Inc. -- https://www.envivabiomass.com/ -- is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. Enviva exports its wood pellets to global markets through its deep-water marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party deep-water marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. Enviva Inc. and certain affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 24-10453) on March 13, 2024. In the petition signed by Glenn T. Nunziata, interim chief executive officer and chief financial officer, Enviva Inc. disclosed $2,893,581,000 in assets and $2,631,263,000 in liabilities. Judge Brian F. Kenney oversees the cases. The Debtors tapped Vinson & Elkins, LLP as general bankruptcy counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC as investment banker; Alvarez & Marsal Holdings, LLC as financial advisor; and Kurtzman Carson Consultants, LLC as notice and claims agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. ETIENNE ESTATES: Taps Goldberg Weprin Finkel Goldstein as Counsel ----------------------------------------------------------------- Etienne Estates at Washington, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Goldberg Weprin Finkel Goldstein LLP as counsel. The firm will render these services: (a) provide the Debtor with all necessary representation in connection with this Chapter 11 case; (b) represent the Debtor in all proceedings before the U.S. Bankruptcy Court and the Office of the U.S. Trustee; (c) review, prepare, and file all necessary legal papers as required in the Chapter 11 case; and (d) provide all other legal services required with respect to refinancing the debt, reconcile the amount of the secured claim held by JJAM Capital, and achieve confirmation of a plan of reorganization. The hourly rates of the firm's counsel and staff are as follows: Partners $685 Associates $275 - $525 The firm received a retainer of $12,000 from the Debtor. ` ` Kevin Nash, Esq., a member at Goldberg Weprin Finkel Goldstein, 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: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 125 Park Avenue, 12th Floor New York, NY 10017 Telephone: (212) 221-5700 About Etienne Estates at Washington Etienne Estates at Washington LLC holds title to real property located at 301 Washington Avenue, Brooklyn, New York valued at $6.3 million. Etienne Estates at Washington LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code IBankr. E.D.N.Y. Case No. 24-43203) on July 31, 2024. In the petition filed by Johanna M.L. Francis, manager, the Debtor disclosed total assets of $6,800,084 and total liabilities of $2,655,845. Honorable Bankruptcy Judge Nancy Hershey Lord handles the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's counsel. FINEST COACHBUILDING: Files for Chapter 11 Bankruptcy ----------------------------------------------------- Finest Coachbuilding Group LLC filed Chapter 11 protection in the District of Delaware. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Finest Coachbuilding Group LLC Finest Coachbuilding Group LLC, doing business as Radford Motors, specializes in the creation of bespoke, luxury vehicles. Finest Coachbuilding Group LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12327) on October 10, 2024. In the petition filed by Daniel Bednarski, as CFO/COO, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge John T. Dorsey handles the case. The Debtor is represented by: Thomas J. Francella, Jr., Esq. RAINES FELDMAN LITTRELL LLP 1200 N. Broom Street Wilmington, DE 19806 Tel: (302) 772-5805 FORGE FLIGHTWORKS: Gets Interim OK to Use Cash Collateral --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, granted Forge Flightworks, Inc. the authority to use cash collateral on an interim basis. The interim order authorized the company to use cash collateral for business expenses through Oct. 25, as outlined in a court-approved budget, with a 10% variance. According to the budget, the total projected expenses over the three-week period amount to $253,870.78. Expenses for the interim period include payroll, vendor payments, parts, and materials. To protect lienholders, the court ordered Forge Flightworks to maintain a positive balance in its debtor-in-possession (DIP) account. In addition, the court granted lienholders a replacement lien on future works in progress and required the company to make a one-time payment of $4,959 to Newtek Bank to reduce its principal debt. About Forge Flightworks Forge Flightworks Inc. -- https://www.forgeflightworks.com -- operates as an avionics service center. It installs, maintains, and repairs avionics systems, interiors, engines, and airframe systems for general aviation aircraft, business jets, twin turboprops, and single-engine piston airplanes. The company serves in the State of Tennessee. Forge Flightworks filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-03831) on October 4, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Van Mark Lee, chief executive officer, signed the petition. Judge Nancy B. King oversees the case. The Debtor is represented by Dunham Hildebrand Payne Waldron, PLLC. FREE SPEECH: Trustee Wants to Sell Jones' Social Media Accounts --------------------------------------------------------------- James Nani of Bloomberg Law reports that the bankruptcy trustee managing the liquidation of Alex Jones' assets has requested approval from the bankruptcy court to sell his personal social media accounts, as well as the rights to his book and video game. In a motion filed with the U.S. Bankruptcy Court for the Southern District of Texas on Tuesday, October 15, 2024, trustee Christopher Murray stated that Jones' 16 social media accounts, the rights to his book "The Great Reset: And the War for the World," and the video game "Alex Jones: NOW Wars” should be part of the ongoing sale of Jones' Infowars media empire. The trustee is tasked with liquidating both Jones' estate and that of Infowars' parent company, Free Speech Systems LLC, to address nearly $1.5 billion in defamation judgments resulting from Jones' claims that the 2012 Sandy Hook Elementary School shooting was a hoax. In September, a Houston bankruptcy court authorized Murray to begin auctioning off property related to Jones' Infowars media platform, including its intellectual property and studio production equipment, according to the auctioneer's website. Murray noted that Jones' personal intellectual property has drawn interest from potential bidders, and that incorporating it into the existing sale of Infowars assets would enhance recovery efforts. An auctioneer involved in selling the Infowars assets mentioned a significant number of inquiries from various parties, including media companies, supplement and other e-commerce businesses, as well as general investors. "The Trustee and his advisors have received interest from multiple parties in acquiring the Social Media Accounts specifically," the trustee stated on Tuesday. The social media accounts that may be available for sale include Jones' account on X, formerly known as Twitter, along with accounts on Gab, Telegram, and Truth Social, the platform created by former President Donald Trump. Jones Expected to Challenge Sale Jones argues that his personal social media accounts do not belong to the bankruptcy estate and therefore cannot be sold, according to his bankruptcy attorney, Vickie Driver of Elliott, Thomason & Gibson LLP, who spoke to Bloomberg Law via email on Wednesday. "They are unalienable personal property that cannot be separated from his name, image, and likeness," Driver stated. "Moreover, the contracts with the social media platforms stipulate that only Mr. Jones can manage his personal accounts; any third party attempting to do so would violate the terms and conditions, potentially exposing them to liability." In a video posted on his X account on Wednesday, Jones announced his intention to launch the "Alex Jones Network" in anticipation of the possible closure of Infowars on November 13, 2024, the scheduled auction date for the Infowars assets. "My guests, myself, my crew are the info-war," Jones said. "The info-war goes on no matter what happens to a website, or a shopping cart, or this equipment." Murray stated that he is only looking to sell the estate’s interests in the social media accounts, without attempting to license the use of Jones' persona or compel him to post content on those accounts, according to the motion. He noted that the social media accounts are "primarily" utilized by Jones to promote Infowars broadcasts and brand, as well as his books and video game, making them essential to the business of Free Speech Systems. "Alex Jones' Social Media Accounts are not the ordinary accounts of a private citizen, and the sale of the Jones bankruptcy estate's interests in the Social Media Accounts does not require Alex Jones to perform any personal services that would otherwise violate the 13th Amendment," the trustee's motion said. The liquidation follows the bankruptcy court's decision in June to convert Jones' personal Chapter 11 filing into a Chapter 7 and to dismiss Free Speech Systems' separate bankruptcy. This ruling enables the families of Sandy Hook victims and others to pursue their judgments in state courts. The Chapter 7 trustee is represented by Jones Murray LLP and Porter Hedges LLP. The case is Alexander E. Jones and Official Committee Of Unsecured Creditors, Bankr. S.D. Tex., No. 22-33553, emergency motion 10/15/24. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. FREIGHT MASTERS: Seeks Bankruptcy Protection in California ---------------------------------------------------------- Freight Masters USA filed Chapter 11 protection in the Central District of California. According to court filing, the Debtor reports between $100,000 and $500,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Freight Masters USA Freight Masters USA sought relief under Subchapter V of Chapter 11 on Oct. 10, 2024. In the petition filed by Antonio Martinez, Jr., as CEO, the Debtor estimated assets between $1 million and $10 million and estimated liabilities between $100,000 and $500,000. The Honorable Bankruptcy Judge Scott H. Yun handles the case. The Debtor is represented by: Andrew Bisom, Esq. LAW OFFICE OF ANDREW S. BISOM 300 Spectrum Center Drive, Ste. 400 Irvine, CA 92618 Tel: (714) 643-8900 E-mail: abisom@bisomlaw.com FTX TRADING: Ex Engineering Chief Wants to be Spared from Prison ---------------------------------------------------------------- Robert Burnson and Chris Dolmetsch of Bloomberg News report that Nishad Singh, the former engineering chief of the now-defunct cryptocurrency exchange FTX, has requested that a judge spare him from prison in connection with the exchange's collapse. In his plea, Singh cited his cooperation with the government in the case against FTX co-founder Sam Bankman-Fried. On October 16, 2024, Singh's legal team submitted a memo to a Manhattan federal judge, arguing for leniency at his sentencing on October 30, 2024. The memo highlighted Singh's limited involvement in FTX's downfall, his assistance to investigators, and his commitment to leading an "exemplary life." About FTX Trading Ltd. FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The official committee of unsecured creditors tapped Paul Hastings as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware and conflicts counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as investment banker. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FUNDIMENSION LLC: Hires Van Horn Law Group as Counsel ----------------------------------------------------- Fundimension LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, P.A. as counsel. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. The firm will be paid at these rates: Attorneys $450 per hour Law clerks, paralegals $150 per hour The firm was paid a retainer in the amount of $16,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Chad T. Van Horn, Esq, a partner at Van Horn Law Group, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Chad T. Van Horn, Esq. Van Horn Law Group, P.A. 500 NE 4th Street, Suite 200, Fort Lauderdale, FL 33301 Tel: (954) 765-3166 Email: chad@cvhlawgroup.com About FunDimension LLC FunDimension LLC offers a wide range of attractions including arcade games, laser tag, bumper cars, duckpin bowling, rock climbing, virtual reality, and an e-gaming. FunDimension LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20351) on October 4, 2024. In the petition filed by Joyce Alarcon-Frohman, as managing partner, the Debtor reports total assets of $514,619 and total liabilities of $1,773,782. Honorable Bankruptcy Judge Corali Lopez-Castro oversees the case. The Debtor is represented by: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 500 NE 4th Street, Suite 200 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 Email: chad@cvhlawgroup.com FUTURE LEGENDS 5: Seeks Bankruptcy Protection in Nevada ------------------------------------------------------- Future Legends 5 LLC filed Chapter 11 protection in the District of Nevada. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. About Future Legends 5 LLC Future Legends 5 LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Future Legends 5 LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-51031) on October 14, 2024. In the petition filed by Jeff Katofsky, as managing member, the Debtor reports estimated assets between $50 million and $100 million and estimated liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Hilary L. Barnes handles the case. The Debtor is represented by: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 1980 Festival Plaza Drive Suite 70 Las Vegas, NV 89135 Tel: (702) 262-6899 Email: baxelrod@foxrothschild.com G-FORCE POWERSPORTS: Starts Subchapter V Bankruptcy Process ----------------------------------------------------------- G-Force Powersports Inc. filed Chapter 11 protection in the District of South 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 be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 12, 2024 at 9:30 a.m. in Room Telephonically. About G-Force Powersports Inc. G-Force Powersports Inc. is a merchant wholesaler of motor vehicle and motor vehicle parts and supplies. G-Force Powersports Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 24-03718) on October 14, 2024. In the petition filed by Gary Fallon, as president, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Robert Pohl, Esq. POHL BANKRUPTCY, LLC 8 West McBee Avenue Suite 215 Greenville, SC 29601 Tel: 864-361-4827 Fax: 864-558-5291 E-mail: Robert@PohlPA.com GENEVA REPAIR: Gets Interim OK to Use Cash Collateral ----------------------------------------------------- Geneva Repair Shop, Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division to use the cash collateral of its secured creditors to pay operating expenses. The interim order penned by Judge Donald Cassling approved the use of cash collateral for the period from Sept. 28 to Oct. 31 in accordance with Geneva's budget . The budget shows total weekly expenses ranging from $7,300 to $9,050. These expenses include payroll, parts, and various operational costs. To protect the interests of secured creditors, the order stipulates several measures, including allowing creditors to inspect the company's books and records and requiring the company to maintain insurance on its assets. Additionally, the company must provide evidence of collateral upon request and ensure the proper maintenance of its business operations. The final hearing is set for Oct. 29. About Geneva Repair Shop Geneva Repair Shop, Inc. is a family-owned business offering an array of auto body collision services, custom paint, airbrushing and restoration projects. The company is based in Batavia, Ill. Geneva Repair Shop filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13878) on Oct. 17, 2023, with $1 million to $10 million in both assets and liabilities. Neema Varghese of NV Consulting Services has been appointed as Subchapter V trustee. Judge Donald R. Cassling oversees the case. David K. Welch, Esq., at Burke, Warren, Mackay & Serritella, PC represents the Debtor as legal counsel. GIMEXTECH COMPANY: Taps Financial Relief Legal Advocates as Counsel ------------------------------------------------------------------- Gimextech Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Financial Relief Legal Advocates, Inc. as general bankruptcy counsel. The firm will provide these services: (a) advise the Debtor with respect to the requirements of the Bankruptcy Court, the Federal Rules of Bankruptcy Procedure, and the Office of the United States Trustee; (b) advise the Debtor with respect to its rights; (c) advise the Debtor with respect to the rights and remedies of its bankruptcy estate and the rights, claims, and interests of creditors; (d) advise and consult with any special counsel employed in the representation of the Debtor in any adversary proceeding; (e) advise, consult, and represent the Debtor with such legal issues as are necessary concerning the use and disposition of property of the estate; (f) advise, consult, and procure the approval of a Disclosure Statement and Chapter 11 Plan and thereafter seek confirmation of the Chapter 11 Plan of Reorganization; and (g) apply to the court for employment of necessary professionals on behalf of the Debtor. John Bauer, Esq., the primary attorney in this representation, will be paid at his hourly rate of $350 plus out-of-pocket expenses incurred. The firm received a retainer in the amount of $17,500 from the Debtor's business funds. Mr. Bauer 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: John H. Bauer, Esq. Financial Relief Legal Advocates, Inc. 4501 Cerritos Ave., Suite 101 Cypress, CA 90630 Telephone: (714) 319-3446 Email: johnbhud@aol.com About Gimextech Company Gimextech Company, Inc., a company in Alhambra, Cal., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-17758) on September 24, 2024. The Debtor listed $4,425,000 in total assets and $6,682,419 in total liabilities as of Sept. 21, 2024, according to the petition signed by Faye Y Liu, secretary. Judge Julia W. Brand presides over the case. John Bauer, Esq., at Financial Relief Legal Advocates, Inc. represents the Debtor as bankruptcy counsel. GOLDWIN REALTY: Tarek Kiem of Kiem Law Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Tarek Kiem, Esq., at Kiem Law, PLLC as Subchapter V trustee for Goldwin Realty Inc. Mr. Kiem will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Kiem declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tarek Kiem, Esq. Kiem Law, PLLC 8461 Lake Worth Road, Suite 114 Lake Worth, FL 33467 Tel: (561) 600-0406 Email: tarek@kiemlaw.com About Goldwin Realty Goldwin Realty Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20231) on October 1, 2024, with up to $1 million in assets and up to $50,000 in liabilities. Judge Scott M. Grossman presides over the case. GOOD CHOICE: Seeks to Hire Bruner Wright as Bankruptcy Counsel -------------------------------------------------------------- Good Choice Vending, LLC, doing business as Southern Vending, seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Bruner Wright, PA to handle its Chapter 11 case. The firm's hourly rates are: Robert Bruner, Attorney $450 Byron Wright, III, Attorney $400 Samantha Kelly, Attorney $375 Paralegal $175 The firm received a retainer of $6,738 from the Debtor. Mr. Bruner 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: Robert C. Bruner, Esq. Bruner Wright, P.A. 2868 Remington Green Circle, Suite B Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 Email: rbruner@brunerwright.com About Good Choice Vending Good Choice Vending, LLC, doing business as Southern Vending, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-50151) on Oct. 5, 2024, listing under $1 million in both assets and liabilities. Judge Karen K. Specie oversees the case. Robert C. Bruner, Esq., at Bruner Wright, P.A. serves as the Debtor's counsel. GOPHER RESOURCE: S&P Raises ICR to 'B-' on Debt Refinancing ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on lead-battery recycler Gopher Resource LLC to 'B-' from 'CCC'. At the same time, S&P withdrew its 'CCC' issue-level rating and '3' recovery rating on the senior secured debt, which was repaid. The stable outlook reflects S&P's expectation that Gopher's operational stabilization initiatives will continue to yield positive results, leading to improved earnings, margins, and cash flows. Gopher recently completed a capital raise initiative that has eliminated near-term refinancing concerns and reduced gross debt. On Oct. 4, 2024, Gopher completed the refinancing of its capital structure with new (unrated) credit facilities, comprising of a $420 million term loan and a $30 million revolving credit facility. The company used net proceeds from the new term loan plus an additional equity investment from its financial sponsor, Energy Capital Partners (ECP), to repay part of its obligations, including the balance outstanding under its term loan due March 2025 (about $470 million as of June 30, 2024). The refinancing transaction extends Gopher's debt maturity profile to 2029 and alleviates pressure on its liquidity resources over the next 12 months. It also reduced debt by 12%-15% given the use of equity proceeds to partly fund some of the debt repayment. S&P expects lower debt levels, together with improving earnings, will lead to leverage strengthening to 6x-7x in fiscal 2024 (ending Dec. 30)) from 12.8x in fiscal 2023. S&P expects improved operating results after implementing stabilization initiatives the past few quarters. Two to three years ago, Gopher was unable to sustain annual production of about 300,000 tons due to a series of challenges at its production facilities. These challenges included labor availability, frequent equipment breakdowns, and disruptions from extreme weather. This depressed earnings because the company's high fixed costs make it sensitive to volume decline, and was further exacerbated by an inflationary environment. Within that same period, the company started to address the challenges through significant repair work and new equipment installation. Both facilities are also currently almost fully staffed and the company's investment in IT infrastructure and real-time process control initiatives have improved uptime reliability. Gopher also secured large price increases last year from its major customers to help combat inflationary pressures. As a result of these initiatives, S&P Global Ratings-adjusted EBITDA for first-half fiscal 2024 increased by about 45% compared to same period last year, while its margins of 18.3% for the first six months of 2024 compare favorably with 13% achieved in the same period last year. S&P expects this trend of strong results will continue over the next 12 months, as the company benefits from stable operations and additional price increases from upcoming contract renewals. Gopher remains well-positioned to benefit from a tight refined lead battery recycling market. Lead batteries are among the most recycled consumer product in the U.S., with a 99% recycling rate according to a study released last year by Battery Council International. With such supportive end-market demand and sticky customer relationships, the stabilization of operations at Gopher's production facilities positions the company to maintain its position as one of the top three battery recyclers in the U.S. The majority of the company's volumes are contracted, which provides good revenue visibility and stability. At the same time, the company is exposed to high customer concentration, with two customers accounting for more than 70% of volumes. However, these relationships are long tenured and sticky due to high switching costs for customers and limited battery recycling capacity. S&P said, "The stable outlook reflects our expectation that Gopher's operational stabilization initiatives will continue to yield positive results, leading to improved earnings, margins and cash flows. We expect adjusted debt to EBITDA of 6x-7x over the next 12 months." S&P could lower its rating on Gopher within the next 12 months if it considers the capital structure unsustainable in the long-term. In such a scenario, S&P would expect: -- Negative free cash flow; -- Liquidity deterioration; or -- Interest coverage below 1x. S&P could raise its rating on Gopher within the next 12 months if the company maintains stable operations without any major operating disruptions. In such a scenario S&P would expect: -- Positive free cash flow; and -- Leverage sustained below 5x with minimal risk of increasing leverage again. GREEN OUTDOOR SERVICES: Sec. 341(a) Meeting of Creditors on Nov. 18 ------------------------------------------------------------------- Green Outdoor Services LLC in the Eastern District of Arkansas. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A telemeeting of creditors under 11 U.S.C. Section 341(a) is slated for November 18, 2024 at 2:00 p.m. About Green Outdoor Services LLC Green Outdoor Services LLC is a limited liability company. Green Outdoor Services LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-13358) on October 15, 2024. In the petition filed by Thomas B. Green, as authorized representative of the Debtor, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Phyllis M. Jones handles the case. The Debtor is represented by: William F. Godbold IV, Esq. NATURAL STATE LAW PLLC 8201 Ranch Blvd., Ste. B-1 Little Rock, AR 72223 Tel: (501) 916-2878 Fax: (855) 415-8951 E-mail: william.godbold@natstatelaw.com GRIFFIN RESOURCES: Hires Clifford & Brown as Special Counsel ------------------------------------------------------------ Griffin Resources, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Clifford & Brown as special counsel. The firm's services include: a. serving as counsel in ongoing administrative actions and appeals before the Department of Conservation and the Office of Administrative Hearings affecting the Debtor and the oil and gas assets of the Estate; b. serving as counsel for the Debtor in a pending appeal from an order following judicial review of a previous administrative order issued by the California Geologic Energy Management Division; c. serving as counsel in ongoing civil litigation by and against Debtor related to the oil and gas assets of the Estate; d. assisting the Debtor with addressing and responding to ongoing regulatory issues affecting the Debtor's business operations and the assets of the Estate; e. representing the Debtor in an ongoing derivative action filed by Susan Broderick against the Debtor's manager, Stephen J. Griffin and incidentally against the Debtor as a nominal defendant; and f. advising and assisting the Debtor in connection with regulatory and administrative matters involving the Debtor's oil and gas producing assets and facilities; The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald C. Oldaker, Esq., a partner at Clifford & Brown, 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: Donald C. Oldaker, Esq. Clifford & Brown 1430 Truxtun Avenue 9th Floor Bakersfield, CA 93301 Tel: (661) 322-6023 Fax: (661) 322-3508 About Griffin Resources, LLC Griffin Resources is a manufacturer of animal foods. Griffin Resources, LLC in Camarillo, CA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Cal. Case No. 24-12873) on Oct. 2, 2024, listing $50 million to $100 million in assets and $100,000 to $500,000 in liabilities. Stephen J. Griffin as managing member, signed the petition. Judge Jennifer E Niemann oversees the case. WANGER JONES HELSLEY serve as the Debtor's legal counsel. GRITSTONE BIO: In Negotiations for Bankruptcy Plan Sponsor ---------------------------------------------------------- Dorothy Ma of Bloomberg Law reports that Gritstone Bio, a vaccine developer that recently filed for bankruptcy, is in discussions with potential investors to secure funding, according to the company's attorney during a court hearing on October 16, 2024. "We have had some conversations with several parties that might be interested in being a plan sponsor" who could "keep the company alive," said Debra Grassgreen, a lawyer at Pachulski Stang Ziehl & Jones, according to the report. Court documents revealed that the company has not yet secured any post-petition financing. However, during the hearing, a U.S. bankruptcy judge approved Gritstone's request to use cash collateral to cover wages and vendor payments. About Gritstone Bio Inc. Gritstone bio is developing next-generation vaccines for cancer and infectious disease. Gritstone's approach seeks to generate potent and durable immune responses by leveraging insights into the immune system's ability to recognize and destroy diseased ells by targeting select antigens. Gritstone Bio Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12305) on October 10, 2024. In the petition filed by Celia Economides, as chief financial officer, the Debtor reports total assets as of August 31, 2024 amounting to $124,885,479 and total debts as of August 31, 2024 amounting to $40,000,000. The Honorable Bankruptcy Judge Karen B. Owens handles the case. The Debtor tapped PACHULSKI STANG ZIEHL & JONES LLP as bankruptcy counsel; PRICEWATERHOUSECOOPERS LLP as financial advisor; and RAYMOND JAMES & ASSOCIATES, INC., as investment banker. FENWICK & WEST LLP is the corporate counsel. GROUP RESOURCES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Group Resources Acquisitions, LLC and its affiliates. About Group Resources Acquisitions Group Resources Acquisitions, LLC and its affiliates, Group Resources of Iowa, LLC and Employee Benefits Concepts, Inc. filed Chapter 11 petitions (Bankr. N.D. Ga. Case Nos. 24-59671, 24-59675 and 24-59673) on September 13, 2024. Another affiliate, Group Resources Incorporated, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 24-59729) on Sept. 16, 2024. The cases are jointly administered under Case No. 24-59671. At the time of the filing, Group Resources Acquisitions reported up to $10 million in assets and up to $50,000 in liabilities. Judge Sage M. Sigler oversees the cases. The Debtors are represented by Michael D Robl, Esq., at Robl Law Group, LLC. GUARDIAN HEALTHCARE: Court Okays Titusville Healthcare New Operator ------------------------------------------------------------------- Keith Gushard of Meadville Tribune reports that a new operating company is set to take over a Titusville nursing home later in October 2024 as part of a bankruptcy process. Titusville Healthcare and Rehabilitation Center, a 77-bed facility, is one of 11 leased skilled nursing homes being transferred by Guardian Healthcare to a new operator. Guardian, headquartered in Brockway, filed for Chapter 11 bankruptcy in July to restructure its debts. The company manages 19 nursing homes in western Pennsylvania, including the one in Titusville. On September 24, the U.S. Bankruptcy Court approved Guardian's plan to transfer the operations of its 11 leased skilled nursing facilities to Oxford Valley Health, located in Toms River, New Jersey. Guardian spokesperson Linda McDonough stated that the transfer of operations for the Titusville facility and 10 other locations is anticipated to be finalized later this month. The facilities being transferred include Walnut Creek Healthcare and Rehabilitation Center in Erie, Kinzua Healthcare and Rehabilitation Center in Warren, and Oil City Healthcare and Rehabilitation Center in Oil City. "Since these were leased facilities and Guardian Healthcare did not own the property, this is a transfer of the operations only without any financial consideration," McDonough said in a statement. A U.S. Bankruptcy Court hearing is scheduled in the third week of October 2024 to review Guardian's request to sell its eight owned skilled nursing facilities. When Guardian filed for bankruptcy in July 2024, it cited severe financial struggles within the skilled nursing industry in recent years. "Factors that led to this (bankruptcy) action include lingering effects of COVID, labor shortages, rising wage inflation, increased reliance on high-cost agency labor, inadequate Medicaid reimbursement and mounting provider assessments in Pennsylvania," Guardian said in a statement. About Guardian Healthcare Guardian Healthcare LLC, doing business as Richland Healthcare and Rehabilitation Center, provides healthcare services. The Company offers services including case management, nursing, wound care, residential healthcare, occupational therapy, speech therapy, and mental health care. Guardian Healthcare serves patients in the United States. Guardian Elder Care at Johnstown, LLC, doing business as Richland Healthcare and Rehabilitation Center, along with 19 affiliated entities sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-70299) on July 29, 2024. In its petition, the Lead Debtor reports estimated assets and liabilities between $1 million and $10 million. The Debtors tapped SAUL EWING LLP as counsel; and EISNER ADVISORY GROUP LLC financial advisor. OMNI AGENT SOLUTIONS is the claims agent. GUNNISON VALLEY: Gets OK to Hire Charles A. Peterson as Appraiser ----------------------------------------------------------------- Gunnison Valley Properties, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Charles A. Peterson & Associates, LLC as appraiser. The Debtor needs an appraiser to value its 5-acre parcel located in Gunnison, Colorado. The firm will charge a flat fee of $1,500 for its services. In the event additional work related to the valuation of the 5-acre parcel is required, it will charge $150 per hour. Charles Peterson, a certified general appraiser at Charles A. Peterson & 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 through: Charles A. Peterson Charles A. Peterson & Associates, LLC Gunnison, CO Telephone: (970)-641-3910 Email: cpeterson85331@roadrunner.com About Gunnison Valley Properties Gunnison Valley Properties LLC in Louisville, Colo., sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-15052) on Aug. 28, 2024, listing $50 million to $100 million in assets and $10 million to $50 million in liabilities. Byron Chrisman, manager, signed the petition. Judge Joseph G. Rosania Jr. oversees the case. Onsager | Fletcher | Johnson | Palmer LLC serves as the Debtor's legal counsel. HAMMOCK COMMUNITIES: Starts Subchapter V Bankruptcy Process ----------------------------------------------------------- Hammock Communities Inc. filed Chapter 11 protection in the Middle District of Florida. 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 be available to unsecured creditors. About Hammock Communities Inc. Hammock Communities Inc., doing business as HC Builds, specializes in creating unique residential communities, they offer a range of housing options for individuals and families looking to settle in the area. Hammock Communities Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03101) on October 15, 2024. In the petition filed by Richard J. Smith, as president, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Jason A. Burgess handles the case. The Debtor is represented by: Scott W. Spradley, Esq. THE LAW OFFICES OF SCOTT W. SPRADLEY P.O. Box 1 301 S. Central Avenue Flagler Beach, FL 32136 Tel: 386-693-4935 E-mail: scott@flaglerbeachlaw.c HAOB HORIZONTAL: Hires VIP Accounting & Business as Accountant -------------------------------------------------------------- Haob Horizontal Drilling, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ VIP Accounting & Business Consulting, LLC as accountant The firm will provide these services: a. monthly accounting services; b. bookkeeping, sales taxes files, payroll management; c. monthly financial statements preparation; d. tax planning; e. monthly operation reports; f. budget; g. financial report; h. business income tax preparation for the business; and i. annual registered agent services. VIP Accounting & Business Consulting will be paid at $350 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Vitor Bidart, a partner at VIP Accounting & Business Consulting, 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: Vitor Bidart VIP Accounting & Business Consulting, LLC 2255 Glades Rd Ste 122A Boca Raton, FL 33431, Tel: (954) 228-2410 Fax: (954) 228-2411 Email: vitor.bidart@VipBusiness.com r About Haob Horizontal Drilling, LLC HAOB Horizontal Drilling LLC is a limited liability company. HAOB Horizontal Drilling LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-17240) on July 19, 2024. In the petition filed by Otoniel A. Pinho, as president, the Debtor reports total assets of $1,595,296 and total liabilities of $2,120,263. The Honorable Bankruptcy Judge Laurel M. Isicoff handles the case. The Debtor is represented by: Timothy S. Kingcade, Esq. KINGCADE, GARCIA & MCMAKEN, P.A. 1370 Coral Way Miami, FL 33145 Tel: (305) 285-9100 Email: scanner@miamibankruptcy.com HARVEY LANDHOLDINGS: Todd Hennings Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Todd Hennings, Esq., at Macey, Wilensky & Hennings, LLP as Subchapter V trustee for Harvey Landholdings LLC. Mr. Hennings will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hennings declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Todd E. Hennings, Esq. Macey, Wilensky & Hennings, LLP 5500 Interstate North Parkway, Suite 435 Sandy Springs, GA 30328 Phone: (404) 584-1222 Email: info@joneswalden.com About Harvey Landholdings Harvey Landholdings LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-60343) on Sept. 30, 2024, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Donald K. Harvey as manager. The Debtor is represented by Leslie Pineyro, Esq., at Jones & Walden, LLC. HIS MAJESTY'S WORK: Unsecureds to Split $5K via Quarterly Payments ------------------------------------------------------------------ His Majesty's Work, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Plan of Reorganization dated September 10, 2024. The Debtor is a Michigan Corporation operating an Auntie Anne's Pretzel Franchise out of the Genesee Valley Mall in Flint Township, Michigan. Its shareholders are William & Tina Etter who started the business in 2015. The Debtor's problems started with the Covid Pandemic which effectively closed their business when the mall shut down as the result of government order. This complete loss of revenue caused the default of all existing obligations. In an effort to stay afloat they borrowed nearly $500,000 from the SBA. As the lockdown was lifted, the Debtor was unable to make ends meet and looked to "MCA" Lenders to ease the strain. As these MCA loans came due their required debt service strangled the Debtor. Faced with new defaults and no other avenues to resolve its debt, the Debtor filed the instant Chapter 11. Post-petition, the Debtor has taken steps to improve its bottom line. These changes support the financial projections prepared by the Debtor. These changes have also resulted in profitability for the Debtor post petition and are reflected in the monthly operating reports filed with the Court. Class 6 consists of Unsecured Creditors. The total amount of unsecured debt totals $602,474. The Class 6 claims of unsecured creditors consists of general unsecured creditors and deficiency claims owed to secured creditors and shall be paid the sum total of $5000 which each creditor shall share on a pro rata basis. These funds shall be paid in 16 quarterly installments of $313 with the first payment due 12 months from confirmation. This Class is impaired. The Debtor has attached its summary of post-confirmation financial projections for the life of the Plan. These projections are based on: * The Debtor's post petition performance. * The changes to its business made by the Debtor. * The Debtor's knowledge of the industry and this market. A full-text copy of the Plan of Reorganization dated September 10, 2024 is available at https://urlcurt.com/u?l=UidbIZ from PacerMonitor.com at no charge. Counsel to the Debtor: George E. Jacobs, Esq. Bankruptcy Law Offices 2425 S. Linden Rd., Ste. C Flint, MI 48532 Tel: (810) 720-4333 E-mail: George@bklawoffice.com About His Majesty's Work His Majesty's Work, Inc. is a Michigan Corporation operating an Auntie Anne's Pretzel Franchise out of the Genesee Valley Mall in Flint Township, Michihgan. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-31101) on June 13, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D. Applebaum presides over the case. George E. Jacobs, Esq. at Bankruptcy Law Offices, is the Debtor's counsel. HISTOGEN INC: Proposes Technical Revisions to Subchapter V Plan --------------------------------------------------------------- Histogen Inc. submitted a Subchapter V Plan, with technical revisions, dated September 10, 2024. This Plan provides for a liquidation of Histogen and its assets for the benefit of Holders of Allowed Claims and Equity Interests. Through this Plan, Histogen will establish a Winddown Debtor, administered by the Plan Administrator, into which will flow: (i) all Cash; (ii) the Retained Causes of Action; and (iii) all other Residual Assets. As part of its negotiations with the U.S. Trustee with respect to retaining Armanino, the Debtor agreed to add a second board member, Ms. Knudson. On June 20, 2024, the existing Board passed a resolution naming Ms. Knudson to the Board and appointed her Chairperson. On June 21, 2024, the Debtors filed a motion for authority to pay Ms. Knudson a fee of $5,000 per month. This motion was granted on July 9, 2024. The Plan is structured to support the distribution of the Debtor's Assets to stakeholders in accordance with the priority schemes of the Bankruptcy Code. The Debtor believes that there are sufficient Assets to satisfy creditors in full, and result in a liquidating distribution or dividend to Histogen stockholders. Like in the prior iteration of the Plan, each Holder of an Allowed General Unsecured Claim in Class 3 shall receive Cash in the full amount of such General Unsecured Claim, with interest from the Petition Date at the Contract Rate, except to the extent that the Holder of the Allowed General Unsecured Claim agrees to payment on deferred or other such terms. Each holder of an Allowed Equity Interest in Class 4 shall receive one or more Distributions on a Distribution Date, as determined by the Plan Administrator, in an amount equal to its Pro Rata Share of the Available Cash remaining after payment of Allowed Claims in Classes 1, 2, and 3, Allowed Administrative Claims, and Allowed Priority Tax Claims. The source of funds to achieve Consummation and to carry out the Plan shall be the Available Cash, the Reserves, and any Residual Assets. Except as otherwise provided herein, on the Effective Date, the Wind Down Assets shall vest in the Estate of the Wind-Down Debtor, free and clear of all Claims, liens, charges, other encumbrances and Interests. On and after the Effective Date, the Plan Administrator may use, acquire, or dispose of the Wind Down Assets and compromise or settle any Claims without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. A full-text copy of the Subchapter V Plan dated September 10, 2024 is available at https://urlcurt.com/u?l=KlNLor from PacerMonitor.com at no charge. Counsel to the Debtor: Eric D. Goldberg, Esq. DLA Piper LLP (US) 2000 Avenue of the Stars Suite 400 North Tower Los Angeles, CA 90067-4735 Telephone: (310) 595-3000 Facsimile: (310) 595-3300 Email: eric.goldberg@us.dlapiper.com david.riley@us.dlapiper.com About Histogen Inc. Histogen Inc. is engaged in the research and development of regenerative medicine. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-01357) on April 18, 2024, with $3,625,752 in assets as of January 31, 2024 and $207,344 in liabilities as of January 31, 2024. David M. Maggio, chief executive officer, signed the petition. The Debtor tapped Eric D. Goldberg, Esq. and David M. Riley, Esq. at DLA PIPER LLP (US) as bankruptcy counsel; and ARMANINO LLP as financial advisor. HISTORIC TIMBER: Gets Court OK to Use Cash Collateral Until Nov. 15 ------------------------------------------------------------------- Historic Timber & Plank, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Illinois to use the cash collateral of its secured creditors to pay its operating expenses. The interim order approved the use of cash collateral of the Internal Revenue Service and First Bank of the Lake for the period from Sept. 30 to Nov. 15. Historic Timber & Plank must strictly adhere to the approved budget, and any non-compliance or default could terminate its right to use cash collateral. The IRS holds tax liens totaling $352,175, while FBOL is owed around $5.24 million under a promissory note secured by the company's assets. To protect the secured creditors, the court granted them replacement liens on post-petition assets and ordered the company to make monthly payments of $4,000 to FBOL. The next hearing is scheduled for Nov. 14. About Historic Timber & Plank Historic Timber & Plank, Inc., a company in Jerseyville, Ill., filed Chapter 11 petition (Bankr. S.D. Ill. Case No. 24-30423) on June 28, 2016, with $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Joseph Adams, president of Historic Timber & Plank, signed the petition. Judge Laura K. Grandy oversees the case. Desai Law Firm, LLC serves as the Debtor's bankruptcy counsel. HURRICANE CREEK: Unsecureds to Get 17 Cents on Dollar in 36 Months ------------------------------------------------------------------ Hurricane Creek LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization for Small Business dated September 10, 2024. The Debtor is a limited liability company. Since 2017, the Debtor has operated a country-music themed bar and restaurant. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $36,000.00. The final Plan payment is expected to be paid on December 15, 2027. The financial projections support that the Debtor will have on average, the ability to dedicate $1,000 monthly to payment of general unsecured creditors. Disposable income is projected to be higher in some months than in others, according to seasonal fluctuations, and will rely upon income from busier months to support plan payments in slower months. This Plan of Reorganization proposes to pay creditors of the Debtor from revenues earned from the sale of food and beverages. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 17 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. If the Plan is consensually confirmed, Debtor will pay $1,000.00 monthly for 36 months, divided pro rata among allowed general unsecured claims, commencing on January 15, 2025, with the final payment due on December 15, 2027. Debtor projects a dividend of 17 cents on the dollar for general unsecured creditors under a consensual plan. If the Plan is confirmed non-consensually, it is projected that administrative expenses will consume the disposable income of the Debtor, leaving little to no dividend to the general unsecured creditors. Class 3 is impaired. Class 4 consists of Equity security holders of the Debtor. Randy Bennett, the sole equity interest holder, shall retain his full equity interest as existed on the Petition Date. The Reorganized Debtor will continue to operate. Except as set forth in this Plan, all cash in excess of operating expenses generated from operation through the Effective Date will be used for Plan Payments or Plan implementation. Cash on hand as of Confirmation shall be used first to pay Administrative Expenses. A full-text copy of the Plan of Reorganization dated September 10, 2024 is available at https://urlcurt.com/u?l=ihytTG from PacerMonitor.com at no charge. About Hurricane Creek Hurricane Creek, LLC has operated a country-music themed bar and restaurant. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02935) on June 12, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Judge Tiffany P. Geyer presides over the case. Michael Faro, Esq., at Faro & Crowder, PA represents the Debtor as legal counsel. ILLINOIS HOUSING: S&P Affirms 'BB' Rating on 2005 Revenue Bonds --------------------------------------------------------------- S&P Global Ratings revised the outlook to negative and affirmed its 'BB' long-term rating on the Illinois Housing Development Authority's series 2005 multifamily housing revenue bonds, issued for Preservation Housing Management and Crestview Preservation Associates L.P.'s Crestview Village apartments project. "The negative outlook reflects our view that the rating could be lowered within the next year as the credit transitions toward a lower rating cap due to our projection that assets will be insufficient to cover the final bond maturity on Sept. 15, 2037," said S&P Global Ratings credit analyst Caroline West. The bonds are backed by a mortgage loan that is secured by an irrevocable standby Fannie Mae credit enhancement facility. "While the mortgage loan benefits from the very strong credit quality of the Fannie Mae credit enhancement facility, in our view, revenue from mortgage debt service payments and investment earnings will be insufficient to cover full and timely debt service on the bonds plus fees in a timely manner through maturity," added Ms. West. ILUMIVU INC: Hires Moon Wright & Houston as Bankruptcy Counsel -------------------------------------------------------------- Ilumivu Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Moon Wright & Houston as bankruptcy counsel. The firm's services include: a. providing legal advice with respect to its powers and duties as debtor in possession in the continued operation of its business affairs and management of its properties; b. negotiating, preparing, and pursuing confirmation of a Chapter 11 plan and approval of a disclosure statement (if applicable), and all related reorganization agreements and/or documents; c. preparing necessary applications, motions, answers, orders, reports, and other legal papers on behalf of the Debtor; d. representing the Debtor in litigation arising from or relating to the bankruptcy estate; e. appearing in court to protect the interests of the Debtor; and f. performing all other legal services for the Debtor that may be necessary and proper in the Chapter 11 proceeding. The firm will be paid at these rates: Richard S. Wright $575 per hour Andrew T. Houston $550 per hour Caleb Brown $375 per hour Shannon L. Myers (Paralegal) $185 per hour Jaime Schaedler (Assistant) $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard S. Wright, Esq., a partner at Moon Wright & Houston, 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: 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 About Ilumivu Inc. Ilumivu Inc. is a digital therapeutics company founded in 2009 to help those struggling with mental and behavioral health issues. The ivu platform combined with mEMA is a robust, patient centered, software platform designed to capture rich, multimodal behavioral data streams through user engagement. Ilumivu Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 24-10169) on Sep. 16, 2024. In the petition filed by Lauren Flickinger, as CEO, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. 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 INMAR INC: Fitch Assigns 'B+' First-Time LT IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has assigned Inmar, Inc. a first-time Long-Term Issuer Default Rating (IDR) of 'B+'. The Rating Outlook is Stable. Fitch has also assigned issue-level ratings of 'BB' with a Recovery Rating of 'RR2' to the senior secured revolver and term loan. Inmar's 'B+' IDR is supported by its recurring revenue base and longstanding relationships with a diversified client base. Its net retention has exceeded 100%, indicating low churn. However, its scale and leverage constrain the rating. Inmar has historically generated EBITDA below $250 million, a benchmark that indicates sufficient scale to support a rating in the 'BB' category. Fitch expects leverage to reach 4.9x by the end of 2024, which is in line with the 'B+' rating. The company's adjusted EBITDA is higher than Fitch's calculation due to add backs for material one-time items, which Fitch did not include. Key Rating Drivers Contracts Drive Recurring Revenue: Inmar benefits from having 77% of its revenue mix under contract. This includes 25% for Software-as-a-Service (SaaS), Data-as-a-Service (DaaS), and Fixed Fee revenue with the remaining 52% for contracted variable agreements. Contracted revenue has grown steadily from 70% in 2021 to current levels. High Customer Retention: Inmar's solutions are embedded in many customers' workflows, and 60% of customers use multiple Inmar products. Both factors increase stickiness of the client base. The company has seen 100%+ net retention across all three segments, highlighting limited churn and strong upsell performance as a result of their land-and-expand strategy. Moderate Leverage: Leverage is moderate but in line with other 'B+' rated firms, with Fitch-projected leverage of 4.9x at the end of 2024. Fitch expects leverage to further decline to 4.0x through 2027 as Inmar sees single-digit revenue growth with limited EBITDA margin expansion. The company has committed to maintaining net EBITDA leverage below 5.0x. It expects to have sufficient liquidity consisting of $30 million in cash on the balance sheet and full availability under the $150 million revolving credit facility at transaction close. Diversified, Longstanding Relationships: Inmar's products have established positions across their respective markets, leading to uptake and use by 40k+ retailers, 50k+ pharmacies, and 90% of consumer packaged goods (CPG) companies in the U.S. Within retail customers, technology and data offerings are embedded in existing workflows related to incentive settlement and returns processing, which increases switching costs. Inmar has 19.000+ customers, with relationships with its top 10 customers averaging 20 years. No single customer contract accounts for more than 5% of total revenue and the top 10 customers account for roughly 25% of total revenue. Resilience Through Economic Cycles: The company's revenue has held up well during past economic recessions, declining only slightly in 4Q 2008 and mid-2020 during the Financial Crisis and COVID-19 pandemic, respectively. This is a result of customer reliance on Inmar products and the contracted nature of revenue. Healthcare and some CPG and retail customers benefit from relatively inelastic products, limiting contract cancellations and the impact of economic cycles on Inmar. Additionally, incentive and loyalty offerings are typically increased to incentivize consumer spending during recessionary periods, further highlighting the resilient demand for Inmar's services. Strong FCF Potential: While historically volatile, Inmar has the ability to generate strong FCF margins moving forward as a result of minimal working capital and capital investment requirements in combination with EBITDA that is expected to scale materially over the near term. The company's FCF profile is attractive as a result of contracted revenues and low 20% EBITDA margins. Fitch projects FCF of $62 million in 2024 with expectations of growth to $113 million by 2027 Diversification of Business Lines: Inmar's Healthcare segment provides diversification from Marketing Technology. It provides logistical and compliance solutions to 10,000+ pharmacies and hospitals, handling over 85% of all drug returns in the U.S. and completing 38,000 hospital visits to perform compliance services. The Healthcare segment has historically had net retention of 100%. This provides diversification from more cyclical end-markets including retail. Exposure to uncorrelated end-markets provides credit protection in the event of competitive or secular pressures in either segment. Derivation Summary Inmar's credit profile is supported by long-term contracts, net retention rates above 100%, and a diversified long-standing client base. In past economic contractions Inmar's revenue has held up better than the broader economy, in part because consumers take advantage of coupons and loyalty programs in a downturn and also because retailers and brands continue to try and win customers. The company's Rx business segment provides a non-correlated revenue stream that is also resistant to short-term revenue contraction. Inmar's leverage is comparable with other service companies with a 'B+' rating. Fitch does not rate direct competitors of Inmar. Its peers in terms of credit metrics typically have leverage below 4.5x. NielsenIQ (B+/Stable) competes in the consumer research segment but does not operate loyalty programs or a coupon clearinghouse. NielsenIQ recently acquired GfK in a debt-funded transaction that pushed its leverage higher than Inmar's. Inmar's core business model depends on transaction volumes, although it has been expanding its data-based marketing offerings. This provides additional diversification and credit support. Key Assumptions - Organic revenue growth of about 5% for 2025, declining in the outer years of the forecast; - EBITDA margins of 23%, expanding slightly year-over-year as the business grows; - CapEx relatively constant as a percentage of revenue; - Cash taxes low in the initial years of the forecast based on prior years' operating losses Recovery Analysis The recovery analysis assumes that Inmar would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Inmar's GC EBITDA assumption an output of the analysis, not a starting point or input that drives the recovery analysis. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. A distressed scenario is envisioned in which several material clients of Inmar leave and the property life cycle business continues to lose money. Lower revenue also results in margin compression. These assumptions result in a GC EBITDA estimate of $170 million. An enterprise value (EV)/EBITDA multiple of 6.0x is used to calculate a post-reorganization valuation, above the 5.5x median TMT emergence EV/forward EBITDA multiple. The 6.0x multiple is below recovery assumptions that Fitch employs for data analytics companies with high recurring revenue streams and in line with other business services firms. The multiple is further supported by Fitch's positive view of the company's recurring revenues and its proprietary data, which would be attractive to distressed investors. Recent acquisitions in the data and analytics subsector have occurred at attractive multiples in the range of 10x-20x+. Current EV multiples of public data analytics companies trade even higher. Fitch assumes a fully drawn revolver in its recovery analysis, as credit revolvers are tapped as companies approach distress situations. The recovery analysis results in a 'BB'/'RR2' issue and Recovery Ratings for the first-lien credit facilities, implying expectations for 71%-90% recovery. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage sustained below 4.0x; - (CFO - Capex)/Debt sustained above 7.5%; - Stronger than expected revenue growth and margin expansion. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage sustained above 5.0x; - (CFO - Capex)/Debt below 2.5%; - Erosion of the business indicated by revenue contraction or minimal growth and associated margin compression. Liquidity and Debt Structure Adequate Liquidity: The company has adequate liquidity of $16.1 million in unrestricted cash as of June 30, 2024, Fitch also projects FCF to approach or exceed $60 million in 2024 with further FCF margin expansion to 10.4% by 2027. Inmar also has full availability on its revolver, which is currently $100 million and is upsizing in this transaction. Debt Maturity Profile: Pro forma for the announced refinancing, Inmar's undrawn revolver matures in 2029, which will be its earliest maturity. The company will have a $1.07 billion 1st lien senior secured term loan maturing in 2031. The term loan and revolver are both floating rate instruments. The new senior secured term loan and revolver were issued to refinance the company's existing TL-B and revolver, combining to equal $1.04 billion in outstanding debt. Issuer Profile Inmar provides data analytics and tech-enabled capabilities to facilitate incentive, pharmacy efficiency and compliance, and post-purchase workflows for retailers, manufacturers, pharmacies, hospitals, and other market participants. The company operates through three distinct segments: MarTech, Healthcare, and Product Lifecycle Date of Relevant Committee 15 October 2024 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 ----------- ------ -------- Inmar, Inc. LT IDR B+ New Rating senior secured LT BB New Rating RR2 INMAR INC: Moody's Rates New Secured First Lien Bank Loans 'B3' --------------------------------------------------------------- Moody's Ratings assigned B3 ratings to Inmar, Inc.'s proposed $150 million senior secured first lien revolving credit facility expiring 2029 and $1,070 million senior secured first lien term loan due 2031. All other ratings are unaffected, including the company's B3 corporate family rating and B3-PD probability of default rating. The current B3 ratings on Inmar's existing $100 million senior secured first lien revolving credit facility expiring 2026 and senior secured first lien term loan due 2026 will be withdrawn upon the closing of the financing. The stable outlook remains unchanged. Inmar is a technology-enabled provider and partner in facilitating and optimizing workflows for retailers, manufacturers, pharmacies, hospitals, and other trading partners through the use of data analytics and tech-enabled logistics capabilities. The proceeds from the first lien senior secured credit facility will be used to repay the outstanding $54 million under the current revolver and the $985 million (current balance) under the existing term loan, as well as to cover accrued interest, transaction-related fees, and expenses. This transaction will extend the company's debt maturity profile until 2029 in essentially a leverage-neutral transaction, and it will enhance its liquidity profile by upsizing its revolving facility by $50 million to $150 million, which will be fully available upon the transaction's close. Additionally, the company expects to secure lower rates on its proposed floating debt, resulting in savings on interest expenses. RATINGS RATIONALE Inmar's credit profile reflects its good scale and profitability as a leading tech-enabled services provider of digital promotions, data analytics tools, rebates, financial, and logistics management. Moody's anticipate mild growth in the low single digits, with revenue approaching $1 billion in 2024. Moody's also expect that the company will maintain and enhance its high-teens EBITA margin, mainly driven by a shift towards higher-margin products in the Martech and Healthcare business segments. The credit profile also takes into consideration Inmar's solid competitive position, extensive customer base with long-tenured contracts, highly recurring and predictable revenue stream, and favorable trends in digital offerings and e-commerce. On the other hand, the ratings are constrained by the company's high leverage and modest cash flow generation, marked by a free cash flow deficit over the past two years. Moody's expect leverage to decline, with debt-to-EBITDA expected to improve to around 4.5x over the next 12 to 18 months (debt-to-EBITDA would be around 5.5x if capitalized software costs were to be expensed) driven by EBITDA expansion and mandatory amortization on its first lien term loan. Moody's also forecast that the company will enhance its liquidity through increased operating earnings and better collection of accounts receivable, with Moody's expectation that FCF-to-debt will be in the low to mid single-digit percentage over the same period. Furthermore, the company operates within a swiftly changing digital environment that requires continuous technology investments to maintain its competitive position and attract new clients. All metrics are calculated based on Moody's standard adjustments. Liquidity is adequate. Moody's expect the free cash flow to trend towards positive over the next 12-18 months, which represents a significant improvement from the previous two years of cash flow deficit and full availability under its upsized proposed $150 million revolving credit facility expiring in 2029. Cash generation will depend on the company's operating performance and improved collection of accounts receivable. Inmar will also need to allocate $10.07 million (based on the proposed transaction) for required annual first lien term loan amortization payments and roughly $45 million for capital expenditures, including software development, which is necessary to support offerings across all of Inmar's business segments. There are no financial maintenance covenants under the term loan, but the revolver is subject to a springing maximum first lien net leverage ratio, triggered when revolver utilization exceeds 35%. Moody's expect Inmar to maintain a good cushion in the event of covenant testing. The B3 ratings on the proposed senior secured first lien credit facilities, consisting of the $150 million revolver expiring October 2029 and $1,070 million term loan due October 2031, is in line with B3 CFR and reflects its position as the vast majority of debt in the capital structure. The facility is secured by a perfected first lien security interest in substantially all of Inmar's assets, subject to certain permitted liens and other exceptions outlined in the facility agreement. The stable outlook reflects Moody's expectation that Inmar will reduce its debt-to-EBITDA below 6x, including capitalized software costs, and will continue to enhance its profitability through increased contributions from the company's more profitable businesses and cost improvements in SG&A. The outlook also includes Moody's anticipation of low single-digit revenue growth, driven by new customer signings and a higher adoption rate of Inmar's tools, and an improved liquidity profile with FCF-to-debt in the low single-digit range within the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Inmar sustains good liquidity while maintaining financial leverage below 5.0x and keeps free cash flow-to-debt in the high single digits. The ratings could be downgraded if Inmar experiences a material contraction in revenue or profitability due to customer losses, if free cash flow generation weakens, or if liquidity deteriorates. The ratings could also be downgraded if the company adopts more aggressive financial policies that lead to debt-to-EBITDA remaining above 7.0x. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Inmar, based in Winston-Salem, NC, is a provider of technology-enabled services, offering robust solutions to streamline workflows for retailers, manufacturers, pharmacies and hospitals. These solutions include retail promotional management, such as incentives and loyalty programs, and personalized media tools. Healthcare solutions directed at the Pharmacy market including product return and value recovery management, pharmacy revenue cycle management tools, and pharmacy management SaaS solutions to enable compliance and efficiency. Finally the company offers tools and services directed at reverse logistics, value recovery solutions, and supply chain optimization offerings. OMERS Private Equity is the primary stakeholder in Inmar, with additional investments from ABRY Partners, Inmar management, and other institutional entities. IRECERTIFY LLC: Hires Pearson Butler LLC as Legal Counsel --------------------------------------------------------- iRecertify, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Pearson Butler, LLC as counsel. The firm will provide these services: a. prepare on behalf of the Debtor any necessary motions, applications, answers, orders, reports, and papers as required by applicable bankruptcy or non bankruptcy law, dictated by the demands of the case, or required by the Court, and to represent the Debtor in proceedings or hearings related thereto; b. provide advice to the Debtor with respect to their powers and duties as Debtor-in-possession in the continued conduct of their businesses; c. negotiate with the Debtor' creditors and other parties in interest in developing plans of reorganization, and taking any necessary steps to obtain confirmation of, and to implement such a plan; d. review, analyze, and advise the Debtor regarding claims or causes of action to be pursued on behalf of their estates; e. assist the Debtor in negotiations with various creditor constituencies regarding an exit, resolution, and payment of the creditors' claims herein; f. review and analyze the validity of the claims filed herein and advise the Debtor as to the filing of objections to claims; if necessary; g. provide continuing legal advice with respect to their bankruptcies, estates, litigation, avoidance actions, and miscellaneous other legal matters; and h. perform all other necessary legal services as may be prompted by the needs of the Debtor in its case. The firm will be paid at these rates: Attorneys $375 to $400 per hour Paraprofessional $150 per hour Russell S. Walker $400 per hour The firm received a retainer in the amount of $20,000. Pearson Butler will also be reimbursed for reasonable out-of-pocket expenses incurred. Russell S. Walker, Esq., a partner at Pearson Butler, 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: Russell S. Walker, Esq. Pearson Butler, LLC 1802 W South Jordan Parkway, Ste 200 South Jordan, UT 84095 Tel: (801) 495-4104 Email: russellw@pearsonbutler.com About iRecertify, LLC IRecertify, doing business as Warehouse B, is a merchant wholesaler of professional and commercial equipment and supplies. IRecertify sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-25156) on Oct. 7, 2024. In the petition filed by Brett Kitson, as managing member, the Debtor estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Russell S. Walker, Esq. PEARSON BUTLER PLLC 1802 West South Jordan Parkway Suite 200 South Jordan, UT 84095 Tel: (801) 495-4104 Email: russellw@pearsonbutler.com JANE STREET: Fitch Assigns 'BB+(EXP)' Rating on $1BB Secured Notes ------------------------------------------------------------------ Fitch Ratings has assigned an expected 'BB+(EXP)' rating to co-issuers' Jane Street Group, LLC's and JSG Finance, Inc., planned issuance of at least $1 billion in senior secured notes. Proceeds from the proposed issuance are expected to be used for general corporate purposes. The final maturity is scheduled for October 2032, and the fixed rate of interest will be determined at the time of issuance. Key Rating Drivers The expected rating on the new senior secured notes is equalized with the ratings assigned to existing senior secured debt as the new notes will rank equally in the capital structure. The secured debt rating is equalized with Jane Street's 'BB+' Long-Term Issuer Default Rating (IDR), reflecting the firm's fully secured funding profile and average recovery prospects for creditors in a stress scenario. Jane Street's IDR reflects its strong, established market position as a technology-driven market maker in the exchange traded fund (ETF) market across various venues. It also reflects management's good track record of managing market and operational risks, which have been driven by a high level of member ownership that ensures risk and return interests are well aligned. Jane Street's leverage is appropriate relative to its balance sheet risks. Fitch does not expect the planned issuance to meaningfully increase leverage given strong earnings performance and retention throughout 2024. With member withdrawals expected to remain reasonable in the context of earnings given firmwide policies, including distributions limited to once per year, Fitch expects leverage to remain conservatively managed. Jane Street's tangible capital base has significantly increased over the last four years, and the growth has provided a more meaningful buffer against potential operational losses. The Positive Outlook reflects the ongoing improvement of Jane Street's business profile, with revenue and profitability proving to be durable even as market volatility has been subdued. This has been driven by Jane Street's methodical strategy expansion, by both asset class and geography, which has given it superior size and scale relative to peers. The Positive Outlook further reflects Jane Street's improved funding terms within its diverse and growing group of prime brokers which lessens liquidity risk from short-term, adverse changes in the trading environment. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The Outlook could be revised back to Stable from Positive should Jane Street's capital growth slow in relation to its balance sheet growth resulting in a sustained increase in net adjusted leverage. The Outlook could also be revised to Stable if the firm's revenue generation erodes over the Outlook horizon driven by a lack of execution on trading strategies. Beyond that, Jane Street's rating could be downgraded due to: - An acute, idiosyncratic liquidity event that adversely impacts the firm's ability to execute on its core business strategies; - Material operational or risk management failures that adversely impact profitability and/or market confidence; - An inability to maintain net adjusted leverage below 10.0x; - Adverse legal or regulatory actions against Jane Street which result in a material fine, reputational damage, or alteration in the business profile; - An inability to maintain its strong market position in the face of evolving market structures and technologies. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The continuation of consistent operating performance through different trading environments coupled with minimal operational losses resulting in further capital expansion; - Maintaining net adjusted leverage at or below current levels; - Demonstration of continued funding flexibility, including access to third-party funding through market cycles, the introduction of an unsecured funding component and/or a moderate increase in excess trading capital over margin requirements. Improved funding flexibility could also be demonstrated by further improvement to term margin agreement terms. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The expected secured debt rating is equalized with the IDR and reflects the fully secured funding profile and average recovery prospects in a stressed scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The expected secured debt rating is primarily sensitive to changes in Jane Street's IDR. It is also sensitive to material changes in the company's capital structure and/or changes in Fitch's assessment of the recovery prospects for the debt instrument. Date of Relevant Committee July 30, 2024 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 ----------- ------ Jane Street Group, LLC senior secured LT BB+(EXP) Expected Rating JSG Finance, Inc. senior secured LT BB+(EXP) Expected Rating JD WIDEMAN: Jonathan Dickey Named Subchapter V Trustee ------------------------------------------------------ The Acting U.S. Trustee for Region 19 appointed Jonathan Dickey as Subchapter V trustee for JD Wideman, DO, P.C. Mr. Dickey will be paid an hourly fee of $375 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dickey declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jonathan M. Dickey 1660 Lincoln Street, Suite 1720 Denver, CO 80264 303-832-2400 Email: jmd@kutnerlaw.com About JD Wideman JD Wideman, DO, P.C. is a professional corporation based in Colorado. It is owned and operated by Dr. JD Wideman, specializing in osteopathic medical services. As a healthcare provider, JD Wideman focuses on delivering patient-centered care, adhering to the principles of osteopathy, which emphasizes the body's ability to heal itself through proper alignment, holistic care, and preventive medicine. JD Wideman filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 24-15758) on Sept. 30, 2024, with as much as $1 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C. serves as the Debtor's legal counsel. JJ ARCH: Court Dismisses Chapter 11 Bankruptcy Case --------------------------------------------------- The Honorable John P. Mastando III of the United States Bankruptcy Court for the Southern District of New York granted the motion filed by Jared Chassen and Arch Real Estate Holdings LLC to dismiss JJ Arch, LLC's Chapter 11 case. The Debtor is a real estate holding company formed by Mr. Chassen and Jeffrey Simpson under the laws of New York in December of 2017. The Debtor's assets consist primarily of two baskets of rights. The first basket consists of membership interests in entities unrelated to AREH. According to Mr. Simpson, the Non-AREH Entities are holding companies that: (i) the Debtor owns outright; and (ii) directly own certain operating companies and real property. Prior to these proceedings, however, the Debtor generated most of its revenue through its second basket: its membership rights in AREH, a position Mr. Simpson describes as the Debtor's "most valuable asset." On August 15, 2023, Mr. Simpson filed a derivative action on behalf of the Debtor and AREH in New York State Supreme Court before the Honorable Joel M. Cohen. During the pendency of the State Court Proceeding, Justice Cohen issued a series of interim orders intended to preserve the operational status quo of both AREH and the Debtor. Mr. Simpson unilaterally filed a petition for chapter 11 relief on behalf of the Debtor on March 7, 2024. One week later, on March 14, 2024, Mr. Chassen filed a Motion for an Order Dismissing the Debtor's Bankruptcy Case. That Motion argued that the Debtor's petition should be dismissed because "[t]he [Debtor's] Operating Agreement, together with the orders in the [State Court] Proceeding, leave no doubt that Mr. Simpson not only lacked authority to bring the Petition, but that this filing is in bad faith and in contempt of court. AREH -- making a functionally identical argument -- joined Mr. Chassen's Motion to Dismiss on March 18, 2024. Mr. Chassen and AREH filed the instant Dismissal Motion on August 6, 2024. The Dismissal Motion seeks the dismissal of this bankruptcy proceeding in accordance with, inter alia, 28 U.S.C. Sec. 1112(b). The Dismissal Motion argues that "the Debtor's continued gamesmanship, lack of an ability to reorganize, and abuse of the bankruptcy process require dismissal of the case." Mr. Chassen and AREH thus argue that dismissal is appropriate for three reasons: (i) first, because the Debtor's prosecution of this bankruptcy and its related adversary proceedings has caused a "substantial or continuing loss to or diminution of the estate," and otherwise indicates an "absence of a reasonable likelihood of rehabilitation" within the meaning of 11 U.S.C Sec. 1112(b)(4)(A), (ii) second, because the Debtor's post-petition conduct amounts to "gross mismanagement of the estate" within the meaning of 11 U.S.C Sec. 1112(b)(4)(B), and (iii) third, because the records developed before the Court and before Justice Cohen indicate that this case is "nothing but a case of forum shopping and makes clear that this case's purpose is to bring what is essentially a two-party state court dispute to a new forum." The Dismissal Motion maintains that "dismissal of the Chapter 11 Case is clearly appropriate and in the best interest of the Debtor's estate and creditors, as well as its other stakeholders." The Debtor filed its Joint Combined Disclosure Statement and Chapter 11 Plan of Liquidation of Small Business Debtor JJ Arch on September 3, 2024. The Debtor objected to the Dismissal Motion on September 3, 2024—the same day it filed its Plan. The Debtor contests each argument proffered by the Dismissal Motion, maintaining that: (i) there has been no "substantial or continuing loss to or diminution of the estate" given that the "prosecution of the Plan just filed will be straightforward and will result in payment in full of the Debtor's creditors," (ii) the Debtor has not engaged in "gross mismanagement" of the estate, as the Debtor's conduct was a response to "a severe financial meltdown owing to macroeconomic factors, a lack of funding," and the fact that the parties to this proceeding were "engaged in contentious litigation in multiple forums," and, finally, (iii) dismissal "is not in the best interest of the Debtor's estate and creditors" because "if the Debtor's Chapter 11 Case is dismissed, there is no assurance of what will happen to the Debtor's assets and what actions may be taken by creditors." The Court thereafter held its Hearing on the Dismissal Motion on September 25, 2024. Cause Without another means of raising revenue, the Court finds that the Debtor lacks the income and liquidity to justify the continued incursion of the expenses inherent in the bankruptcy process. The Court thus finds that the Debtor lacks a "reasonable likelihood of rehabilitation" necessary to avoid dismissal. Another indicator is the debtor's inability to meet the basic expenses critical to the viability of its enterprise, notwithstanding the protection of the automatic stay." Put differently, the Court finds that "cause" exists within the meaning of Section 1112(b)(4)(A). The Debtor in this case has not satisfied its fiducial obligation. As noted by the Dismissal Motion, the Debtor has inexplicably failed to: (i) timely file a single monthly operating report, (ii) open a debtor-in-possession bank account, (iii) adequately explain the contents of the April monthly operating report, which indicates that "approximately $13,000 passed through the Debtor in April $10,750 of which was directed to YJ Simco LLC, an entity controlled by and for the benefit of Mr. Simpson," and, most notably, (iv) file the subsidiary report required by Bankruptcy Rule 2015, notwithstanding the fact that the Debtor's business is "limited solely to its indirect ownership interests in various real property assets and indirect managerial control" of various subsidiaries. These four facts are sufficient to establish the existence of "cause" within the meaning of Section 1112(b)(4)(B), the Court concludes. Bad Faith The Court finds the circumstances of this case establish that the Debtor's Petition was not filed in order to "rehabilitate or liquidate to a good-faith debtor," and was instead an attempt by Mr. Simpson to avoid the resolution of the governance issues raised in the State Court proceeding—a proceeding initiated by Mr. Simpson. The record thus supports the conclusions that this bankruptcy was filed without a "good faith intent to reorganize." Judge Mastando says, "In summary, the Plan and the transfers it contemplates rest upon assumptions that: (i) were disputed by various parties throughout the course of the State Court Proceeding; and (ii) have thereafter been disputed before this Court from the outset of this case. Accordingly, any plan proposed solely at the direction of Mr. Simpson could not satisfy Sections 1129(a)(3) and 1129(a)(16) until the Debtor's governance -- an issue first raised in, and central to, the State Court Proceeding -- is determined. This necessarily means that, at the outset of this proceeding, there was "no reasonable possibility that the Debtor could emerge from bankruptcy" which, in turn, compels a finding of bad faith." Section 1112(b)(2) In this case, the Debtor argues that the exception provided by Section 1112(b)(2)(A) should prevent the dismissal of this bankruptcy. The Court disagrees. The Court finds that the Debtor has failed to establish that that there is a "reasonable likelihood" that a plan will be confirmed "within a reasonable period of time" within the meaning of Section 1112(b)(2) of the Bankruptcy Code. Accordingly, even if Section 1112(b)(4)(A) were inapplicable, the Court would nevertheless find that dismissal is appropriate. The Pending Adversary Proceedings The Debtor has removed and initiated several adversary proceedings in connection with this bankruptcy. The only connection the adversary proceedings have with the Court is the bankruptcy which was commenced in "subjective bad faith" without a "reasonable prospect of reorganization." Moreover, each Proceeding raises exclusively non-bankruptcy issues, all of which have a considerable overlap with the issues raised within the context of the State Court Ligation -- a proceeding that the Court has already found should be decided in another forum. All three Proceedings were thus brought before the Court by a purported principal of the Debtor motived by a non-bankruptcy purpose. For this reason, the Adversary Proceedings should not remain before the Court following the dismissal of this bankruptcy. The Court concludes that: (i) cause to dismiss this case exists under 11 U.S.C. Secs. 1112(b)(4)(A)–(B) and 1112(b)(4)(F); (ii) this case should be dismissed for bad faith; (iii) the exception to dismissal provided by 11 U.S.C. Sec. 1112(b)(2) is inapplicable to this case; and (iv) each adversary proceeding associated with this bankruptcy should be dismissed. For these reasons, the Dismissal Motion is granted. A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=8VuhKN Counsel for the Debtor: Jonathan S. Pasternak, Esq. James B. Glucksman, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue New York, NY 10158 E-mail: jsp@dhclegal.com jbg@dhclegal.com Counsel for 608941 NJ, Inc.: Leslie C. Thorne, Esq. Richard Kanowitz, Esq. Aishlinn Bottini, Esq. Jordan Chavez, Esq. HAYNES AND BOONE, LLP 30 Rockefeller Plaza New York, NY 10112 E-mail: leslie.thorne@haynesboone.com Richard.Kanowitz@haynesboone.com Aishlinn.Bottini@haynesboone.com Jordan.Chavez@haynesboone.com Co-Counsel for Jared Chassen: Allen Schwartz, Esq. SCHWARTZ LAW PLLC 150 Broadway, Suite 701 New York, NY 10038 - and - Sean C. Southard, Esq. Fred Stevens, Esq. Brendan M. Scott, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036 E-mail: ssouthard@klestadt.com bscott@klestadt.com Counsel for Arch Real Estate Holdings LLC: Jonathan T. Koevary, Esq. Adam H. Friedman, Esq. Katherine Mateo, Esq. OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York, NY 10019 E-mail: jkoevary@olshanlaw.com afriedman@olshanlaw.com kmateo@olshanlaw.com About JJ Arch JJ Arch, LLC, is a vertically integrated real estate owner, operator and developer with an active investment portfolio with more than 5.7 million square feet across the United States. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10381) on March 7, 2024, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Jeffrey Simpson, managing member, signed the petition. Judge John P. Mastando III oversees the case. Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron LLP, is the Debtor's legal counsel. JORDAN HEALTH: Hires Livingstone Partners as Investment Banker -------------------------------------------------------------- Jordan Health Products I, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Livingstone Partners, LLC as investment banker. The firm will render these services: (a) review and familiarize itself with the business, operations, physical assets and financial condition of the Debtors, as well as other matters and/or analyses it deems relevant; (b) assist in the preparation of a comprehensive confidential information package describing the Debtors and in the preparation and negotiation of any confidentiality agreements to be entered into by third parties potentially interested in participating in a transaction, all of which shall be subject to the approval of the Debtors. (c) develop a list of potential buyers for the Debtors that Livingstone believes in good faith to be financially qualified and potentially interested in participating in a transaction; (d) contact potential buyers on the Debtors' behalf and, as appropriate, arrange for and orchestrate meetings between potential buyers and/or investors and its management; (e) coordinate all requests for diligence information from potential buyers and maintain an online data room to facilitate the flow of such information to potential buyers; (f) present to the Debtors all proposals from potential buyers and make recommendations as to its appropriate negotiating strategy and course of conduct; (g) assist in all negotiations and in all document review as reasonably requested and directed by the Debtors; and (h) provide such other financial advisory and investment banking services as are customary for similar transactions and as may be mutually agreed upon in advance in writing by Debtors and Livingstone. The firm will be paid at these fees: (a) a monthly fee of $35,000; (b) a cash fee payable at the closing of the transaction(s) equal to the greater of $1,000,000 (the "minimum fee"); (c) reimbursement for expenses incurred. Joseph Greenwood, a partner at Livingstone Partners, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph Greenwood Livingstone Partners, LLC 443 N. Clark St. Chicago, IL 60654 Telephone: (312) 670-5900 About Jordan Health Products I Jordan Health Products I, Inc., doing business as Avante Health Solutions, is a provider of medical equipment solutions, selling new and refurbished equipment, parts, service, support, and training to healthcare facilities worldwide. Several Avante businesses act as independent service organizations ("ISO") for various medical facilities to provide maintenance and support services for equipment manufactured and produced by other companies (known as original equipment manufacturers, or "OEMs"). Jordan Health Products I, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12271) on Oct. 8, 2024. In the petitions signed by Rob Hubbard, chief restructuring officer, the Debtors disclosed up to $100 million in estimated assets and up to $500 million in estimated liabilities. The Debtors tapped Polsinelli PC as counsel, Riveron Management Services, LLC as restructuring advisor, and Livingstone Partners LLC as investment banker. Omni Agent Solutions, Inc. is the Debtors' notice, claims, and balloting agent. JORDAN HEALTH: Seeks to Hire Polsinelli as Bankruptcy Counsel ------------------------------------------------------------- Jordan Health Products I, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Polsinelli PC as its counsel. The firm will render these services: (a) take all necessary action to protect and preserve the estates of the Debtors; (b) provide legal advice with respect to the Debtors' powers and duties in the continued operation of their business; (c) prepare on behalf of the Debtors necessary legal papers in connection with the administration of their estates; (d) assist with any disposition of the Debtors' assets, by sale or otherwise; (e) take all necessary or appropriate actions in connection with any plan of reorganization and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; (f) appear in court and protect the interests of the Debtors before this court; (g) review all pleadings filed in the Chapter 11 cases; and (h) perform all other legal services in connection with the Chapter 11 cases as may reasonably be required. The firm will be paid at these hourly rates: Shareholders $800 - $1,325 Associates $540 - $800 Paraprofessionals $200 - $530 In addition, the firm will seek reimbursement for expenses incurred. Upon retention as counsel to the Debtors, Polsinelli was provided with a retainer in the amount of $250,000. Christopher Ward, Esq., a shareholder at Polsinelli, also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: Except for the customary rates set forth in this application, Polsinelli did not agree to any other variation from, or alternatives to, its standard or customary billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No professionals from Polsinelli covered by this application have varied their hourly rates based upon the geographical location of the Chapter 11 cases. 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. Answer: Polsinelli began representing the Debtors approximately eight months prior to the petition date, and the billing rates and material financial terms of its engagement have not changed postpetition from the prepetition arrangement. Question: Have the Debtors approved your budget and staffing plan, and, if so, for what budget period? Answer: Polsinelli is developing a full prospective budget and staffing plan for the Chapter 11 cases and intends to share them with the Debtors for approval shortly. Mr. Ward 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: Christopher A. Ward, Esq. Polsinelli, PC 222 Delaware Avenue, Suite 101 Wilmington, DE Telephone: (302) 252-0922 Facsimile: (302) 252-0921 Email: cward@polsinelli.com About Jordan Health Products I Jordan Health Products I, Inc., doing business as Avante Health Solutions, is a provider of medical equipment solutions, selling new and refurbished equipment, parts, service, support, and training to healthcare facilities worldwide. Several Avante businesses act as independent service organizations ("ISO") for various medical facilities to provide maintenance and support services for equipment manufactured and produced by other companies (known as original equipment manufacturers, or "OEMs"). Jordan Health Products I, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12271) on Oct. 8, 2024. In the petitions signed by Rob Hubbard, chief restructuring officer, the Debtors disclosed up to $100 million in estimated assets and up to $500 million in estimated liabilities. The Debtors tapped Polsinelli PC as counsel, Riveron Management Services, LLC as restructuring advisor, and Livingstone Partners LLC as investment banker. Omni Agent Solutions, Inc. is the Debtors' notice, claims, and balloting agent. JORDAN HEALTH: Seeks to Hire Riveron as Restructuring Advisor ------------------------------------------------------------- Jordan Health Products I, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Riveron Management Services, LLC as restructuring advisor. The firm will render these services: (a) identify further operational improvements, fixed cost reductions, and future restructuring requirements, as needed; (b) prepare data and analyses necessary to meet the requirements and requests of various parties related to the Debtors' restructuring; (c) manage the Debtors' cash, and prepare ongoing forecasting of the cash flows and claims pools and estimate creditor recoveries; (d) manage negotiations with key vendors, creditors and other constituents of the Debtors; (e) advise the Boards of Directors of the Debtors on restructuring matters; (f) compile and format data and analyses necessary to meet the financial reporting requirements mandated by the United States Bankruptcy Code and the United States Trustee's office; (g) provide sales and use tax nexus and exposure analysis of the Debtors' historical sales and use tax collection obligation; and (h) provide such other services as requested or directed by the Board and agreed to by Riveron. The firm's professionals will be paid at these hourly rates: Tim Stalklamp, Chief Transformation Officer $985 Rob Hubbard, Chief Restructuring Officer $895 Andrew Wybolt, Bankruptcy Support $625 Webster Andrews, Financial Support $625 Jay Montgomery, Financial Support $625 Mary Montague, Tax Advisory $595 Ann Kennedy, Tax Advisory $440 Fees for other firm's personnel will be based on the hours charged at the following hourly rates, subject to periodic adjustment: Managing Director to Senior Managing Director $895 - $1,160 Director to Senior Director $695 - $885 Manager to Associate Director $595 - $685 Associate to Senior Associate $465 - $585 Administrative to Analyst $275 - $390 In addition, the firm will seek reimbursement for expenses incurred. Mr. Hubbard 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: Rob Hubbard Riveron Management Services, LLC 2515 McKinney Dallas, TX 75201 Telephone: (214) 891-5500 About Jordan Health Products I Jordan Health Products I, Inc., doing business as Avante Health Solutions, is a provider of medical equipment solutions, selling new and refurbished equipment, parts, service, support, and training to healthcare facilities worldwide. Several Avante businesses act as independent service organizations ("ISO") for various medical facilities to provide maintenance and support services for equipment manufactured and produced by other companies (known as original equipment manufacturers, or "OEMs"). Jordan Health Products I, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12271) on Oct. 8, 2024. In the petitions signed by Rob Hubbard, chief restructuring officer, the Debtors disclosed up to $100 million in estimated assets and up to $500 million in estimated liabilities. The Debtors tapped Polsinelli PC as counsel, Riveron Management Services, LLC as restructuring advisor, and Livingstone Partners LLC as investment banker. Omni Agent Solutions, Inc. is the Debtors' notice, claims, and balloting agent. KINDERCARE LEARNING: S&P Assigns 'B+' ICR Following IPO Closing --------------------------------------------------------------- S&P Global Ratings assigned a 'B+' issuer credit rating to KinderCare Learning Companies Inc. (the listed company and ultimate parent of the group). At the same time, S&P raised its issue-level rating on KUEHG Corp., the debt borrower, to 'B+' from 'B' and removed it from CreditWatch positive. Additionally, S&P upgraded its issue-level rating to 'B+' from 'B' on the existing first-lien term loan due 2030. S&P said, "The stable outlook reflects our expectation that KinderCare will continue to grow their topline, while maintaining stable margins as federal COVID relief stimulus funding rolls off. We expect S&P Global Ratings-adjusted debt to EBITDA will remain 4.0x or below in the near term." Details of the IPO have been finalized and KinderCare Learning Companies Inc. will receive $609 million of net proceeds, which will be used to repay a portion of their outstanding $1,590 million first-lien term loan due June 2030. S&P said, "Our rating reflects improvement in the company's financial risk profile because the recent IPO will reduce S&P Global Ratings-adjusted leverage, materially improving credit metrics compared to our prior base-case forecast. KinderCare will receive $609 million of net proceeds from their recent IPO, which they will use to repay debt. We expect the company's first-lien term loan will be reduced to about $980 million from $1,590 million, resulting in significant leverage reduction and improvement in credit metrics. We now expect that S&P Global Ratings-adjusted leverage will be around 4x at fiscal year-end 2024. "The debt repayment is somewhat offset by EBITDA compression as the company faces additional operating costs associated with the IPO and the roll-off of federal pandemic-relating funding. We expect S&P Global Ratings-adjusted EBITDA margins will stabilize in the low-20% range, and overall EBITDA will increase through topline growth. As a result, we expect leverage during 2025 will continue to decline and forecast the company will maintain leverage at or below 4x in the next couple of years. "We expect KinderCare will operate with a more conservative fiscal policy going forward, though financial sponsor Partners Group retains control. Partners Group owns 69% of the entity's capital (reduced from 90% before the IPO) and remains the controlling entity. While KinderCare remains under financial sponsor control, we view the financial policy as improved given the company's communicated leverage target of below 3.0x. (We note that S&P Global Ratings-adjusted leverage adds about a turn to this metric.) As such, we revised upward our assessment of KinderCare's financial policy to aggressive from highly leveraged. "Our rating incorporates KinderCare's strong market position as the largest provider of private early childhood care and education in the U.S. The childcare sector is highly fragmented, with the largest five providers estimated to account for only 5% of the childcare supply. KinderCare benefits from its position as the largest retail-based childcare center operator in the U.S. allowing them to grow in a large, highly fragmented market, more effectively seek various funding sources including from the Child Care and Development Fund (CCDF) and Child Care & Development Block Grants (CCDBG), and benefit from economies of scale. "We believe positive industry trends, including the limited supply of early childhood education seats, will enable KinderCare to continue to expand operations. The childcare sector continues to face increased demand and a shortage of childcare spots, which we expect will drive continued growth for KinderCare through improved utilization levels, increased tuition rates, and through the opening and acquisition of additional childcare centers. We expect KinderCare's topline will increase 4%-7% throughout our projection period. "Our stable outlook reflects our expectation that due to the expected debt paydown, leverage will stabilize in the high-3x area during the next few years as the amount of federal funding decreases through 2024 and margins normalize. "We could revise our outlook to negative or lower our rating on KinderCare if we believed the company were likely to maintain leverage above 5x, or we believed it would not generate meaningful levels of discretionary cash flow." This could occur if: -- The company's controlling financial sponsor decided to pursue debt-funded distributions or acquisitions, or -- Rising unemployment rates and a weaker-than-expected macroeconomic environment resulted in decreased enrollment and revenue. S&P could consider an upgrade if the financial sponsor relinquished control, and it expected the company to maintain lease-adjusted leverage below 4x. This could occur if: -- S&P believed the company would be unlikely to use leverage to fund shareholder returns or acquisitions; and -- Some combination of enrollment improvements, new center development, and acquisitions funded through cash flow allowed the company to maintain better margins. S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of KinderCare because safety and health scares are an ongoing risk, as demonstrated by the impact of the coronavirus pandemic on the childcare industry. Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." KING WASH: Seeks Approval to Hire Bedi Legal P.C. as Attorney ------------------------------------------------------------- King Wash Systems, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Bedi Legal, P.C. as attorney. The firm will provide these services: a. amend or prepare the petition, lists, schedules and statements required by 11 U.S.C. §521; the pleadings, motions, notices and orders required for the orderly administration of the estate and to ensure the progress of this case; and to consult with and advise the Debtor in the reorganization of its businesses and the orderly administration of their assets; b. prepare for, prosecute, defend and represent the Debtor's interest in all contested matters, adversary proceedings and other motions and applications arising under, arising in or related to this case; c. advise and consult concerning administration of the estate in this case, concerning the rights and remedies regarding the Debtor's assets; concerning the claims of administrative, secured, priority and unsecured creditors and other parties in interest; d. investigate the existence of other assets of the estate; and, if any exist, to take appropriate action to have the same turned over to the estate, including instituting lawsuits and investigating whether lawsuits exist; e. interact with and file applications for approval by the Court of engagement of other professionals to be employed by the Debtor regarding services incident to the administration of the estate, preparation of the Plan of Reorganization and prosecution of causes of actions; and f. prepare a Disclosure Statement and Plan of Reorganization for the Debtor and negotiate with all creditors and parties in interest who may be affected thereby; to obtain confirmation of a Plan and perform all acts reasonably calculated to permit the Debtor to perform such acts and consummate a plan. The firm will be paid at these rates: John E. Bedi $400 per hour Carolyn A. Bedi $300 per hour Staff Attorney $275 per hour Paralegal $100 per hour Legal Assistant $70 per hour Receptionist $50 per hour The firm was paid a retainer in the amount of $10,000. Bedi Legal will also be reimbursed for reasonable out-of-pocket expenses incurred. John E. Bedi, Esq., a partner at Bedi Legal, 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: John E. Bedi, Esq. Carolyn A. Bedi, Esq. Bedi Legal, P.C. 1305 Executive Blvd., Ste. 110 Chesapeake, VA 23320 Tel: (757) 222-5842 Fax: (757) 671-1682 Email: carolyn@bedilegal.com john@bedilegal.com About King Wash Systems King Wash Systems, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 24-71923-SCS) on September 9, 2024. The Debtor hires Bedi Legal, P.C. as counsel. KROWNED KRYSTALS: Greta Brouphy Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Greta Brouphy, Esq., at Heller Draper & Horn, LLC as Subchapter V trustee for Krowned Krystals, LLC. Ms. Brouphy will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Brouphy declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Greta M. Brouphy Heller Draper & Horn, LLC 650 Poydras St., Ste. 2500 New Orleans, LA 70130-6175 Telephone: 504-299-3300-; Fax 504-299-33 Email: gbrouphy@hellerdraper.com About Krowned Krystals Krowned Krystals, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-11896) on Sept. 30, 2024, with as much as $1 million in both assets and liabilities. Judge Meredith S. Grabill oversees the case. Robin De Leo, Esq., at The De Leo Law Firm, LLC serves as the Debtor's bankruptcy counsel. LADON GERMONI: Hires Tydings & Rosenberg LLP as Attorney -------------------------------------------------------- Ladon Germoni Investments, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Tydings & Rosenberg LLP as attorney. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties as Debtor-in-Possession and in the operation of its business and management of its property; b. representing the Debtor in defenses of proceedings instituted to reclaim property or to obtain relief from the automatic stay under the Bankruptcy Code; c. preparing any necessary applications, answers, orders, reports and other pleadings, and appearing on the Debtor's behalf in proceedings instituted by or against the Debtor; d. assisting the Debtor in the preparation of schedules, statements of financial affairs, and any amendments thereto that the Debtor may be required to file in this case; e. assisting with evaluation of a possible sale of the Debtor's business and/or assets, if necessary; f. assisting the Debtor in the preparation of a plan of reorganization or orderly liquidation and a disclosure statement, if necessary; g. assisting the Debtor with all bankruptcy legal work; and h. performing all of the legal services for the Debtor that may be necessary or desirables herein. The firm will be paid at these rates: Counsel and Partners $475 to $700 Associates $300 to $375 per hour Paralegal $200 per hour Tydings & Rosenberg will be paid a retainer in the amount of $5,730 It will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph Selba, Esq., a partner at Tydings & Rosenberg 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: Joseph Selba, Esq. Tydings & Rosenberg LLP 1 E. Pratt Street, Suite 901 Baltimore, MD 21202 Tel: (410) 752-9700 About Ladon Germoni Investments, LLC Ladon Germoni Investments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 24-17649) on Sept. 11, 2024. The Debtor hires Tydings & Rosenberg LLP as counsel. LASER INNOVATIONS: Kicks Off Subchapter V Bankruptcy Proceeding --------------------------------------------------------------- Laser Innovations Inc. filed Chapter 11 protection in the Southern District of Texas. 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. About Laser Innovations Laser Innovations Inc., doing business as Innovative Lasers of Houston, offers a non-invasive weight loss solution that uses Zerona lasers to help clients lose weight. Laser Innovations Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34781) on October 11, 2024. In the petition filed by Laura Alexis, as CEO, the Debtor reports 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: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com LEARNINGSEL LLC: Lane & Nach Files Rule 2019 Statement ------------------------------------------------------ Adam B. Nach, principal of the law firm of Lane & Nach, PC, filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of LearningSEL LLC and affiliates, the firm represents the following creditors: 1. Mark T. Greenberg; and 2. Carol A. Kusche At the time of the filing of the Petition initiating this case, the Debtors were indebted, and continue to be indebted to the Creditors. Lane & Nach, PC is representing the Creditors in these jointly administered proceedings. Attorneys for Mark T. Greenberg and Carol A. Kusche: LANE & NACH, P.C. Adam B. Nach, Esq. Helen K. Santilli, Esq. 2001 E. Campbell Avenue, Suite 103 Phoenix, AZ 85016 Telephone No.: (602) 258-6000 Facsimile No.: (602) 258-6003 Email: adam.nach@lane-nach.com Email: helen.santilli@lane-nach.com About LearningSEL LLC LearningSEL LLC is a provider of Social and emotional learning training and professional development services. LearningSEL LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-07015) on August 23, 2024. In the petition filed by Anna-Lisa Mackey, as manager, the Debtor reports total assets of $703 and total liabilities of $1,543,051. The Honorable Bankruptcy Judge Paul Sala oversees the case. The Debtor is represented by: D. Lamar Hawkins, Esq. GUIDANT LAW, PLC 402 E. Southern Ave Tempe, AZ 85282 Tel: 602-888-9229 Email: lamar@guidant.law LEFT TURN: Court Confirms Chapter 11 Plan of Liquidation -------------------------------------------------------- Judge Peggy Hunt of the United States Bankrutcy Court for the District of Utah confirmed Left Turn, LLC's Plan of Liquidation Under Chapter 11 of the Bankruptcy Code dated June 18, 2024. The Plan establishes two Classes of Claims, one subordinated Class of Claims pursuant to Sec. 510(b), and one Class of Equity Interests. Class 1 is deemed to have accepted the Plan because no Class 1 creditor voted on the Plan nor did any such creditor object to the Plan. Class 2 creditors that submitted ballots unanimously accepted the Plan by affirmative vote. Class 3 subordinated claims and Class 4 Equity Interests are deemed to have rejected the Plan. The Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying Sec. 1129(a)(1) The Plan is proposed in good faith and not by any means forbidden by law, and therefore complies with the requirements of Sec. 1129(a)(3). In determining that the Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of the Bankruptcy Case and the formulation of the Plan. Among other things, the Court finds: i. the Debtor filed the Bankruptcy Case, and proposed the Plan, for a valid purpose; ii. neither the Bankruptcy Case nor the Plan were filed as a litigation tactic or for delay; iii. the Debtor has been, and is, actively prosecuting its Bankruptcy Case; iv. the Debtor proposed the Plan with the legitimate and honest purpose of, among other things, maximizing returns to creditors; v. the Plan contemplates full payment of Allowed Claims in Class 1, and distributions to holders of Allowed Claims in Class 2; vi. the Debtor should have sufficient liquidated funds to fully implement the Plan; vii. this is not a case involving a single creditor; viii.the Debtor has a reasonable possibility of successfully implementing the Plan and making distributions to holders of Allowed Claims; and ix. the Plan is feasible and practical, and there is a reasonable likelihood that the Plan will achieve its intended results, which are consistent with the purposes of the Bankruptcy Code. Because Class 1 is deemed to have accepted the Plan, and Class 2 accepted the Plan by unanimous affirmative vote, the Plan satisfies Sec. 1129(a)(7)(i) with respect to Classes 1 and 2 Claims. Further, the Debtor has demonstrated that all holders of Claims and Interests will receive or retain property of a value not less than what such holder would receive or retain if the Debtor were liquidated under Chapter 7 of the Bankruptcy Code. Classes 1 and 2 are impaired; and Class 1 is deemed to accept the Plan and Class 2 creditors who voted unanimously voted in favor the Plan. Therefore, Sec. 1129(a)(8) is satisfied with respect to Classes 1 and 2. Class 1 is deemed to have accepted the Plan, and Class 2 affirmatively accepted the Plan. Therefore, there is at least one impaired accepting Class, and Sec. 1129(a)(10) is satisfied. The Plan is feasible and complies with Sec. 1129(a)(11) because confirmation is not likely to be followed by a liquidation or the need for further financial reorganization of the Debtor, excepting the liquidation specifically contemplated under the Plan. The Plan offers a reasonable prospect of success and is workable. No objections were filed to the Plan's subordination of Class 3 Claims pursuant to the Plan and Sec. 510(b) and Fed. R. Bankr. P. 7001(8). In particular, the only Claim that appears to be within this Class, asserted by M & J Leisure, L.C. is on its face a claim for damages arising from the purchase or sale of a security of the Debtor. Accordingly, Class 3 Claims are hereby subordinated and treated under the Plan the same as Class 4 Interests. Classes 3 and 4 are deemed to have rejected the Plan. Therefore Sec. 1129(a)(8) is not met, but the Plan may nevertheless be confirmed under Sec. 1129(b). Class 3 Claims and Class 4 Interests will receive no distributions under the Plan and will be cancelled as of the Effective Date. There is no "unfair discrimination" with respect to these Classes which are properly classified in their respective priorities as provided in the Bankruptcy Code. Bankruptcy Code Sec. 1129(b)(2)(C) is satisfied with respect to these Classes because no interests junior to the Subordinated Claims and Equity Interests in Classes 3 and 4 will receive or retain any property under the Plan because there are no such junior interests. In summary, the Plan complies with, and the Debtor has satisfied, all applicable confirmation requirements, and the Plan will be confirmed by entry of the separate Confirmation Order. A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=C3dJ9F Attorneys for Left Turn, LLC: George Hofmann, Esq. Cohne Kinghorn, P.C. 111 East Broadway, 11th Floor Salt Lake City, UT 84111 Telephone: (801) 363-4300 Facsimile: (801) 363-4378 E-mail: ghofmann@ck.law About Left Turn Left Turn, LLC, is engaged in activities related to real estate. The company is based in Cottonwood Heights, Utah. Left Turn filed its voluntary petition for Chapter 11 protection (Bankr. D. Utah Case No. 24-20129) on January 12, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Scott Smithson, manager, signed the petition. Judge Peggy Hunt presides over the case. George B. Hofmann, Esq., at Cohne Kinghorn, PC represents the Debtor as legal counsel. LINDSEY HEATING: Fine-Tunes Subchapter V Plan --------------------------------------------- Lindsey Heating & Air Conditioning, Inc., submitted a First Amended Plan of Reorganization under Subchapter V dated September 10, 2024. The Debtor is an HVAC company based in Mount Pleasant Tennessee that was started in July 2011 and incorporated in February 2021. Anthony Lindsey is the 100% owner of Lindsey Heating & Air Conditioning, Inc., and sole employee. There is no management structure in light of the number of employees. Mr. Lindsey has a projected budget attached hereto which estimates payroll at $74,000 per year. Despite Mr. Lindsey's best efforts, sales slowed in 2022, and the Debtor realized that he couldn't service his debt load and sought Chapter 11 to reorganize his financial affairs to bring his debts in line with his income and business needs This Plan of Reorganization under Chapter 11 of the Code proposes to pay the creditors of the Debtor from future income of the Debtor. Non-priority unsecured creditors holding allowed claims, if any, will receive pro rata distributions from the ongoing cash flow of the debtor. The Amended Subchapter V Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 3 consists of All Allowed Unsecured Claims. After review of the claims register, it appears that these creditors have not yet filed proofs of claims to date. In the event there is an allowed general unsecured claim filed by the applicable proof of claim bar dates, then the Debtor shall pay a pro rata distribution for a period of no more than 36 months from entry of the confirmation order in equal monthly payments in the amount of $10 per month for a total amount of $360.00. Said payments shall commence on the Effective Date following entry of the confirmation order. The allowed unsecured claims total $398,777.58. * The Debtor will retain all ownership rights in property of the estate. The Debtor anticipates the funds to meet the plan payments shall come from the daily operations of the Debtor's business. A full-text copy of the First Amended Plan dated September 10, 2024 is available at https://urlcurt.com/u?l=pqd27r from PacerMonitor.com at no charge. Attorney for the Debtor: Jay R. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: jlefkovitz@lefkovitz.com About Lindsey Heating & Air Conditioning Lindsey Heating & Air Conditioning, Inc., is an HVAC company based in Mount Pleasant Tennessee. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01606) on May 6, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, is the Debtor's legal counsel. LL FLOORING: Hires Young Conaway Stargatt & Taylor as Co-Counsel ---------------------------------------------------------------- LL Flooring Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as bankruptcy co-counsel. The firm's services include: (a) provide legal advice with respect to the Debtors' powers and duties in the continued operation of their business, management of their properties, and the potential sale of their assets; (b) prepare documents in connection with and pursue confirmation of a plan and approval of a disclosure statement; (c) prepare on behalf of the Debtors, necessary legal papers; (d) appear in court and protect the interests of the Debtors before the court; and (e) perform all other legal services for the Debtors that may be necessary and proper in the Chapter 11 cases. The firm will be paid at these hourly rates: Edmon Morton, Attorney $1,200 Kenneth Enos, Attorney $995 Elizabeth Justison, Attorney $850 S. Alexander Faris, Attorney $670 Andrew Lee, Attorney $670 Soumya Venkateswaran, Attorney $455 Sarah Gawrysiak, Attorney $440 Brenda Walters, Paralegal $385 In addition, the firm will seek reimbursement for expenses incurred. Mr. Morton also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: Young Conaway has not agreed to a variation of its standard or customary billingarrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: None of the firm's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 cases. 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. Answer: Young Conaway was retained by the Debtors pursuant to an engagement agreementdated as of September 17, 2024. Young Conaway and the Debtors did not have a prepetition engagement agreement. Question: Have the Debtors approved your budget and staffing plan, and, if so, for what budget period? Answer: The Debtors will be approving a prospective budget and staffing plan for YoungConaway's engagement for the postpetition period as appropriate. In accordancewith the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Mr. Morton 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: Edmon L. Morton, Esq. Young Conaway Stargatt & Taylor, LLP 1000 N. King St. Wilmington, DE 19801 Telephone: (302) 571-5728 About LL Flooring Holdings LL Flooring Holdings, Inc. is a specialty retailer of flooring. The company carries a wide range of hard-surface floors and carpets in a range of styles and designs, and primarily sells to consumers or flooring-focused professionals. LL Flooring and four of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680) on August 11, 2024. In the petitions signed by Holly Etlin, chief restructuring officer, LL Flooring disclosed total assets of $501,117,025 and total debt of $416,298,035 as of July 31, 2024. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and Young Conaway Stargatt & Taylor, LLP as counsel. Houlihan Lokey Capital Inc. serves as the Debtors' investment banker, AlixPartners LLP acts as the Debtors' financial advisor, and Stretto, Inc., acts as the Debtors' claims and noticing agent. LNB-001-13 LLC: Hires Law Firm of Joel M. Aresty P.A. as Attorney ----------------------------------------------------------------- LNB-001-13, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Law Firm of Joel M. Aresty, P.A. as attorney. The firm will provide these services: a. give advice to the Debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the court; e. represent the Debtor in negotiation with its creditors in the preparation of a plan. The firm will be paid at the rate of $440 per hour, the amount of $10,000 as retainer, plus $2,000 for costs. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joel M. Aresty, Esq., a partner at Joel M. Aresty, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joel M. Aresty, Esq. Joel M. Aresty, P.A. 309 1st Ave S. Tierra Verde FL 33715 Telephone: (305) 899-9876 Facsimile: (305) 899-9889 E-mail: Aresty@Mac.com About LNB-001-13 LNB-001-13, LLC filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 24-18450) on August 20, 2024, with $1 million to $10 million in both assets and liabilities. Judge Robert A. Mark oversees the case. Joel Aresty, Esq., at Joel M. Aresty, PA is the Debtor's legal counsel. LUCID GROUP: Announces Public Offering of Common Stock ------------------------------------------------------ Kara Carlson of Bloomberg Law reports that Lucid Group, Inc. (Nasdaq: LCID; "Lucid") announced Oct. 17, 2024, that it priced its underwritten public offering of 262,446,931 shares of its common stock. The underwriter may offer the shares of common stock from time to time for sale in one or more transactions to purchasers directly, through agents or through brokers in brokerage transactions on Nasdaq, in the over-the-counter market, through negotiated transactions or in a combination of such methods, or otherwise at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The public offering is expected to close on or about October 18, 2024, subject to customary closing conditions. Lucid has granted the underwriter a 30-day option to purchase up to 39,367,040 additional shares of its common stock. BofA Securities is acting as the sole underwriter for the public offering. In addition, Lucid has entered into an agreement with its majority stockholder and affiliate of the Public Investment Fund ("PIF"), Ayar Third Investment Company ("Ayar"), pursuant to which Ayar has agreed to purchase 374,717,927 shares of common stock from Lucid in a private placement, at the same price per share initially paid by the underwriter in the public offering. The private placement is expected to close on October 31, 2024 and is subject to completion of the public offering and customary closing conditions. As a result of these purchases, Ayar expects to maintain its approximate 58.8% ownership of Lucid's outstanding common stock. In addition, Ayar has agreed to purchase from us, in the event that the underwriter exercises its option, additional shares of our common stock to maintain its ownership of Lucid's outstanding common stock, and an additional closing for such purchase would be held 10 business days after the underwriter's exercise of its option. Lucid intends to use the net proceeds from the public offering, as well as from the private placement by its majority stockholder, for general corporate purposes, which may include, among other things, capital expenditures and working capital. The public offering is being made pursuant to Lucid's effective shelf registration statement on Form S-3, including a base prospectus, filed with the Securities and Exchange Commission (the "SEC") and a prospectus supplement relating to the public offering. Prospective investors should read the prospectus supplement and the accompanying base prospectus in that registration statement and other documents that Lucid has filed or will file with the SEC for information about Lucid and the public offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus supplement and the base prospectus may be obtained from BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com. * * * Bloomberg notes that this offering comes two months after Lucid secured a cash injection of up to $1.5 billion from an affiliate of Saudi Arabia's Public Investment Fund. About Lucid Group Inc. Lucid Group, Inc., is a technology and automotive company focused on designing, developing, manufacturing, and selling the next generation of electric vehicles, EV powertrains and battery systems. In August 2024, Lucid announced that an affiliate of Saudi Arabia's Public Investment Fund is set to provide Lucid Group with up to $1.5 billion in cash, which will boost the company's shares as it prepares to launch its first sport utility vehicle. Ayar Third Investment Company has committed to make the investments through the purchase of $750 million in convertible preferred stock and the provision of a $750 million unsecured credit. The new investment is provided while the automaker tries to deal with declining demand for electric vehicles and production obstacles. LUMEN TECHNOLOGIES: Issues $438.3M Secured Notes in Exchange Offers ------------------------------------------------------------------- Lumen Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 3, 2024, the Company announced, among other things, that the Company had commenced a series of exchange offers for certain of its outstanding unsecured notes. On September 24, 2024, Lumen filed with the SEC a Current Report on Form 8-K describing the early settlement of the Exchange Offers, under which Lumen issued approximately $438.3 million aggregate principal amount of 10.000% secured notes due 2032 and paid approximately $13.7 million cash (excluding accrued and unpaid interest payable with respect to the exchanged Subject Notes) in exchange for approximately $490.8 million aggregate principal amount of the Subject Notes. The Exchange Offers expired at 5:00 p.m., New York City Time, on October 1, 2024. On October 4, 2024, in connection with completing the final settlement of the Exchange Offers, Lumen issued $464,325 aggregate principal amount of additional 10.000% Lumen Notes in exchange for $549,000 aggregate principal amount of the Subject Notes validly tendered after the early tender time but before the Expiration Time. The Additional Notes constitute "Additional Notes" under the Indenture dated September 24, 2024, by and between Lumen, as issuer, certain guarantors party thereto, Regions Bank, as trustee, and Bank of America, N.A., as collateral agent, which governs the terms of the 10.000% Lumen Notes. The Additional Notes form a single class with, and are otherwise identical to, the Initial Notes, other than with respect to their issuance date. About Lumen Technologies Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. -- lumen.com -- is a facilities-based technology and communications company that provides a broad array of integrated products and services to its domestic and global business customers and its domestic mass markets customers. The Company's platform empowers its customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access, and reduce costs, which allows its customers to rapidly evolve their IT programs to address dynamic changes. Lumen reported a net loss of $10.30 billion in 2023 following a net loss of $1.55 billion in 2022. As of June 30, 2024, Lumen Technologies had $32.94 billion in total assets, $3.74 billion in total current liabilities, $18.41 billion in long-term debt, $10.33 billion in total deferred credits and other liabilities, and $466 million in total stockholders' equity. * * * In October 2024, S&P Global Ratings raised the issuer-credit rating on U.S.-based telecommunications service provider Lumen Technologies Inc. to 'CCC+' from 'SD' (selective default). S&P said, "We also assigned a 'CCC+' issue-level rating and '3' recovery rating to Level 3's senior secured second-lien notes due 2032 and lowered the issue-level rating on the existing Level 3 second-lien notes to 'CCC+'. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of payment default. "At the same time, we assigned a 'B' issue-level rating and '1' recovery rating to Lumen's 10% super-priority second-out notes due 2032. The recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of payment default. "The developing outlook reflects that we could raise the rating on Lumen if it successfully executes on its network and IT systems integration project while building customer networks for Microsoft and other hyperscalers with upfront cash payments such that earnings grow and leverage declines. Conversely, we could lower the rating if Lumen announces another exchange transaction or liquidity deteriorates because of execution missteps." M & M FARMS: Hires Law firm of Calaiaro Valencik as Counsel ----------------------------------------------------------- M & M Farms, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Law Firm of Calaiaro Valencik as counsel. The firm will provide these services: a. preparation of the bankruptcy petition and attendance at the meeting of creditors; b. representation of the Debtor in relation to negotiating an agreement on cash collateral; c. representation of the Debtor in relation to acceptance or rejection of executory contracts; d. advice regarding Debtor's rights and obligations during the Chapter 11 case; e. representation of the Debtor in relation to any motions to convert or dismiss this Chapter 11; f. representation of the Debtor in relation to any motions for relief from stay filed by any creditors; g. preparation of the Chapter 11 Plan and Disclosure Statements. h. preparation of any objection to claims in the Chapter 11. i. otherwise, representation of the Debtor in general. The firm will be paid at these rates: Donald R. Calaiaro, Attorney/Partner $450 per hour David Z. Valencik, Attorney/Partner $375 per hour Andrew K. Pratt, Attorney/Partner $325 per hour Paralegals $100 per hour The firm received an initial retainer in the amount of $6,738. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald R. Calaiaro, Esq., a partner at Law firm of Calaiaro Valencik, 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: Donald R. Calaiaro, Esq. Law firm of Calaiaro Valencik 938 Penn Avenue, 5th Fl. Suite 501 Pittsburgh, PA 15222 Tel: (412) 232-0930 Fax: )412) 232-3858 Email: dcalaiaro@c-vlaw.com About M & M Farms, Inc. M & M Farms, Inc. in Pittsburgh, PA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 24-22320) on Sept. 19, 2024, listing $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Matthew H. Moraitis as authorized representative of the Debtor, signed the petition. CALAIARO VALENCIK serve as the Debtor's legal counsel. MAGIPORT GROUP: Gets Interim Approval to Use Cash Collateral ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida granted Miniport Group, Inc.'s amended motion for the interim use of cash collateral. The amended motion aimed to clarify details from the original filing, including adequate protection payments to secured creditors and a budget reflecting the company's post-petition operational needs. The court order authorized Miniport to utilize cash collateral in accordance with its budget, with a 10% variance. The proposed monthly budget shows an estimated total income of $12,470.57, derived from various sources such as rental income, promissory note income, and contributions. It also shows projected total monthly expenses of $12,470.57, which include payments for property maintenance, insurance, taxes, and remodeling expenses. About Magiport Group Magiport Group, Inc., a for-profit corporation in Boca Raton, Fla., is engaged in residential real estate development, including 'fix and flip' projects. It manages multiple properties in Smith County and Nacogdoches County, Texas. Magiport Group filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 24-18977) on August 30, 2024, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Gineton Alencar, president and chief executive officer, signed the petition. The Hon. Mindy A. Mora is the case judge. Eric Yankwitt, Esq., at the Eric Yankwitt Law Office, serves as the Debtor's bankruptcy counsel. MARKETING ANALYSTS: Hires Campbell Law Firm P.A. as Counsel ----------------------------------------------------------- Marketing Analysts, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Campbell Law Firm, P.A. as counsel to handle its Chapter 11 case. The firm will be paid at these rates: Kevin Campbell $450 per hour Michael H. Conrady $400 per hour Suzanne Campbell Chisholm $300 per hour Staff $100 per hour The firm was paid a retainer in the amount of $15,225. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Campbell, Esq., a partner at Campbell Law Firm, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin Campbell, Esq. Campbell Law Firm, P.A., 890 Johnnie Dodds Blvd., Mt. Pleasant, SC 29465 Tel: (843) 884-6874 Fax: (843) 884-0997 About Marketing Analysts, LLC Marketing Analysts LLC is a marketing agency in South Carolina. Marketing Analysts LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 24-03671) on October 9, 2024. In the petition filed by Robert Clark, as manager/member, the Debtor reports total assets of $332,938 and total liabilities of $1,441,611. The Honorable Bankruptcy Judge Elisabetta Gm Gasparini handles the case. The Debtor is represented by: Michael Conrady, Esq. CAMPBELL LAW FIRM, PA PO Box 684 Mt. Pleasant, SC 29465 Tel: (843) 884-6874 Fax: (843) 884-0997 MBMG HOLDING: Seeks to Hire Oppenheimer & Co. as Investment Banker ------------------------------------------------------------------ MBMG Holding, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Oppenheimer & Co. Inc. as investment banker. The firm will render these services: (a) advise and assist in connection with defining strategic and financial objectives; (b) review the Debtors' historical and projected financial statements; (c) identify potential parties to a transaction; (d) assist in the preparation of a confidential memorandum and related materials describing the Debtors and their business for distribution to prospective acquirers; (e) assist with the population, maintenance and permissioning of access to a virtual data room containing douments the Debtors supplies for review by prospective counterparties; (f) assist with obtaining customary confidentiality agreement from such counterparties; (g) maintain a contact log of interested buyers; and (h) assist in negotiating the financial terms and structure of the transaction. The firm will be paid at these fees: (a) investment equal to the greater of (a) four and three quarters percent of the gross proceeds raised from the investment and (b) $2,250,000; and (b) transaction fee in cash equal to $3,000,000. In addition, the firm will seek reimbursement for expenses incurred. ` Don Retucci, a managing director at Oppenheimer, 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: Don Retucci Oppenheimer & Co. Inc. 85 Broad Street, 23rd Floor New York, NY 10004 About MBMG Holding MBMG Holding, LLC and its affiliates The Debtors are an independent primary care and integrated physician group focused on value-based, multi-specialty healthcare services. The Debtors deliver health and wellness services to approximately 35,000 patients across 26 primary care centers in Florida, with half of those centers being in Miami-Dade County. In addition to primary care services, the Debtors provide several in-house and ancillary support services to patients, including dental, vision, in-home, telehealth, case management, podiatry, chiropractic, pain management, lab, x-ray, and transportation services, and operate wellness centers that provide meal support and social activities. MBMG Holding, LLC and its affiliates commenced voluntary Chapter 11 proceedings (Bankr. S.D. Fla. Lead Case No. 24-20576) on Oct. 13, 2024. In the petitions signed by Nicholas K. Campbell, chief restructuring officer, MBMG Holding disclosed up to $50,000 in estimated assets and up to $500 million in estimated liabilities. Judge Corali Lopez-Castro oversees the cases. The Debtors tapped Berger Singerman LLP as legal counsel; Meru, LLC as restructuring advisor; and Oppenheimer & Co. Inc. as investment banker. Epiq Corporate Restructuring, LLC is the claims agent. MERCURY INVESTMENTS: Hires RHM Law LLP as Bankruptcy Counsel ------------------------------------------------------------ Mercury Investments LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ RHM Law LLP as general bankruptcy counsel. The firm will: a. render advice and assistance regarding compliance with the requirements of the United States Trustee ("UST"); b. provide advice regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors; c. give advice regarding cash collateral matters; d. conduct examinations of witnesses, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; e. provide advice concerning the requirements of the Bankruptcy Code and applicable rules; f. assist with the negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; and g. make any appearances in the Bankruptcy Court on behalf of the Debtor; and to take such other action and to perform such other services as the Debtor may require. The firm will charge the Debtor for its legal services on flat fee basis in accordance with its ordinary and customary rates. RHM Law LLP will be paid a retainer in the amount of $36,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Roksana D. Moradi-Brovia, a partner at RHM Law 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: Roksana D. Moradi-Brovia, Esq. RHM LAW LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 Email: roksana@RHMFirm.com About Mercury Investments Mercury Investments LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-17177) on September 4, 2024. In the petition filed by Ruth Ann Isaacs Hamilton, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Sheri Bluebond handles the case. The Debtor is represented by: Matthew D. Resnik, Esq. RHM LAW LLP 17609 Ventura Blvd. Ste 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: matt@rhmfirm.com METRO GLASS: Seeks Bankruptcy Protection ---------------------------------------- Metro Glass Inc. filed Chapter 11 protection in the District of New Jersey. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 50 and 99 creditors. The petition states funds will be available to unsecured creditors. About Metro Glass Inc. Metro Glass Inc. is a glass & mirror shop in Middlesex, New Jersey. Metro Glass Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-20047) on October 10, 2024. In the petition filed by George O'Donnell, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Justin M Gillman, Esq. GILLMAN CAPONE LLC 770 Amboy Avenue Edison NJ 08837 Tel: (732) 661-1664 Fax: (732) 661-1707 E-mail: jgillman@gillmancapone.com MEXICAN MANUFACTURERS: Gets Interim OK to Use Cash Collateral ------------------------------------------------------------- Mexican Manufacturers, Inc. received interim approval from the U.S. Bankruptcy Court for the Western District of Texas to use cash collateral to fund its own operation and that of its subsidiary, Servicios De Fabricas International. The interim order authorized Mexican Manufacturers to utilize the cash collateral of its previous owner, John Martino, who is currently a creditor of the company. Mr. Martino has security interest in the company's accounts receivable and other assets, which constitute his cash collateral. To protect creditor's interest, the bankruptcy court required the company to make monthly payments of $7,694.84 to Mr. Martino. In addition, the court granted the creditor replacement liens. The final hearing is scheduled for Nov. 12. About Mexican Manufacturers Mexican Manufacturers, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 24-30459) on April 16, 2024, with as much as $1 million in both assets and liabilities. Judge Christopher G. Bradley oversees the case. Miranda & Maldonado, PC and Michael L. Schmid, CPA, PLLC serve as the Debtor's bankruptcy counsel and accountant, respectively. MICHIGAN PAIN: Creditors to Get Proceeds From Liquidation --------------------------------------------------------- Michigan Pain Consultants, P.C., filed with the U.S. Bankruptcy Court for the Western District of Michigan a Plan of Liquidation dated September 10, 2024. Organized in 1984, Michigan Pain Consultants, P.C. is a comprehensive pain management medical practice with multiple locations in Big Rapids, Greenville, Grand Rapids, Holland, Muskegon, and Wyoming, Michigan. Prior to the Petition Date, the Debtor encountered financial difficulties with respect to its debtor/creditor relationships with parties, including 5th/3rd Bank and Medicare (through its agents, including CoventBridge (USA) Inc.). The Medicare determination is on appeal and is a contingent, unliquidated, and disputed liability as of the Petition Date. The Debtor filed the instant case in an effort to effectively manage the wind down of its practice with a goal of maximizing recovery for the Bankruptcy Estate and ensuring patient care. The Debtor has been successful in its efforts and believes that through this Plan, Creditors will receive a recovery that is substantially higher than if the Debtor was liquidated under Chapter 7 of the Bankruptcy Code. Given that the Debtor is liquidating through this Plan, no post confirmation financial projections are provided with this Plan. Class VI consists of General Unsecured Claims. Neither pre confirmation interest nor post-confirmation interest on Allowed Class VI Claims will be paid. A Creditor in this Class shall receive a pro rata distribution incident to its Allowed Unsecured Claim based on a single payment on the Distribution Date of its pro rata share after all Allowed Administrative Claims, Priority Claims, and Classes I, III, IV, and V are paid in full. This Class is Impaired. Class VII will not receive payments and consists of the Interests of the equity security holders in the Debtor. The Holders of the Interests in the Debtor shall neither receive any distributions nor retain any property under the Plan. On the Effective Date, all certificates, documents, and other instruments underlying the equity Interests shall be canceled. This Class is Impaired. Upon the occurrence of the Effective Date, the Plan shall be implemented and administered by the Plan Administrator. Upon the Effective Date, the Assets (including, without limitation, all Causes of Action) shall vest in the Plan Administrator pursuant to Section 5.12 of the Plan and, to the extent not yet liquidated, shall be liquidated and reduced to Cash by the Plan Administrator for distribution among Holders of Allowed Claims in accordance with the Plan. The Plan will be funded by proceeds of those Assets. A full-text copy of the Liquidating Plan dated September 10, 2024 is available at https://urlcurt.com/u?l=yD3WF6 from PacerMonitor.com at no charge. Counsel for the Debtor: Charles D. Bullock, Esq. Elliot G. Crowder, Esq. 26100 American Drive, Suite 500 Southfield, MI 48034 Telephone: (248) 354-7906 Facsimile: (248) 354-7907 Email: cbullock@sbplclaw.com ecrowder@sbplclaw.com About Michigan Pain Consultants Michigan Pain Consultants, P.C., is a healthcare group in Grand Rapids, Mich., which specializes in medication, therapy, pain management, and rehabilitation services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01571) on June 12, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Stacy Ward, executive director, signed the petition. Judge Scott W. Dales oversees the case. Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C., represents the Debtor as legal counsel. Deborah L. Fish, Esq., managing partner at Allard & Fish, P.C., was appointed as patient care ombudsman in the Debtor's case. MICHIGAN PAIN: Hires Miedema Appraisals as Appraiser ---------------------------------------------------- Michigan Pain Consultants, P.C. seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Miedema Appraisals as appraiser. The firm will provide appraisal services on certain assets of the Debtor, such as major machinery and equipment, miscellaneous machinery and equipment, office equipment and furniture. The firm will be paid $3,900 to $4,600 for the appraisal services. Brent Dommisse, ASA Senior Appraiser at Miedema Appraisals, 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: Brent Dommisse Miedema Appraisals 601 Gordon Industrial Court Byron Center, MI 49315 About Michigan Pain Consultants Michigan Pain Consultants, P.C. is a healthcare group in Grand Rapids, Mich., which specializes in medication, therapy, pain management, and rehabilitation services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01571) on June 12, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Stacy Ward, executive director, signed the petition. Judge Scott W Dales oversees the case. Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C., represents the Debtor as legal counsel. Deborah L. Fish, Esq., managing partner at Allard & Fish, P.C., was appointed as patient care ombudsman in the Debtor's case. MICHIGAN PAIN: Hires Varnum LLP as Special Counsel -------------------------------------------------- Michigan Pain Consultants, P.C. seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Varnum LLP as special counsel. The Debtor needs the firm's legal assistance in connection with the Debtor's 401(k) Profit Sharing Plan including assistance with filing a Voluntary Fiduciary Correction Program, safe harbor notices, and termination of the Plan. The firm will be paid at $275 to $615 per hour. Varnum LLP received a retainer in the amount of $3,038.50 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John D. Arendshorst, Esq., a partner at Varnum 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: John D. Arendshorst, Esq. Varnum LLP P.O. Box 352 Grand Rapids, MI 49501 Tel: (616) 336-6560 Email: jdarendshorst@varnumlaw.com About Michigan Pain Consultants Michigan Pain Consultants, P.C. is a healthcare group in Grand Rapids, Mich., which specializes in medication, therapy, pain management, and rehabilitation services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01571) on June 12, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Stacy Ward, executive director, signed the petition. Judge Scott W Dales oversees the case. Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C., represents the Debtor as legal counsel. Deborah L. Fish, Esq., managing partner at Allard & Fish, P.C., was appointed as patient care ombudsman in the Debtor's case. MIDWEST CHRISTIAN: To Sell Carmi Clinic to SB Properties -------------------------------------------------------- Midwest Christian Villages Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, at a hearing on November 6, 2024, to sell Carmi Clinic in Illinois to SB Properties LLC, free and clear of all claims, liens, rights, interests, and encumbrances. The Carmi Clinic, located 1112 Oak Street, Carmi, Illinois 62821, is a stand-alone business that houses a therapy and hospital clinic. The Debtors have agreed to sell the Property to SB Properties LLC for $750,000 free and clear of any liens, claims, interests, and encumbrances. The Debtors, with the assistance of B.C. Ziegler and Company, as financial advisor, launched a comprehensive marketing process to engage third parties in a potential sale transaction, and came up with more than 3000 potential buyers. SB Properties is in a unique position to evaluate the Carmi Clinic and offers the highest and best purchase price as a current employee of the Debtor. The Debtors believe that the proposed Sale is in the best interests of the Debtors and their estates, and the buyer has the financial capacity to close the sale quickly, minimizing any administrative burden to the Debtors. The Debtors propose to close the sale as soon as possible after the sale hearing to maximize the value received for the Carmi Clinic and reduce accrual of administrative expenses relating to the assets. About Midwest Christian Villages Inc. Midwest Christian Villages Inc. operates a mix of independent, assisted and skilled nursing campuses in 10 locations across the Midwest, serving over 1,000 residents. Midwest Christian Villages and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petitions were signed by Kate Bertram, chief operating officer. Judge Kathy Surratt-States oversees the cases. The Debtors tapped Stephen O'Brien, Esq., at Dentons US, LLP and Summers Compton Wells, LLC as bankruptcy counsels; B.C. Ziegler and Company as investment banker; and Plante Moran as auditor and tax consultant. Kurtzman Carson Consultants, LLC, doing business as Verita Global, is the claims and noticing agent. The U.S. Trustee for Region 13 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Cullen and Dykman, LLP as general counsel; Sandberg Phoenix & von Gontard P.C. and Schmidt Basch, LLC as local counsel; and Province, LLC as financial advisor. MOUNTAINS OF SABER: Seeks to Hire Bronson Law Offices as Counsel ---------------------------------------------------------------- Mountains of Saber, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Bronson Law Offices, PC as its counsel. The firm's services include: (a) assist in the administration of the Debtor's Chapter 11 proceeding; (b) prepare or review operating reports; (c) set a bar date; (d) remove the receiver; (e) review claims and resolve claims which should be disallowed; and (f) assist in reorganizing and confirming a Chapter 11 plan. The firm's standard hourly rates are as follows: H. Bruce Bronson, Attorney $525 Of Counsel $375 - $550 Paralegal/Legal Assistant Time $150 - $250 The Debtor paid the firm a $15,000 retainer, which included the filing fee payment of $1,738. Mr. Bronson 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: H. Bruce Bronson, Esq. Bronson Law Offices, P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Telephone: (914) 269-2530 Facsimile: (888) 908-6906 Email: hbbronson@bronsonlaw.net About Mountains of Saber Mountains of Saber LLC is the fee simple owner of nine rentable commercial spaces varying in size located at 797-815 Stanley Avenue Brooklyn, NY valued at $3 million (based on Debtor's estimate). Mountains of Saber LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43693) on September 5, 2024. In the petition filed by Ali Alsaede, chief restructuring officer, the Debtor reports total assets of $3,000,000 and total liabilities of $525,677. Judge Jil Mazer-Marino oversees the case. H. Bruce Bronson, Esq., at Bronson Law Offices, P.C. serves as the Debtor's counsel. MOZART CAFE: Hires Law Offices of Alla Kachan P.C. as Counsel ------------------------------------------------------------- Mozart Café Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Law Offices of Alla Kachan, P.C. as counsel. The firm will provide these services: a. assist Debtor in administering this case; b. making such motions or taking such action as may be appropriate or necessary under the Bankruptcy Code; c. represent Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as Debtor deem appropriate; d. take such steps as may be necessary for Debtor to marshal and protect the estate's assets; e. negotiate with Debtor's creditors in formulating a plan of reorganization for Debtor in this case; f. draft and prosecute the confirmation of Debtor's plan of reorganization in this case; g. render such additional services as Debtor may require in this case; The firm will be paid at these rates: Attorneys $475 per hour Paraprofessionals $250 per hour The firm was paid an initial retainer in the amount of $15,000. Law Offices of Alla Kachan will also be reimbursed for reasonable out-of-pocket expenses incurred. Alla Kachan, Esq., a partner at Law Offices of Alla Kachan, 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: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 2799 Coney Island Avenue Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com About Mozart Cafe Inc. Mozart Cafe Inc., doing business as Illy Caffe, is a cozy coffee shop in Brooklyn, NY that offers a variety of hot and cold beverages, pastries, and light snacks. Mozart Cafe Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43000) on July 19, 2024. In the petition filed by Ilgar Ashurov, as president, the Debtor reports total assets of $502,181 and total liabilities of $1,206,500. The Honorable Bankruptcy Judge Elizabeth S. Stong oversees the case. The Debtor is represented by: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 2799 Coney Island Avenue Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com NANCY GAINES: Hires Winsor Law Group PLC as Attorney ---------------------------------------------------- Nancy Gaines Cares LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Winsor Law Group, PLC as attorney. The firm's services include: a. advising Debtor with respect to its rights, powers and duties as Debtor and Debtor-in-Possession in the continued operation and management of its business; b. preparing and pursuing confirmation of a plan of reorganization and approval of a disclosure statement; c. preparing on behalf of the Debtor all necessary applications, motions, answers, proposed orders, other pleadings, notices, and reviewing all financial and other reports to be filed; d. advising the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed by other parties herein; e. appearing in Court to protect the interests of the Debtor; f. representing the Debtor in connection with use of cash collateral and/or obtaining post-petition financing; g. advising the Debtor concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; h. investigating the nature and validity of liens asserted against the property of the Debtor, and advising the Debtor concerning the enforceability of said liens; i. investigating and advising the Debtor concerning, and taking such action as may be necessary to collect, income and assets in accordance with applicable law, and the recovery of property for the benefit of the Debtor's estate; j. advising and assisting the Debtor sin connection with any potential property dispositions; k. advising the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring, and re-characterizations; l. assisting the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; m. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's estate or otherwise further the goal of completing the Debtor's successful reorganization; and n. to perform all other legal services for the Debtor which may be necessary and proper in this Chapter 11 Case. The firm will be paid at these rates: Mark A. Winsor $375 per hour Joseph G. Urtuzuastegui III $250 per hour Law Clerk $150 per hour Paralegal $125 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark A. Winsor, Esq., a partner at Winsor Law Group, PLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark A. Winsor, Esq. Winsor Law Group, PLC 1237 S. Val Vista Dr. Mesa, AZ 85204 Telephone: 480-505-7044 Emai: Joe@winsorlaw.com About Nancy Gaines Cares LLC Nancy Gaines Cares LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 2:24-bk-07245-EPB) on August 29, 2024. The Debtor hires Winsor Law Group, PLC as counsel. NEVADA COPPER: Jim Menesini Steps Down as Committee Member ---------------------------------------------------------- The U.S. Trustee for Region 17 disclosed in a court filing the resignation of Jim Menesini Petroleum, LLC from the official committee of unsecured creditors in the Chapter 11 cases of Nevada Copper, Inc. and Nevada Copper Corp. The remaining members of the committee are: 1. Mercuria Holdings (Singapore) PTE Ltd. 2. Small Mine Development, LLC 3. Boart Longyear Company 4. NewFields Companies, LLC About Nevada Copper Nevada Copper, Inc. and affiliates have been in the business of mining copper, and other minerals, and operating a processing plant that refines copper ore into copper concentrate, with the bulk of the Debtors' operations focused on their Pumpkin Hollow project, which is located outside of Yerington, Nevada. The project, which contains substantial mineral reserves and resources, including not only copper, but gold, silver, and iron magnetite, consists of an underground mine and processing facility, together with an open-pit project that is in the pre-feasibility stage of development. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Lead Case No. 24-50566) on June 10, 2024. In the petition signed by Gregory J. Martin, executive vice president and chief financial officer, Nevada Copper disclosed $500,000,001 to $1 billion in assets and $100 million to $500 million in liabilities. Judge Hilary L. Barnes oversees the cases. The Debtors tapped Allen Overy Shearman Sterling US, LLP as general bankruptcy counsel; McDonald Carano, LLP as Nevada bankruptcy counsel; AlixPartners, LLP as financial and restructuring advisor; Torys, LLP as special Canadian and corporate counsel; Moelis & Company, LLC as financial advisor and investment banker; and Epiq Corporate Restructuring, LLC as notice and claims agent and administrative advisor. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Nevada Copper, Inc. and Nevada Copper Corp. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Fox Rothschild, LLP as local counsel; Thornton Grout Finnigan, LLP as Canadian counsel; and Province, LLC as financial advisor. NORTH MISSISSIPPI: Hires Fletcher Heald & Hildreth as Counsel ------------------------------------------------------------- North Mississippi Media Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern Disctrict of Mississippi to employ Fletcher, Heald & Hildreth, PLC as special counsel. The Debtor requires a special counsel to seek approval of the Federal Communications Commissions of the applications for pro forma assignment of licenses and associated matters related to FCC requirements and policies. The firm will be paid at these hourly rates: Member Attorneys $475 - $675 Counsel $450 - $550 Associate Attorneys $325 - $400 Research Assistants/Paralegal $250 In addition, the firm will seek reimbursement for expenses incurred. Anne Goodwin Crump, Esq., an attorney at Fletcher, Heald & Hildreth, 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: Anne Goodwin Crump, Esq. Fletcher, Heald & Hildreth, PLC 1300 17th St. N 1100 Arlington, VA 22209 Telephone: (703) 812-0400 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. The Debtor tapped Craig M. Geno, Esq., at Law Offices Of Craig M. Geno, PLLC as bankruptcy counsel and Anne Goodwin Crump, Esq., at Fletcher, Heald & Hildreth, PLC as special counsel. NOSTRUM LABORATORIES: Gets Interim OK to Use Cash Collateral ------------------------------------------------------------ Nostrum Laboratories, Inc. received interim approval from the U.S. Bankruptcy Court for the District of New Jersey to use its cash collateral. The interim order penned by Judge John Sherwood approved the use of cash collateral to pay pre-bankruptcy wages, salaries and other compensation to W-2 employees, capped at $274,466.74. The order also authorized the company to utilize its cash collateral for payment of payroll tax obligations and for pre-bankruptcy 401(k) contributions for non-executive employees. Nostrum is prohibited from making any non-ordinary course payments, including bonus, incentive or severance payments to any insider, which require separate approval. Citizens Bank, N.A., the secured creditor, was granted a perfected priming replacement lien on Nostrum's assets for any pre-bankruptcy payments made pursuant to the interim order. About Nostrum Laboratories Nostrum Laboratories Inc. operates as a pharmaceutical company. It offers sucralfate, and theophylline extended release (ER) tablets, as well as piroxicam capsules, and carbamazepine ER capsules. Nostrum Laboratories sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-19611) on September 30, 2024, with $50 million to $100 million in assets and $10 million to $50 million in liabilities. James Grainer, chief financial officer, signed the petition. Judge John K. Sherwood handles the case. The Debtor is represented by David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis, LLP. OCEAN POWER: Receives $1.1 Million From NJEDA 2024 NOL Program -------------------------------------------------------------- Ocean Power Technologies, Inc., a leader in innovative and cost-effective low-carbon marine power, data, and service solutions, announced that it has been notified of a $1.1 million preliminary award under the New Jersey Economic Development Authority (NJEDA) 2024 Technology Business Tax Certificate Transfer Program, commonly known as the Net Operating Loss (NOL) Program. This program enables technology and life sciences businesses in New Jersey to sell a percentage of their New Jersey net operating losses and unused research and development (R&D) tax credits to unrelated profitable corporations for cash. OPT takes part in the NJEDA NOL program annually and received a $1.2 million award for the 2023 NOL program. This funding represents a significant resource as the Company continues to make progress on its previously announced path to profitability. In addition, the receipt of this award demonstrates the potential value of the Company's net operating losses and unused R&D tax credits and the need to preserve these potentially valuable assets and thereby preserve OPT's ability to participate in future value enhancing monetization opportunities. About Ocean Power Technologies Ocean Power Technologies, Inc. -- https://oceanpowertechnologies.com/ -- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. The Company's PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also offers WAM-V autonomous surface vessels (ASVs) and marine robotics services. The Company's headquarters is located in Monroe Township, New Jersey, with an additional office in Richmond, California. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated July 25, 2024, citing that the Company has recurring net losses and net cash flow used in operations that raise substantial doubt about its ability to continue as going concern. ODI OLDCO: Hires Diane Frieders-White as Consultant --------------------------------------------------- ODI Oldco, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Diane Frieders-White as consultant. The firm's services include: a. reviewing receipts and disbursements of the Debtors and reconciling such receipts and disbursements against the Debtors' books and records; b. facilitating payments to vendors and other payees; c. assisting with the recording of transactions in the Debtors' books and records; d. providing documents and information as needed to prepare the Debtors' 2023 and 2024 tax returns and interfacing with the Debtors' accountants in connection therewith; e. providing documents and information as needed to conduct audits of, and wind up, the Debtors' 401(k) plan and interfacing with the Debtors' plan auditors in connection therewith; f. assisting in the reconciliation of claims filed in the Debtors' bankruptcy cases, including 503(b)(9) and taxing authority claims; g. assisting the Debtors' representatives in preparing an allocation of the proceeds of the Asset Sale; h. compiling documents and information related to insider transfers and equity transactions, including distributions for tax purposes; i. gathering information from the Debtors' internal records related to potential preferential transfers; j. cooperating with and assisting representatives of the Debtors (including the Debtors' chief restructuring officer and his staff, and the Debtors' legal counsel), the Official Committee of Unsecured Creditors, and any liquidating trustee appointed in the Debtors' bankruptcy cases, to provide documents and information as may be requested; k. training members of the Committee and/or their representatives in the Debtors' financial recordkeeping systems and processes; and l. further assisting in any aspects of the Debtors' bankruptcy cases, the administration of their assets, and the wind-up of their businesses as may be requested. The firm will be paid at $250 per hour and a one-time lump-sum payment by the Debtors in the amount of $10,000 in consideration for her continued availability to perform the Services. Diane Frieders-White, 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: Diane Frieders-White 849 S. Loomis Street Naperville, IL 60540 Email: diane.frieders-white@oberweis.com About ODI Oldco Oberweis Dairy, Inc. is a dairy product manufacturing business in North Aurora, Ill. Oberweis Dairy and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 24-05385) on April 12, 2024. In the petition signed by Adam Kraber, president, Oberweis Dairy disclosed up to $50 million in both assets and liabilities. Judge David D. Cleary oversees the cases. The Debtors tapped Howard L. Adelman, Esq., at Adelman & Gettleman,Ltd. as legal counsel and CPT Group, Inc. as noticing, claims, and solicitation agent. OUR WICKED: Seeks to Hire John Lehr P.C. as Counsel --------------------------------------------------- Our Wicked Lady LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ John Lehr, P.C. as counsel. The firm will provide these services: a. give Debtor guidance with respect to its power and responsibility as a debtor-in-possession in the continued management of its property; b. attend creditors' meetings and Section 341 hearings; c. negotiate with creditors of the Debtor in formulating a plan of reorganization and to take the necessary legal steps in order to institute plans of reorganization and/or liquidation; d. aid the Debtor in the preparation and drafting of disclosure statement; e. prepare on behalf of the Debtor, all necessary petitions, reports, applications, orders and other legal papers; f. appear before the United States Bankruptcy Court and to represent the Debtor in all matters pending before said Court; and g. perform all legal services that may be necessary and appropriate. The firm will be paid at the rate of $350 per hour. The firm received a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Lehr, Esq., a partner at John Lehr, 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: John Lehr, Esq. John Lehr, P.C. 1979 Marcus Avenue, Suite 210 New Hyde Park, NY 11042 Tel:(516) 200-3523 Email: jlehr@johnlehrpc.com About Our Wicked Lady LLC Our Wicked Lady LLC is a venue of rehearsal space, art studios & rooftop bar with live music, films & snacks. Our Wicked Lady LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43390) on August 14, 2024. In the petition filed by Keith Hamilton, as managing member, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Nancy Hershey Lord handles the case. The Debtor is represented by: John Lehr, Esq. JOHN LEHR, P.C. 1979 Marcus Avenue 210 New Hyde Park NY 11042 Tel: (516) 200-3523 Email: jlehr@johnlehrpc.com P&L DEVELOPMENT: S&P Upgrades ICR to 'CCC+' on Debt Exchange ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating to 'CCC+' from 'CCC' on U.S.-based P&L Development Holdings LLC (PLD). S&P said, "We assigned an issue-level rating of 'CCC+' to the new PIK toggle notes. The recovery rating is '4', indicating our expectations for average (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. Our rating actions assume the transactions close on the terms presented to us. "The negative outlook reflects our view that PLD's credit metrics continue to indicate that its capital structure is unsustainable, including S&P Global Ratings-adjusted leverage in excess of 10x and EBITDA cash interest coverage below 1.5x." PLD announced the commencement of a partial exchange offer for $350 million of its $465 million senior secured notes due in November 2025. Participating noteholders in the early tender will receive new payment-in-kind (PIK) toggle notes at an exchange premium of 105.3. PLD's operating performance in 2024 has improved substantially from 2023, but credit metrics continue to indicate an unsustainable capital structure pro forma for the transaction. S&P said, "In the second half of 2024, we anticipate sales and S&P Global Ratings-adjusted EBITDA will be relatively in line with the first half. While it appears the company is making progress on its strategic initiatives, we recognize that the track record of improved performance covers just two quarters of results. Our base case assumes about 560 basis points (bps) of improvement in S&P Global Ratings-adjusted EBITDA margin, about tripling EBITDA from an extremely low base in 2023. Our forecast considers that the company will continue to profitably scale its product launches in new categories along with improved utilization of recently built out capacity for oral electrolyte solutions, mouthwash, nutritional gummies, and omeprazole. "We also view the consolidation of the Rogue royalty cash flow into PLD and the profit component negotiated in the restructured master supply agreement to be material drivers of increased earnings for the remainder of 2024 and in 2025. That said, we believe that PLD's business exhibits a high degree of customer concentration (particularly with its top four customers and to a greater extent its largest customer that constitutes 32% of sales). We believe the risk of losing material business with a key customer could derail the progress PLD has made on revenue and earnings growth. "Notwithstanding these incremental improvements in business prospects for PLD, we recognize that the company's credit metrics are still very weak. Even if PLD opts to pay 3.5% PIK interest on its senior secured notes for the next two years, cash cost of debt capital still increases to 9% from 7.75%. We also anticipate the company's EBITDA cash interest coverage will be weak. We project 1.4x EBITDA cash interest coverage in 2025 and 2026 in our base case, declining to 1.2x after the PIK interest period expires heading into 2027. Furthermore, we expect leverage will remain high, about 10x, in 2025. As a result, any future positive rating action would hinge on PLD materially exceeding our base case forecast. "We view the proposed transaction as liquidity enhancing, providing adequate compensation to bondholders. The new PIK toggle notes will be issued at a premium of 105.3, resulting in total aggregate principal of about $490 million upon execution of the exchange and concurrent financing to take out the remainder of the old bonds. The new notes provide the company with the option to pay interest at 9% cash and 3.5% PIK (until November 2026, when cash interest will be 12%) or 12% cash interest. The new bonds will also mature at 102.5 rather than par. Finally, the family that owns PLD is contributing to the company the royalty stream associated with Rogue nicotine products. This $40 million-$50 million value will be pledged by PLD to the new PIK notes. The family's contribution will moderately enhance PLD's cash flow. "PLD's liquidity position improves pro forma for the transaction, but underperformance could still result in free operating cash flow (FOCF) deficits and draws on the asset-based lending (ABL) facility. In addition to our expectation that 100% of the 2025 notes will be paid off at least at par, the transaction proposes extending the ABL maturity to December 2027 from June 2025. As a result, we no longer envision a specific payment default scenario over the next 12 months and do not expect the springing fixed-charge coverage ratio covenant will be in effect. Furthermore, PLD's sale-leaseback transaction resulted in substantial ABL paydown after the second quarter. "The negative outlook reflects our view that PLD's credit metrics continue to indicate that its capital structure is unsustainable, including S&P Global Ratings-adjusted leverage in excess of 10x and EBITDA cash interest coverage below 1.5x in 2025." S&P could lower its ratings on PLD if S&P envisions a specific default scenario within the subsequent 12 months. This could occur if: -- Operating performance deteriorates such that the company experiences cash flow deficits, indicating a deterioration of liquidity, including further borrowing on its ABL facility; or -- Higher debt balances and stepped-up cash debt service costs also pressure cash flow generation. S&P could take a positive rating action on PLD if it no longer view its capital structure as unsustainable, with EBITDA cash interest coverage approaching 2x and sustained positive FOCF. This could occur if: -- The company effectively and profitably scales product launches in omeprazole, vitamin gummies, mouthwash, and oral electrolyte solutions. -- The U.S. Food and Drug Administration (FDA) approves the proposal for PLD to be awarded the Procter & Gamble Co. over-the-counter liquids and solids contract; and -- It executes cost-saving programs on time and on budget, leading to sustainable margin expansion. PACES WEST: Gary Murphey of Resurgence Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Gary Murphey of Resurgence Financial Services, LLC as Subchapter V trustee for Paces West Properties, LLC. Mr. Murphey will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Murphey declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gary Murphey Resurgence Financial Services, LLC 3330 Cumberland Blvd., Suite 500 Atlanta, GA 30330 Tel: (770) 933-6855 Email: Murphey@RFSLimited.com About Paces West Properties Paces West Properties, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-60305) on September 30, 2024, with $1 million to $10 million in both assets and liabilities. PATRIOT TRANSPORT: Hires Gutnicki LLP as Legal Counsel ------------------------------------------------------ Patriot Transport, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gutnicki LLP as counsel. The firm will provide these services: a. negotiation with creditors; b. preparation of a plan; c. examination and resolution of claims filed against the estate; d. preparation and prosecution of adversary proceedings, if any; e. preparation of pleadings filed in the case; f. interaction with the trustee in this case; g. attendance at court hearings; and h. representation of the Debtor in matters before the Court. Gutnicki LLP will be paid at these rates: Miriam Stein Granek $500 per hour Attorney $345 per hour to $850 per hour The firm will be paid a post-petition retainer in the amount of $10,000. Gutnicki LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Miriam Stein Granek, a partner at Gutnicki 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: Miriam Stein Granek Gutnicki LLP 4711 Golf Road, Suite 200 Skokie, IL 60076 Tel: (847) 745-6592 Email: mgranek@gutnicki.com About Patriot Transport Patriot Transport, Inc., a trucking company in Carol Stream, Ill., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07407) on May 17, 2024, with up to $10 million in assets and up to $50 million in liabilities. Igor Terletsky, president, signed the petition. Judge Timothy A. Barnes presides over the case. John F. Hiltz, Esq., at Leibowitz, Hiltz & Zanzig, LLC represents the Debtor as counsel. PHOENIX ENERGY: Sec. 341(a) Meeting of Creditors on Nov. 12 ----------------------------------------------------------- Phoenix Energy Resources LLC filed Chapter 11 protection in the Northern District of West Virginia. According to court documents, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 12, 2024 at 10:00 a.m. in Room Telephonically with US Trustee. About Phoenix Energy Resources Phoenix Energy Resources LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. W. Va. Case No. 24-00520) on October 10, 2024. In the petition filed by John F. Hale, Jr., as managing member, the Debtor reports estimated assets between $$0 million and $100 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge David L. Bissett handles the case. The Debtor is represented by: David M. Jecklin, Esq. LEWIS GIANOLA PLLC 1714 Mileground Morgantown, WV 26505 Tel: (304) 291-6300 Fax: (304) 291-6307 E-mail: djecklin@lewisgianola.com PHYSICIAN PARTNERS: S&P Downgrades ICR to 'CCC+', Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Medicare advantage-focused primary care service provider Physician Partners LLC to 'CCC+' from 'B-'. The outlook is negative. S&P said, "We also lowered our issue-level rating on the company's senior secured debt to 'CCC+' from 'B-'. The recovery rating on this debt remains '3'. "The negative outlook reflects our view that the company is currently susceptible to cash burn resulting from elevated medical costs due to higher utilization rate, and de novo costs. It also reflects our view that there is heightened risk of a near-term default such as a bankruptcy filing or debt restructuring." Medicare Advantage-focused primary care service provider Physician Partners LLC continues to be affected by an elevated medical cost ratio, high start-up losses related to its de novo centers, and expected headwinds from the CMS-HCC Model V28. S&P said, "We believe the company will burn through the majority of its liquidity by the end of 2025 and is dependent upon favorable economic and operating conditions to meet its financial obligations in 2026 and beyond. "The downgrade reflects our view that Physician Partners' capital structure is unsustainable over the medium to long term. We believe Physician Partners is highly dependent on multitude favorable conditions to meet its financial obligations--including a moderating medical cost ratio, successful ramp up in de novo locations, improved reimbursement rates, and decline in interest rates. While we expect Physician Partners to benefit from cost-cutting, break-even profitability at its de novos, and rate improvements in 2026, we believe the company's ability to generate positive cash flow is highly uncertain. However, we do not anticipate credit or payment pressure in the next 12 months given that total liquidity--cash balance and revolver availability--appears adequate. "We expect Physician Partners' low profitability to persist through 2024 and 2025. In the first half of 2024, the company continued to experience elevated operating costs resulting in an EBITDA margin decline to approximately 2% from 8% in the comparable period. Operating costs continued to be affected by a material spike in elective outpatient procedures and a higher medical cost ratio resulting from higher overall patient care expenses. Further, the company's EBITDA will continue to be burdened through 2024 and 2025 because de novo locations opened in 2023 are not expected to reach breakeven for at least 18 months. "We also believe that the elevated utilization and pricing mismatches that are plaguing the industry could cause the de novos to take longer to reach break-even than anticipated. Despite concerted efforts to improve efficiency by scaling back on expansion, exiting non-profitable locations, and terminating lower performing affiliates, we believe the company's EBITDA margin will remain below 2% in 2025 due mainly to de novo expenses and continued cost pressures. We anticipate an improvement in 2026 to 5% resulting from a combination of greater operational efficiency, curtailed de novo costs, and de novo EBITDA contribution. "We expect Physician Partners to continue be in a cash flow deficit in 2024 and 2025. We expect the company to be in a free cash flow deficit in 2024 and 2025 because of its low profitability. While the company began 2024 with a strong liquidity position of a minimum of $245 million, we expect the company to burn about $80 million to $90 million of cash throughout 2024. We expect cash flow will improve in 2025 as the de novo centers begin to approach break-even profitability, although we believe the company's medical cost ratio will remain high, with cash flow at an outflow of $60 million to $70 million. We do not expect the company to generate break-even cash flows until 2026 at the earliest." The company is dependent on a successful ramp up of its de novo operations, a decline in interest rates, and improvements in its medical cost ratio to return to positive cash flow. If any of these scenarios are delayed, the company may not have sufficient liquidity to fund its operating losses and the capital structure may become unsustainable. CMS' rate announcement is expected to affect EBITDA in 2025. The new rates are expected to have slightly negative overall impact on the reimbursements received by the company's payors. This will likely have a trickle-down effect on the per member per month (PMPM) premiums received by Physician Partners and could further pressure its medical cost ratio unless its payors increase premiums or reduce benefits. Changes to the CMS-HCC Model V28 add further uncertainty in the coming years. S&P said, "We believe the transition to CMS-HCC Model V28 will result in lower PMPM premiums for patients with added complications to certain conditions that were previously categorized at a higher risk assessment. We expect this transition to be a significant headwind to the company's revenue growth and further affect its ability to generate EBITDA and build cash flows in the coming years." S&P said, "The negative outlook reflects our view that the company is currently susceptible to cash burn resulting from elevated medical costs due to higher utilization rate, and de novo costs. It also reflects our view that there is heightened risk of a near-term default such as a bankruptcy filing or debt restructuring." S&P could lower its ratings on the company if it expects the company is likely to default in the next 12 months. This could occur if: -- There is an increased cash burn from elevated medical costs, utilization rate, and de novo costs or greater-than-anticipated impact of CMS-HCC Model V28 implementation and S&P does not believe the company has sufficient liquidity to fund its cash burn; or -- If S&P expects the company could pursue a debt restructuring or bankruptcy filing. S&P could revise its outlook to stable if it expects the company's ability to sustain its current capital structure over the next year has improved. This could occur if: -- The 2026 reimbursement rates increase from 2025 levels, such that S&P believes the company's medical cost ratio will improve; or -- The de novo centers are ramping up on schedule with improvements in the cash burn; or -- The company is able to raise additional capital such that it is clear that it has sufficient liquidity to fund its cash flow deficits. S&P would only raise the rating if it believes the company will be able to generate sustainably positive free operating cash flow well in advance of when it will need to refinance upcoming maturities. Physician Partners is a value-based primary care physician group and managed service organization that focuses on the Medicare Advantage market. The company provides care to more than 250,000 members through over 148 clinics and a network of over 1,200 providers. It operates in eight states and Puerto Rico but is still heavily concentrated in Florida. Physician Partners derives nearly all its revenue from value-based contracts, in which it takes on full capitation risk in managing health care for a monthly per enrollee fee. The company then uses its physician network and technology platform, consisting of patient health data, patient monitoring, and statistical models, to manage patients at costs below the fees. The company derives the vast majority of its revenue through capitated contracts (96% of 2023 total revenue). -- Revenues to grow around 16%-18% in 2024 and 14%-16% in 2025, benefiting from increased volumes aided by Medicare Advantage plans and a shift toward value-based care, with an increase in fee-from-service revenues, partially offset by reimbursement losses from v28. -- S&P Global Ratings-adjusted EBITDA margins remain pressurized in 1%-3% area in 2024 and 2025, due to reimbursement rate revisions, high medical loss ratio, and elevated expenses linked with setting up new clinics (de novos). -- Reported free cash flows deficit of $60 million to $80 million in 2024 and $50 million to $70 million in 2025 affected by deteriorated EBITDA. Expected to breakeven in 2026. -- Annual capital expenditure of around $15 million to $20 million. -- Income tax payments covered as a portion of annual shareholder distributions. -- No acquisition assumed for the next couple of years. Based on these assumptions, we estimate the following adjusted credit measures: -- S&P Global Ratings-adjusted debt to EBITDA in the 25x area in 2024 and below 24x by 2025. -- Reported free operating cash flow (FOCF) to debt deficit of 11.2% in 2024 and 9.6% in 2025. S&P said, "We continue to assess the company's liquidity as adequate. With relatively low capex requirements to operate the business and no substantial debt maturities until 2028 under its current capital structure, we believe Physician Partners can readily cover its uses of cash over the next 24 months. However, we believe Physician Partners lacks a high-standing in credit markets due in part to its small scale and limited diversification; it is unlikely able to absorb high-impact, low-probability adversities without refinancing; and it does not have a risk management history sufficient to warrant a stronger assessment, thereby constraining our assessment of its liquidity to adequate." Principal liquidity sources -- About $142.3 million cash balance as of 30th June 2024; and -- $88 million revolving credit facility (including outstanding letters of credit) due December 2026. Principal liquidity uses -- Annual capex of about $15 million to $20 million, most of which relates to de novo investments; -- Annual debt amortization of $7.5 million under the company's $750 million first-lien term loan due in 2028; and -- Negative funds from operations (FFO) of about $45 million to $55 million in 2024. S&P said, "Governance credit factors have a moderately negative effect on our credit rating analysis of Physician Partners, reflecting its family-controlled ownership and a board structure that we expect will include very few (if any) independent members. In our opinion, this structure is likely to result in corporate decision-making that prioritizes the interests of its controlling owners over other stakeholders." -- Physician Partners' capital structure comprises a $105 million revolver due 2026 and $750 million first-lien term loan due 2028. -- S&P's '3' recovery rating and 'CCC+' issue-level ratings on the company's first-lien secured term loan and revolving credit facility indicate our expectation for meaningful (50%-70%; rounded estimate of 50%) recovery in the event of a default. -- S&P's simulated default scenario considers a default in 2026, stemming from a decline in EBITDA that limits Physician Partners' ability to fund its fixed charges and exhausts available liquidity. In this scenario, Physician Partners cannot meet its fixed charges likely due to a combination of factors, including increased competitive pressures, that lead to significantly weaker profitability. -- S&P assumes that in a hypothetical bankruptcy scenario the company's $105 million revolving credit facility is 85% drawn. -- In the event of a default, S&P believes the company would continue to be an attractive acquisition target due to its health care services infrastructure, local presence, and high patient-retention rates. -- S&P's recovery analysis assumes a reorganization value for the company of about $429 million, reflecting emergence EBITDA of about $82 million and a 5.5x multiple. -- Simulated year of default: 2026 -- Emergence EBITDA: $82 million -- Multiple: 5.5x -- Net enterprise value (after 5% administrative costs): $429 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Total value available to secured first-lien debt claims: $429 million -- Secured first-lien debt claims: $841.4 million --Recovery expectations: 50%-70% (rounded estimate: 50%) PINEAPPLE ENERGY: To Seek Hearing After Nasdaq Deficiency Letter ---------------------------------------------------------------- Pineapple Energy Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that, for the 30 consecutive business day period from August 16 through September 30, 2024, the Company's common stock had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq letter does not result in the immediate delisting of the Company's common stock from The Nasdaq Capital Market. Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to the previously disclosed Nasdaq hearing panel decision, dated July 18, 2024, the Company was subject to a mandatory panel monitor under Nasdaq's listing Rule 5815(d)(4)(B) for a period of one year. Accordingly, due to the most recent minimum bid price deficiency, as is customary in similar situations, the Staff notified the Company that it will not be afforded a Cure Period. Instead, the Company is offered an opportunity to appeal any deficiency related to a delisting determination to Nasdaq. Accordingly, unless the Company timely requests a hearing before a Hearings Panel, the Company's securities would be subject to suspension/delisting. The Company intends to timely request a hearing before the Hearing Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period if granted by the Panel following the hearing. There can be no assurance that the Panel will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market. In the event that the Company regains compliance with the Minimum Bid Price Requirement prior to any scheduled hearing date, then a hearing may not be necessary, as the Company may be mooted out of the hearings process. Additionally, to this end, the stockholders of the Company had approved a share consolidation in July 2024 that can be utilized within the discretion of the board of directors of the Company and, if and when effectuated, such action may resolve the above noted Nasdaq listing compliance deficiency prior to such hearing date. 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. PINNACLE FOODS: Loses Bid to Assume Popeyes Franchise Agreements ---------------------------------------------------------------- Judge Rene Lastreto II of the United States Bankruptcy Court for the Eastern District of California denied Pinnacle Foods of California LLC's motion to assume six separate franchise agreements with franchisor Popeyes Louisiana Kitchen Inc. Popeyes vigorously opposes assumption. Imran Damani, the owner of Pinnacle, argues the Debtor's Chapter 11 plan and the motion to assume the Franchise Agreements provide for a prompt cure of any prepetition defaults and adequate assurances of future performance based on the ability of the three Debtors to reorganize. Popeyes has a contrary view. Popeyes has responded to Pinnacle's motion to assume arguing that notwithstanding the relevant provisions of 11 U.S.C. Sec. 365, Pinnacle cannot assume the Franchise Agreements without Popeyes' consent, and such consent will not be given. Popeyes relies on Sec. 365(c)(1) which, as interpreted in the Ninth Circuit, states that Popeyes' is excused from accepting performance or rendering performance to a hypothetical third party. Because Pinnacle cannot assign the Franchise Agreements without Popeyes' consent due to the operation of certain provisions of both the Lanham Act and the 2015 amendments to CFRA, Pinnacle is also barred from assuming the Franchise Agreements. This argument is derived from a legal concept indigenous to bankruptcy assignment and assumption issues known as "the hypothetical third party test", adopted by the Ninth Circuit in Catapult Entertainment, Inc. v. Perlman (In Re Catapult Enter.), 165 F.3d 747 (9th Cir., 1999). As alternative grounds for denying the motion, Popeyes asserts that Pinnacle has committed uncurable non-monetary defaults under the Franchise Agreements and has failed to cure undisputed monetary defaults, and thus, the motion to assume must be denied. Pinnacle disputes that there is a non-monetary default at all. Pinnacle also contends it need not cure all monetary defaults. The court finds that Pinnacle has failed to meet its burden under the Catapult hypothetical test. Accordingly, the motion to assume the Franchise Agreements must be denied. Judge Lastreto explains that this interpretation of the hypothetical test in the context of franchise agreements may present serious difficulties for franchisees who wish to reorganize under bankruptcy law. Accordingly, the application of the hypothetical test, in many situations, may give veto power over the possibility of effective reorganization to the franchisor, who may also be a hostile creditor. Unfortunately, dura lex sed lex -- The law is hard, but it is the law. The court notes that Popeyes has submitted additional grounds for denying the motion based on what it purports to be 'incurable non-monetary defaults' and monetary defaults on the part of Pinnacle. Because these are fact-intensive, the court declines to consider them in light of the gateway application of the Catapult test." A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=eJnpvH Counsel for Pinnacle Foods of California LLC, Movant/Debtor: Michael J. Berger, Esq. LAW OFFICES OF MICHAEL J. BERGER Beverly Hills, CA 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212-2929 Telephone: 310-271-6223 E-mail: michael.berger@bankruptcypower.com - and - Keith C. Owens, Esq. Craig R. Tractenberg, Esq. FOX ROTHSCHILD LLP 10250 Constellation Boulevard, Suite 900 Los Angeles, CA 90067 Telephone:310-598-4150 E-mail: kowens@foxrothschild.com ctractenberg@foxrothschild.com Counsel for Popeyes Louisiana Kitchen, Inc., Franchisor: Glenn D. Moses, Esq. VENABLE, LLP 801 Brickell Avenue, Suite 1500 Miami, FL 33131 Telephone: 305-372-2522 E-mail: gdmoses@Venable.com About Pinnacle Foods of California Pinnacle Foods of California LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-11015) on April 22, 2024, listing $2,077,748 in assets and $4,509,986 in liabilities. The petition was signed by Imran Damani as president. Judge Rene Lastreto II presides over the case. The Debtor tapped Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger as bankruptcy counsel and Craig R. Tractenberg, Esq., at Fox Rothschild LLP as special franchise counsel. PIONEER PROJECTS 87 LLC: Seeks Bankruptcy Protection in New York ---------------------------------------------------------------- On October 10, 2024, Pioneer Projects 87 LLC filed Chapter 11 protection in the Eastern District of New York. According to court filing, the Debtor reports $2,442,191 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 17, 2024 at 2:00 p.m. in Room Telephonically on telephone conference line: 1 (877) 953-2748. participant access code: 3415538#. About Pioneer Projects 87 LLC Pioneer Projects 87 LLC owns a two-family dwelling located at 87 Pioneer Street, Brooklyn, NY 11231 valued at $2.8 million. Pioneer Projects 87 LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-44221) on October 10, 2024. In the petition filed by Abigail Coover, as managing member, the Debtor reports total assets of $2,800,000 and total liabilities of $2,442,191. The Honorable Bankruptcy Judge Jil Mazer-Marino oversees the case. The Debtor is represented by: Steven W. Stutman, Esq. STEVEN W. STUTMAN, PLLC 560 Broadhollow Rd, Suite 114 Suite B52 Melville, NY 11747 Tel: (631) 393-6001 Email: stevensy58@gmail.com RED RIVER: Talc Settlement Dissenters Accuse J&J of Vote Buying --------------------------------------------------------------- Steven Church of Bloomberg News reports that lawyers for holdout claimants assert that the ballots of individuals who voted to settle their talc-related health claims against Johnson & Johnson should be invalidated because the company rigged the vote. In a court filing, they allege that the consumer products giant organized a vote among claimants as part of a strategy to obtain bankruptcy court approval for a plan to pay over $8 billion to resolve cancer lawsuits brought by tens of thousands of women. About J&J Talc Units LLT Management, LLC (formerly known as LTL Management LLC) was a subsidiary of Johnson & Johnson that was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management first filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. In the 2021 case, LTL Management tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, served as the claims agent. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On Jan. 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton, New Jersey, ruled that the second bankruptcy case should be dismissed. 3rd Try In May 2024, J&J announced its subsidiary LLT Management LLC is soliciting support for a consensual prepackaged bankruptcy plan to resolve its talc-related liabilities. Under the terms of the plan, a trust would be funded with over $5.4 billion in the first three years and more than $8 billion over the course of 25 years, which J&J calculates to have a net present value of $6.475 billion. Claimants must cast their vote to accept or reject the Plan by 4:00 p.m. (Central Time) on July 26, 2024. A solicitation package may be requested at www.OfficialTalcClaims.com or by calling 1-888-431-4056. If the Plan is accepted by at least 75% of voters, a bankruptcy may be filed under the case name In re: Red River Talc LLC in a bankruptcy court in Texas or in the bankruptcy court of another jurisdiction. Epiq Corporate Restructuring, LLC is serving as balloting and solicitation agent for LLT. On Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 24-90505). Porter Hedges LLP and Jones Day serve as counsel in the new Chapter 11 case. Epiq is the claims agent. Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting Counsel. Randi S. Ellis is the proposed prepetition legal representative of future claimants. RESIDENTIAL CAPITAL: Underwriters Win Summary Judgment ------------------------------------------------------ Judge J. Paul Oetken of the United States District Court for the Southern District of New York granted defendants' motion for partial summary judgment on the applicability of the fees exclusion in the case captioned as ROWENA DRENNEN, et al., Plaintiffs, -v- CERTAIN UNDERWRITERS AT LLOYD'S OF LONDON, et al., Defendants, 23-CV-3385 (JPO) (S.D.N.Y.). Defendants' objections to the bankruptcy court's Report and Recommendation are sustained in part. Plaintiffs' motion for leave to file a motion for partial summary judgment is denied as moot. This is an adversary proceeding filed against Certain Underwriters at Lloyd's of London, as well as several other excess insurers, in the Chapter 11 bankruptcy case In re Residential Capital, LLC, No. 12-12020 (Bankr. S.D.N.Y.). As part of the Report and Recommendation, the bankruptcy court recommended that partial summary judgment be granted in favor of Plaintiffs on the ground that Clause II.C.9 of the policy does not bar Plaintiffs' claims. The Court declines to adopt the bankruptcy court's Report and Recommendation with respect to the Fees Exclusion and, instead. Plaintiffs comprise two groups of class action plaintiffs -- the Mitchell Class and the Kessler Class -- along with the ResCap Liquidating Trust. Class Plaintiffs' claims arise from certain origination and closing fees paid by members of those class actions in connection with second mortgages obtained from several lenders. Class Plaintiffs asserted in the underlying lawsuits that the Fees were unlawful. Residential Funding Company, LLC, "formerly known as GMAC-Residential Funding Corporation or Residential Capital Corporation," an indirect subsidiary of General Motors Corporation, operated as a financial services company that purchased, packaged, and securitized or directly resold mortgages issued by the Originating Banks which had charged the Fees. Class Plaintiffs sought to hold RFC derivatively liable for the acts of the Originating Banks pursuant to 15 U.S.C. Sec. 1641(d), and directly liable for acts that RFC itself performed after the Fees had been paid. In the instant adversary proceeding, Plaintiffs seek to recover from RFC's insurers -- Defendants in this action -- pursuant to a professional liability insurance policy . In May 2012, RFC filed for protection under Chapter 11 of the Bankruptcy Code. In December 2013, the bankruptcy court confirmed a Chapter 11 plan which, among other things, approved the Mitchell Settlement, resulting in an allowed claim against the estate for $14.5 million" and assigned the Class the rights to pursue the claim against RFC's insurers, which are defendants in this action. The bankruptcy court also approved a settlement of the Kessler cases for $300,000,000, with approximately $27,000,000 of that amount to be paid by RFC and the remainder amount assigned to the Kessler Class as a claim against RFC's insurers. That bankruptcy plan also established the Trust "to liquidate and distribute RFC's remaining assets to unsecured creditors, and assigned to the Trust any rights RFC had to recover $6.1 million from the Insurers for defenses costs in the Mitchell Action, as well as RFC's rights to payment from the Insurers for the $15.6 million in compensatory damages that RFC paid to the Mitchell Class before the bankruptcy filing." The Trust was also assigned the right to recover $4,800,000 in defense costs that RFC incurred in defending and settling the related Missouri cases. As part of the plan, the Kessler settlement "became an allowed claim and was approved by the Bankruptcy Court." Like in the Mitchell class action, the Trust was assigned any right of RFC to recover $7,900,000 in defense costs sustained defending the Kessler litigation, as well as the $4,800,000 in defense costs sustained in defending and settling the related Missouri actions. The Kessler settlement and the Mitchell punitive damages settlement were assigned to the Kessler Class and Mitchell Class, respectively. The Trust was assigned all other insurance rights, including the above defense costs and "the cost of the Mitchell appeal bond; RFC's payment of the Mitchell compensatory damages judgment and the Mitchell plaintiffs' attorney' fees award; and RFC's payment of the settlements in the Related Missouri Actions." On February 4, 2015, Plaintiffs filed an adversary complaint in the bankruptcy court seeking declaratory judgments and money damages for liabilities owed to the Kessler and Mitchell Classes; defense costs in defending the Kessler and Mitchell actions and related actions; punitive damages; and costs and attorney's fees in the present litigation. The current operative complaint is the Third Amended Complaint, which, in addition to the relief sought in the original complaint, also seeks from Lloyd's and the Excess Insurers consequential damages stemming from lost prejudgment interest, attorney's fees, and other recoverable consequential damages suffered by RFC and the Plaintiffs. The coverage at issue arises out of Insuring Clause I.D.(a) of the Policies for errors and omissions liability. It is undisputed that RFC was both an "Assured" and a "Professional Liability Assured" under the Policies. Begin where the parties agree. First, "fees" includes the Fees charged by the Originating Banks giving rise to RFC's liability in the prepetition litigation in this case. Second, RFC -- but not the Originating Banks -- is an "Assured." And third, RFC did not pay or receive any of the Fees in question. Thus, the text of the Fees Exclusion on its own does not reach the type of liability for which Plaintiffs seek coverage from the Insurer Defendants. Instead, the Insurer Defendants argue that the scope of the Fees Exclusion is expanded by the "Deemer Clause." Plaintiffs respond with three arguments. First, they argue that the Fees Exclusion's requirement that fees be "paid or payable by or to the Assured" means the fees must have been paid by or to the particular Assured claiming coverage. On this question, the bankruptcy court agreed, recommending summary judgment for Plaintiffs that the Fees Exclusion does not bar the recovery sought here. Second, Plaintiffs argue that even if the Fees Exclusion might apply, it does not cover the Fees at issue here because the RFC is not "legally responsible" for the conduct of the Originating Banks that charged the Fees. And third, Plaintiffs argue that the Deemer Clause requires the Originating Banks to have been rendering or failing to render Professional Services, which they were not. The District Court notes the plain meaning of the Fees Exclusion and the Deemer Clause excludes coverage for fees paid to or received by an entity for whose conduct an Assured is legally responsible in rendering or failing to render Professional Services. In other words, the Deemer Clause modifies the Fees Exclusion. The District Court concludes that the Deemer Clause unambiguously applies to the Fees Exclusion notwithstanding that exclusion's use of the definite article "the" before "Assured." Plaintiffs' first argument in the alternative is that the Deemer Clause applies only to persons or entities "for whose conduct an Assured is legally responsible," and that "legally responsible" requires supervision or control rising to the level of agency. They ask for a particularly stringent definition of the term "legally responsible"—not that an agency relationship may give rise to legal responsibility, but that an agency relationship is required to give rise to legal responsibility. The District Court concludes that this first alternative argument was waived and, on the merits, is an incorrect interpretation of the phrase "legally responsible" as used in the Deemer Clause. It points out as a preliminary matter, Defendants are correct that Plaintiffs waived the argument that RFC was not "legally responsible" for the conduct of the originating banks. Plaintiffs are incorrect about the meaning of "legally responsible" as used in the Deemer Clause. Given that the only reasonable interpretation of the Deemer Clause and the Fees Exclusion is that they exclude coverage claims for fees paid to persons or entities for whose conduct RFC was legally responsible in rendering or failing to render Professional Services, it remains only to apply that language to the request for coverage here. Thus, Defendants are entitled to partial summary judgment with respect to the Fees Exclusion, over which there is no genuine dispute of material fact." A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=4yevUI About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC, and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. * * * The ResCap Liquidating Trust was established in December 2013 under the Second Amended Joint Chapter 11 Plan of Residential Capital, LLC, et al., to liquidate and distribute assets of the debtors in the ResCap bankruptcy case. The Trust maintains a website at http://www.rescapliquidatingtrust.com/-- which Unitholders are urged to consult, where Unitholders may obtain information concerning the Trust, including current developments. RESTAURANT LIFE: Seeks to Hire Robert F. Reynolds as Counsel ------------------------------------------------------------ Restaurant Life, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Offices of Robert F. Reynolds, PA as bankruptcy counsel. The firm will render these services: (a) advise the Debtor as to the timing of the filing of the bankruptcy petition; (b) assist the Debtor with ascertaining information to be included in the petition, schedules and statement of financial affairs; (c) complete the petition, schedules and statement of financial affairs and other necessary documents required to be filed with the Bankruptcy Court; (d) file petition, schedules and statement of financial affairs and other necessary documents required to be filed with the Bankruptcy Court; (e) respond to creditor and U.S. Trustee inquiries; (f) inform the Debtor and assist with satisfying the reporting and other requirements of the Office of the United States Trustee; (g) respond to creditor inquiries; (h) communicate with any creditors and any committee(s) established by the Office of the United States Trustee or Bankruptcy Court; (i) appear at the first meeting of creditors and other hearings before the Bankruptcy Court; (j) bring and/or defend Debtor in ay adversary proceedings or contested matters brought before the bankruptcy court; (k) prepare and solicit the approval of the disclosure statement and plan of reorganization; (l) address any objections to the disclosure statement and plan and prepare any necessary amendments to such; (m) appear at the confirmation hearing and post-confirmation status hearings; (n) assist with the consummation of the confirmed plan of reorganization; and (o) perform any and all other matters customarily associated with representation of the Debtor in Chapter 11 case. The firm's attorneys will be paid at these hourly rates: Attorneys $475 Paralegals $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received an initial retainer in the amount of of $26,738, including the court's filing fee, from the Debtor. Robert Reynolds, Esq., 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: Robert F. Reynolds, Esq. Law Offices of Robert Reynolds, P.A. 515 East Las Olas Blvd., Suite 850 Fort Lauderdale, FL 33301 Telephone: (954) 766-9928 Email: rreynolds@robertreynoldspa.com About Restaurant Life Restaurant Life, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20485) on Oct. 8, 2024. In the petition signed by Grant Galuppi, manager, the Debtor disclosed under $1 million in both assets and liabilities. Judge Peter D. Russin oversees the case. The Law Offices of Robert Reynolds, P.A. serves as the Debtor's counsel. RESTORATION HARDWARE: S&P Alters Outlook to Neg., Affirms 'B+' ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook to negative from stable, and affirmed all of its ratings on luxury home furnishings retailer Restoration Hardware Inc., including its 'B+' issuer credit rating on RH. S&P said, "The negative outlook reflects the possibility that we could lower our rating on RH over the next 12 months if operating performance faces more pressure than we forecast, and deleveraging is slower than expected. "The negative outlook reflects RH's weaker-than-expected operating performance, with significant margin compression resulting in elevated leverage. The tough macroeconomic environment continues to persist, and RH's operating performance has been affected by a weak housing market and high interest rates. Second-quarter (ended Aug. 3, 2024) revenues increased 3.6% compared with second-quarter 2023, reflecting the first quarter of growth following seven quarters of sales decline. The growth was spurred by the introduction of new collections and gallery openings. Despite improvement in the top line, S&P Global Ratings-adjusted EBITDA margins fell 500 basis points (bps) in the second quarter of 2024 compared with the second quarter of 2023. This was primarily due to a decrease in product margins from price adjustments and higher mix of discounts, as well as higher advertising costs from increased mailing of Sourcebooks. In addition, higher costs associated with RH's international expansion efforts have weighed on margins in recent quarters. "The company also noted that inflection is ramping later than expected, and recently revised its full-year guidance downward. We expect that softer consumer demand pressures will persist in the second half of 2024, offset by growth from the introduction of new products resulting in modest growth in 2024. We forecast revenue growth of 3.7% in 2024, which is slightly below the company's revised guidance of 5%-7%. "We now forecast RH's leverage (S&P Global Ratings-adjusted) in the high-5x area in 2024. We anticipate RH will end 2024 with leverage at about 5.9x, above our previous projection of below 5.5x. We expect that EBITDA margins (S&P Global Ratings-adjusted) will drop 130 bps to 19.9% in 2024 from higher occupancy and payroll costs, as well as increased advertising and promotional offerings. We forecast EBITDA margins will improve to 21% in 2025, driven by sales leverage, operational efficiencies, and improving merchandise margin. As a result, we expect leverage will improve to the low-5x area in 2025. "We do not expect meaningful share repurchase activity in 2024, compared with share repurchases of $1.25 billion in 2023, as RH focuses on investing in its growth initiatives and navigating the difficult environment. "We expect FOCF will be constrained in 2024, before improving in 2025. In the first six months ended Aug. 3, 2024, reported free operating cash flow (FOCF) was negative $48 million, compared with positive $167 million in the same period the previous year. We forecast that RH will not generate positive FOCF in 2024, due to increases in inventory and higher capital expenditures (capex) for new gallery openings. We forecast that improved profitability in 2025 and slightly lower capex will result in positive FOCF generation of more than $70 million. "We continue to believe RH's unique and aggressive growth strategy introduces elevated risk and might lead to volatile in profitability in an uncertain environment. "The negative outlook reflects our view that we could lower our rating on RH over the next 12 months if operating performance faces more pressure than we forecast, and deleveraging is slower than expected." S&P could lower its rating on RH if it does not see leverage approaching 5x. This could occur if: -- The macroeconomic environment weakens further, resulting in RH's operating performance deteriorating beyond our expectations; -- The company's growth and expansion strategies do not produce higher earnings and cash flow; and -- The company pursues an aggressive financial policy, such as another large share buyback. S&P could revise the outlook to stable if RH's performance is in line with or better than its base-case forecast. This scenario would likely include: -- Improved profitability, with EBITDA margins trending towards 21% or more and meaningful FOCF generation; -- S&P Global Ratings-adjusted leverage approaching 5x with clear sight to declining further; and -- A financial policy consistent with maintaining leverage below 5x. RIVER SUB: Seeks to Hire Neriman Guven PLLC as Accountant --------------------------------------------------------- River Sub, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Neriman Guven, PLLC as accountant. The firm will provide these services: a. prepare financial statements and reports; b. prepare tax returns and other related filings; c. assist in the preparation of monthly operating reports; d. assist in the development and analysis of financial projections and budgets; and e. render other accounting services as necessary and appropriate. The firm will be paid at these rates: Neriman Guven $200 per hour Amanda Fisher $125 per hour Brandy Burgess $100 per hour Supporting Staff $80 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Neriman Guven, a partner at Neriman Guven, 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: Neriman Guven Neriman Guven, PLLC 12042 Blanco Road, Suite 305 San Antonio, TX 78216 Tel: (210) 852-4727 Fax: (210) 852-4723 About River Sub River Sub, LLC, a company in San Antonio, Texas, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Texas Case No. 24-51145) on June 20, 2024, with as much as $1 million to $10 million in both assets and liabilities. Cathy Amato, manager, signed the petition. Judge Michael M Parker oversees the case. The Law Offices of Ray Battaglia, PLLC serves as the Debtor's bankruptcy counsel. ROCKY MOUNTAIN: Inks $6-Mil. Credit Facility With RMC ----------------------------------------------------- Rocky Mountain Chocolate Factory Inc. has entered into a new three-year $6 million credit agreement with RMC Credit Facility, LLC, a special purposes investment entity affiliated with current RMCF board member Steve Craig. Pursuant to the Credit Agreement, among other things, RMC agreed to make an advance to the Company in the principal amount of $6,000,000.00, which advance is evidenced by a promissory note. The Note will mature on September 30, 2027, and interest will accrue at a rate of 12% per annum and is payable monthly in arrears. All outstanding principal and interest will be due on the Maturity Date. In connection with the Credit Agreement and Note, the Company also entered into a Deed of Trust with RMC and the Public Trustee of La Plata County, Colorado with respect to the Company's property in Durango, Colorado. The proceeds of the Credit Agreement will be used as follows: (i) $3,450,000.00 was used to repay all then-existing indebtedness to Wells Fargo Bank, National Association under the Wells Fargo Credit Agreement, and (ii) the remaining balance will be used for continued capital investment and working capital needs. "This credit facility is a key component of our capital structure, enabling us to invest further in equipment and machinery while funding our growth initiatives," stated Jeff Geygan, Interim CEO of RMCF. "With a strengthened balance sheet and improved liquidity, we are well-positioned to execute our three-year strategic plan and drive RMCF toward sustainable growth and profitability." About Rocky Mountain Chocolate Factory Durango, Colo.-based Rocky Mountain Chocolate Factory, Inc. is an international franchisor, confectionery producer, and retail operator. Founded in 1981, the Company produces an extensive line of premium chocolate candies and other confectionery products. As of February 29, 2024, the Company had $20.6 million in total assets, $9.9 million in total liabilities, and $10.6 million in total stockholders' equity. New York, N.Y.-based CohnReznick LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 13, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations in recent years and is dependent on debt financing to fund its operations, all of which raise substantial doubt about the Company's ability to continue as a going concern. RUNNER BUYER: S&P Downgrades ICR to 'CCC' on Weakening Liquidity ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on e-commerce rug retailer Runner Buyer Inc. (dba Rugs USA) to 'CCC' from 'CCC+' and its issue-level ratings on its revolving facility and term loan to 'CCC' from 'CCC+'. The negative outlook reflects the risks of another downgrade if liquidity deteriorates further due to an FOCF deficit, which could lead us to view as likely a default scenario in the next six months. The downgrade of Runner Buyer reflects reduced liquidity due to FOCF deficits amid weak consumer demand for discretionary categories. It reported a FOCF deficit of about $12 million through the second quarter due to operating margin pressures partially offset by working capital inflow. High interest expense, muted consumer demand, and weak profitability from sales deleveraging have challenged the company's ability to generate consistent FOCF since 2023. As a result, the outstanding amount under the $75 million revolving facility due in 2026 increased to almost 40% in the second quarter. S&P forecasts an FOCF deficit of about $24 million in 2024 and Runner Buyer to increasingly rely on its revolving facility to fund operations and turnaround initiatives. In our view, the springing covenant of 8.65x could limit access to additional revolver drawings given high leverage. S&P said, "In our view, Runner Buyer will find it difficult to navigate uncertainties in the broad home décor industry due to its heavy debt burden. S&P Global Ratings-adjusted EBITDA margins declined 1,100 basis points (bps) to 7.4% in the second quarter largely due to sales deleveraging and execution challenges. To partially offset that, Runner Buyer has implemented initiatives that include improved inventory management, cost reductions of about $10 million, and supply chain optimization. However, we forecast S&P Global Ratings-adjusted EBITDA margin will decline about 60 bps this year from 2023, pressured by a pronounced revenue decline and partially offset by cost cuts in the second half. In 2025, we expect adjusted EBITDA margin will improve about 50 bps as turnaround efforts continue to flow through. In our view, adjusted EBITDA will remain insufficient to sustain Runner Buyer's heavy debt burden. "Reported cash interest increased about $10 million to almost $54 million in 2023, leading to S&P Global Ratings-adjusted EBITDA interest coverage of 0.6x. We forecast adjusted EBITDA will fall short of covering our projected cash interest of about $55 million in 2024. In our view, pressured credit metrics and suppressed FOCF provide limited cushion to absorb setbacks in the turnaround initiatives. "We expect revenue will continue to decline as consumers remain selective on discretionary spending. Runner Buyer's revenue declined about 15% in the second quarter due to a challenged consumer and weak housing market. It has focused on product collaborations and washable products across several categories and channels. Last-12-months revenue as of the second quarter of 2024 was $315 million, lower than during the height of the COVID-19 pandemic in 2021, even with the acquisition of Fresh American in 2023. We forecast revenue will decline 6.5% in 2024 because the company will continue to face volume challenges. In 2025, we expect revenue will start to stabilize, but liquidity issues can hinder ability to invest in growth initiatives. "The negative outlook reflects the risk that we will lower our ratings if Runner Buyer cannot turn around its operating performance, which could lead to a liquidity shortfall or a distressed exchange in the next six months." S&P could lower its ratings on Runner Buyer if it envisions a specific default scenario over the next six months. This could occur if the company: -- Cannot generate FOCF and liquidity deteriorates; or -- Is likely to execute a debt restructuring that S&P would view as tantamount to default. S&P could raise the rating on Runner Buyer if: -- S&P expects it to generate meaningful FOCF that alleviates liquidity pressure; and -- It addresses its 2026 revolving facility maturity. SC-GA 2018: Hires GGG Partners as Chief Restructuring Officer ------------------------------------------------------------- SC-GA 2018 Partners, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ GGG Partners LLC as chief restructuring officer. The firm will provide these services: a. oversee the preparation of schedules, monthly operating reports and other reporting; b. review and validate projections and recoveries; c. work with parties to evaluate claims and prepare a plan to address stakeholders; d. evaluate various alternatives with the Board and counsel; e. appear in Court as testify as necessary; f. generally act as the Client's Chief Restructuring Officer The firm will be paid at these rates: Katie Goodman—Managing Partner $425 per hour Other Partners $350 to 400 per hour GGG Partners will be paid a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Katie S. Goodman, a partner at GGG Partners 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 through: Katie S. Goodman GGG Partners, LLC 2870 Peachtree Rd., Ste. 502 Atlanta, GA 30305 Tel: (404) 293-0137 Email: kgoodman@gggpartners.com About SC-GA 2018 Partners, LLC SC-GA 2018 Partners, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 24-60572) on Oct. 4, 2024, disclosing under $1 million in both assets and liabilities. The Debtor hires Scroggins, Williamson & Ray, P.C. as counsel. GGG Partners, LLC as chief restructuring officer. SC-GA 2018: Hires Scroggins Williamson & Ray P.C. as Attorneys -------------------------------------------------------------- SC-GA 2018 Partners, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Scroggins, Williamson & Ray, P.C. as attorney. The firm will provide these services: a. prepare pleadings and applications; b. conduct of examinations; c. advise the Debtors of their rights, duties and obligations as debtors-in-possession; d. consult with the Debtors and representing the Debtors with respect to a Subchapter V plan; e. perform legal services incidental and necessary to the day-to-day operation of the Debtors' affairs, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business and corporate legal advice and assistance; and f. take any and all other action incidental to the proper preservation and administration of the Debtors' estates. The firm will be paid at these rates: Attorneys $535 to $595 per hour Paralegals $135 to $195 per hour The firm is currently holding approximately $200,000 retainer to represent Applicant. Scroggins, Williamson & Ray will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Robert Williamson, a partner at Scroggins, Williamson & Ray, 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: J. Robert Williamson, Esq. Matthew W. Levin, Esq. Scroggins, Williamson & Ray, P.C. 4401 Northside Parkway Suite 230 Atlanta, GA 30327 Tel: (404) 893-3880 Fax: (404) 893-3886 Email: rwilliamson@swlawfirm.com mlevin@swlawfirm.com About SC-GA 2018 Partners, LLC SC-GA 2018 Partners, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 24-60572) on Oct. 4, 2024, disclosing under $1 million in both assets and liabilities. The Debtor hires Scroggins, Williamson & Ray, P.C. as counsel. GGG Partners, LLC as chief restructuring officer. SILVERGATE CAPITAL: Milbank & Potter Advise Preferred Stockholders ------------------------------------------------------------------ The law firms of Milbank LLP and Potter, Anderson & Corroon LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Silvergate Capital Corp. and affiliates, the firms represent the Ad Hoc Preferred Stockholder Group. The Ad Hoc Group is comprised of certain holders of Series A 5.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, (the "Preferred Stock") of Silvergate Capital Corporation (together with its direct and indirect subsidiaries, the "Debtors") issued pursuant to articles supplementary (the "Preferred Stockholders Agreement"), dated August 4, 2021. In March 2023, the Ad Hoc Preferred Stockholder Group retained Milbank as counsel with respect to the Preferred Stock. In September 2024, the Ad Hoc Preferred Stockholder Group retained Potter Anderson to act as Delaware counsel. Counsel represents the Ad Hoc Preferred Stockholder Group and does not represent or purport to represent any entities other than the Ad Hoc Preferred Stockholder Group in connection with the Debtors' cases. In addition, neither the Ad Hoc Preferred Stockholder Group nor any member of the Ad Hoc Preferred Stockholder Group represents or purports to represent any other entities in connection with these cases. The members of the Ad Hoc Preferred Stockholder Group have indicated to Counsel that they hold disclosable economic interests or act as investment managers or advisors to funds and/or accounts that hold disclosable economic interests in relation to the Debtors. The Ad Hoc Group members' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Aristeia Capital LLC One Greenwich Plaza Suite 300 * 2,771,114 2. Bluefin Capital Management LLC 41 Madison Avenue 36th Floor New York, NY 10010 * 50,800 3. Farallon Capital Management, L.L.C. One Maritime Plaza Suite 2100 San Francisco, CA 94111 * 30,000 4. Hudson Bay Master Fund Ltd. 28 Havemeyer Place 2nd Floor Greenwich, CT 06830 * 796,676 5. Jefferies Leveraged Credit Products, LLC 520 Madison Avenue New York, NY 10022 * 466,143 6. Murchinson Ltd. 145 Adelaide Street West 4th Floor Toronto, Canada M5H 4E5 * 775,000 7. Scoggin Management L.P. 660 Madison Avenue New York, NY 10065 * 372,896 Counsel to the Ad Hoc Preferred Stockholder Group: POTTER, ANDERSON & CORROON LLP L. Katherine Good, Esq. Christopher M. Samis, Esq. Gregory J. Flasser, Esq. 1313 N. Market St., 6th Floor Wilmington, DE 19801-6108 Telephone: (302) 984.6049 Email: kgood@potteranderson.com csamis@potteranderson.com gflasser@potteranderson.com -and- MILBANK LLP Dennis F. Dunne, Esq. Lauren C. Doyle, Esq. 55 Hudson Yards New York, NY 10001-2163 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Email: ddunne@milbank.com ldoyle@milbank.com Andrew M. Leblanc, Esq. John Estep, Esq. 1850 K Street, NW Suite 1100 Washington, D.C. 20006 Telephone: (202) 835-7500 Facsimile: (202) 263-7586 Email: aleblanc@milbank.com jestep@milbank.com About Silvergate Capital Silvergate Capital operates as a bank holding company. The Company, through its subsidiary Silvergate Bank provides a banking platform for innovators, especially in the digital currency industry, and developing product and service solutions addressing the needs of entrepreneurs. Silvergate Capital serves customers in the United States. On Sept. 17, 2024, Silvergate Capital and two affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 24-12158) on Sept. 17, 2024. In its petition, Silvergate Capital estimated assets between $100 million and $500 million and estimated liabilities between $10 million and $50 million. The Debtors tapped CRAVATH, SWAINE & MOORE LLP as counsel; ,RICHARDS, LAYTON & FINGER, P.A., as local bankruptcy counsel; and ALIXPARTNERS, LLP, as financial advisor. STRETTO, INC. is the claims agent. SMOKIN' DUTCHMAN: Hires Dunn Schoute & Snoap as Counsel ------------------------------------------------------- Smokin' Dutchman Holdings, LLC f/k/a Smokin Dutchman LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Dunn, Schoute & Snoap as counsel. The firm will provide these services: a. attend the meeting of creditors required under 11 U.S.C. 341; b. counsel client on compliance with the request and directives of the Office of the United States trustee and the Subchapter V Trustee; c. counsel client on agreements for use of cash collateral agreements to resolve motions for relief from stay and provide adequate protection; d. prepare the original and amendments or modifications to the Chapter 11 Plan and Disclosure Statement; e. counsel client with regard to retention and employment of professionals and obtaining approval of payment of fees and expenses of professionals; f. defend or negotiate objections to dischargeability of debts or to the Debtor's discharge; g. defend motions to dismiss the bankruptcy proceedings; h. make disputes over the Debtor's claim to assets; i. take avoidable transfers, including preferential transfers, fraudulent transfers and fraudulent conveyances; and j. request or motions to convert the Chapter 11 proceedings to another Chapter and any services to be performed after any conversion to another Chapter. The firm will be paid at these rates: Thomas W. Schouten $395 per hour Perry G. Pastula $350 per hour Dana L. Snoap and other attorneys $325 per hour Legal Assistants $45 per hour The firm will be paid a retainer in the amount of $40,000. Dunn, Schoute & Snoap will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas W. Schouten, a partner at Dunn, Schoute & Snoap, 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: Thomas W. Schouten, Esq. Dunn, Schouten & Snoap 2745 De Hoop Avenue SW Wyoming, MI 49509 Tel: (616) 538-6380 Fax: (616) 538-4414 Email: tschouten@comcast.net About Smokin' Dutchman Holdings Smokin' Dutchman Holdings is a Dickey's Barbecue Restaurants franchisee. Smokin' Dutchman Holdings sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-02343) on Sept. 9, 2024, with total assets of $100,000 to $500,000 and total liabilities of $1 million to $10 million. Krage Fox, a member of Smokin' Dutchman Holdings, signed the petition. The Debtor is represented by Perry Pastula, Esq., at Dunn, Schouten & Snoap, P.C. SPIKE BODY: Gets Interim OK to Use Cash Collateral Until Oct. 31 ---------------------------------------------------------------- Spike Body Werks Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division to use the cash collateral of its secured creditors. The interim order approved the use of cash collateral from Sept. 27 to Oct. 31 to cover post-petition expenses, including rent ($13,500), payroll ($20,000), parts ($15,000), and additional operational costs. To protect the interests of secured creditors, including Byline Bank and the U.S. Small Business Administration, several measures have been implemented. These include allowing inspections of the company's books and records, maintaining insurance on collateral, and providing regular variance reports. The company is also required to ensure that the collateral is properly maintained and managed. Objections to the cash collateral usage are due by October 22, 2024, and a further interim status. The next hearing is scheduled for Oct. 29. About Spike Body Spike Body Werks, Inc., is an Illinois company engaged in the business of autobody collision restoration and custom work. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13885) on Oct. 17, 2023, with $1 million to $10 million in both assets and liabilities. Pasquale Roppo, president, signed the petition. Judge Donald R. Cassling oversees the case. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, represents the Debtor as legal counsel. SPIRIT AIRLINES: U.S. Global Jets Holds 10.96% Equity Stake ----------------------------------------------------------- U.S. Global Jets ETF disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it beneficially holds 12,006,873 shares of Spirit Airlines Inc.'s common stock, representing 10.9633% of the shares outstanding. A full-text copy of U.S. Global's SEC Report is available at: https://tinyurl.com/bdfy9ryc About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. As of March 31, 2024, the Company had $9.5 billion in total assets, $8.5 billion in total liabilities, and $1 billion in total stockholders' equity. * * * In June 2024, S&P Global Ratings lowered its issuer credit rating on Spirit Airlines Inc. to 'CCC' from 'CCC+'. S&P also lowered its ratings on Spirit's enhanced equipment trust certificates (EETCs) by one notch, in line with the lower issuer credit rating. The negative outlook reflects the uncertainty around the company's ability to address its upcoming 2025 maturities, the sustainability of its capital structure over the longer term, and S&P's view that a distressed exchange is likely. In January 2024, Moody's Investors Service downgraded its ratings of Spirit Airlines, including the corporate family rating to Caa2 from Caa1 and probability of default rating to Caa2-PD from Caa1-PD. Moody's also downgraded the backed senior secured rating assigned to Spirit IP Cayman Ltd.'s 8% senior notes, which are secured by the company's loyalty program and brand IP, to Caa2 from B2. The speculative grade liquidity rating remains unchanged at SGL-3 and the rating outlook remains negative. The downgrade of the corporate family rating to Caa2 reflects Moody's belief that the potential of a default has increased since Judge William Young ruled in January that the agreed acquisition by JetBlue Airways Corp. would be anti-competitive and a violation of the Clayton Act. The downgrades of the CFR, as well as of the senior notes secured by Spirit's loyalty program IP and brand IP, reflect the increased potential of a default and less than a full recovery, whether in a formal reorganization or if the senior secured notes are refinanced or retired for less than face value. The Caa2 instrument rating incorporates a negative one notch override of the LGD model to reflect the potential for a more than nominal loss on the instrument in a restructuring or exchange scenario. Following the ruling on January 16, the market price of the notes fell to around 50 from the low to mid-70s since mid-November. The notes price has increased to the low 60s following the announcement that Spirit and JetBlue would appeal the District Court's ruling. Moody's continues to expect Spirit's operations to generate an operating loss in 2024 and again in 2025 on a reported basis. Moody's forecasts about breakeven operating cash flow in 2024, an improvement from its forecast for negative $150 million in 2023. Moody's projects cash to fall from the $1.1 billion on hand on September 30, 2023, towards $700 million by the end of 2024. The Company's $300 million revolver expires on September 30, 2025. Alternate sources of liquidity are very limited. In September 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines, Inc. SUBSTATION SERVICES: Court OKs Stipulation For Cash Collateral Use ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Wisconsin approved a stipulation between Substation Services, LLC and Citizens State Bank, allowing the company to use the bank's cash collateral. Substation Services can use the bank's cash collateral until Dec. 31 pursuant to its operating cash budget, with a 10% variance. In return, Citizens State Bank was granted replacement liens retroactive to the petition date, and a superpriority administrative expense for any losses from inadequate replacement liens. In addition, Substation Services was required to make payments calculated on a principal of $151,750.60, amortized over 60 months at a 9.5% interest rate. The bankruptcy court granted approval for the stipulation after resolving an objection from the Subchapter V Trustee. About Substation Services Substation Services, LLC has been in the business of building fences around electrical utility substations. The Debtor sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 24-11606) on Aug. 12, 2024, listing under $1 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Joshua Christianson, Esq., at Christianson & Freud, LLC serves as the Debtor's counsel. SUPERIOR CONTRACT: Taps Mr Schouest of Don Juan Enterprises as CRO ------------------------------------------------------------------ Superior Contract Cleaning, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Paul Daryl Schouest and Don Juan Enterprises, LLC dba Exit Strategy USA as chief restructuring officer. Mr. Schouest's anticipated services include: a. Officer. In connection with the engagement, Mr. Schouest will serve in the role of CRO for the Debtor. The CRO shall devote such time to the performance of his services thereunder, including onsite involvement at the Debtor's office in , Louisiana (the "Facility"), as he determines appropriate to perform the Services. Mr. Schouest, as CRO, is a party in interest as contemplated under Bankruptcy Code section 1109(b) and shall be authorized to raise questions, appear and be heard on any issue in this chapter 11 case. b. Duties. Subject to his business judgment and fiduciary responsibilities and with the assistance of the Debtors' other executive officers, the CRO: i. Will assume a lead management position in guiding the Debtor through their reorganization efforts and the evaluation, development, negotiation and implementation of such restructuring efforts (the "Reorganization Efforts"); ii. Will determine the retention and use of other restructuring-related professionals in the cases, subject to orders of this Court; and iii. Will have authority to evaluate, implement and manage cost reduction measures, operational improvement, and capital structure optimization measures necessary to preserve and maximize the value and efficiency of the Debtor. c. Responsibilities. Subject to applicable bylaws, corporate governance processes, required outside approval and with the assistance of the CEO and the Debtor's other executive officers, the CRO will have primary responsibility for the following Reorganization Efforts (to include but not be limited to): (i) make restructuring process decisions; (ii) potential sales of the Debtor's assets; (iii) negotiations with stakeholders and counterparties; (iv) the review and development of any material drafted for consumption outside the Debtor; (v) assistance in developing and evaluating the Debtor's business plan, and the preparation of a revised operating plan and cash flow forecasts; (vi) approval of any new expenditures or cash payments; (vii) management of the financial and operational reporting processes to all constituents; (viii) make business and financial decisions with respect to any Debtor-in-Possession financing sought or put in place; (ix) make decisions with respect to the Debtor's day to day operations; (x) engagement in day-to-day normal business operations; (xi) provide assistance with pleadings, Debtor's Schedules of Assets and Liabilities, Statements of Financial Affairs, DIP budgets and cash flow forecasts; (xii) in general, assist the Debtors in the preparation of ongoing documents and disclosures required by the Court subsequent to the Chapter 11 bankruptcy filing, including, but not limited to, Monthly Operating Reports, compliance reporting, periodic budgets, and other disclosure documents required by the Court or the Debtors' stakeholders from time to time; (xiii) make decisions with respect to all professionals engaged by, strategies developed, and activities taken by the Debtors related to the Reorganization Efforts; (xiv) other services and activities as mutually agreed by the Debtor's Board and the CRO to the extent not be duplicative of services provided by other professionals. The firm will charge $150 per hour for the services of CRO. Daryl Schouest, consultant with Exit Strategy USA, 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: Paul Daryl Schouest Don Juan Enterprises, LLC dba Exit Strategy USA 4457 Hwy 31, Opelousas, LA 70570 About Superior Contract Cleaning Superior Contract Cleaning, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 24-50807) on September 20, 2024, listing under $1 million in both assets and liabilities. Judge John W. Kolwe oversees the case. The Debtor tapped H. Kent Aguillard, Esq., and Caleb K. Aguillard, Esq., as bankruptcy counsel and William Kellner, Esq., and Matthew Voorhies Spizale, Esq., as special counsel. TAG FL: Seeks to Sell Laurens, SC Property via Online Auction ------------------------------------------------------------- Tag FL LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to sell property in an online auction, free and clear of all liens and interests. The Debtor owns commercial real estate located at 200 N. Harper St., Laurens, S.C. 29360 which consists of approximately 6.01 acres. The Debtor has hired Robert Ewald and Ewald Auctions as broker/auctioneer for the Property. The marketing period of the Property will be approximately four weeks starting November 6, 2024, online auction opens on December 5, 2024, and is expected to close on December 11, 2024. The lienholders of the Property include Laurens County, S. C., Tareq Issa, and Northpoint Commercial Finance, LLC. Northpoint Commercial will retain all credit bid rights under Bankruptcy Code Sec. 363 and if a secured creditor credit bids and becomes the successful bidder, then a buyer's premium will be assessed to the secured creditor. The Debtor will serve the Sale Notice on all parties known to assert an interest in the Property, so interest holders will be given sufficient opportunity to object to the relief requested. In the interest of attracting the best offers, the Debtor proposes to sell the Property free and clear of any and all interests, except as otherwise expressly set forth in an order approving the Sale and applicable agreement with a Successful Bidder. The Debtor has designed the Bid Procedures to promote a competitive and fair bidding process and to maximize value for the Debtor's estate and creditors. The expenses related to ownership and maintenance of the Property will continue to accrue, including insurance and property taxes. Any delay in the Debtor's ability to consummate the Sale would be detrimental to the Debtor, its creditors and estate, and would impair the Debtor's ability to take advantage of the substantial cost-savings that can be achieved by an expeditious closing of the Sale. About Tag FL LLC Tag FL LLC owns commercial real estate located at 200 N. Harper St., Laurens, S.C. 29360. TAG FL LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04923) on September 13, 2024. In the petition filed by Tarek Aly, as manager, the Debtor reports total assets of $1,500,000 and total liabilities of $2,944,095. The Honorable Bankruptcy Judge Lori V. Vaughan oversees the case. Kenneth D. Herron, Jr., Esq., at Herron Hill Law Group, PLLC, represents the Debtor as legal counsel. TITAN CONCRETE: TomJack Wins Auction, Sale Hearing Today -------------------------------------------------------- Titan Concrete Inc. will ask permission from the Honorable Kyu Y. Paek of the U.S. Bankruptcy Court for the Southern District of New York to sell personal property, except cash, receivables, and causes of actions, free and clear of liens, claims, and encumbrances. The Debtor is a manufacturer and seller of ready-mix concrete and operates three manufacturing facilities located in Bronx, New York; Carmel, New York; and Stamford, Connecticut. It also owns or leases and operates a fleet of concrete-related vehicles including mixing trucks, tractors, trailers, and pumpers. The Debtor has no traditional secured lender with a lien on substantially all assets, however, it has entered in a factoring arrangement with Panthers Capital in which it has provided $1,600,000 in funds to the Debtor in exchange for $2,240,000 in future accounts receivable. The New York State Department of Taxation has also filed a proof of claim alleging that the Debtor owes more than $2 million in unpaid pre-petition taxes. The Debtor received a purchase offer from V&N Concrete Group LLC for $900,000. The agreement also contemplates payment of certain protections, including a termination fee not exceeding $45,000 in certain circumstances. The U.S. Trustee has filed a motion to dismiss or convert the Chapter 7 case of the Debtor on the basis that it has operated at a substantial loss and does not have sufficient cash flow to meet its current obligations or fund a plan of reorganization. The Purchase agreement is subject to higher and better offers, and the Debtor also proposes bidding procedures designed to maximize the value of the Property for the Debtor's estate, creditors, and other interested parties. The Debtor proposes that competing offers for the Property will be governed by bidding procedures in which the bidding deadline will be on October 15, 2024 (EST),the Auction on October 17, 2024 (EST), and the Objection deadline and sale hearing are to be determined. To participate in the bidding process and have a bid considered by the Debtor, each Potential Bidder must deliver a written, irrevocable offer to purchase all of the Property that satisfies the criteria set by the Debtor. In an event of an Auction, it will be conducted at the offices of Klestadt Winters Jureller Southard & Stevens, LLP, 200 West 41st Street, 17th Floor, New York, New York 10036, on October 17, 2024, starting at 10:00 a.m. (prevailing Eastern Time). For a successful Auction bid, the Debtor, in consultation with the Committee, determines, subject to Bankruptcy Court approval, is the highest or otherwise best bid from among the Qualified Offers submitted at the Auction and announces that the Auction is closed. The Debtor will also announce the second highest or otherwise best bid from among the Qualified Offers submitted at the Auction as the Backup Auction Bid. The Debtor asserts that there will be ample notice of the Bidding Procedures in order to encourage active participation by interested parties and to achieve the highest and best value through the sale process. * * * An auction for the sale of certain of the Debtor's personal property was held on October 21, 2024. The Auction was originally scheduled for October 17 but the Debtor, in consultation with the Official Committee of Unsecured Creditors, determined to adjourn the Auction upon the request of a qualified bidder. Ultimately, the Debtor, in consultation with the Committee, and in accordance with the Bidding Procedures Order, has determined that the bid submitted by TomJack Properties, Inc. was the highest and best offer received for the Property at the Auction. The Debtor, in consultation with the Committee, and in accordance with the Bidding Procedures Order, has determined that the bid submitted by 101 Hudson NY LLC was the second highest and second best offer received for the Property at the Auction. The Debtor will seek approval of the sale of the Property to the Successful Bidder or the Backup Bidder to the extent the Successful Bidder fails to close the transaction, at the hearing to be held on October 22 at 10:00 a.m. (EST). About Titan Concrete Inc. Titan Concrete, Inc., a company based in Carmel, N.Y., provides concrete and ready-mix services to commercial, industrial, residential and homeowner customers. The Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35835) on October 4, 2023, and designated the Chapter 11 Case to proceed under Subchapter V. Judge Kyu Y. Paek oversees the case. Klestadt Witners Jureller of Southard & Stevens is the Debtor's legal counsel. Samuel Dawidowicz has been named as Subchapter V trustee. The United States Trustee has appointed an Official Committee of Unsecured Creditors in the Chapter 11 case and the Committee retained Tarter Krinsky & Drogin LLP as its counsel. TREE LANE: Skylark Appeals to CRO Hiring, Dismissal Bids Tossed --------------------------------------------------------------- The Honorable R. Gary Klausner of the United States District Court for the Central District of California dismissed District Court Case Nos. 2:24-cv-06687-RGK and 2:24-cv-06693-RGK in the bankruptcy case of Tree Lane, LLC with prejudice. Each party is to bear its own fees and costs. Both cases pertain to appeals taken by creditor Skylark (UK) Servicing, LLC from these bankruptcy court orders: -- Order Granting Application Of Debtor And Debtor In Possession To Retain And Employ Traverse, LLC And Albert Altro As Chief Restructuring Officer; and -- Order Denying Skylark (UK) Servicing, LLC's Motion For An Order Dismissing The Chapter 11 Case. About Tree Lane LLC Tree Lane LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 2:24-bk-13201-BB) on April 25, 2024. At the time of filing, the Debtor estimated $10,000,001 to $50 million in both assets and liabilities. Judge Sheri Bluebond presides over the case. The Debtor hires Leech Tishman Fuscaldo & Lampl, Inc. as counsel. Traverse, LLC as chief restructuring officer. TRUE VALUE: Brawls With Lenders Over Chapter 11 Process ------------------------------------------------------- Dorothy Ma of Bloomberg Law reports that a U.S. bankruptcy court has set a hearing for October 2024 to resolve a dispute between home-improvement company True Value and its lenders regarding the company's sale process. The lenders have permitted True Value to use cash collateral to fund operations for two weeks; however, they have not consented to the sale and believe the lender group is not adequately protected, said Daniel Fiorillo, a lawyer at Otterbourg representing the lending agent, during a hearing on Wednesday, October 16, 2024. About True Value Company True Value Company, headquartered in Chicago, is one of the world's leading hardlines wholesalers with over 75 years of experience. 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. True Value Company, L.L.C. and certain of its affiliates initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-12337) on October 14, 2024. True Value estimated total assets of $100 million to $500 million and liabilities of $500 million to $1 billion as of the bankruptcy filing. 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. Omni Agent Solutions is the claims agent. TRUE VALUE: Wants to Close $153M Deal to Finance Chapter 11 Case ---------------------------------------------------------------- Clara Geoghegan of Law360 reports that True Value Co., a hardware store supplier, is "laser focused" on completing a $153 million sale, the company’s lawyers informed a Delaware bankruptcy judge on Wednesday, October 16, 2024. The judge approved a two-week arrangement between True Value and a lender, permitting the company to use existing funds to support its Chapter 11 bankruptcy case.. 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. TURNKEY SOLUTIONS: Seeks Approval to Tap Makhija CPA as Accountant ------------------------------------------------------------------ Turnkey Solutions Group Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Makhija CPA, LLC as accountant. The firm will render these services: (a) perform accounting services in connection with the preparation of Internal Revenue Service returns required by the estate; (b) analyze the Debtor's books and records; and (c) evaluate the tax ramifications associated with the liquidation of assets of the estate. The firm will charge a monthly fee of $2,500 for the first six months and $3,500 for each month thereafter starting March 1, 2025. Ranjit Makhija, a certified public accountant at Makhija CPA, 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: Ranjit Makhija, CPA Makhija CPA, LLC 77 Sugar Creek Center Blvd., Ste. 600 Sugar Land, TX 77478 About Turnkey Solutions Group Turnkey Solutions Group Inc. is a provider of diverse services including civil engineering, mechanical solutions, structural erection, and coating. Turnkey Solutions Group Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-33716) on August 12, 2024. In the petition filed by David Dominguez, CEO, the Debtor disclosed total assets of $2,955,819 and total liabilities of $5,413,935. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Vicky M. Fealy, Esq., at The Fealy Law Firm, PC as counsel and Ranjit Makhija, CPA, at Makhija CPA, LLC as accountant. UNC HEALTH: S&P Lowers 2022A Revenue Bonds to 'BB-', Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on the Public Finance Authority, Wis.' series 2021A, series 2021B, and series 2022A revenue bonds, issued for UNC Health Southeastern (Southeastern; formerly Southeastern Regional Medical Center), N.C., to 'BB-' from 'BB'. The outlook is negative. "The downgrade reflects Southeastern's volatile operations in recent years, with fiscal 2023 performance finishing weaker than expected at our last review," said S&P Global Ratings credit analyst David Mares. "In addition, the downgrade reflects significantly weakened unrestricted reserves, specifically days' cash on hand and cash-to-debt metrics, that we expect will be constrained in the near term." The negative outlook reflects continued operating losses with little room for further deterioration given weak unrestricted reserves and limited near-term opportunity to improve the cash position because of the required payments of the promissory note agreement. S&P said, "We could lower the rating further if Southeastern's financial operations exhibit a lack of margin improvement given the very weak balance sheet. Any deterioration of the balance sheet would additionally pressure the rating. We could also lower the rating if there is any weakness in the enterprise profile. "We could revise the outlook to stable should Southeastern continue to demonstrate meaningful financial operating improvement and a trend of margin growth without any further balance sheet weakening." US NUCLEAR: Reports $455,426 Net Loss in Fiscal Q2 -------------------------------------------------- US Nuclear Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $455,426 on $502,568 of revenues for the three months ended June 30, 2024, compared to a net loss of $871,518 on $346,801 of revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $617,404 on $1,130,318 of revenues, compared to a net loss of $1,536,052 on $994,507 of revenues for the same period in 2023. The Company had an accumulated deficit of $18,479,357. As of June 30, 2024, the Company had $2,844,418 in total assets, $5,157,088 in total liabilities, and $2,312,670 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3m89kkpm About US Nuclear US Nuclear Corp. is engaged in developing, manufacturing, and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world. As of December 31, 2023, the Company had $2,856,876 in total assets, $4,839,495 in total liabilities, and $1,982,619 in total stockholders' deficit. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 7, 2024, citing that the Company has an accumulated deficit and net losses. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. VICTOR G GARCIA LOPEZ: IRS Loses Bid to Reopen Bankruptcy Case -------------------------------------------------------------- Judge Mildred Caban Flores of the United States Bankruptcy Court for the District of Puerto Rico denied the motion filed by the Internal Revenue Service to reopen the Chapter 11 bankruptcy case of Victor G. Garcia Lopez for failure to pay post-petition taxes. In its motion, the IRS requests that the instant case be reopened asserting that the Debtor has failed to pay it the required post-petition self-employment taxes (Form 1040SS) for the tax years 2020, 2021 and 2022. The IRS further asserts that the Debtor's failure to timely pay his post-petition tax obligations triggers Section 1112(b)(4)(I) of the Bankruptcy Code, which allow for conversion to Chapter 7 or dismissal of the case. The Debtor opposes the motion to reopen the case asserting that the IRS: i) does not allege a default under the terms of the confirmed plan; ii) does not allege any ill-conduct by the Debtor during the term the bankruptcy case was open; and iii) does not cite any provision of the confirmed plan with jurisdiction related to post-confirmation, post-final decree alleged grievances. The final decree in the present case was entered on July 6, 2018. The Court says the post-petition taxes that the Debtor allegedly failed to pay are post-final decree taxes. Furthermore, the IRS delayed the request to reopen the case until after the Debtor allegedly failed to pay self-employment taxes for three years, the Court notes. The Court finds that the case should not be reopened given the five-year period between the estate's closing and the motion to reopen and the delay of three years in requesting the reopening. A copy of the Court's decision dated October 10, 2024, is available at https://urlcurt.com/u?l=POS84X Victor G. Garcia Lopez filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 14-07306) on September 3, 2014, listing under $1 million in both assets and liabilities. VILLAGE OAKS: Cannot Proceed Under Subchapter V, Court Says ----------------------------------------------------------- Judge Christopher D. Jaime of the United States Bankruptcy Court for the Eastern District of California sustained the objections filed by secured creditor Gina MacDonald to Village Oaks Senior Care, LLC's subchapter V eligibility. The objections are filed in the three separate but related subchapter V chapter 11 cases of In re Village Oaks Senior Care, LLC, No. 24-22206, In re El Dorado Senior Care, LLC, No. 24-22208, and In re Benjamin L. Foulk, No. 24-22236. Ms. MacDonald objects to the debtors' eligibility to be considered debtors under subchapter V. The crux of Ms. MacDonald's objections are that the debtors are affiliated debtors and their aggregated noncontingent liquidated debts exceed the statutory cap of $7,500,000 for subchapter V eligibility under the version of 11 U.S.C. Sec. 1182 in effect when the debtors filed their chapter 11 petitions. Village Oaks, El Dorado, and Dr. Foulk filed responses to Ms. MacDonald's objections. Generally, each response disputes the debtors' affiliate status, asserts that aggregated debts fall below the $7,500,000 subchapter V debt cap, and contends that Ms. MacDonald waived any objection to the debtors' subchapter V eligibility. The court heard oral argument on the objections in all three cases on October 1, 2024. The concession made during oral argument that aggregated debts exceed the $7,500,000 subchapter V debt cap leaves two issues for consideration. The first is whether Ms. MacDonald waived her subchapter V eligibility objections. The second is whether Village Oaks and El Dorado are affiliated debtors. The court concludes as follows: (i) Village Oaks, El Dorado, and Foulk are vertically-affiliated debtors; (ii) Village Oaks and El Dorado are horizontally-affiliated debtors; (iii) aggregated noncontingent liquidated debts exceed the $7,500,000 subchapter V debt cap; and (iv) Ms. MacDonald's eligibility objections are not waived. Each of Ms. MacDonald's eligibility objections will therefore be sustained, the three chapter 11 cases will be de-designated as subchapter V cases, the three chapter 11 cases will no longer proceed under subchapter V, and the subchapter V trustees will be discharged. The court also provides notice of its intent to consider the appointment of a chapter 11 trustee in all three bankruptcy cases. The court will address the appointment of a chapter 11 trustee in the Village Oaks, El Dorado, and Foulk cases on November 5, 2024, at 11:00 a.m. A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=HaYKrr About Village Oaks Senior Care Village Oaks Senior Care, LLC owns and operates community care facilities for the elderly. Village Oaks Senior Care filed Chapter 11 petition (Bankr. E.D. Cal. Case No. 24-22206) on May 21, 2024, with total assets of $1,440,832 and total liabilities of $3,369,013 as of Dec. 31, 2023. Lisa Holder, Esq., a practicing attorney in Bakersfield, Calif., serves as Subchapter V trustee. Judge Christopher D. Jaime oversees the case. D. Edward Hays, Esq., at Marshack Hays Wood, LLP, is the Debtor's legal counsel. Blanca Castro has been appointed as patient care ombudsman in the Debtor's Chapter 11 case. VIVAKOR INC: Appoints Russ Shelton as Executive VP and COO ---------------------------------------------------------- Vivakor, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into an executive employment agreement with Russ Shelton with respect to the Company's appointment of Mr. Shelton as Executive Vice President and Chief Operating Officer of the Company. Mr. Russ Shelton is a seasoned operations executive with more than three decades of management experience with midstream trucking, terminaling, and marketing companies, including for several of the business units being acquired in the Company's purchase of the Endeavor Entities. Mr. Shelton was most recently the Chief Operating Officer for Endeavor Crude, LLC, and prior to that served as its Vice President of Transportation since 2023. Prior to Endeavor Crude, he worked as Director of Operations for Senergy Petroleum from 2021-23, and prior to that worked as Director of Transportation for Pilot Travel Centers LLC from 2018-21. The Board believes that Mr. Shelton's experience in management and operations and his extensive knowledge in the midstream petroleum industry make him ideally qualified to help lead the Company towards continued growth and success. Pursuant to the Shelton Agreement: * Mr. Shelton will receive: (i) base salary compensation of $337,000 USD annually (the "Base Compensation"); (ii) an annual cash and equity incentive compensation of up to $808,000 based upon certain performance criteria as more particularly described therein. As an inducement to enter into the Shelton Agreement, Mr. Shelton shall receive a one-time signing grant of Company common stock equivalent in value to $150,000, which are priced per share based on the volume-weighted average price for the preceding five trading days prior to the day of such grant, subject to an 18-month lockup period, which shall be granted promptly after the Effective Date, * Mr. Shelton's employment is at-will under Texas law, except as modified therein. Mr. Shelton's employment with Vivakor Administration, LLC, a subsidiary of the Company, began on October 1, 2024. * Mr. Shelton will receive a one-time grant of Company common stock equivalent in value to $150,000, which are priced per share based on the volume-weighted average price for the preceding five trading days prior to the day of such grant, subject to an eighteen 18-month lockup period, which shall be granted promptly after the Effective Date. The issuance of the foregoing securities will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as Mr. Shelton is one of the Company's executive officers and is a sophisticated investor and familiar with the Company's operations. In connection with the Shelton Agreement, Mr. Shelton and Ballengee Holdings, LLC, an affiliate of James H. Ballengee, the Company's Chairman, President, and CEO, have entered into a side letter agreement promising Mr. Shelton: (i) certain additional Base Compensation equal to the difference between Mr. Shelton's current salary and $375,000 by January 1, 2025, should the Company not increase Mr. Shelton's Base Compensation, as defined in the Shelton Agreement, to such level, and (ii) a one-time special cash bonus of $100,000.00 USD upon completion of an equity capital raise, as more particularly set forth therein. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is a socially responsible operator, acquirer, and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions. Currently, the Company's efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated soil remediation services. Houston, Texas-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 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, Vivakor had $73.68 million in total assets, $58.65 million in total liabilities, and $15.03 million in total stockholders' equity. VIVAKOR INC: Closes $120 Million Acquisition of Endeavor Entities ----------------------------------------------------------------- Vivakor, Inc. announced that all closing processes have been completed and, effective October 1, 2024, it closed its previously announced acquisition of Endeavor Crude, LLC, Meridian Equipment Leasing, LLC, Equipment Transport, LLC, and Silver Fuels Processing, LLC, and their subsidiaries. The Endeavor Entities own and operate a combined fleet of more than 500 commercial tractors and trailers for the hauling of crude oil and produced water. On a daily basis, the trucking fleet hauls approximately 60,000 barrels of crude oil, tank bottoms, and petroleum wastes, and approximately 30,000 barrels of produced water. In addition, the Endeavor Entities own and operate a crude oil shuttle pipeline and exclusive connected blending and processing facility in Blaine County, Oklahoma. The purchase price for the Membership Interests is $120 million, subject to post-closing adjustments, including assumed debt and an earn-out adjustment, payable by the Company in a combination of Company common stock, $0.001 par value per share and Company Series A Preferred Stock $0.001 par value per share. The Preferred Stock will have the terms set forth in the Form of Series A Preferred Stock Certificate of Designations and incorporated by reference herein, including, but not limited to, liquidation preference over the Common Stock, the payment of a cumulative six percent annual dividend per share payable quarterly in arrears in shares of Common Stock (so long as such issuances of Common Stock would not result in the Sellers beneficially owning great than 49.99% of the issued and outstanding Common Stock), and the Company having the right to convert the Preferred Stock at any time using the stated value of $1,000 per share of Preferred Stock and the conversion price of $1 per share of Common Stock. The Sellers are beneficially owned by James Ballengee, the Company's chairman, chief executive officer and principal shareholder. As a result of the Closing, the Company will issue to the Sellers: (i) a number of shares of Common Stock equal to an undivided nineteen and 19.99% of all of the Company's issued and outstanding Common Stock immediately prior to Closing, or a lesser percentage, if such issuance would result, when taking into consideration the percentage of Common Stock owned by Sellers prior to such issuance, in Sellers owning in excess of 49.99% of the Common Stock issued and outstanding on a post-Closing basis, with such shares of Common Stock valued at $1.00 per share, and (ii) a number of shares of Preferred Stock equal to the Purchase Price, less the value of the Common Stock Consideration. Sellers will enter into 18-month lock-up agreements, at Closing, with regard to the Common Stock Consideration and any Common Stock they receive during the lock-up period in connection with conversions of Preferred Stock or the payment of dividends on the Preferred Stock. James Ballengee, Chairman, President, & CEO, commented, "The closing of the Endeavor Entities was a significant undertaking, with multiple business lines, spanning over six months in the making, culminating in Vivakor now owning one of the largest combined fleets of oilfield services in the continental United States. The integration and consolidation of existing operations creates immediate value within our financial framework, by delivering sustainable accretion to earnings that will result in increased shareholder value over time. We couldn't be more excited about this acquisition." About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is a socially responsible operator, acquirer, and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions. Currently, the Company's efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated soil remediation services. Houston, Texas-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 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, Vivakor had $73.68 million in total assets, $58.65 million in total liabilities, and $15.03 million in total stockholders' equity. WALNUT HILLS-GREENVILLE: Trustee Hires Jones Lang as Broker ----------------------------------------------------------- Tom Howley, the Chapter 11 Trustee of Walnut Hills-Greenville Ave, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jones Lang Lasalle Brokerage, Inc. as real estate broker. The firm will perform the services associated with acting as broker for the marketing and sale of the Building. The firm will be paid at a commission of 3 percent of the first $10,000,000 of Gross Proceeds, and 2 percent for every $1 above $10,000,000 of Gross Proceeds, with special provisions in the event of a refinancing of the Building or a sale to the primary secured lender, in which case, the firm shall be entitled to a fee of not less than $200,000. Daryl Mullin, a partner at Jones Lang Lasalle Brokerage, 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: Daryl Mullin, a partner at Jones Lang Lasalle Brokerage, Inc. 200 E. Randolph Dr. Chicago, IL 60601 Tel: (214) 438-6388 Email: daryl.mullin@jll.com About Walnut Hills-Greenville Walnut Hills-Greenville Ave, LLC is a commercial real estate entity focused on managing and operating a property located at 7502 Greenville Avenue in Dallas, Texas. Walnut Hills-Greenville Ave, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex., Case No.24-31485) on April 1, 2024,listing approximately $68 million in assets and approximately $20,667,025.38 in liabilities. Judge Hon. Thad J. Collins presides over the case. Joshua Gordon, Esq., at the Lane Law Firm represents the Debtor as counsel. WHEEL PROS: Hires Houlihan Lokey Capital as Investment Banker ------------------------------------------------------------- Wheel Pros, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Houlihan Lokey Capital, Inc. as their financial advisor and investment banker. Houlihan Lokey has provided and has agreed to provide these services: (a) assisting Hoonigan in the development and distribution of selected information, documents and other materials, including, if appropriate, advising Hoonigan in the preparation of an offering memorandum (it being expressly understood that the Company will remain solely responsible for such materials and all of the information contained therein); (b) assisting Hoonigan in soliciting and evaluating indications of interest and proposals regarding any Transaction(s) from current and/or potential lenders, equity investors, acquirers and/or strategic partners; (c) assisting Hoonigan with the negotiation of any Transaction(s), including participating in negotiations with creditors and other parties involved in any Transaction(s); (d) attending meetings of Hoonigan's Board of Directors (including committees thereof), creditor groups, official constituencies and other interested parties, as Hoonigan and Houlihan Lokey mutually agree; (e) providing expert advice and testimony regarding financial matters related to any Transaction(s), if necessary; and (f) providing such other financial advisory and investment banking services as may be agreed upon by Houlihan Lokey and Hoonigan. The firm will be compensated as: (a) Initial Fee: In addition to the other fees provided for herein, upon the execution of this Agreement, the Company shall pay Houlihan Lokey a nonrefundable cash fee of $525,000, which shall be earned upon Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey accepting this engagement. (b) Monthly Fees: In addition to the other fees provided for herein, upon the Effective Date, and on every monthly anniversary of the Effective Date during the term of this Agreement, the Company shall pay Houlihan Lokey in advance, upon receipt of an invoice, a nonrefundable cash fee of $200,000; provided, however, that no additional Monthly Fee shall accrue or be paid after any of these: (i) closing of a Sale Transaction (as defined below); (ii) closing of an out-of-court Restructuring Transaction; or (iii) effective date of any plan of reorganization or liquidation under Chapter 11 or Chapter 7 of the Bankruptcy Code. Each Monthly Fee shall be earned upon Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey accepting this engagement and performing services. Beginning with the fourth Monthly Fee, 50 percent of the Monthly Fees shall be credited against the Restructuring Transaction Fee or Sale Transaction Fee, as applicable, to which Houlihan Lokey becomes entitled hereunder (it being understood and agreed that no Monthly Fee shall be credited more than once), except that, in no event shall such Restructuring Transaction Fee or Sale Transaction Fee be reduced below zero. (c) Transaction Fee(s): In addition to the other fees provided, the Company shall pay Houlihan Lokey these transaction fee(s): (i) Restructuring Transaction Fee. Upon the earlier to occur of: (I) in the case of an out-of-court Restructuring Transaction, the closing of such Restructuring Transaction; and (II) in the case of an in-court Restructuring Transaction, the date of confirmation of a plan of reorganization or liquidation under Chapter 11 or Chapter 7 of the Bankruptcy Code (as defined below) pursuant to an order of the applicable bankruptcy court, Houlihan Lokey shall earn, and the Company shall promptly pay to Houlihan Lokey, a cash fee ("Restructuring Transaction Fee") of $13,500,000. Notwithstanding the foregoing, if a plan of reorganization proposed by the Company (a "Plan"), that is a prepackaged or prearranged Plan is contemplated under a Restructuring Support Agreement or other "lock up" agreement to which the Company is a party (an "RSA") and such RSA becomes effective in accordance with its terms prior to the Company filing for Chapter 11 relief, then the Restructuring Transaction Fee shall be fully earned as of the effective date of such RSA and (A) 50 percent of the Restructuring Transaction Fee shall be payable after the effective date of such RSA but prior to commencement of the related proceeding in the Bankruptcy Court and (B) the remainder of the Restructuring Transaction Fee shall be payable upon the date of confirmation of such Plan. (ii) Sale Transaction Fee. Upon the closing of the Sale Transaction, Houlihan Lokey shall earn, and the Company shall thereupon pay to Houlihan Lokey immediately and directly from the gross proceeds of such Sale Transaction, as a cost of such Sale Transaction, a cash fee ("Sale Transaction Fee") based upon Aggregate Gross Consideration ("AGC"), calculated: For AGC up to $1,000 million: 1.50 percent of such AGC, plus; For AGC greater than $1,000 million: 2.00 percent of the amount of such AGC in excess of $1,000 million. (iii)Financing Transaction Fee. Upon the closing of each Financing Transaction, Houlihan Lokey shall earn, and the Company shall thereupon pay to Houlihan Lokey immediately and directly from the gross proceeds of such Financing Transaction, as a cost of such Financing Transaction, a cash fee ("Financing Transaction Fee") equal to the sum of: (I) 1.00 percent of the gross proceeds of any indebtedness raised or committed that is senior to other indebtedness of the Company, secured by a first priority lien and unsubordinated, with respect to both lien priority and payment, to any other obligations of the Company (including any debtor-in-possession financing), (II) 2.50 percent of the gross proceeds of any indebtedness raised or committed that is secured by a lien (other than a first lien), is unsecured and/or is subordinated, and (III) 4.50 percent of the gross proceeds of all equity or equity-linked securities (including, without limitation, convertible securities and preferred stock) placed or committed. Any warrants issued in connection with the raising of debt or equity capital shall, upon the exercise thereof, be considered equity for the purpose of calculating the Financing Transaction Fee, and such portion of the Financing Transaction Fee shall be paid upon such exercise and from the gross proceeds thereof, regardless of any prior termination or expiration of this Agreement. It is understood and agreed that if the proceeds of any such Financing Transaction are to be funded in more than one stage, Houlihan Lokey shall be entitled to its applicable compensation hereunder upon the closing date of each stage. The Financing Transaction Fee(s) shall be payable in respect of any sale of securities whether such sale has been arranged by Houlihan Lokey, by another agent or directly by the Company or any of its affiliates. Any non-cash consideration provided to or received in connection with the Financing Transaction (including but not limited to intellectual or intangible property) shall be valued for purposes of calculating the Financing Transaction Fee as equaling the number of Securities (as defined below) issued in exchange for such consideration multiplied by (in the case of debt securities) the face value of each such Security or (in the case of equity securities) the price per Security paid in the then current round of financing. The fees set forth herein shall be in addition to any other fees that the Company may be required to pay to any investor or other purchaser of Securities to secure its financing commitment. In the event that both a Restructuring Transaction Fee and a Sale Transaction Fee are payable under this Agreement, Houlihan Lokey will only be paid the higher of the Restructuring Transaction Fee and the Sale Transaction Fee. (d) Expenses. In addition to all of the other fees and expenses described in this Agreement, and regardless of whether any Transaction is consummated, the Company shall, upon Houlihan Lokey's request, reimburse Houlihan Lokey for its reasonable and documented out-of-pocket expenses incurred from time to time, but in no event greater than $75,000 without the Company's prior approval, which approval shall not be unreasonably withheld (provided that such limitation shall not affect the Company's obligations to otherwise pay any such expenses under this Agreement). Houlihan Lokey received prepetition retainers, of which $5,000 is remaining, to cover any other miscellaneous expenses that can be attributable to periods prior to the Petition Date. Matthew Braun, a managing director at Houlihan Lokey Capital, 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 Braun Houlihan Lokey Capital, Inc. 10250 Constellation Blvd., Ste. 500 Los Angeles, CA 90067 Telephone: (310) 553-8871 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. WHEEL PROS: Hires Pachulski Stang Ziehl & Jones as Co-Counsel ------------------------------------------------------------- Wheel Pros, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Pachulski Stang Ziehl & Jones LLP as co-counsel. The firm's services include: a. providing legal advice regarding local rules, practices, and procedures; b. reviewing and commenting on drafts of documents to ensure compliance with local rules, practices, and procedures; c. filing documents as requested by co-counsel, Kirkland & Ellis LLP and Kirkland & Ellis International LLP, and coordinating with the Debtors' claims agent for service of documents; d. preparing agenda letters, certificates of no objection, certifications of counsel, and notices of fee applications and hearings; e. preparing hearing binders of documents and pleadings, and printing of documents and pleadings for hearings; f. appearing in Court and at any meeting of creditors on behalf of the Debtors in its capacity as co-counsel with Kirkland; g. monitoring the docket for filings and coordinating with Kirkland on pending matters that need responses; h. preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with same; distributing critical dates memoranda with Kirkland for review and any necessary coordination for pending matters; i. handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these Chapter 11 Cases, and, to the extent required, coordinating with Kirkland on any necessary responses; and j. providing additional administrative support to Kirkland, as requested. The current standard hourly rates of attorneys and paralegals are as follows: Partners $995 to $2,175 Of Counsel $975 to $1,675 Associates $650 to $975 Paraprofessionals $545 to $595 The firm has received payments from the Debtors during the year prior to the Petition Date in the amount of $750,000 in connection with its prepetition representation of the Debtors. 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, Pachulski disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has represented the client during the 12-month period prepetition. The material financial terms for the prepetition engagement remained the same, as the engagement was hourly based subject to economic adjustment; and -- the The Debtors and the firm expect to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, recognizing that in the course of these large Chapter 11 Cases there may be unforeseeable fees and expenses that will need to be addressed. Laura Davis Jones, Esq., a partner at Pachulski Stang Ziehl & Jones, 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: Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.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. WHEEL PROS: Hires Stifel Nicolaus & Co as Investment Banker ----------------------------------------------------------- Wheel Pros, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Stifel, Nicolaus & Co., Inc. as investment banker. Stifel has provided and has agreed to provide sale services in connection with the following assets of the debtors: (a) the 4 Wheel Parts business ("4 Wheel Parts"), (b) TeraFlex, Inc. or its business ("TeraFlex"), (c) Throtl, Inc. or its business ("Throtl"), and (d) the Poison Spyder business ("Poison Spyder"). Houlihan Lokey will provide general investment banking services, including assisting the Debtors broadly in negotiating the Restructuring Transactions. Further, Stifel will use reasonable efforts to coordinate with the Debtors’ other retained professionals, including Houlihan Lokey, to avoid the unnecessary duplication of services. The Debtors have agreed to pay Stifel as follows: (a) 4 Wheel Parts Sale: $1.75 million plus 5 percent of Consideration in excess of $55 million. (b) TeraFlex Sale: $1.5 million plus 5 percent of Consideration in excess of $30 million. (c) Throtl Sale: $1.25 million plus 5 percent of Consideration in excess of $12.5 million. (d) Poison Spyder Sale: $1 million, unless such sale is the second Divestiture Asset Sale, in which case, $500,000. (e) Poison Spyder Sale Credits: The Poison Spyder Sale Fee will be credited to reduce, by $500,000, the first subsequent Divestiture Asset Sale and, if the Poison Spyder Sale fee was $1 million, the remainder of such fee will be credited to reduce, by $500,000, the second subsequent Divestiture Asset Sale. (f) Zbroz Sale: $500,000. (g) Expenses: The Debtors agree to reimburse Stifel for the expenses incurred by Stifel in connection with the matters contemplated by the Engagement Letter. Nick Forsa, Managing Director at Stifel, Nicolaus & Co., Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, and does not represent any interest adverse to the Debtor and its estates. Stifel can be reached through: Nick Forsa Stifel, Nicolaus & Co., Inc. 787 Seventh Avenue New York, NY 10019 Tel.: (855) 300-7137 Email: forsan@stifel.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. WHEEL PROS: Hires Stretto Inc as Administrative Advisor ------------------------------------------------------- Wheel Pros, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Stretto, Inc. as administrative advisor. The firm will provide these services: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtor's schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a Chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtor, the Court, or the Office of the Clerk of the Bankruptcy Court. The firm will be paid a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sheryl Betance, a partner at Stretto, 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: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@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. WHEEL PROS: Seeks to Hire Cole Schotz PC as Special Counsel ----------------------------------------------------------- Wheel Pros, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Cole Schotz PC as its counsel. In connection with the Debtors' restructuring efforts, the board of directors of Wheel Pros Intermediate, Inc. and Wheel Pros, Inc. established the Special Committee, which is comprised of independent and disinterested director Jonathan F. Foster. Cole Schotz has been retained as independent counsel to the Special Committee, and the Debtors request authority to retain Cole Schotz to provide independent legal services as are necessary and requested by the Special Committee. The firm will be paid at these rates: Members $615 to $1,575 per hour Special Counsel $625 to $1,100 per hour Associates/Law Clerks $380 to $695 per hour Paralegals $315 to $460 per hour Litigation Support Specialists $295 to $535 per hour In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer in the amount of $127,434.50 from the Debtor. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Cole Schotz professionals working on this matter will bill at their standard hourly rates. 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: Cole Schotz did not represent the Special Committee during the 12 months preceding the filing of the chapter 11 cases. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz is currently formulating a budget and staffing plan, which it will review with the Special Committee. Cole Schotz will file its budgets and staffing plans in connection with any and all applications for interim and final compensation they file in these chapter 11 cases. Michael Sirota, Esq., an attorney at Cole Schotz, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael D. Sirota, Esq. Cole Schotz PC 1201 Wills Street, Suite 320 Baltimore, MD 21231 Telephone: (410) 230-0660 Facsimile: (410) 230-0667 Email: iwalker@coleschotz.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. WHEEL PROS: Seeks to Hire Kirkland & Ellis as Attorney ------------------------------------------------------ Wheel Pros, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their attorneys. The firm's services include: (a) advise the Debtors with respect to their powers and duties in the continued management and operation of their businesses and properties; (b) advise and consult on the conduct of these Chapter 11 cases; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtors' estate; (e) prepare pleadings in connection with these Chapter 11 cases; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; (g) advise the Debtors in connection with any potential sale of assets; (h) appear before the court and any appellate courts to represent the interests of the Debtors' estates; (i) advise the Debtors regarding tax matters; (j) take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases. The firm's standard hourly rates are as follows: Partners $1,195 - $2,465 Of Counsel $820 - $2,245 Associates $745 - $1,495 Paraprofessionals $325 - $625 In addition, the firm will seek reimbursement for expenses incurred. The Debtors paid the firm an advance payment retainer of $5,900,000. Steven Serajeddini, the president of Steven N. Serajeddini, P.C., a partner of Kirkland & Ellis and Kirkland & Ellis International, also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement? Answer: No. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland's billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: Kirkland's current hourly rates for services rendered on behalf of the Debtors range as follows: Partners $1,195 - $2,465 Of Counsel $820 - $2,245 Associates $745 - $1,495 Paraprofessionals $325 - $625 Kirkland represented the Debtors from Sep 8, 2023, to Dec 31, 2023, before the petition date, using the hourly rates listed below: Partners $1,195 - $2,245 Of Counsel $820 - $2,125 Associates $685 - $1,395 Paraprofessionals $295 - $575 Question: Have the Debtors approved Kirkland's budget and staffing plan, and, if so, for what budget period? Answer: Yes, for the period from Sep 8, 2024 through Nov 17, 2024. Mr. Serajeddini 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: Steven Serajeddini, Esq. Steven N. Serajeddini, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Email: steven.serajeddini@kirkland.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. WHEEL PROS: Seeks to Tap Deloitte Tax LLP as Tax Services Provider ------------------------------------------------------------------ Wheel Pros, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Deloitte Tax LLP as their tax services provider. Deloitte Tax has agreed to perform these services: (i) Tax Advisory Engagement Letter. Pursuant to the terms and conditions set forth in the Tax Advisory Engagement Letter, Deloitte Tax will provide tax advisory services on federal, foreign, state, and local tax matters as requested by the Debtors and agreed to by the Debtors for the period through December 31, 2025. (ii) Restructuring Engagement Letter. Pursuant to the terms and conditions set forth in the Debt Restructuring Engagement Letter, Deloitte will perform tax advisory services in connection with the Debtors' financial restructuring and potential bankruptcy filing under the Bankruptcy Code, as follows: (a) assist the Debtors by participating in meetings or calls necessary to assist the Debtors with their evaluation of tax consideration of the restructuring events; (b) advise the Debtors with their efforts to calculate tax basis in the stock of each of the Debtors' subsidiaries or other equity interests; (c) advise the Debtors with their efforts to calculate tax basis in assets by entity; (d) advise the Debtors with their evaluation and modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring, including the effects on federal and state tax attributes, state incentives, apportionment and other tax planning; (e) advise the Debtors as they consult with their legal and financial advisors on the cash tax effects of restructuring, bankruptcy and the post-restructuring tax profile, including transaction costs and/or plan of reorganization tax costs, and the cash tax effects of the Chapter 11 filing and emergence transaction, including obtaining an understanding of the Debtors' financial advisors' valuation model to consider the tax assumptions contained therein; (f) advise the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including analyzing various structuring alternatives and modification of debt; (g) advise the Debtors on the cancellation of debt income for tax purposes under Internal Revenue Code ("IRC") section 108, including cancellation of debt income generated from a restructuring, bankruptcy emergence transaction, and/or modification of the debt; (h) advise the Debtors on post-restructuring tax attributes and post-bankruptcy tax attributes (tax basis in assets, tax basis in subsidiary stock and net operating loss carryovers) available under the applicable tax regulations and the reduction of such attributes based on the Debtors' operating projections; (i) including a technical analysis of the effects of Treasury Regulation Section 1.1502-28 and the interplay with IRC sections 108 and 1017; (j) advise the Debtors on net built-in gain or net built-in loss position at the time of "ownership change" (as defined under IRC section 382), including limitations on use of tax losses generated from post-restructuring or postbankruptcy asset or stock sales; (k) as requested by the Debtors, advise the Debtors on the effects of tax rules under IRC sections 382(l)(5) and pertaining to the post-bankruptcy net operating loss carryovers and limitations on their utilization, and the Debtors' ability to qualify for IRC section 382(l)(5); (l) advise the Debtors as to the treatment of post-petition interest for federal and state income tax purposes, including the applicability of the interest limitations under IRC section 163(j); (m) advise the Debtors as to the state and federal income tax treatment of prepetition and post-petition reorganization costs including restructuring related professional fees and other costs, the categorization and analysis of such costs, and the technical positions related thereto; (n) advise the Debtors on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions including cancellation of indebtedness calculations, adjustments to tax attributes and limitations on tax attribute utilization; (o) advise the Debtors on responding to tax notices and audits from various taxing authorities; (p) as requested, assist the Debtors with any notices of late payment and coordinating late tax payments with the Internal Revenue and state taxing authorities as applicable; (q) assist the Debtors with identifying potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; (r) advise the Debtors on income tax return reporting of restructuring and/or bankruptcy issues and related matters; (s) assist the Debtors with documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed restructuring alternative tax issue or other tax matter described above (does not include preparation of information for tax provision or financial reporting purposes); (t) advise the Debtors with non-U.S. tax implications and structuring alternatives; (u) as requested by the Debtors and as may be agreed to by Deloitte Tax, advise the Debtors regarding other state, federal, or international income tax questions and/or computations that may arise in the course of this engagement; and (v) as requested by the Debtors and as may be agreed to by Deloitte Tax, assist in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed debt restructuring or combination alternative tax issue or other tax matter described above. (iii) Tax Compliance Work Order. Pursuant to the terms and conditions set forth in the Tax Compliance Work Order, Deloitte Tax will prepare the 2023 U.S. federal, state and local income tax returns identified in Exhibit A, Listing of Income Tax Returns included in Engagement, attached to the Tax Compliance Work Order, as well as assist in calculating 2024 quarterly estimated tax payments as requested by the Debtors and prepare FinCEN Form 114. (iv) R&D and R&E Work Order. Pursuant to the terms and conditions set forth in the R&D and R&E Work Order, Deloitte Tax will provide tax advisory services to substantiate how the Debtors' R&D and R&E activities and expenditures qualify pursuant to IRC Section 41 (the "R&D Expenditure Services" and "R&E Expenditure Services", respectively). R&D Expenditure Services (a) assist the Debtors by accumulating cost accounting records necessary to quantify the qualified R&D activities on a project-by-project basis where it is possible to accumulate information to allocate Debtors' expenditures to projects; (b) assist the Debtors by preparing a calculation of the R&D tax credit in accordance with the requirements of IRC Section 41 and relevant state statutes, where applicable; (c) assist the Debtors by preparing a methodology memorandum and a project description matrix intended to demonstrate how the Debtors' R&D activities meet the requirements for qualification as research under IRC Section 41; (d) assist the Debtors by interviewing certain Debtor personnel interviews; (e) assist the Debtors by collecting and organizing available contemporaneous documentation and compile in a matrix designed to demonstrate the relevance of the documentation to the qualified research activities; and (f) assist the Debtors by preparing and accumulating documentation to support the State Research & Development state tax incentives, where applicable. R&E Expenditure Services (a) assist the Debtors by accumulating cost accounting records necessary to quantify the qualified R&E expenditures and activities incurred by the Debtors; (b) assist the Debtors by analyzing Debtor-prepared documentation and conduct interviews with appropriate Debtor personnel to identify the appropriate nature of the expenditures incurred that meet the criteria of IRC Section 174; (c) assist the Debtors by organizing the supporting documentation that is available, relevant, and provided to Deloitte Tax (e.g., account descriptions, accounting policies, etc.); (d) assist the Debtors by preparing a calculation of the R&E expenditures in accordance with the requirements of IRC Section 174 for domestic and foreign activities; and (e) assist the Debtors by preparing a process document describing Deloitte Tax's procedures and the overall methodology employed. The firm will be paid at these rates: Principal/Partner/ $1,138 per hour Managing Director $1,138 per hour Senior Manager $994 per hour Manager $849 per hour Senior $731 per hour Staff $617 per hour Deloitte Tax received a retainer in the amount of $400,000. Jeffrey J. Van Egdom, a partner at Deloitte Tax 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 J. Van Egdom Deloitte Tax LLP 555 Mission Street, Suite 1400 San Francisco, CA 94105 Tel: (415) 783 6201 Email: jvanegdom@deloitte.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. WHEEL PROS: Taps Cari Turner of Alvarez & Marsal as CRO ------------------------------------------------------- Wheel Pros, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Alvarez & Marsal North America, LLC to provide the Debtors with a chief restructuring officer and certain additional personnel and designate Cari Turner as their CRO. The firm will provide these services: (a) The Engagement Personnel in cooperation with the Chief Executive Officer (the "CEO") and Chief Financial Officer, shall provide support including, but not limited to, assistance with management of 13-week cash flow forecast and various chapter 11 reporting requirements; (b) The CRO shall provide testimony on matters related to our engagement and other matters, as needed, during the case; (c) The CRO shall assist with due diligence efforts and be the liaison with creditors and various constituents; and (d) The Engagement Personnel shall perform such other services as requested or directed by the CEO or the board of directors of the Company (the "Board"), and agreed to by A&M that is not duplicative of work others are performing for the Company. The hourly rates of the firm's professionals are as follows: Managing Directors $1,075 - $1,525 Directors $825 - $1,075 Associates $625 - $825 Analysts $425 - $625 In addition, the firm will seek reimbursement for expenses incurred. The firm holds a retainer in the amount of $250,000. Cari Turner, a managing director at Alvarez & Marsal North America, 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: Cari Turner Alvarez & Marsal North America, LLC 2100 Ross Avenue,21st Floor Dallas, TX 75201 Phone: (214) 438-1000 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. WHITE COLUMNS: Court OKs $4.95MM Asset Sale to Evoraa Holdings -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Rome Division, has granted White Columns at Kingston LLC permission to sell substantially all of its assets to Evoraa Holdings, LLC. Evoraa and the Debtor have negotiated the parties' agreement in good faith and the Debtor submits that the sale price of $4,950,000 is reasonably equivalent to the fair market value of its assets. The Debtor owns real property comprised of 11.5 acres +/- located in Bartow County, Georgia. The sale includes the real property and improvements. The Debtor's Plan of Reorganization has been confirmed but has not yet become effective. The Sale Agreement is contingent on due diligence, the issuance of a Special Use Permit by the City of Kingston, and financing, which contingencies are to be satisfied by November 24, 2024. The Closing Date is December 15, 2024. The Court has determined that the Debtor has demonstrated good, sufficient, and sound business proposal and justifications for the approval of the Sale transaction, which provides value to and are beneficial to the Debtor's estate, and is in the best interests of the Debtor and its creditors. The Court maintained that the consideration to be provided by Evoraa and its assignee, 45 E. Howards St LLC, is fair and reasonable and constitutes reasonably equivalent value under the Bankruptcy Code. The Court authorized the Debtor to execute, deliver, and implement all additional instruments and documents reasonably necessary to implement the Sale, the assignment of all the Sale Assets, and the assumption and assignment of the assigned White Columns Rehabilitation Services, LLC month-to-month lease. Upon the closing of the sale, the Debtor is ordered to pay real estate brokerage fee to H & H Realty, LLC, the Debtor's broker, the secured claim of Ameris Bank equal to $2,976,137.21 as of August 31, 2024 plus per diem interest thereafter at the rate of $697.33 per day, and the the amount necessary to satisfy the real and personal property tax claims of the Bartow County Tax Commissioner for 2022 and 2023 in the amount of $49,001.65 plus interest arising between. The Debtor shall be relieved from any further liability with respect to the Assigned White Columns Rehabilitation Services, LLC month-to-month lease of the Property. About White Columns at Kingston LLC White Columns at Kingston, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). White Columns at Kingston filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-41933) on Dec. 29, 2023, with $1 million to $10 million in both assets and liabilities. The petition was signed by Thomas M. Linder, Jr as member. Judge Barbara Ellis-Monro oversees the case. John Michael Levengood, Esq., at the Law Office of J. Michael Levengood, LLC, represents the Debtor as bankruptcy counsel. The court confirmed the Debtor's Chapter 11 Plan of Reorganization on Aug. 2, 2024. WHITE VIOLET: Hits Chapter 11 Bankruptcy ---------------------------------------- White Violet Property LLC filed Chapter 11 protection in the District of Massachusetts. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About White Violet Property LLC White Violet Property LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-30554) on Oct. 10, 2024. In the petition filed by Paul D. Quinn, as manager, the Debtor estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. The Debtor is represented by: William J. Amann, Esq. AMANN BURNETT, PLLC 757 Chestnut Street Manchester, NH 03104 Tel: 603-696-5401 Email: wamann@amburlaw.com WIDEOPENWEST FINANCE: S&P Cuts ICR to 'SD' on Debt Restructuring ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based cable overbuilder WideOpenWest Finance LLC (WOW) to 'SD' (selective default) from 'B-'. At the same time, S&P lowered the issue-level ratings on the affected issues to 'D'. S&P said, "The downgrade follows the completion of a debt restructuring, which we view as tantamount to default. WOW issued a new $200 million super-priority term loan due December 2028 as part of a new amendment to its credit agreement. The amendment results in subordination of a significant amount of pre-transaction term loan and revolver commitments. The company has underperformed our expectations, and we view the high levels of leverage, negative cash flow, and tight liquidity as factors that indicate the company is facing elevated default risk. Therefore, we view the transaction as distressed and tantamount to a default because a substantial number of secured lenders received less than they were originally promised, which is a secured, FL1O position in the capital structure." More specifically: -- The new money $200 million super priority term loan is in the FL1O position; -- While there is no subpar exchange occurring, only pre-transaction term loan lenders who commit to take a position in the new money super priority term loan are eligible to move up to 15% of their commitment into the FL1O position with the remaining 85% of their commitment subordinated to the FL2O position; -- S&P believes the pricing on the new FL1O term loans provide adequate compensation given the increase in the interest rate on the new debt and no change to the maturity date; -- S&P does not believe the FL2O term loans provide adequate compensation because it has been primed by the FL1O term loans; and -- Consenting revolver borrowers still become subordinated to the FL2O position, while nonconsenting revolver borrowers are in the FL3O position, which S&P does not believe constitutes adequate compensation. S&P said, "The rating downgrade also reflects our view that WOW's liquidity position was very tight and the company needed to raise additional capital to fund its operations. Absent this transaction, we believe the company's liquidity position could have deteriorated further such that a default was possible in the near term. "We plan to reassess our ratings on WOW in the near term. Our review will focus on the long-term viability of WideOpenWest's capital structure, its liquidity profile, and our forward-looking view of the company's creditworthiness, including its position in an increasingly competitive broadband marketplace. We will also review the recovery prospects on the new debt in the capital structure as part of our analysis. The transaction, while only modestly leveraging in the near term, will cause WOW to draw further down on the revolver for greenfield capital expenditure. Though the company shored up its liquidity, its operating performance has been weak, and the company continues to underperform our expectations." WINDTREE THERAPEUTICS: Raises $1.7 Million Through Stock Sales -------------------------------------------------------------- As disclosed in the Current Report on Form 8-K filed by Windtree Therapeutics, Inc. with the Securities and Exchange Commission on July 22, 2024, the Company previously entered into a Common Stock Purchase Agreement (the "ELOC Purchase Agreement") pursuant to which the Company may sell to the Purchaser shares of the Company's common stock, par value $0.001 per share from time to time, subject to certain limitations as described in the ELOC Purchase Agreement. On July 22, 2024 and July 29, 2024, the Company entered into certain private placement transactions to sell an aggregate of 27,668,106 shares of Common Stock, issuable upon: (i) the conversion of shares of the Company's Series C convertible preferred stock, par value $0.001 per share, and (ii) the exercise of certain warrants. The Registration Statement on Form S-3 (File No. 333-281688) filed by the Company with the SEC on August 21, 2024 and relating to the Private Placement, and the Registration Statement on Form S-1 (File No. 333-281755) filed by the Company with the SEC on August 23, 2024 and relating to the ELOC Purchase Agreement, each became effective on September 3, 2024. From September 14, 2024 through October 4, 2024, the Company: (i) sold an aggregate of 790,500 shares of Common Stock for aggregate gross proceeds of approximately $1.7 million pursuant to the ELOC Purchase Agreement, and (ii) converted 2,368 Preferred Shares into 1,278,452 shares of Common Stock pursuant to the Private Placement transaction documents. Accordingly, the shares of Common Stock outstanding increased from 1,610,734 shares as of September 13, 2024 to 3,679,686 shares as of October 4, 2024. Additionally, as a result of its sales of Common Stock pursuant to the ELOC Purchase Agreement, the Company redeemed 611 Preferred Shares as of October 4, 2024 for an aggregate redemption price of $0.8 million pursuant to the Company's Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock. About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. -- windtreetx.com -- is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. Windtree's portfolio of product candidates includes istaroxime, a Phase 2 candidate with SERCA2a activating properties for acute heart failure and associated cardiogenic shock, preclinical SERCA2a activators for heart failure, and preclinical precision aPKCi inhibitors that are being developed for potential use in rare and broad oncology applications. Windtree also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, which raises substantial doubt about its ability to continue as a going concern. Windtree Therapeutics reported a net loss of $20.3 million for the year ended December 31, 2023, compared to a net loss of $39.2 million for the year ended December 31, 2022. As of June 30, 2024, Windtree Therapeutics had $28.71 million in total assets, $18.26 million in total liabilities, $6.95 million in total mezzanine equity, and $3.49 million in total stockholders' equity. WISA TECHNOLOGIES: Names Stanley Mbugua as VP of Finance, CAO ------------------------------------------------------------- WiSA Technologies Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 30, 2024, Mr. Stanley Mbugua was appointed Vice President of Finance of the Company, and, effective on November 30, 2024, will be appointed the Chief Accounting Officer of the Company, succeeding the current Chief Accounting Officer, Mr. Gary Williams, who, as previously disclosed, has resigned from the Company, effective as of November 30, 2024. Mr. Mbugua, age 54, was previously the Chief Accounting Officer at Presto Automation, Inc., a California based company which provides artificial intelligence and other automation solutions to restaurants, since March 2023. From September 2021 to March 2023, Mr. Mbugua was the Chief Accounting Officer at Skillz, Inc., a mobile video game competition platform. From September 2017 to June 2021, Mr. Mbugua was the Chief Accounting Officer at Rimini Street Inc., a California-based enterprise software support and services company. Prior to 2017, Mr. Mbugua served as Senior Director and Corporate Controller at various other companies. Mr. Mbugua is a certified public accountant and received his bachelor's degree from the University of Nairobi. In connection with his appointment, the Company and Mr. Mbugua entered into an employment agreement, dated September 30, 2024, setting forth the terms of Mr. Mbugua's employment with the Company. The Employment Agreement does not provide for a specified term of employment and Mr. Mbugua's employment is on an at-will basis. Pursuant to the Employment Agreement, Mr. Mbugua will receive an annual base salary of $320,000 and will be eligible to participate in the Company's discretionary and non-discretionary bonus programs. Mr. Mbugua will also be eligible for a one-time bonus of $20,000 within thirty days of the Company's timely filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, pursuant to the Employment Agreement, if Mr. Mbugua resigns for Good Reason or is terminated without Cause, Mr. Mbugua will be entitled to continue to receive his base salary for a period of six months, as well as a pro rata bonus for the year of termination, and all of Mr. Mbugua's unvested equity awards will accelerate and immediately become fully vested and exercisable, provided that, subject to any exceptions in any award agreement entered into by Mr. Mbugua, no exercise of an award may occur more than six months after such termination and in no event after the expiration of such award. In addition, pursuant to the Employment Agreement, upon a Change of Control of the Company (as defined therein), any and all unvested equity awards granted to Mr. Mbugua shall immediately become fully vested and exercisable, subject to the same proviso set forth above. Additionally, on September 30, 2024, the Company and Mr. Mbugua entered into an inducement award agreement, as a material inducement to Mr. Mbugua's acceptance of employment with the Company. Pursuant to the Inducement Agreement, the Company granted Mr. Mbugua 70,000 restricted shares of the Company's common stock. The Stock Award was approved by the compensation committee of the Company's board of directors and such shares were issued in accordance with Nasdaq Listing Rule 5635(c)(4) outside of the Company's 2020 Stock Incentive Plan, and the Company's 2018 Long-Term Stock Incentive Plan. The Stock Award will vest substantially equally over 12 successive three-month periods, with the first tranche to vest on December 20, 2024. In the event that a Change in Control of the Company occurs, any unvested portion of the Stock Award shall become vested as of the date of the Change in Control, provided Mr. Mbugua remains an employee of the Company through such date. If Mr. Mbugua is terminated for any reason, any unvested portion of the Stock Award shall be immediately forfeited. There are no arrangements or understandings between Mr. Mbugua and any other persons pursuant to which he was named as Vice President of Finance of the Company and, effective November 30, 2024, as Chief Accounting Officer of the Company. There are also no family relationships between Mr. Mbugua and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. About WiSA Technologies WiSA Technologies Inc. -- www.wisatechnologies.com -- develops and markets spatial audio wireless technology for smart devices and home entertainment systems. The Company's WiSA Association collaborates with consumer electronics companies, technology providers, retailers, and industry partners to promote high-quality spatial audio experiences. WiSA E is the Company's proprietary technology for seamless integration across platforms and devices. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company's recurring losses from operations, a net capital deficiency, available cash, and cash used in operations as factors raising substantial doubt about its ability to continue as a going concern. For the year ended December 31, 2023, WISA Technologies reported a net loss of $18.7 million, compared to a net loss of $16.2 million for the same period in 2022. As of June 30, 2024, WiSA Technologies had $10.6 million in total assets, $4.2 million in total liabilities, and $6.4 million in total stockholders' equity. WORKHORSE GROUP: Raises $3.4MM Via Fifth Additional Note, Warrant ----------------------------------------------------------------- As previously disclosed, on March 15, 2024, Workhorse Group Inc. entered into a securities purchase agreement with an institutional investor under which the Company agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor: (i) senior secured convertible notes for up to an aggregate principal amount of $139,000,000 that will be convertible into shares of the Company's common stock, par value of $0.001 per share and (ii) warrants to purchase shares of Common Stock in multiple tranches over a period beginning on March 15, 2024. Pursuant to the Securities Purchase Agreement, on September 30, 2024, the Company issued and sold to the Investor a: (i) Note in the original principal amount of $3,400,000 and (ii) Warrant to purchase up to 4,546,024 shares of Common Stock. The Fifth Additional Note was issued pursuant to the Company's Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee, dated December 27, 2023, and a Seventh Supplemental Indenture, dated September 30, 2024, entered into between the Company and the Trustee. As previously disclosed, the Company has issued and sold to the Investor: (i) Notes in aggregate original principal amount of $28,885,714 (ii) Warrants to purchase up to 11,094,876 shares of Common Stock pursuant to the Securities Purchase Agreement (following adjustment in connection with the Company's 1-for-20 reverse stock split, which became effective on June 17, 2024). As of September 27, 2024, $5,950,000 aggregate principal amount remained outstanding under the Notes, and no shares had been issued pursuant to the Warrants. Upon the Company's filing of one or more additional prospectus supplements, and the Company's satisfaction of certain other conditions, the Securities Purchase Agreement contemplates additional closings of up to $106,714,286 in aggregate principal amount of additional Notes and a corresponding Warrant pursuant to the Securities Purchase Agreement. No Note may be converted and no Warrant may be exercised to the extent that such conversion or exercise would cause the then holder of such Note or Warrant to become the beneficial owner of more than 4.99%, or, at the option of such holder, 9.99% of the Company's then outstanding Common Stock, after giving effect to such conversion or exercise. On September 4, 2024, the Investor exercised its option to increase the Beneficial Ownership Cap to 9.99%, which will become effective on November 4, 2024. Like the Prior Notes: -- the Fifth Additional Note was issued with original issue discount of 12.5%, resulting in $2,975,000 of proceeds to the Company before fees and expenses. The Fifth Additional Note is a senior, secured obligation of the Company, ranking senior to all other unsecured indebtedness, subject to certain limitations and is unconditionally guaranteed by each of the Company's subsidiaries, pursuant to the terms of a certain security agreement and subsidiary guarantee. -- the Fifth Additional Note bears interest at a rate of 9.0% per annum, payable in arrears on the first trading day of each calendar quarter, at the Company's option, either in cash or in-kind by compounding and becoming additional principal. Upon the occurrence and during the continuance of an event of default, the interest rate will increase to 18.0% per annum. Unless earlier converted or redeemed, the Fifth Additional Note will mature on the one-year anniversary of the date hereof, subject to extension at the option of the holders in certain circumstances as provided in the Fifth Additional Note. -- all amounts due under the Fifth Additional Note are convertible at any time, in whole or in part, and subject to the Beneficial Ownership Cap, at the option of the holders into shares of Common Stock at a conversion price equal to the lower of $0.5983 or (b) the greater of (x) $0.1693 and (y) 87.5% of the volume weighted average price of the Common Stock during the ten trading days ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, as elected by the converting holder. The Reference Price and Floor Price are subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Reference Price is also subject to full-ratchet adjustment in connection with a subsequent offering at a per share price less than the Reference Price then in effect. Subject to the rules and regulations of Nasdaq, we have the right, at any time, with the written consent of the Investor, to lower the reference price to any amount and for any period of time deemed appropriate by our board of directors. Upon the satisfaction of certain conditions, we may prepay the Fifth Additional Note upon 15 business days' written notice by paying an amount equal to the greater of (i) the face value of the Fifth Additional Note at premium of 25% (or 75% premium, during the occurrence and continuance of an event of default, or in the event certain redemption conditions are not satisfied) and (ii) the equity value of the shares of Common Stock underlying the Fifth Additional Note. The equity value of the Common Stock underlying the Fifth Additional Note is calculated using the two greatest volume weighted average prices of our Common Stock during the period immediately preceding the date of such redemption and ending on the date we make the required payment. -- the Fifth Additional Note contains customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. It also requires the Company to maintain minimum liquidity on the last day of each fiscal quarter in the amount of either (i) $1,500,000 if the sale leaseback transaction of Company's manufacturing facility in Union City, Indiana has not been consummated and (ii) $4,000,000 if the Sale Leaseback has been consummated, subject to certain conditions. The Fifth Additional Note also contains customary events of default. Under certain circumstances, including a change of control, the holder may cause us to redeem all or a portion of the then-outstanding amount of principal and interest on the Fifth Additional Note in cash at the greater of (i) the face value of the amount of the Fifth Additional Note to be redeemed at a 25% premium (or at a 75% premium, if certain redemption conditions are not satisfied or during the occurrence and continuance of an event of default), (ii) the equity value of our Common Stock underlying such amount of the Fifth Additional Note to be redeemed and (iii) the equity value of the change of control consideration payable to the holder of our Common Stock underlying the Fifth Additional Note. In addition, during an event of default, the holder may require us to redeem in cash all, or any portion, of the Fifth Additional Note at the greater of (i) the face value of our Common Stock underlying the Fifth Additional Note at a 75% premium and (ii) the equity value of our Common Stock underlying the Fifth Additional Note. In addition, during a bankruptcy event of default, we shall immediately redeem in cash all amounts due under the Fifth Additional Note at a 75% premium unless the holder of the Fifth Additional Note waives such right to receive payment. Further, upon the sale of certain assets, the holder may cause a redemption at a premium, including upon consummation of the Sale Leaseback if the redemption conditions are not satisfied. The Fifth Additional Note also provides for purchase and participation rights in the event of a dividend or other purchase right being granted to the holders of Common Stock. Warrants: The exercise price per share of Common Stock under the Fifth Additional Warrant is $1.2684. Like the Prior Warrants, the Fifth Additional Warrant is immediately exercisable for a period of 10 years following its issuance date. Like the Prior Warrants: -- the Investor has a purchase right that allows the Investor to participate in transactions in which the Company issues or sells certain securities or other property to holders of Common Stock, allowing the Investor to acquire, on the terms and conditions applicable to such purchase rights, the aggregate purchase rights which the Investor would have been able to acquire if the Investor held the number of shares of Common Stock acquirable upon exercise of the Fifth Additional Warrant. In the event of a Fundamental Transaction (as defined in the Fifth Additional Warrant) that is not a change of control or corporate event as described in the Fifth Additional Warrant, the surviving entity would be required to assume the Company's obligations under the Fifth Additional Warrant. In addition, if the Company engages in certain transactions that result in the holders of the Common Stock receiving consideration, a holder of the Fifth Additional Warrant will have the option to either (i) exercise the Fifth Additional Warrant prior to the consummation of such transaction and receive the consideration to be issued or distributed in connection with such transaction or (ii) cause the Company to repurchase the Fifth Additional Warrant for its then Black Scholes Value. The issuance of the Fifth Additional Note, Fifth Additional Warrant and the shares of Common Stock issuable upon conversion or exercise, as the case may, have been registered pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-273357), and the related base prospectus included in the Registration Statement, as further supplemented by a prospectus supplement filed on September 30, 2024. About Workhorse Group Workhorse Group Inc. -- http://www.workhorse.com-- is a technology company focused on providing electric vehicles to the last-mile delivery sector. As an American original equipment manufacturer, the Company designs and builds high-performance, battery-electric trucks. Workhorse also develops cloud-based, real-time telematics performance monitoring systems that are fully integrated with its vehicles and enable fleet operators to optimize energy and route efficiency. All Workhorse vehicles are designed to make the movement of people and goods more efficient and less harmful to the environment. Cincinnati, Ohio-based Grant Thornton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 12, 2024, citing that the Company incurred a net loss of $123.9 million and used $123.0 million of cash in operating activities during the year ended December 31, 2023. As of that date, the Company had total working capital of $40.5 million, including $25.8 million of cash and cash equivalents, and an accumulated deficit of $751.6 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. Workhorse Group incurred a net loss of $123.9 million during the year ended December 31, 2023. As of June 30, 2024, Workhorse Group had $105.4 million in total assets, $46.7 million in total liabilities, and $58.6 million in total stockholders' equity. WYTHE BERRY: Court Overrules Objection to Mechanic's Lien Claims ---------------------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York overruled Wythe Berry Fee Owner LLC' omnibus objection to the mechanic's lien claims without prejudice. Pending before the Court is the Debtor's objection to the claims of D and J Industries, LLC, Schimenti Construction Company LLC, and Ziba Construction Inc. dba 212Carpet. The Debtor is the owner of a commercial real property complex located at 55 Wythe Avenue, Brooklyn, New York 11249 that is comprised of the William Vale Hotel and office and retail space and parking. The Debtor (WBFO LLC) is wholly owned by WB Member LLC, which is the Debtor's sole member. WBFO LLC entered into a ground lease with WB LLC, which is owned 50/50 by Weiss and Yoel Goldman, with Weiss serving as its managing member. WB Member LLC is itself co-owned by Zelig Weiss and an entity called YG WV LLC, with each holding 50% of the membership interests in WB Member LLC, and with YG WV LLC serving as the managing member. In March of 2022, WB LLC subleased the Debtor's property to HealthQuarters, Inc. According to D&J, the HealthQuarters-WB LLC lease contained provisions requiring that "all work be coordinated with Wythe Berry, LLC; and that Wythe Berry, LLC must approve said work," and was signed by Weiss as Managing Member of WB LLC. HealthQuarters entered into a number of contracts for work on the property it leased, including with Schimenti, which in turn contracted with several subcontractors, including Ziba. The Debtor maintains that neither WB LLC nor Weiss ever disclosed the existence of a sublease between WB LLC and HealthQuarters, and that Weiss never communicated with YG WV LLC. Hence, the Debtor had no knowledge of any aspect of the three claimants' work until they filed their mechanic's lien notices. The thrust of the Debtor's omnibus objection is that none of D&J, Schimenti, and Ziba were in contractual privity with the Debtor, that each instead contracted with a sublessee of the Debtor's called HealthQuarters, that the Debtor did not consent to any of the work the three claimants did for HealthQuarters, and that the Debtor therefore cannot be held responsible for its lessee's (WB LLC) sublessee's (HealthQuarters) failure to pay. The creditors' response is, at base, that the Debtor consented to their engagements and thus is liable. D&J is a lighting equipment distributor. It filed a claim for $90,514.12, purportedly secured by a mechanic's lien on real estate. The Debtor claims that D&J only ever worked for and contracted with HealthQuarters, was never employed or engaged by WBFO LLC, and never received any indication from the Debtor or anyone else that the Debtor knew of or consented to its work. The Debtor also alleges that D&J did not assert in its claim that it perfected its Notice of Mechanic's Lien (and thus is perhaps arguing that D&J failed to perfect its lien, though the Debtor does not state this explicitly). On April 28, 2023, Schimenti filed a claim, purportedly secured by a mechanic's lien, seeking $1,406,796.72. As with D&J, the Debtor argues that Schimenti worked for HealthQuarters, not for the Debtor and that the Debtor did not know about, let alone consent to, Schimenti's work. Schimenti subcontracted a portion of the work for HealthQuarters out to Ziba. Ziba filed a claim, purportedly secured by a mechanic's lien, against the Debtor seeking $89,216.56 for "work performed and material furnished. The Debtor does not expressly articulate that its problem with Ziba's claim is that the Debtor did not consent to Ziba working on its property, but it seems likely that that is the primary basis of the Debtor's objection to Ziba's claim. The Debtor also asserts that Ziba did not perfect its lien because it served its notice under New York's mechanic's lien law on the Debtor's registered agent, and thus did not meet the requirements of New York's lien law. Finally, the Debtor argues that Ziba's claim is duplicative of (because subsumed within) Schimenti's claim and should thus be disallowed, or in the alternative, the Schimenti claim should be reduced by the amount of the Ziba claim. The Debtor also objects in the alternative to the amount sought by each claimant, since they allegedly seek to recover on items that cannot properly be the subject of a mechanic's lien, such as insurance, filing costs, and lost profits Ziba contracted directly with Schimenti as a subcontractor. The Debtor's motion to expunge Ziba's lien on this alternative theory is denied. The Court may reclassify Ziba's claim down the line, if it is not entirely expunged through this proceeding. The Court says if the Debtor is objecting to D&J's claim on the basis that it is unperfected -- which is not clear -- this objection can be decided upon determination of the Debtor's last known place of business. It is not clear from the briefing by how much the Debtor wishes to reduce Schimenti's lien. There is currently no evidence on whether Schimenti willfully exaggerated its lien. Resolution of this issue needs to await the conclusion of the evidentiary hearing, the Court finds. Of course, the Court must first decide whether the Debtor consented to the subcontractors' work on its property. The Court concludes that this contested matter involves disputed issues of fact and law that cannot be resolved on the record before the Court. Consequently, unless the parties can consentually resolve the disputes, an evidentiary hearing will be required following further briefing and pretrial proceedings. As pointed out in the joint status letter submitted to the Court, the central factual question presented is whether the Debtor consented to the Mechanic's Lien Claimants' work done on the Debtor's property. The parties clearly dispute this issue and the record presented so far offers evidence cutting in both directions. It is also not clear that the parties have presented the Court with a full record, which they will have to do at an evidentiary hearing. Some key documents appear to be missing from the record as it stands Counsel must meet and confer and propose a schedule for further briefing and an evidentiary hearing. Counsel shall submit a complete proposed schedule for further proceedings on or before 5:00 p.m., October 30, 2024. A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=MCl6GJ Attorneys for Schimenti Construction Company LLC: Peter E. Strniste, Jr., Esq. Robert Barrack, Esq. GORDON & REES One Battery Park Plaza, 28th Floor New York, NY 10005 E-mail: pstrniste@grsm.com rbarrack@grsm.com Attorneys for the Plan Administrator: Michael Friedman, Esq. Eric Silvestri, Esq CHAPMAN AND CUTLER LLP 1270 Avenue of the Americas, 30th Floor New York, NY 10020 E-mail: friedman@chapman.com silvest@chapman.com About Wythe Berry Fee Owner Wythe Berry Fee Owner LLC is the titular owner of a commercial real property complex located in Brooklyn, New York, that includes The William Vale Hotel, one of Brooklyn's few luxury hotels. Wythe Berry Fee Owner is co-owned, indirectly, by Zelig Weiss and YGWV LLC, a wholly owned, direct subsidiary of All Year Holdings Limited, which is a debtor in a chapter 11 case also pending before Judge Martin Glenn. Weiss and YGWV each hold 50% of the membership interests in Member LLC, which, in turn, is the direct parent, and sole member, of Wythe Berry Fee Owner. YGWV purports to be the designated managing member of Member LLC and, thus, purports to control Wythe Berry Fee Owner. A group of noteholders, Mishmeret Trust Company Ltd., solely in its capacity as Trustee for the Series C Notes; Yelin Lapidot Provident Funds Management Ltd.; The Phoenix Insurance Company Limited; and Klirmark Opportunity Fund III L.P., filed an involuntary Chapter 11 bankruptcy petition against Wythe Berry Fee Owner LLC (Bankr. S.D.N.Y. Case No. 22-11340) on Oct. 6, 2022. The creditors are represented by Michael Friedman, Esq., at Chapman and Cutler LLP. Bankruptcy Judge Martin Glenn, who presides over the case, entered an Order for Relief in January 2023, allowing the bankruptcy proceedings against Wythe Berry Fee Owner LLC to proceed. Judge Glenn denied a request by hotel operator Zelig Weiss to dismiss the involuntary petition. Wythe Berry Fee Owner LLC is represented by law firm Herrick, Feinstein LLP. All Year Holdings Limited filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021, and is represented by Matthew Paul Goren, Esq., at Weil, Gotshal & Manges LLP. Weiss is represented by lawyers at Paul Hastings LLP. * * * On May 29, 2024, Chief Bankruptcy Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York issued opinions confirming the Chapter 11 plans of Wythe Berry Fee Owner LLC and approving a related settlement that was part of the plan, clearing the way for them to complete the sale of the William Vale Hotel and complex in Brooklyn to an affiliate of EOS Hospitality for $177 million. The Chapter 11 plan was declared effective on June 18, 2024. YOURELO YOUR: Devyap's Third Amended Reorganization Plan Confirmed ------------------------------------------------------------------ Judge Christopher J. Panos of the United States Bankruptcy Court for the District of Massachusetts confirmed Devyap Realty Group, Inc.'s Third Amended Plan of Reorganization for Yourelo Your Full-Service Relocation Corporation. Devyap, the third-party plan proponent, is an insider and unsecured creditor of debtor Yourelo Your Full-Service Relocation Corporation. The Debtor operated a moving and storage business and owns property located at 585 North Shore Road, Revere, Massachusetts. There are two buildings on the Property; one is a metal structure that has been referred to in testimony as a warehouse space, and the other is a two-story office building that has been substantially gutted. After Devyap filed the Plan, the City of Revere filed an amended proof of claim, Claim No. 6-2, and Devyap filed the Claim Objection. The City asserted a total claim in the amount of $832,672.82 that included: (i) unpaid real estate taxes assessed on the Property prior to the Petition Date in the amount of $50,622.51, (ii) post-petition taxes, (iii) fines arising from sanitary code violations, (iv) prepetition and/or post-petition interest accruing on these foregoing categories, and (v) post-petition legal fees and costs. The City asserted at least $794,600 of Claim No. 6-2 was secured, an amount equal to the value of the Property as assessed by the City, and the remainder was unsecured. According to Devyap, the City's claim should be disallowed in its entirety because, among other things, the unpaid taxes, interest, fines, and attorneys' fees that were secured by the City's prepetition tax lien on the Property were satisfied upon entry of the Foreclosure Judgment. The Court conducted a two-day trial on confirmation of the Plan and the Claim Objection. At trial, after review of evidence presented, including photographs from within the Property and witness testimony, the Court made preliminary findings and rulings that: (i) the Property is commercial in nature, (ii) the Property lacks a dwelling unit within a residence as contemplated by the sanitary code, 105 Mass. Code Regs. Sec. 410.000, et seq., and (iii) therefore, the City could not include Sanitary Code Fines in its claim because the sanitary code excludes commercial buildings. After that ruling, the City filed its Claim in the amount of $596,443.28 that excluded the Sanitary Code Fines. The City's claim is treated in Class 1 and the Plan proposes the following treatment, based on the City's original proof of claim: a. The City of Revere alleges that it is currently the holder of a pre-petition tax lien on the real property located at 585 North Shore Road, Revere, MA. b. The City of Revere has filed a proof of claim alleging that it was owed $438,985.13 as of the Petition Date. The City of Revere also asserts that it is entitled to post-petition interest and attorneys' fees. Devyap disputes the validity of this assertion as well as the amount and nature of the claim. For the purposes of calculating the Confirmation Escrow Deposit, Devyap estimates that the amount that will be required to satisfy the City of Revere's Claim will not exceed $438,985.13. c. Devyap shall pay the full amount of the City of Revere's Allowed Claim either: (i) on the Effective Date if such claim becomes an Allowed Claim by a final nonappealable order of the Bankruptcy Court prior thereto; or (ii) if the City of Revere's claim remains a Disputed Claim on the Effective Date, within fourteen (14) days following the date on which the City of Revere's claim becomes an Allowed Claim by a final non-appealable order of the Bankruptcy Court. d. The City of Revere is not impaired. There is no deficiency component of the City's claim, and it is treated entirely in Class 1. There are no objections to confirmation of the Plan. The City's allowed claim will include the following: the amount of preforeclosure taxes assessed, plus interest through the Effective Date of the Plan at the applicable statutory rate; the amount of post-foreclosure taxes that would have been assessed, without interest or costs; the amount of post-petition taxes that the Debtor attempted to tender but the City would not accept and any other post-petition, post-vacatur unpaid taxes, without interest or penalty; and legal fees of $167,761.27 (comprised of $22,761.27 prepetition and $145,000.00 post-petition fees). Judge Panos concludes that Devyap has met its burden to show by a preponderance of the evidence that it has met the requirements of Sec. 1129. Hence, the Plan will be confirmed. A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=dLObsl About Yourelo Your Full-Service Relocation Yourelo Your Full-Service Relocation Corporation is a real estate lessor based in Revere, Mass. It conducts business under the name Gentle Movers. Yourelo sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-13602) on Oct. 23, 2019. The petition was signed by Umida Yusupova, president. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Christopher J. Panos oversees the case. The Debtor is represented by Casner & Edwards, LLP. Z BRAND GROUP INC: Sec. 341(a) Meeting of Creditors on Nov. 19 -------------------------------------------------------------- On October 14, 2024, Z Brand Group Inc. filed Chapter 11 protection in the Western District of Pennsylvania. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 19, 2024 at 2:00 p.m. in Room Telephonically. About Z Brand Group Inc. Z Brand Group Inc. is a provider of full-service marketing and advertising services intended to offer channel optimization and related advanced marketing facilities. Z Brand Group Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Penn. Case No. 24-22524) on October 14, 2024. In the petition filed by Jeff Lizik, as president, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 938 Penn Avenue, 5th Fl. Suite 501 Pittsburgh, PA 15222 Tel: 412-232-0930 Fax: 412-232-3858 Email: dcalaiaro@c-vlaw.com ZACHRY HOLDINGS: Taps Lazard Freres & Co as Investment Banker ------------------------------------------------------------- Zachry Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Lazard Freres & Co. LLC as their investment banker. The firm's services include: (a) reviewing and analyzing the Debtors' business, operations and financial projections; (b) evaluating the Debtors' potential debt capacity in light of their projected cash flows; (c) assisting in the determination of a capital structure for the Debtors; (d) rendering financial advice to the Debtors and participating in meetings or negotiations with the Debtors' creditors and/or rating agencies or other appropriate parties in connection with any Financing; (e) advising the Debtors on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to any Financing; (f) advising and assisting the Debtors in evaluating any potential Financing transaction by the Debtors, and, on behalf of the Debtors, contacting potential sources of capital as the Debtors may designate and assisting the Debtors in implementing such Financing; (g) assisting the Debtors in preparing documentation within Lazard's area of expertise that is required in connection with any Financing; and (h) attending meetings of the Board of Directors of Zachry with respect to matters on which Lazard have been engaged to advise hereunder; and (i) providing testimony, as necessary, with respect to matters on which Lazard has been engaged to advise hereunder in the Chapter 11 Cases. Lazard will be paid a fee, payable upon consummation of any financing, equal to 2.25 percent of the gross proceeds. Lazard will seek reimbursement for all reasonable expenses incurred. Jason New, managing director Restructuring Group of Lazard Freres & Co. 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: Jason New Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 632-6000 About Zachry Holdings, Inc. Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. None of the entities affiliated with Zachry Construction are Debtors in these chapter 11 cases. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- AA MISSION ACQ-A AAM US 0.6 (0.1) (0.7) AA MISSION ACQUI AAM/U US 0.6 (0.1) (0.7) AEMETIS INC AMTX US 232.1 (249.0) (97.0) ALCHEMY INVESTME ALCY US 124.6 (5.8) (0.7) ALCHEMY INVESTME ALCYU US 124.6 (5.8) (0.7) ALNYLAM PHARMACE ALNY US 4,009.6 (3.1) 2,117.6 ALPHAVEST ACQUIS ATMVU US 52.2 (0.9) (0.9) ALTRIA GROUP INC MO US 34,387.0 (2,966.0) (4,242.0) AMC ENTERTAINMEN AMC US 8,594.7 (1,696.6) (575.7) AMERICAN AIRLINE AAL US 64,125.0 (4,746.0) (9,815.0) AMNEAL PHARM INC AMRX US 3,509.9 (4.1) 371.1 ANNOVIS BIO ANVS US 5.0 (1.8) 1.0 APPIAN CORP-A APPN US 554.6 (45.7) 70.3 AQUESTIVE THERAP AQST US 117.6 (35.5) 90.1 AULT DISRUPTIVE ADRT/U US 0.8 (5.3) (2.6) AUTOZONE INC AZO US 17,176.5 (4,749.6) (1,407.5) AVALO THERAPEUTI AVTX US 108.3 (2.2) (0.5) AVEANNA HEALTHCA AVAH US 1,664.5 (119.0) (25.1) AVIS BUDGET GROU CAR US 33,882.0 (482.0) (406.0) BATH & BODY WORK BBWI US 4,948.0 (1,718.0) 169.0 BAUSCH HEALTH CO BHC US 26,495.0 (227.0) 842.0 BAUSCH HEALTH CO BHC CN 26,495.0 (227.0) 842.0 BELLRING BRANDS BRBR US 804.1 (243.2) 346.3 BEYOND MEAT INC BYND US 711.2 (590.0) 233.7 BIO ESSENCE CORP BIOE US 2.1 (1.7) (2.2) BIOAGE LABS INC BIOA US - - - BIOCRYST PHARM BCRX US 472.4 (475.6) 258.9 BIOTE CORP-A BTMD US 92.9 (141.7) 15.5 BOEING CO/THE BA US 142,720.0 (17,982.0) 17,809.0 BOMBARDIER INC-A BBD/A CN 12,603.0 (2,144.0) 283.0 BOMBARDIER INC-A BDRAF US 12,603.0 (2,144.0) 283.0 BOMBARDIER INC-B BBD/B CN 12,603.0 (2,144.0) 283.0 BOMBARDIER INC-B BDRBF US 12,603.0 (2,144.0) 283.0 BOOKING HOLDINGS BKNG US 28,541.0 (4,276.0) 3,087.0 BOWLERO CORP - A BOWL US 3,114.0 (49.9) (68.8) BRIDGEBIO PHARMA BBIO US 794.4 (1,082.1) 481.9 BRIDGEMARQ REAL BREUF US 194.8 (54.9) (75.6) BRIDGEMARQ REAL BRE CN 194.8 (54.9) (75.6) BRIGHTSPHERE INV BSIG US 533.1 (18.8) - CALUMET INC CLMT US 2,670.9 (320.8) (424.5) CANTOR PA CEP US 0.0 (0.3) (0.4) CARDINAL HEALTH CAH US 45,121.0 (3,212.0) (756.0) CARTESIAN THERAP RNAC US 347.7 (101.5) 98.7 CHECKPOINT THERA CKPT US 5.7 (15.7) (15.7) CHENIERE ENERGY CQP US 17,515.0 (756.0) (658.0) CHILDREN'S PLACE PLCE US 921.4 (68.9) (71.2) CHOICE HOTELS CHH US 2,518.9 (146.8) (3.9) CINEPLEX INC CPXGF US 2,247.5 (14.1) (277.7) CINEPLEX INC CGX CN 2,247.5 (14.1) (277.7) CLIPPER REALTY I CLPR US 1,274.6 (4.7) - COHEN CIRCLE ACQ CCIRU US - - - COMMSCOPE HOLDIN COMM US 8,821.0 (2,124.5) 93.7 COMMUNITY HEALTH CYH US 14,411.0 (879.0) 1,027.0 COMPOSECURE IN-A CMPO US 213.4 (209.1) 87.5 CONSENSUS CLOUD CCSI US 608.5 (124.4) 3.5 CONTANGO ORE INC CTGO US 93.6 (37.9) (24.9) COOPER-STANDARD CPS US 1,767.0 (160.9) 218.9 CPI CARD GROUP I PMTS US 321.4 (44.6) 110.8 CROSSAMERICA PAR CAPL US 1,164.7 (8.2) (39.8) DELEK LOGISTICS DKL US 1,623.3 (51.3) 26.5 DELL TECHN-C DELL US 82,687.0 (2,797.0) (14,490.0) DENNY'S CORP DENN US 459.9 (53.2) (60.9) DIGITALOCEAN HOL DOCN US 1,536.8 (253.8) 323.6 DINE BRANDS GLOB DIN US 1,693.5 (231.7) (74.6) DOMINO'S PIZZA DPZ US 1,775.1 (3,976.6) 361.7 DOMO INC- CL B DOMO US 197.8 (166.4) (95.8) DROPBOX INC-A DBX US 2,718.5 (371.3) 47.4 ELUTIA INC ELUT US 41.9 (64.3) (9.5) EMBECTA CORP EMBC US 1,267.5 (763.7) 410.4 EOS ENERGY ENTER EOSE US 248.8 (150.7) 115.1 ETSY INC ETSY US 2,448.1 (635.0) 794.5 EXCO RESOURCES EXCE US 1,032.7 (1,026.5) (421.2) FAIR ISAAC CORP FICO US 1,708.8 (829.3) 293.9 FENNEC PHARMACEU FRX CN 63.2 (1.4) 54.4 FENNEC PHARMACEU FENC US 63.2 (1.4) 54.4 FERRELLGAS PAR-B FGPRB US 1,458.7 (298.3) 132.4 FERRELLGAS-LP FGPR US 1,458.7 (298.3) 132.4 FOGHORN THERAPEU FHTX US 328.6 (14.3) 238.8 GCM GROSVENOR-A GCMG US 543.9 (93.7) 125.0 GOAL ACQUISITION PUCKU US 4.0 (11.1) (13.4) GOOSEHEAD INSU-A GSHD US 338.2 (19.7) 6.3 GRINDR INC GRND US 435.0 (41.7) 8.1 GUARDANT HEALTH GH US 1,609.3 (1.6) 1,088.4 HCM II ACQUISI-A HOND US 0.4 (0.0) - HCM II ACQUISITI HONDU US 0.4 (0.0) - HERBALIFE LTD HLF US 2,602.2 (1,037.2) 237.6 HILTON WORLDWIDE HLT US 15,737.0 (3,078.0) (1,537.0) HP INC HPQ US 38,059.0 (1,392.0) (7,728.0) HUMACYTE INC HUMA US 138.3 (28.3) 78.4 IMMUNITYBIO INC IBRX US 444.3 (697.4) 180.7 INSEEGO CORP INSG US 149.6 (101.8) (146.0) INSPIRED ENTERTA INSE US 326.6 (77.4) 47.8 INTUITIVE MACHIN LUNR US 140.1 (10.4) (1.9) IRONWOOD PHARMAC IRWD US 395.6 (321.7) 132.7 JACK IN THE BOX JACK US 2,745.2 (845.8) (249.2) LAUNCH ONE ACQUI LPAAU US 0.2 (0.0) (0.3) LAUNCH ONE ACQUI LPAA US 0.2 (0.0) (0.3) LIFEMD INC LFMD US 63.8 (2.1) (6.6) LINDBLAD EXPEDIT LIND US 858.3 (155.5) (99.0) LOWE'S COS INC LOW US 44,934.0 (13,763.0) 4,091.0 M3-BRIGADE -A MBAV US 0.7 (0.0) (0.0) M3-BRIGADE ACQUI MBAVU US 0.7 (0.0) (0.0) MADISON SQUARE G MSGE US 1,552.7 (23.2) (286.7) MADISON SQUARE G MSGS US 1,346.3 (266.3) (305.0) MANNKIND CORP MNKD US 443.8 (225.8) 245.9 MARBLEGATE ACQ-A GATE US 7.0 (15.8) (0.4) MARBLEGATE ACQUI GATEU US 7.0 (15.8) (0.4) MARRIOTT INTL-A MAR US 25,740.0 (2,091.0) (4,783.0) MARTIN MIDSTREAM MMLP US 554.8 (61.3) 53.9 MATCH GROUP INC MTCH US 4,368.9 (130.1) 773.6 MBIA INC MBI US 2,304.0 (1,985.0) - MCDONALDS CORP MCD US 53,801.0 (4,824.0) 295.0 MCKESSON CORP MCK US 71,670.0 (1,381.0) (4,182.0) MEDIAALPHA INC-A MAX US 198.2 (78.0) 11.5 METTLER-TOLEDO MTD US 3,249.2 (152.8) (102.9) MSCI INC MSCI US 5,456.8 (734.5) (61.4) NATHANS FAMOUS NATH US 58.5 (25.5) 30.8 NEW ENG RLTY-LP NEN US 383.7 (67.0) - NOVAGOLD RES NG US 114.7 (37.8) 103.5 NOVAGOLD RES NG CN 114.7 (37.8) 103.5 NOVAVAX INC NVAX US 1,818.6 (431.7) 45.6 NUTANIX INC - A NTNX US 2,143.9 (728.1) 237.0 O'REILLY AUTOMOT ORLY US 14,393.2 (1,583.4) (2,443.7) OMEROS CORP OMER US 356.3 (124.6) 143.5 OTIS WORLDWI OTIS US 9,858.0 (4,882.0) (1,657.0) OUTLOOK THERAPEU OTLK US 47.1 (83.7) 3.1 PAPA JOHN'S INTL PZZA US 838.4 (445.2) (49.5) PELOTON INTERA-A PTON US 2,185.2 (519.1) 580.8 PHATHOM PHARMACE PHAT US 319.4 (233.8) 257.8 PHILIP MORRIS IN PM US 65,782.0 (7,942.0) (1,388.0) PITNEY BOWES INC PBI US 4,078.4 (427.9) (72.4) PLANET FITNESS-A PLNT US 2,974.0 (319.8) 221.7 PRIORITY TECHNOL PRTH US 1,673.4 (64.6) 23.6 PRIORITY TECHNOL PRTHU US 1,673.4 (64.6) 23.6 PROS HOLDINGS IN PRO US 384.9 (83.0) 36.2 PTC THERAPEUTICS PTCT US 1,916.4 (963.7) 748.1 RAPID7 INC RPD US 1,526.6 (52.9) 95.8 RE/MAX HOLDINGS RMAX US 571.4 (69.2) 45.1 REALREAL INC/THE REAL US 407.4 (335.3) (4.4) RED ROBIN GOURME RRGB US 689.1 (36.5) (104.8) REDFIN CORP RDFN US 1,181.5 (12.8) 171.0 REVANCE THERAPEU RVNC US 494.8 (129.7) 256.5 RH RH US 4,376.4 (234.7) 208.7 RIGEL PHARMACEUT RIGL US 128.4 (29.9) 36.1 RINGCENTRAL IN-A RNG US 1,831.8 (328.8) 66.5 RUBRIK INC-A RBRK US 1,218.2 (499.3) 112.3 SABRE CORP SABR US 4,666.4 (1,476.9) 80.5 SBA COMM CORP SBAC US 9,786.2 (5,275.9) (1,999.6) SCOTTS MIRACLE SMG US 3,489.3 (146.2) 684.0 SEAGATE TECHNOLO STX US 7,739.0 (1,491.0) 233.0 SEMTECH CORP SMTC US 1,368.0 (141.4) 317.1 SHOULDERUP TEC-A SUAC US 9.6 (17.4) (4.6) SHOULDERUP TECHN SUACU US 9.6 (17.4) (4.6) SIM ACQUISITI-A SIMA US 0.2 (0.0) - SIM ACQUISITION SIMAU US 0.2 (0.0) - SIRIUS XM HOLDIN SIRI US 11,185.0 (2,113.0) (1,458.0) SIX FLAGS ENTERT FUN US 2,347.8 (682.1) (268.5) SLEEP NUMBER COR SNBR US 883.6 (447.0) (723.2) SPECTRAL CAPITAL FCCN US 0.1 (0.3) (0.3) SPIRIT AEROSYS-A SPR US 6,858.6 (1,513.5) 870.9 SQUARESPACE -BDR S2QS34 BZ 1,000.9 (242.9) (140.4) SQUARESPACE IN-A SQSPEUR EU 1,000.9 (242.9) (140.4) SQUARESPACE IN-A 8DT GZ 1,000.9 (242.9) (140.4) SQUARESPACE IN-A 8DT TH 1,000.9 (242.9) (140.4) SQUARESPACE IN-A 8DT QT 1,000.9 (242.9) (140.4) SQUARESPACE IN-A SQSP US 1,000.9 (242.9) (140.4) STARBUCKS CORP SBUX US 30,111.8 (7,937.4) (841.6) STARDUST POWER I SDST US 1.9 (22.3) (11.4) SYMBOTIC INC SYM US 1,558.4 379.3 323.2 TORRID HOLDINGS CURV US 487.5 (188.9) (28.4) TOWNSQUARE MED-A TSQ US 579.6 (64.1) 26.4 TPI COMPOSITES I TPIC US 715.4 (274.3) 0.7 TRANSDIGM GROUP TDG US 21,828.0 (2,510.0) 5,210.0 TRAVEL + LEISURE TNL US 6,693.0 (884.0) 675.0 TRINSEO PLC TSE US 2,847.8 (413.8) 431.8 TRISALUS LIFE SC TLSI US 32.4 (24.1) 15.9 TRIUMPH GROUP TGI US 1,492.8 (119.6) 446.6 TUCOWS INC-A TC CN 758.2 (33.1) (15.2) TUCOWS INC-A TCX US 758.2 (33.1) (15.2) UNISYS CORP UIS US 1,867.8 (160.6) 315.7 UNITED PARKS & R PRKS US 2,756.9 (364.9) (92.7) UNITI GROUP INC UNIT US 5,119.2 (2,492.4) - VECTOR GROUP LTD VGR US 1,094.0 (713.3) 401.4 VERISIGN INC VRSN US 1,505.1 (1,816.4) (430.1) VERITONE INC VERI US 321.8 (5.7) (39.7) VOYAGER ACQ CORP VACHU US 0.4 (0.1) (0.5) VOYAGER ACQUISIT VACH US 0.4 (0.1) (0.5) WAYFAIR INC- A W US 3,436.0 (2,760.0) (385.0) WINGSTOP INC WING US 451.8 (437.5) 78.3 WINMARK CORP WINA US 52.0 (33.7) 30.0 WORKIVA INC WK US 1,242.7 (77.7) 426.2 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WYNN RESORTS LTD WYNN US 13,289.8 (902.0) 771.5 XERIS BIOPHARMA XERS US 331.7 (19.3) 94.9 XPONENTIAL FIT-A XPOF US 475.2 (100.8) (6.1) YUM! BRANDS INC YUM US 6,395.0 (7,630.0) 499.0 ********* 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. 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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 ***