/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241128.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 28, 2024, Vol. 28, No. 332 Headlines 1333 BAECHER: Hires EXP Realty LLC as Real Estate Agent 1847 HOLDINGS: Unit to Acquire CMD Inc., CMD Finish for $18.75M 4011- 4099 NW 34TH: Plan Exclusivity Extended to Feb. 28, 2025 532 MADISON: Court Overrules Objection to NewBank Claim 9139249 CANADA: Chapter 15 Case Summary ACCENT ON BODY: Continued Operations to Fund Plan Payments ACCORD LEASE: Seeks to Hire O. Allan Fridman as Counsel ADB ENTERPRISES: Seeks to Hire Jason Cline LLC as Counsel ALCOVY TRUCKING: Hires Paul Reece Marr PC as Legal Counsel ALEXANDER B. KASPAR: Court OK's Sale of Real Property Lots to HHLT ALLIGATOR RURAL: S&P Lowers LT 2021 Rev. Bond Rating to 'BB+' ALTA VISTA: Hires Stonebridge Advisory as Business Appraiser AMCI NCR: U.S. Trustee Unable to Appoint Committee AMSTERDAM HOUSE: Has Until Dec. 9 to Present Sale Deal ANYWHERE REAL ESTATE: S&P Raises Second-Lien Debt Rating to 'B+' AOG TRUCKING: Unsecureds Will Get 6.2% of Claims over 36 Months ARRAY TECHNOLOGIES: S&P Affirms 'B+' ICR, Outlook Stable ASTORIA ENERGY: S&P Raises 'BB-' ICR on Improved Market Dynamics ATI PHYSICAL: FIG Buyer GP, Affiliates Hold 8% of Class A Shares AVON PRODUCTS: Court Upholds Chapter 11 Bankruptcy Filing AWAD ODEH: Motion to Reconsider Ruling as to Salameh Denied AXENTIA CARD: Court OKs Toyota Vehicle Sale for $43,000 AZTEC FUND: Hires Newmark Real Estate as Real Estate Broker B-1208 PINE: Seeks Approval of Extended Cash Collateral Budget BBCK ONE: Court Tosses West Coast, et al. Adversary Proceeding BIG LOTS: Deadline to File Claims Set for Dec. 30, 2024 BIOLASE INC: Committee Hires Brinkman Law Group PC as Counsel BLACKSTONE MORTGAGE: S&P Rates New $450MM Sr. Secured Notes 'B+' BLOCK COMMUNICATIONS: S&P Downgrades ICR to 'B+', Outlook Negative BRAD'S RAW: Hires Surace & Stanton LLC as Accountant BUNNY'S LOUNGE: Hires Thomas H. Gray Esq. as Legal Counsel CAN BROTHERS: Unsecured Creditors to Split $159K in Plan CBSW HOSPITALITY: Seeks Chapter 7 Bankruptcy After Closure CD&R VIALTO: S&P Cuts ICR to 'SD' on 2nd-Lien Term Loan Amendment CELSIUS NETWORK: Court Narrows Claims in Mashinsky Suit CELSIUS NETWORK: McNeil's Substantial Contribution Claim Denied CELSIUS NETWORK: SLF's Final Fee Application Denied in Part CHIC COUTURE: Hires Paul A. Millman PA as Accountant CLEAN ENERGY: Fails to Meet Nasdaq Minimum Bid Price Requirement CLEAN ENERGY: Incurs $1.30 Million Net Loss in Third Quarter CLEMENTS ELECTRIC: Frances Smith Named Subchapter V Trustee COACH USA: Bid to Stay Frazier Case Granted COAT CHECK: Seeks to Seel Strange Bird Business Assets COAT CHECK: Seeks to Sell Coat Check Coffee Property COAT CHECK: Seeks to Sell Provider Coffee Property CONCORDIA ANESTHESIOLOGY: Gets Interim OK to Use Cash Collateral CORNERSTONE BUILDING: S&P Affirms 'B' ICR, Outlook Stable DAVOUD GHATANFARD: Court Affirms Chapter 7 Conversion DENTISTRY BY DESIGN: Samuel Dawidowicz Named Subchapter V Trustee DESTINATIONS TO RECOVERY: Hires Bensamochan Law Firm as Counsel DESTINATIONS TO RECOVERY: Mark Sharf Named Subchapter V Trustee DLD3 CARTS: Court Approves Interim Use of Cash Collateral DOUBLE EAGLE: S&P Alters Outlook to Negative, Affirms 'B-' ICR EDKEY INC: S&P Cuts 2016 Rev. Bonds Rating to 'B+', On Watch Neg. ELENAROSE CAPITAL: Unsecureds to Get $100K per Year for 3 Years ENDO INT'L: Bid to Close Certain Chapter 11 Cases Granted ENDO INT'L: Former Executives Contest Bankruptcy Clawback Case ENVISION ORTHOPEDIC: Gets Interim OK to Use Cash Collateral EXACTECH INC: Committee Hires White & Case as Independent Counsel EXACTECH INC: Hires Centerview Partners as Investment Banker EXACTECH INC: Hires Riveron Management, Designates Mr. York as CRO EXACTECH INC: Seeks to Hire PwC as Tax Service Provider EXACTECH INC: Seeks to Hire Young Conaway Stargatt as Co-Counsel EXACTECH INC: Taps Kroll Restructuring as Administrative Advisor EXPRESS GRAIN: UMB Loses Bid to Stay Remand of Wheeler, et al. Suit FAIRFIELD SENTRY: Credit Suisse Loses Bid to Dismiss Adversary Case FCA CONSTRUCTION: Court Dismisses Suit v. Southstar Financial FIELDWOOD ENERGY: Apache Awarded $2.36MM in Fees & Expenses FINTHRIVE SOFTWARE: S&P Downgrades ICR to 'SD' on Debt Exchange FIREPAK INC: Linda Leali Named Subchapter V Trustee FIRESTAR DIAMOND: Bhansali Can't Appeal Bankruptcy Court Order FORSYTHE COSMETIC: Trial to Proceed Against Non-Debtor Defendants FOUR WIND: Amends Paccar Secured Claim; Files Amended Plan GARCIA PROPERTY: Maria Yip Named Subchapter V Trustee GCPS HOLDINGS: Objection to Subchapter V Designation Overruled GLOBAL MEDICAL: S&P Alters Outlook to Positive, Affirms 'B-' ICR GREATER LIGHT: Seeks Cash Collateral Access Until March 2025 GROUP RESOURCES: Seeks to Hire Mr. Glade of B. Riley as CRO HILCORP ENERGY: S&P Alters Outlook to Neg., Affirms 'BB+' ICR HOUSTON TRUCK: Gets Interim OK to Use Cash Collateral Until Dec. 6 IAMGOLD CORP: S&P Raises ICR to 'B', Outlook Stable INSULATED WALL: Unsecureds to Split $300K over 3 Years ISLAND BREEZE: Court Denies Signature Capital's Rule 60 Motion JMG VENTURES: Seeks to Hire Statz Accounting as Accountant KENT SEITZ: Court Enters Consent Judgment in Suit Over SBA Debt KORO KORO: Unsecured Creditors to Split $5,800 in Plan LIQUID TECH: S&P Upgrades ICR to 'B', Outlook Stable LOVESWORTH HOLDINGS: Unsecureds Will Get 100% in Sale Plan MCR HEALTH: Seeks to Hire SAK Management Services as PCO MERIDIEN ENERGY: Hires FTI Consulting Inc. as Financing Experts MICHELE LEO: Judge Says Can't Challenge Foreclosure Action MICROTEK: Fine-Tunes Plan Documents MIGHTY-O CORP: Unsecureds Will Get 5% of Claims over 3 Years MILLENKAMP CATTLE: Seeks Court Nod to Use Cash Collateral MIMS AND SON: Court Approves Interim Use of Cash Collateral MLJ COMPANIES: Richard Maxwell Named Subchapter V Trustee MMA LAW FIRM: Gets Interim OK to Use Cash Collateral Until Jan. 24 MMA LAW FIRM: Secured Lenders Seek Chapter 11 Trustee Appointment MONDORIVOLI LLC: Updates Weinberg Servicing Secured Claim MP REORGANIZATION: Asset Sale Proceeds to Fund Plan NATIONAL ASSOCIATION: Hires Margulies Faith as Special Counsel NATIONAL MENTOR: S&P Alters Outlook to Stable, Affirms 'B-' ICR NEWFOLD DIGITAL: S&P Affirms 'B-' ICR, Alters Outlook to Negative NEWPORT VENTURES: Seeks to Hire Akerman LLP as Counsel NORTHVOLT AB: Scania to Lend $100-Mil. Under Ch. 11 Deal NORTHVOLT AB: To Appoint Investment Banker Stefan Selig to Board NOVABAY PHARMACEUTICALS: Hudson Bay Ceases Ownership of Shares OFFICE PROPERTIES: S&P Places 'CCC-' ICR on CreditWatch Developing OLIVER POINT: Seeks to Hire Milton D. Jones as Legal Counsel ORCHARD PARK: Asset Sale Proceeds to Fund Plan Payments ORENGO AIR: Unsecureds Will Get 18% of Claims over 60 Months ORYX OILFIELD: Seeks to Extend Plan Exclusivity to Feb. 10, 2025 OYA RENEWABLES: U.S. Trustee Appoints Creditors' Committee PERFORMANCE SPORTS: Court Vacates, Remands Gallina Suit PHYSMODO INC: Commences Subchapter V Bankruptcy Proceeding PHYSMODO INC: Gets Interim OK to Use Cash Collateral PINECREST ACADEMY: S&P Assigns 'BB+' Rating on 2024 Refunding Bonds PURDUE PHARMA: Mediators Expect New Cash, Bankruptcy Plan by Jan. QUALITY SERVICES: Jeanette McPherson Named Subchapter V Trustee REAVANS GILBERT: Trustee's Partial Summary Judgment Bid Denied RECOMBINETICS INC: William Homony Named Subchapter V Trustee RENNOVA HEALTH: Units Ordered to Pay $7.3 Million to Cigna Health RESONATE BLENDS: Incurs $305K Net Loss in Third Quarter RIGHT SIZE: Seeks to Hire Michael Jay Berger as Counsel ROCKING M MEDIA: Entitled to Earnest Money Deposit, Interest ROCKY MOUNTAIN: Director Mark Riegel Steps Down From Board RODA LLC: Property Sale Proceeds to Fund Plan Payments SAWYER TOWER: Property Destroyed by Asbestos, Receiver Claims SCHAFER FISHERIES: Gets OK to Use Cash Collateral Until Dec. 30 SCILEX HOLDING: Fails to Meet Nasdaq Bid Price Requirement SCOTTS MIRACLE-GRO: S&P Alters Outlook to Stable, Affirms 'B+' ICR SCUOLA VITA: S&P Alters Outlook to Stable, Affirms 'BB+' ICR SEBASTIAN TECH: Hires Keech Law Firm PA as Counsel SLEEP GALLERIA: Unsecureds to Get Share of Litigation Fund SMITH HEALTH: Jill Durkin of Durkin Law Named Subchapter V Trustee SOLDIER OPERATING: Gets OK to Use Cash Collateral Until Dec. 4 SOLUNA HOLDINGS: Releases Business Update for October SOUTHWEST COMMUNITY: Sylvia Mayer Named Subchapter V Trustee SPIRIT AIRLINES: $519-Mil. Aircraft Sale Has Court Approval SPIRIT AIRLINES: Davis Polk Restructuring Team Advising Airline STEWARD HEALTH: Seeks to Extend Plan Exclusivity to Jan. 21, 2025 STRATEGIC PORK: Unsecureds to Split $4,100 over 41 Months SUGARLOAF VENTURES: Seeks Ch. 11 w/ $13M Loan in Default SUNLIGHT FINANCIAL: Court Dismisses All Premium's Lawsuit SVB FINANCIAL: Court Sustains Objection to Claims SWC INDUSTRIES: Hires Stretto as Claims and Noticing Agent TBOTG DEVELOPMENT: Unsecureds be Paid from Property Sale/Refinance TEXAS SOLAR: Seeks Court Nod to Use Cash Collateral TIPTON ACADEMY: S&P Affirms 'BB' LT Rating on 2021 Revenue Bonds TWO RIVERS: Gets Interim OK to Use Lending Club's Cash Collateral UNIGEL PARTICIPACOES: Chapter 15 Case Summary UNITED AIRLINES: S&P Upgrades ICR to 'BB', Outlook Stable UNRIVALED BRANDS: Taps Marcus & Millichap, Stream as Brokers WARREN, MN: S&P Lowers GO Debt Rating to 'BB+', On Watch Negative WELLPATH HOLDINGS: Court Stays Anderson Suit Due to Bankruptcy WELLPATH HOLDINGS: Court Stays Bowser Suit Due to Bankruptcy WELLPATH HOLDINGS: Court Stays Garoufalis Suit Due to Bankruptcy WELLPATH HOLDINGS: Court Stays Valentine Suit Due to Bankruptcy WELLPATH HOLDINGS: Hall v. Fitzpatrick, et al. Suit Can Proceed WELLPATH HOLDINGS: Hall v. Valaire, et al. Suit Can Proceed WHEEL PROS: Unsecured Creditors be Paid in Full or be Reinstated WILLIAMS INDUSTRIAL: Updates Restructuring Plan Disclosures YELLOW CORP: Pension Plans' Reconsideration Motion Denied [*] Weil, Gotshal & Manges Elects 18 New Partners [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1333 BAECHER: Hires EXP Realty LLC as Real Estate Agent ------------------------------------------------------- 1333 Baecher Lane VA, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ EXP Realty, LLC as real estate agent. The firm will market and sell the Debtor's real property located at 1333 Baecher Lane, Norfolk, Virginia 23509. The firm will be paid a commission of 3 percent of the sales price, plus $395, plus normal and usual reimbursed expenses. Xavier Bryan, a partner at EXP Realty, 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: Xavier Bryan EXP Realty, LLC 827 Diligence Dr. #109 Newport News, VA 23606 Tel: (757) 342-3246 Email: Xavier.bryan@exprealty.com About 1333 Baecher Lane VA About 1333 Baecher Lane VA, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 24-71088) on May 20, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Kevin A. Lake, Esq., at Mcdonald, Sutton & Duval, PLC represents the Debtor as counsel. 1847 HOLDINGS: Unit to Acquire CMD Inc., CMD Finish for $18.75M --------------------------------------------------------------- 1847 Holdings LLC disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on November 4, 2024, 1847 CMD Inc., a wholly owned subsidiary of the Company entered into a stock and membership interest purchase agreement with the owner of CMD Inc. and CMD Finish Carpentry LLC, pursuant to which 1847 CMD agreed to acquire from the Seller all of the issued and outstanding capital stock of CMD and all of the membership interests in Finish for an aggregate cash purchase price of $18,750,000, subject to adjustment as described below. Upon the execution of the Purchase Agreement, the Company paid to the Seller a deposit of $1,000,000, which shall be applied toward the Purchase Price. The transaction is expected to be completed on or before December 3, 2024. The Purchase Price is subject to a closing date net working capital adjustment in cash, and a post-closing net working capital adjustment in cash if the adjustment is in favor of 1847 CMD, or in the form of a promissory note if the adjustment is in favor of the Seller. If a working capital promissory note is issued, it will be secured in a subordinate position by the assets of 1847 CMD and the CMD Companies, guaranteed by the Company and the CMD Companies, and by a pledge agreement in the equity of 1847 CMD and the CMD Companies. The Purchase Agreement contains customary representations, warranties and covenants, including a covenant that the Seller will not compete with the business of 1847 CMD for a period of three years following closing. The Purchase Agreement also contains mutual indemnification for breaches of representations or warranties and failure to perform covenants or obligations contained in the Purchase Agreement. In the case of the indemnification provided by the Seller with respect to breaches of certain non-fundamental representations and warranties, the Seller will only become liable for indemnified losses if the amount exceeds an aggregate of $60,000, whereupon the Seller will be liable for all losses back to the first dollar, provided that the liability of the Seller for breaches of certain non-fundamental representations and warranties shall not exceed $2,512,500. The closing of the transaction contemplated in the Purchase Agreement is subject to customary closing conditions. About 1847 Holdings Based in New York, NY, 1847 Holdings LLC -- www.1847holdings.com -- is an acquisition holding company focused on acquiring and managing a group of small businesses, which the Company characterizes as those with an enterprise value of less than $50 million, in a variety of different industries headquartered in North America. Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 25, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. As of June 30, 2024, 1847 Holdings had $34,421,110 in total assets, $64,945,119 in total liabilities, and $30,524,009 in total stockholders' deficit. 4011- 4099 NW 34TH: Plan Exclusivity Extended to Feb. 28, 2025 -------------------------------------------------------------- Judge Corali Lopez-Castro of the U.S. Bankruptcy Court for the Southern District of Florida extended 4011-4090 NW 34th Street LLC's exclusive periods to file a plan of reorganization and obtain acceptance thereof to February 28, 2025 and April 29, 2025, respectively. As shared by Troubled Company Reporter, the Debtor intends to file a plan of reorganization that will provide, inter alia, for payment to holders of allowed claims, over time, in an amount that would pay the holders of allowed claims in full. The Debtor claims that the case is moderately complex due to the number of creditors, amounts owed to creditors, and the dispute between the Debtor and disputed creditor IPG International Products Group Inc. regarding both IPG's entitlement to any claim against the Debtor and the amount of such a claim, should be Court find the Debtor has an obligation to IPG. The Debtor asserts that the Debtor is not seeking an extension of exclusivity in order to pressure creditors to submit to its reorganization demands. Rather, the Debtor feels that it would lead to an efficient and smooth plan confirmation process. 4011-4099 NW 34th Street, LLC is represented by: Christian Somodevilla, Esq. LSS LAW 2 South Biscayne Boulevard, Suite 2200 Miami, FL 33131 Telephone: (305) 894-6163 Facsimile: (305) 503-9447 Email: cs@lss.law About 4011- 4099 NW 34th Street 4011- 4099 NW 34th Street, LLC is the owner of real property located at 4011-4090 NW 34th Street, Lauderhill, Fla., valued at $2 million. 4011- 4099 NW 34th Street filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-19421) on Nov. 16, 2023. In the petition signed by Jose Gaspard Morell, an authorized officer, the Debtor disclosed $2,054,566 in total assets and $590,001 in total liabilities. Judge Corali Lopez-Castro oversees the case. The Debtor tapped Zach B. Shelomith, Esq., and Christian Somodevilla, Esq., at LSS Law as bankruptcy counsel and Hal Levenberg at Yip Associates as accountant. 532 MADISON: Court Overrules Objection to NewBank Claim ------------------------------------------------------- Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York overruled the contested claim objection of 532 Madison Avenue Gourmet Foods, Inc. d/b/a Smiler's Deli, to proof of claim no. 5 filed by NewBank in the secured amount of $6,688,679.49 without prejudice. The Claim Objection seeks to reduce and/or reclassify the NewBank Claim to $180,325.02 and "limit its secured claim to no more than $200,850,"the amount of the Debtor's assets. On July 27, 2012, NcwBank extended a U.S. Small Business Administration loan to the Debtor in principal amount of $600,000. On October 28, 2013, the Debtor executed certain "Unconditional Guarantees"in favor of NewBank with respect to other SBA loans which NewBank had extended to non-debtor entities 470 W 42 Gourmet Food, Inc., Seventh Avenue Fine Foods Corp., and Treehaus 736 Inc. The Debtor indicates that the SBA Guarantees guaranteed a total principal amount of $4,650,000. On November 18, 2023, the Debtor executed the Temporary Forbearance Statement, which specifies an amount of $204,325.02 outstanding on account of the SBA Loan as of November 17, 2023. The Debtor asserts this amount, as of April 11, 2024, has been further reduced to $180,325.02. On July 25, 2024, NewBank filed the NewBank Claim against the Debtor in the total amount of $6,688,679.49, comprised of: (i) $626,788.01 on account of the SBA Loan; and (ii) $6,061,891.48 on account of the SBA Guarantees, all alleged to be secured by valid, enforceable, and perfected security interests on substantially all of the Debtor's prepetition assets. Such assets include, but are not limited to equipment, fixtures, inventory, accounts, instruments, chattel paper, general intangibles, documents, deposit accounts, and investment property, whether then owned or thereafter acquired, together with all replacements, accessions, proceeds and products thereof. The Debtor has not offered sufficient evidence to overcome the prima facie validity of NewBank's proof of claim, which includes documentation to support the amounts sought, the Court finds. According to the Court, some discovery may be necessary to determine: (i) whether and which SBA loans underlying the SBA Guarantees were transferred, and (ii) whether SBA paid NewBank to satisfy the transferred loans. A copy of the Court's decision is available at https://urlcurt.com/u?l=L58ial Attorneys for Debtor: Douglas J. Pick, Esq. Eric C. Zabicki, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 E-mail: dpick@picklaw.net ezabicki@picklaw.net Attorneys for Creditor NewBank: Tae Hyun Whang, Esq. LAW OFFICES OF TAE H. WHANG, LLC 185 Bridge Plaza North, Suite 201 Fort Lee, NJ 07024 About 532 Madison Avenue Gourmet Foods 532 Madison Avenue Gourmet Foods Inc. owns a shop that sells ready-to-eat food products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11092) on June 20, 2024, with $90,650 in assets and $4,464,417 in liabilities. Ryung Hee Cho, president, signed the petition. Judge Martin Glenn presides over the case. Douglas Pick, Esq., at Pick & Zabicki, LLP represents the Debtor as legal counsel. 9139249 CANADA: Chapter 15 Case Summary --------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- 9139249 Canada Inc. (Can.] 24-19625 610-4200 BOUL. Saint-Laurent Montreal, Quebec H2W2R2, Canada Bus.com Leasing LLC 24-19629 Bus.com US LLC 24-19632 Bus.com US Holding Inc. 24-19628 145 S. Fairfax Ave. Suite 200 Los Angeles, California 90036 United States 9139249 Canada Inc. [US] 24-19627 Business Description: Bus.com is a North American-based transportation company known for providing transportation solutions to enterprise and governmental organizations. Bus.com has evolved from a ride-sharing platform to an industry leader in charter and transit services. Chapter 15 Petition Date: November 25, 2024 Court: United States Bankruptcy Court Central District of California Foreign Proceeding: Superior Court (Commercial Division) for the Province of Quebec, District of Montreal, No.: 500-11-064503-242 Foreign Representative: 9139249 Canada Inc. 610-4200 BOUL. Saint-Laurent Montreal, Quebec H2W2R2 Canada Foreign Representative's Counsel: Zachary T. Page, Esq. THOMPSON HINE LLP 3130 Wilshire Boulevard Santa Monica, California 90403 Tel: (310) 998-9100 Email: Zach.Page@ThompsonHine.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of Bus.com US Holding's Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2NI5YVY/Buscom_US_Holding_Inc__cacbke-24-19628__0001.0.pdf?mcid=tGE4TAMA ACCENT ON BODY: Continued Operations to Fund Plan Payments ---------------------------------------------------------- Accent on Body Cosmetic Surgery, P.C., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Small Business Subchapter V Plan of Reorganization dated October 15, 2024. The Debtor is a single-physician, medical professional corporation in the business of providing elective plastic and reconstructive surgery to its patients. The Debtor was organized with the Pennsylvania Department of State. The Debtor has been operating out of its office location at 1000 Cliff Mine Road, Suite 120 Pittsburgh, PA 15275. The Debtor performs minor on-site procedures that require a local anesthetic, only. It has one shareholder, Dr. James Fernau, who owns 100% of the shares. Before the Petition Date, First National Bank confessed judgment against the Debtor. The confessed judgment was filed after the Debtor defaulted on the loans. The Debtor filed this bankruptcy to restructure its finances and provide for a structured payment that will allow it to continue to operate. The Debtor will assume the current month to month lease with his landlord, Massaro. The Debtor will cure any arrears over the life of the plan (60 months) and continue making the required monthly lease payment. Class 5 consists of General Unsecured Claims. The creditors in this Class must have had a claim against the Debtor as of June 17, 2024. The total amount for this Class is approximately $594,592.32, plus any Allowed Unsecured Claim held by under secured creditor that is to be determined. The Creditors in this Class will be paid by regular monthly payments made by the Debtor and distributed on a Quarterly basis. Beginning on the Plan Effective Date, the Debtor will pay a fixed monthly payment of $250.00. Distributions to this Class will be made on a quarterly basis. Each creditor will receive a pro rata distribution of all funds distributed to the Class. This Class will not be entitled to interest on their claims. This Class is impaired. Class 3 consists of Equity Interest Holders. Equity Interests will be retained under the Plan. The Plan will be implemented through the continued operations of the Debtor's business. The Debtor is funding this plan with its income and dedication all disposable income over a 5-year period to this Plan. A full-text copy of the Plan of Reorganization dated October 15, 2024 is available at https://urlcurt.com/u?l=KU3Jo0 from PacerMonitor.com at no charge. Accent on Body Cosmetic Surgery, P.C. is represented by: David Z. Valencik, Esq. Calaiaro Valencik 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Tel: (412) 232-0930 Fax: (412) 232-3858 Email: dvalencik@c-vlaw.com About Accent on Body Cosmetic Surgery, P.C. Accent on Body Cosmetic Surgery, P.C., offers cosmetic surgery specializing in breast augmentation, rhinoplasty, facelift surgery, liposuction and body contouring. Accent on Body Cosmetic Surgery, P.C. in Pittsburgh, PA, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 24-21485) on June 17, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Dr. James Fernau, the president, signed the petition. CALAIARO VALENCIK serves as the Debtor's legal counsel. ACCORD LEASE: Seeks to Hire O. Allan Fridman as Counsel ------------------------------------------------------- Accord Lease, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ O. Allan Fridman as counsel. The firm's services include: a. generally administering the Estate on behalf of the Debtor; b. initiating settlement negotiations with various creditors; c. preparing monthly operating reports; d. drafting and receiving approval on its Chapter 11 plan; e. providing other various matters that may arise during the course of this Chapter 11 case. The firm will be paid at the rate of $485 per hour. The retainer is $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. O. Allan Fridman, 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 at: O. Allan Fridman, Esq. 555 Skokie Blvd., Suite 500 Northbrook, IL 60062 Tel: (847) 412-0788 Email: allan@fridlg.com About Accord Lease, Inc. Accord Lease Inc. is engaged in the automotive leasing and renting business. Accord Lease Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-16518) on November 1, 2024. In the petition filed by Igor Tsapar, as president, the Debtor reports total assets of $3,773,857 and total liabilities of $5,800,404. Honorable Bankruptcy Judge David D. Cleary handles the case. The Debtor is represented by O. Allan Fridman, Esq., at LAW OFFICE OF ALLAN FRIDMAN. ADB ENTERPRISES: Seeks to Hire Jason Cline LLC as Counsel --------------------------------------------------------- ADB Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to employ Jason Cline, LLC as counsel. The firm will provide these services: a. represent and to render legal advice to the Debtor regarding all aspects of this bankruptcy case, including, without limitation, claims objections, adversary proceedings, plan confirmation and all hearing before the court; b. prepare on behalf of Debtor necessary petitions, answers, motions, applications, orders, reports and other legal papers, including Debtor's plan of reorganization and disclosure statement; c. assist the Debtor in taking actions required to effect reorganization under Chapter 11 of the Bankruptcy Code; d. perform all legal services necessary or appropriate for Debtor's general promotion of reorganization; e. assist, where appropriate and in accordance with other orders of this Court and non-bankruptcy tribunals, the Debtor in non-bankruptcy litigation; and f. perform any other legal services for Debtor as deemed appropriate. The firm will be paid at these rates: Jason Cline $275 per hour Paralegals/Law Clerks $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason M. Cline, Esq., a partner at Jason Cline, 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 M. Cline, Esq. Jason Cline, LLC 2601 Wyoming Blvd. NE, Ste. 108 Albuquerque, NM 87112 Tel: (505) 595-0110 Email: jason@attorneyjasoncline.com About ADB Enterprises, LLC ADB Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.M. Case No. 24-11214) on November 13, 2024, with up to $100,000 in assets and up to $10 million in liabilities. Aaron Boyd, company owner and managing member, signed the petition. Judge Robert H. Jacobvitz oversees the case. Jason M. Cline, Esq., at Jason Cline, LLC, represents the Debtor as legal counsel. ALCOVY TRUCKING: Hires Paul Reece Marr PC as Legal Counsel ---------------------------------------------------------- Alcovy Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Paul Reece Marr, P.C. as counsel. The firm's services include: (a) providing the Debtor with legal advice regarding its powers and duties as a debtor in possession in the continued operation and management of its affairs; (b) preparing on behalf of the Debtor the necessary applications, statements, schedules, lists, answers, orders and other legal papers pursuant to the Bankruptcy Code; and (c) performing all other legal services in the Chapter 11 bankruptcy proceeding for the Debtor which may be reasonably necessary. The firm will be paid at these rates: Paul Reece Marr, Esq. $450 per hour Paralegal $250 per hour In addition, the firm will seek reimbursement for expenses incurred. Paul Reece Marr, Esq., an attorney at Paul Reece Marr, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Reece Marr, Esq. Paul Reece Marr, PC 6075 Barfield Road; Suite 213 Sandy Springs, GA 30328 Tel: (770) 984-2255 Email: paul.marr@marrlegal.com About Alcovy Trucking, LLC Alcovy Trucking LLC is part of the general freight trucking industry. Alcovy Trucking LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-58210) on August 6, 2024. In the petition filed by Edward Watkins, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Natalyn Archibong, Esq. LAW OFFICES OF NATALYN ARCHIBONG 374 Maynard Terrace SE Suite 206 Atlanta, GA 30316 Tel: (404) 626-9142 Email: nmarchibong@gmail.com ALEXANDER B. KASPAR: Court OK's Sale of Real Property Lots to HHLT ------------------------------------------------------------------ Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York granted the motion of Marianne O'Toole, Chapter 7 Trustee of the Estate of Alexander Bernard Kaspar, seeking entry of an order, pursuant to sections 105(a) and 363(b), (f), (h), (m) and (n) of Title 11 of the United States Code and Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure, authorizing and approving the sale of certain real properties to Hudson Highlands Land Trust, Inc. pursuant to an Asset Purchase Agreement dated October 16, 2024. On March 28, 2022, a voluntary petition was filed on the Debtor's behalf under chapter 11 of the Code. This is the Debtor's second bankruptcy filing. The history of the prior bankruptcy, and the misconduct of the Debtor and his counsel, are addressed in an earlier order of this Court that converted this case from Chapter 11 to Chapter 7. The Court concludes that Kaspar and Cabrera, his attorney, violated the Sale Order entered in Kaspar's prior Chapter 11 case. The Sale Order required that $400,000 in proceeds for the sale of two properties owned by Kaspar be deposited in escrow with Cabrera, with that sum to be used in connection with remediation of environmental contamination on another property owned by Kaspar. The Sale Order provided that the terms of the Order survived any order dismissing the Chapter 11 case. None of the funds were used for remediation costs. According to Cabrera, only about $4,000 is deposited in Debtor's DIP account." Marianne T. O'Toole was appointed as the Chapter 7 Trustee of the Estate. As of March 28, 2022, the Debtor jointly owned certain real property lots with his partner, Grace A. DeLibero: lots at 75 Cimarron Road, Putnam Valley, New York 10579, Section: 72, Block: 1, Lot: 47, and Sprout Brook Road, Putnam Valley, New York 10579, Section: 72, Block: 1, Lot: 50. The Real Property Lots consist of about 138 acres of undeveloped land in Putnam Valley, New York. Neither the Debtor nor DeLibero live or have ever lived on the lots. The Debtor testified at a meeting of creditors conducted by the Trustee that there are no leases on the Real Property Lots. Public records reflect that they are encumbered by real estate tax liens held by the Town of Putnam Valley; the Trustee is not aware of any other liens or encumbrances on the lots. The Trustee commenced an adversary proceeding on May 23, 2023 against DeLibero seeking authority under section 363(h) to sell the lots free and clear of DeLibero's interest therein and determining her distributive interest in and to the proceeds from the sale of the lots. In responding to the Trustee's complaint in that adversary proceeding, DeLibero stated that she "does not contest" the legal argument laid out in the Trustee's complaint, including the portion entitling the Trustee to a judgment under section 363(h) against DeLibero authorizing the Trustee to sell the lots free and clear of DeLibero's interest therein; she also stated that she "does not oppose judgment granting the relief sought in [the Trustee's] Complaint pursuant to section 363(h)." On September 11, 2023, the Court approved a stipulation between the Trustee and DeLibero resolving the adversary proceeding and providing for the consensual sale of the Real Property Lots. On October 16, 2023, this Court authorized the Trustee to hire Maltz Auctions Inc. as a real estate broker to market and sell the Real Property Lots. Maltz has been marketing the Real Property Lots since late 2023. HHLT submitted the highest offer. After negotiating, the Trustee agreed to sell the Real Property Lots free and clear to HHLT for $595,000 pursuant to the APA. Per the APA, upon its execution, HHLT was to deposit $59,000 with the Trustee, to be maintained in a segregated estate account, upon receipt of which the Trustee was to move for approval of the sale; if the sale were approved, HHLT would, at that time, pay the rest of the purchase price by check or wire, and would close title to the lots within 60 days of entry of the order approving the sale. HHLT is a trust created to conserve and care for the lands and waters of the Hudson Highlands.The Trustee's business judgment is that a sale of the Real Property Lots to HHLT would be in the best interests of the Debtor's estate and all interested parties, and the sale was "negotiated over a protracted period of time and at arm's length." The HHLT bid was the "highest, best and only firm offer received by the Trustee for the Real Property Lots in the eighteen (18) months since her appointment," and the real estate broker also thinks that the bid is a good one. The Trustee submits that she has no connections to HHLT, and that there is nothing to suggest bad faith or collusion between the Trustee and HHLT. The Trustee plans to satisfy the real estate tax liens held by the Town on the Real Property Lots with the proceeds from the sale to HHLT. DeLibero filed a limited objection to the sale motion, along with a declaration (filed one day late). She "does not object to the sale of the real properties" in the abstract, but she does object to the sale to HHLT. She takes issue with the price and the identity of the purchaser: she thinks $595,000 is too low, and that HHLT is not a good faith purchaser. DeLibero also thinks that the Town of Putnam Valley reduced the properties' value by filing "specious" claims for $1 million and $194,132.82. Furthermore, DeLibero states that she has "reason to believe that HHLT has colluded with the Town to purchase the Property at a lower price," and that she is planning to sue "to uncover evidence of this through discovery and seek damages for the loss of potential purchasers that this collusion has caused." DeLibero also takes issue with the Trustee's sale process, claiming that Maltz never marketed the property but instead "placed signs all over the property and on their website confusing prospective purchasers to the extent they walked away." The Court finds and concludes that the Trustee appropriately exercised sound business judgment in choosing the highest and best bidder for the Real Property Lots. The Court also finds and concludes that HHLT is a good faith bidder. DeLibero's Objection lacks merit and is overruled. The Trustee spent months attempting to sell the Real Property Lots. Both the Trustee and Maltz demonstrate that HHLT's bid was the highest. After HHLT originally submitted a lower offer, the Trustee negotiated HHLT's bid up in value, over a period of months. The Court finds and concludes that the Trustee has at all times acted appropriately in seeking to maximize the value of the estate's property while liquidating it. Judge Glenn says, "The Maltz Affidavit concerning the sale methods employed sets out the significant efforts undertaken by the Trustee to sell the property. There is no evidence that the Trustee has done anything but try to sell the Real Property Lots at the highest value possible. And DeLibero's claim that the 'market value' of the property is $1.5 million is specious, as evidenced by DeLibero's failure to sell the property for $1.5 million via a Zillow listing in January of 2024. There is no evidence of bad faith, self-interest, or gross negligence in connection with the proposed sale to HHLT." A copy of the Court's decision is available at https://urlcurt.com/u?l=PHUHkb Counsel to Marianne T. O'Toole, Chapter 7 Trustee: Holly R. Holecek, Esq. LaMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 E-mail: hrh@lhmlawfirm.com Counsel for Grace DeLibero and Citygrace Corp.: H. Bruce Bronson, Esq. BRONSON LAW OFFICES P.C. 480 Mamaroneck Ave. Harrison, NY 10528 E-mail: hbbronson@bronsonlaw.net Alexander Bernard Kaspar sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 18-36862) on Nov. 4, 2018. The Debtor tapped Matthew M. Cabrera, Esq., at M. Cabrera & Associates, P.C as counsel. Alicia Leonard, Esq., was appointed and served as the Chapter 11 Trustee in the case. The case was converted to Chapter 7 in 2022. Marianne T. O'Toole is the Chapter 7 trustee. ALLIGATOR RURAL: S&P Lowers LT 2021 Rev. Bond Rating to 'BB+' ------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on South Carolina Jobs Economic Development Authority's, series 2021 economic development revenue bonds, issued for the Alligator Rural Water & Sewer Company (ARWSC), four notches to 'BB+' from 'A-'. "The downgrade reflects our view that management is not sufficiently setting rates at levels to sustain coverage above rate covenants, in part from unrealized growth that was expected in forecasts," said S&P Global Ratings credit analyst Danielle Leonardis. "The negative outlook reflects the uncertainty of management's ability to establish stable financial operations and achieve rate covenant compliance within the one-year period as set forth in the Loan Agreement, which could trigger credit events including loan acceleration, further pressuring finances," added Ms. Leonardis. Environmental, social, and governance credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Risk management, culture, and oversight ALTA VISTA: Hires Stonebridge Advisory as Business Appraiser ------------------------------------------------------------ Alta Vista Gardens, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Stonebridge Advisory, Inc. as business valuation appraiser. The firm will provide business valuation services to the Debtor. The firm will be paid at $795 for the services rendered. Daniel P. O'connell, a partner at Stonebridge Advisory, 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: Daniel P. O'connell Stonebridge Advisory, Inc. 1055 E Colorado Blvd., 5th Floor Pasadena, CA 9116 Tel: (626) 866-3317 About Alta Vista Gardens, Inc. Alta Vista Gardens, Inc., a company in Los Angeles, Calif., filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 24-11780) on March 7, 2024, listing up to $50,000 in assets and up to $10 million in liabilities. Staci Marmershteyn, board member, signed the petition. Judge Deborah J. Saltzman oversees the case. The Debtor tapped RHM Law, LLP as legal counsel and Michael Rudnitsky as accountant. Blanca E. Castro of California Department of Aging was appointed as patient care ombudsman in the Debtor's case. AMCI NCR: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of AMCI NCR, LLC. About AMCI NCR AMCI NCR, LLC, a company in Greenwich, Conn., filed Chapter 11 petition (Bankr. D. Del. Case No. 24-12615) on Nov. 14, 2024, with $100 million to $500 million in both assets and liabilities. Judge Karen Owens oversees the case. Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell, LLP is the Debtor's legal counsel. AMSTERDAM HOUSE: Has Until Dec. 9 to Present Sale Deal ------------------------------------------------------ James T. Madore of Newsday reports that a federal bankruptcy judge has given The Harborside retirement community in Port Washington until December 9, 2024, to present a proposed sale agreement, or face potential liquidation. According to the report, Judge Alan S. Trust requested details regarding the buyer, sale terms, how creditors will be compensated, and the impact on the 181 residents, who have an average age of 90. The judge also set a hearing for December 11 to discuss a motion filed by the U.S. Trustee's office to dismiss the Chapter 11 case, the report relates. If approved, this could end nearly two years of restructuring efforts and lead to a sale under Chapter 7 bankruptcy, the report notes. Concerns have arisen over the depletion of The Harborside's funds due to ongoing legal and consulting fees, which could leave creditors unpaid. Stan Yang, an attorney for the U.S. Trustee, expressed concerns about the facility's deteriorating financial situation, according to the report. Despite the hearing, residents and their families still have unanswered questions, including the identities of the two bidders, the expected sale closing date, and the approval process with state authorities, the report states. About Amsterdam House Continuing Care Amsterdam House Continuing Care Retirement Community, Inc., doing business as The Amsterdam at Harborside, operates Nassau County's first and only continuing care retirement community licensed under Article 46 of the New York Public Health Law, which provides residents with independent living units, enriched housing and memory support services, comprehensive licensed skilled nursing care, and related health, social, and quality of life programs and services. Amsterdam House Continuing Care Retirement Community filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-70989) on March 22, 2023. In the petition signed by Brooke Navarre, president and chief executive officer, the Debtor disclosed $100 million to $500 million in both assets and liabilities. Judge Alan S. Trust oversees the cases. The Debtor tapped Gregory M. Juell, Esq., at DLA Piper LLP (US) as bankruptcy counsel; and Ankura Consulting Group, LLC as restructuring advisor. Michael W. Morton of Ankura Consulting Group is the Debtor's chief restructuring officer. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Cooley LLP and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, serve as the committee's legal counsel and financial advisor, respectively. ANYWHERE REAL ESTATE: S&P Raises Second-Lien Debt Rating to 'B+' ---------------------------------------------------------------- S&P Global Ratings raised its issue-level ratings on the second-lien notes to 'B+' from 'B', and revised the recovery rating to '2' from '3'. All other ratings and outlook are unchanged. The stable outlook reflects S&P's view that the company should maintain sufficient liquidity with cash and revolver availability to navigate through current market conditions. S&P said, "We believe Anywhere's performance for 2025 should improve following the tough market environment this year. Results for the rolling-12-month period ended Sept. 30, 2024, were soft. Revenues declined 2%, contributing to EBITDA margins that are at the lower end of the 6%-7% range we were expecting for fiscal 2024. The company cited lower units sold though prices are rising, leading to a rise in commissions. Anywhere continues to take steps to manage its expenses, which helps to mitigate the effects of soft market conditions on its performance. We believe the company is on track to achieve its $120 million cost savings target for this fiscal year. It is also investing in growth initiatives that include expanding its higher margin franchise segment. We believe benefits from management actions will become more pronounced when market conditions improve. We also think the housing environment should recover in 2025 on the heels of lower interest rates and improving macroeconomic conditions." The term loan repayment addressed maturity risks, but liquidity is tighter because of greater revolver draws. Anywhere used revolver borrowings and cash on hand to repay the $196 million term loan maturing in February 2025. We still believe liquidity remains sufficient with $102 million cash and cash equivalents as of Sept. 30. 2024 and about $550 million revolver capacity currently. The company has demonstrated its ability to generate positive free cash flow despite the business environment and is forecasting free operating cash flow (FOCF) of about $120 million this year. This comes from working capital initiatives and cost management, which should modestly improve its overall liquidity position. The stable outlook reflects S&P's view that Anywhere's solid liquidity can withstand near-term housing market challenges and S&P anticipates improving business conditions next year. S&P could lower the rating if it believes Anywhere generates modest or deficit FOCF and increases its revolver draws to fund operations such that its view of liquidity will change. This could result from: -- Worsening home sale volumes contrary to its assumption of improvement next year; -- Eroding margins due to a rising operating cost base or the company does not realize benefits from its business investments; -- Increased competitive pressures driving down broker commission splits; or -- Elevated one-time items that drain the company’s liquidity resources. S&P could take a positive rating action if it is more confident mortgage rates will drop more and meaningfully drive home sales volume. In such scenario, Anywhere will: -- Successfully execute and benefit from business initiatives; -- Reduce and sustain leverage below 6.5x; and -- Maintain strong liquidity with ample revolver availability and cash on hand. AOG TRUCKING: Unsecureds Will Get 6.2% of Claims over 36 Months --------------------------------------------------------------- AOG Trucking Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated October 14, 2024. The Debtor is a Florida corporation engaged as industrial trucking and transportation business with offices in Suwannee County, Florida. The Debtor operates out of its primary office located at 11766 County Road 252, Mc Alpin, FL 32062. This property is owned by the Debtor's sole shareholder, Robert Cummins. The Debtor has no lease with respect to this property. This Chapter 11 bankruptcy case has been filed for the purpose of restructuring its secured debt obligations as well as providing for payment of general unsecured creditors on a pro-rata basis on the effective date of the plan. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $19,152.00 or $532.00/per month. The final Plan payment is expected to be paid on December 1, 2027. This Plan of Reorganization proposes to restructure its business loans and provide for payment to unsecured creditors of all disposable income during months 1 to 36 from future income of the Debtor derived from income generated through its industrial trucking and freight business. Class 10 consists of General Unsecured Creditors. To the extent that unsecured claims are filed and allowed, the Debtor shall pay the total amount of $19,152.00 to unsecured claims at the rate of $532.00/month during months 1 to 36 of the plan. Each allowed unsecured claim will received its pro-rata share of this payment for approximately 6.2% repayment of all unsecured claims. Class 10 is impaired by this Plan. Except as otherwise expressly provided in the Plan or in the order confirming the Plan, (i) The Debtor will retain all property of the estate and confirmation of the Plan vests all property of the estate in the Debtor, and (ii) after confirmation of the Plan, the property dealt with by the Plan shall be free and clear of any and all liens, claims, and interests of any creditors. The Plan contemplates that the Debtor will continue to manage and operate its business with low operating expenses. The Debtor believes the cash flow generated from operations will be sufficient to make all Plan Payments and maintain existing operations, as established by the Projections. Funds generated from operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Subchapter V Plan dated October 14, 2024 is available at https://urlcurt.com/u?l=runkkk from PacerMonitor.com at no charge. About AOG Trucking Inc. AOG Trucking Inc. is a transportation and trucking company specializing in the aviation & aerospace sectors. Its services include transporting large commercial airline engines and major flight structures, but its expertise extends beyond flight equipment to include Ground Support Equipment (GSE), and encompassing over-dimensional loads. AOG Trucking Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02050) on July 17, 2024. In the petition filed by R. Brian Butler, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Jason A. Burgess oversees the case. The Debtor is represented by: Thomas Adam, Esq. ADAM LAW GROUP, PA 2258 Riverside Ave Jacksonville, FL 32204 Email: tadam@adamlawgroup.com ARRAY TECHNOLOGIES: S&P Affirms 'B+' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed all its ratings on Array Technologies Inc., including its 'B+' issuer credit rating. S&P said, "The stable outlook reflects our expectation that significant backlog will convert to revenue in 2025 and that liquidity will remain adequate, supported by healthy cash balances and revolving credit facility availability. While we assume S&P Global Ratings-adjusted leverage will remain high, at about 6.3x, we forecast S&P Global Ratings-adjusted EBITDA interest coverage to remain in the mid- to high-2x area through 2025, aligned with expectations for the rating. "We assume easing conditions and more clarity for Array's customers along with the conversion of its $2 billion backlog will support 11-12 percent revenue growth in 2025. Significant solar project delays by Array's customers and shipment push-outs in 2024 lead us to forecast year-over-year declines of 44% for revenue and 38% for S&P Global Ratings-adjusted EBITDA. We assume Array will return to growth in 2025 as some uncertainties driving prior project delays lift and the backlog converts to revenue. We forecast tax credit benefits and operating leverage to support stable margins and cash flow, improving S&P Global Ratings-adjusted EBITDA interest coverage modestly to 2.7x from 2.6x expected in 2024 and for leverage to remain stable in the low-6x area. Our measure of adjusted leverage includes preferred equity and excludes benefits from accessible cash. "Our expectation for continued volatility and competitive pressures weighs on our view of Array's business risk. Uncertainties in the solar industry affect project decisions, economics, and timelines, many of which already have direct implications for Array and introduce risks to our base-case forecast--notably, the potential for continued project delays or cancellations. Shortages of modules, circuit breakers, and transformers; permitting delays; and labor constraints have led to extended project timelines and deferred shipments of Array's products in 2024. In addition, uncertainties around legislation relating to tariffs (including antidumping and countervailing duties on solar cells and modules produced in China and southeast Asia) and the Inflation Reduction Act's section 45X manufacturing tax credits have stalled certain decision-making by project operators. Prolonged high interest rates have also weighed on customers' cost of capital and investment returns, further affecting project timelines and negotiations with Array and other component providers. We see conditions easing into 2025--including U.S. legislative and regulatory clarity as a new administration takes control--although the exact nature and timing of how and when conditions resolve introduces risks to our base-case forecast." Array has good market position in the somewhat consolidated, niche photovoltaic (PV) tracker industry, with Array and its two largest competitors commanding approximately 90% of the U.S. market and over half of the global market. Array also has numerous patents not scheduled to expire until 2030-2042, affording it good intermediate-term product protection. However, the industry remains price-sensitive, and S&P views Array's industry peers as having compelling products. Moreover, while single-axis trackers represent the vast majority of total ground-mount shipments, fixed-tilt systems remain a viable solution, especially for projects developed on more challenging terrain or where increased power production doesn't justify the additional upfront and maintenance costs of a tracker system. S&P said, "We maintain a favorable view of long-term demand for solar-generated energy and prospects for Array and its large-scale solar project customers. Consumer and investor preferences for clean energy sources remain a long-term trend that we believe is durable and will remain intact. Short- to intermediate-term prices of conventional and alternative energy sources, changes in government policy, incentives for renewables, disruptions in supply chains, or other factors can materially affect near-term prospects for solar energy. We expect lumpiness in demand and new solar project construction and, therefore, volatility of earnings for Array. "We estimate that solar energy now represents about 6% of the total global energy generation mix, up from about 3% only a few years ago. Utility-scale solar projects remain cost-competitive with other renewable and conventional energy generation. This is due in part to solar panel costs that have significantly declined over decades of increasing global capacity and technology advances, including by Array. "Array should maintain good cash flow and adequate liquidity through 2025. We forecast Array's S&P Global Ratings-adjusted free operating cash flow (FOCF) to decline to about $120 million in 2024 from $211 million in 2023, driven largely by our forecast for lower EBITDA. We also assume working capital to be a modest use of cash and for somewhat higher capital expenditure (capex)--about $20 million in 2024, from $17 million in 2023--to fund the company's Albuquerque, N.M., production facility. We forecast FOCF will decline further in 2025 to about $102 million on higher working capital uses of cash to support growth. "While significantly lower than Array's banner 2023 of $221 million, we view FOCF in the $100 million area as sufficient to fund mandatory debt repayments while building excess balance sheet cash. We note, however, that the company's $200 million revolving credit facility is due in October 2025. While Array does not typically maintain revolver balances, we believe this provides a liquidity cushion in potential stress. Further, Array's preferred equity dividends become mandatory paid-in-cash beginning late 2026, which could pressure liquidity. "The stable outlook on Array reflects our expectation that significant backlog will convert to revenue in 2025 and that liquidity will remain adequate, supported by healthy cash balances and revolver availability. While we assume S&P Global Ratings-adjusted leverage will remain high, at about 6.3x, we forecast S&P Global Ratings-adjusted EBITDA interest coverage to remain in the mid- to high-2x area through 2025, aligned with expectations for the rating." S&P could lower its ratings if we expect Array will maintain S&P Global Ratings-adjusted EBITDA interest coverage below 2x or it cannot demonstrate a consistent track record of FOCF to debt above 5%. This could occur if: -- Extended project delays or order cancellations due to a lack of regulatory clarity, module availability, permitting backlogs, or other factors substantially reduce revenue and earnings; or -- Gross margin declines from recent improvements, possibly due to price reductions needed to win new projects or increased input costs that cannot be passed to its customers. While unlikely within the next year or so, S&P could raise its ratings if Array sustains EBITDA interest coverage above 3x and demonstrates a track record of stable earnings and consistent positive FOCF at scale. This could occur if: -- Project delays abate and revenue again accelerates on conversion of the company's large backlog; and -- New product introductions and increased project win rates drive volume growth, sustained pricing, and higher EBITDA. ASTORIA ENERGY: S&P Raises 'BB-' ICR on Improved Market Dynamics ---------------------------------------------------------------- S&P Global Ratings raised its rating on Astoria Energy LLC's (AEI) senior secured debt to 'BB-' from 'B+' and revised its recovery rating on the debt to '1+(100%)' from '2(85%)', which indicates its expectation for full recovery in the event of a default. AEI is a nominal 615 megawatt (MW) combined-cycle natural gas-fired power plant (CCGT) in Zone J (New York City), which is a highly constrained and competitive electricity region in NYISO. The power plant, which commenced commercial operations in mid-2006, comprises two General Electric PG7241 (7FA) combustion turbine generator sets, two Alstom heat recovery steam generators with supplemental firing capability, and one Alstom Model STF25 steam turbine generator. Natural gas is the primary fuel for the facility. Low sulfur distillate fuel oil is stored onsite and serves as a backup fuel. Astoria Power Partners Holding LLC (APPH) fully owns the facility. In addition to AEI, APPH also owns an approximately 55% interest in Astoria Energy II LLC (AEII), a dual-fuel-fired combined-cycle facility with a nominal capacity of 615 MW. The facility began commercial operations on July 1, 2011. Natural gas is also the primary fuel for this asset and low sulfur distillate fuel oil is stored onsite as backup fuel. AEII is fully contracted through June 30, 2031, under a 20-year tolling agreement with the New York Power Authority (NYPA). NYPA is responsible for all fuel and emissions costs and holds title to all products made available by the facility. AEI will rely on approximately 55% of the distributions from AEII to service its debt. Interconnection to New York City, or NYISO Zone J, a highly concentrated and constrained load zone with significant barriers to entry due to substantial development costs and limited technological deployment choices. Access to some contractual (albeit subordinated) cash flows via AEII's tolling agreement; we expect these cash flows will represent about 20% of the project's overall gross margins. The dual-fuel capability of both AEI and AEII provides them with operational flexibility and optionality, especially during the winter months when the supply of natural gas in the U.S. Northeast can become constrained. Exposure to both short-term market swings (to the extent unmitigated), as well as long-term secular trends in the power industry. Power prices are volatile and are a function of uncontrollable factors, such as fuel that is on the margin, fuel costs, changes in energy demand and supply, emission costs, transmission constraints, and weather conditions. Over the longer term, power prices are influenced by broader factors, such as policy and regulation, electrification intensity, renewable penetration, and energy efficiency. Energy transition and the momentum around decarbonization remain longer-term risk factors for thermal power generation facilities. Although S&P believes natural gas-fired plants will likely live longer than previously anticipated, advancements in renewable technologies--and their improving economics--will challenge the competitiveness and dominance of fossil-fuel-fired assets, altering their cash flow profile and asset lives. As is the case for other projects financed with TLB structures, their debt repayment is primarily tied to cash flow sweeps, which are dependent on market conditions and the financial performance of the project through the TLB's life. S&P said, "The stable outlook reflects our expectation for strong DSCRs (average of about 3.0x) during the TLB period and a minimum DSCR of about 1.81x during the refinancing period (2028-2043), which are based on our refinancing assumptions as well as our forward-looking view of the energy and capacity markets. "We would consider a negative rating action if we expect the project's minimum DSCR will fall below 1.60x during its life (including the refinancing period) on a sustained basis. This could occur due to lower-than-expected capacity factors, weaker energy margins, depressed capacity prices, and operational issues such as forced outages and lower plant availability. We would also consider a negative rating action if the project's cash flow sweeps are materially lower than we expect, which would increase the residual debt outstanding at the TLB's maturity and potentially weaken its projected DSCRs in the post-refinancing period, absent an improvement in market conditions. "We would consider an upgrade if we envision the project will achieve DSCRs of more than 2.0x throughout the life of the debt, including the post-refinancing period (2028-2043). This could occur if our long-term outlook for capacity prices improves or the project's financial performance exceeds our forecast due to any other factors (such as improved energy margins or higher dispatch), leading to a lower-than-expected level of debt outstanding at the TLB's maturity. We would also consider a positive rating action if we believe that the market conditions for generators in Zone J have strengthened materially and the change will be sustained over the long term." Environmental, Social, And Governance S&P said, "Environmental factors are a negative consideration in our analysis of AEI and AEII. While we believe that efficient thermal power plants have a critical role to play in the energy transition process, we also believe that their economic lives could be shortened as advancements are made toward firmer clean-energy solutions (e.g., energy storage, small-modular nuclear reactors, etc.) and these technologies scale to a point where they can compete with natural gas generation. We also take into consideration New York's aggressive policy stance toward decarbonization, such as the clean energy goals it has established under the Climate Leadership and Community Protection Act, the actions the state has taken to limit the growth of natural gas infrastructure, as well as the stringent regulations (e.g., DEC Peaker Rule) it has introduced to curb emissions from older thermal power plants. We believe that natural gas power plants face the risk of increased regulatory and emission standards in the future if there are sufficient and reliable clean energy alternatives available for the power grid." ATI PHYSICAL: FIG Buyer GP, Affiliates Hold 8% of Class A Shares ---------------------------------------------------------------- FIG Buyer GP, LLC disclosed in a Joint Schedule 13D/A filed with the U.S. Securities and Exchange Commission that as of November 7, 2024, the firm and its affiliated entities -- Fortress Acquisition Sponsor II LLC , Hybrid GP Holdings (Cayman) LLC, Hybrid GP Holdings LLC, FIG LLC, Fortress Operating Entity I LP, FIG Blue LLC (f/k/a FIG Corp.), Fortress Investment Group LLC, FINCO I Intermediate Holdco LLC, FINCO I LLC, FIG Parent, LLC, and Foundation Holdco LP -- beneficially owned, in aggregate, 358,275 shares of ATI Physical Therapy, Inc.'s Class A Common Stock, representing 8% of the 4,411,441 shares of Common Stock outstanding as of October 30, 2024, as disclosed in the Company's Quarterly Report on Form 10-Q filed on November 4, 2024, as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act to include the 59,333 shares of Common Stock issuable upon the exercise of the Warrants held directly by Fortress Acquisition Sponsor II LLC as the Sponsor. The beneficial ownership of an aggregate of 358,275 shares of Common Stock includes: (a) 128,442 shares of Common Stock held directly by Sponsor, (b) 170,500 shares of Common Stock that are unvested and subject to certain vesting and forfeiture provisions set forth in the Sponsor Letter Agreement, and (c) 59,333 shares of Common Stock issuable upon the exercise of 59,333 Warrants held directly by Sponsor. FIG Buyer GP, LLC may be reached at: Daniel N. Bass Treasurer c/o Fortress Investment Group LLC 1345 Avenue of the Americas, 46th Floor New York, N.Y. 10105 Tel: (212) 798-6100 A full-text copy of FIG Buyer's SEC Report is available at: https://tinyurl.com/scb39bvp About ATI Physical Therapy Headquartered in Bolingbrook, Ill., ATI Physical Therapy, Inc., together with its subsidiaries, is a nationally recognized healthcare company specializing in outpatient rehabilitation and adjacent healthcare services. The Company provides outpatient physical therapy services under the name ATI Physical Therapy and, as of Dec. 31, 2023, had 896 clinics located in 24 states (as well as 18 clinics under management service agreements). Chicago, Ill.-based Deloitte and Touche LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Feb. 27, 2024, citing that the Company has experienced recurring losses from operations and negative cash flows from operations and requires operational improvement in order to meet its obligations as they become due over the next 12 months and maintain compliance with debt covenants, which raises substantial doubt about its ability to continue as a going concern. As of September 30, 2024, ATI Physical Therapy had $967.3 million in total assets, $889.6 million in total liabilities, $238.9 million in mezzanine equity, and $161.1 million in total stockholders' deficit. AVON PRODUCTS: Court Upholds Chapter 11 Bankruptcy Filing --------------------------------------------------------- Ana Luiza de Carvalho, Ana Beatriz Bartolo of Valor International reports that Avon Products Inc. (API)'s Chapter 11 bankruptcy case in the United States was upheld. According to the report, the hearing, held on November 20, 2024 followed the cancellation of the scheduled auction of API's operational assets on November 19 due to a lack of bidders. With the court's decision, the original timeline remains intact. Natura &Co, API's former owner prior to the bankruptcy proceedings, has been designated as the successful bidder for Avon's non-U.S. assets with a $125 million offer. However, completing the acquisition depends on resolving creditor disputes and gaining approval for the 9019 settlement. Final hearings are set for December 2-4, 2024. According to Valor International, on November 15, 2024, the UCC filed a motion to suspend the Chapter 11 proceedings, claiming that API was not in immediate financial distress and lacked a "valid bankruptcy purpose." The committee argued that the filing sought to eliminate liabilities related to talc-based products, benefiting Natura following legal rulings linking baby powder to cancer risks. The UCC also raised concerns over Natura &Co's reported discussions with a Brazilian private equity firm since April 2024 regarding potential asset sales. A November 21 report by Santander analysts acknowledged these negotiations could raise “transparency and good faith” issues but noted they align with Natura’s declared strategy to divest Avon International. Analysts suggested this could open viable exit opportunities once talc-related liabilities are addressed. In a statement to Valor, Natura &Co reiterated its intention to separate Avon and explore strategic options for the company's future should the acquisition proceed under Chapter 11. Despite the added complexities to API's bankruptcy process, Santander analysts expressed optimism about Natura & Co's position as the proceedings unfold. Before the auction's cancellation, market analysts had already considered Natura & Co the frontrunner for Avon's assets and expected the court-supervised reorganization to continue. A report by XP Investimentos deemed it "unlikely" that the court would halt API's bankruptcy protection, noting the UCC's arguments were similar to those dismissed in a September hearingm, the report states. Avon's assets remained on Natura's balance sheet until the second quarter of this 2024. Natura acquired Avon in January 2020, forming the world's fourth-largest cosmetics company. However, subsequent quarters saw Avon International struggle with declining sales and profitability, which Natura partially attributed to the COVID-19 pandemic. Natura & Co has repeatedly asserted that API was a non-operational subsidiary. However, the Delaware proceedings resulted in the exclusion of Avon International's figures from the company's balance sheet. In its third-quarter report, the division operating across 40 global markets, including the UK, Philippines, and Poland, was reclassified as discontinued operations. Meanwhile, Avon's Latin American operations, which have been integrating with the Natura brand since 2021, remain part of Natura & Co Latam, now the holding company's sole business division as of the third quarter. The financial statements also reflected the sale of Aesop to L'Oréal and The Body Shop to Aurelius for a fraction of the price Natura &Co paid in 2017. For the third quarter, Natura &Co reported a net loss of R$7 billion, a significant downturn from the R$6.7 billion profit recorded during the same period in 2023. About AIO US and Avon Products AIO US Inc., Avon Products Inc, and some of its affiliates are manufacturers and marketers of beauty, fashion, and home products with operations and customers across the globe. AIO US and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11836) on Aug. 12, 2024. In the petition filed by Philip J. Gund as chief restructuring officer, AIO US disclosed $1 billion to $10 billion in assets and debt. Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP are counsel to the Debtors. Ankura Consulting Group LLC serves as restructuring advisor to the Debtors. Rothschild & Co US Inc is the Debtors' investment banker and financial advisor. Epiq Corporate Restructuring LLC acts as claims and noticing agent to the Debtors. AWAD ODEH: Motion to Reconsider Ruling as to Salameh Denied ----------------------------------------------------------- Judge David D. Cleary of the United States Bankruptcy Court for the Northern District of Illinois denied the plaintiffs' motion to reconsider a summary judgment ruling in the case captioned as Awad Odeh & Julia Salameh, Plaintiffs, v. Ahmad Zahdan, Defendant, Adv. No. 23 A 130 (Bankr. N.D. Ill.). The underlying motion for summary judgment seeks a finding of summary judgment on behalf of Plaintiff Julia Salameh and Plaintiff Awad Odeh against Defendant Ahmad Zahdan on the sole count of the underlying complaint. The Motion to Reconsider asks the court to reconsider its September 30, 2024, order denying the Motion for Summary Judgment and accompanying memorandum opinion solely as to Plaintiff Salameh. In their Motion to Reconsider, Plaintiffs argue that the Court's Opinion focused almost exclusively on Plaintiff Odeh and did not address Plaintiffs' arguments concerning Plaintiff Salameh. Plaintiffs, in their Motion for Summary Judgment, and again reiterated in their Motion for Reconsideration, contend that Plaintiff Salameh received no value in exchange for various obligations as part of a note entered into between Plaintiffs and Defendant. Plaintiffs argued Plaintiff Salameh was unaware of transactions leading to the Note until Defendant obtained a state court judgment against Plaintiffs. Therefore, she could not be liable for any fraud related to those pre-Note transactions. Plaintiffs also argue that in responding to the Motion for Summary Judgment, Defendant failed to provide any evidence that Plaintiff Salameh would have benefitted financially from the Note. In seeking reconsideration, Plaintiffs contend the Court failed to address those arguments in the Opinion. Plaintiffs also highlight that the Court recently dismissed Plaintiff Salameh from a different adversary proceeding involving the same parties. Defendant, in his response to the Motion for Reconsideration, argues that there was no manifest error of fact or law as required for a motion for reconsideration. Defendant notes this court's Opinion concluded both Plaintiffs may have received reasonably equivalent value. Plaintiffs do not claim new evidence and instead argue there is an 'error of law or fact' in that the Court "did not address [Plaintiffs]' arguments for judgment in [Plaintiff Salameh]'s favor." Judge Cleary says, "Plaintiffs are correct in that the Opinion largely focuses on the conduct of Plaintiff Odeh and Plaintiffs generally, and not on Plaintiff Salameh specifically. That discrepancy, however, does not mean this court forgot about Plaintiff Salameh. The arguments were considered and ultimately dismissed." He concludes, "Plaintiffs had the burden in their Motion for Summary Judgment to prove, as a matter of law, that Plaintiff Salameh did not receive reasonably equivalent value. Plaintiffs ultimately failed to do so. Nothing presented by Plaintiffs in their Motion for Reconsideration shows an error in law or fact such that the court must revise its prior Opinion and Order." A copy of the Court's decision dated November 18, 2024, is available at https://urlcurt.com/u?l=bbpwJL Awad Odeh and Julia Salameh filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 23-05875) on May 3, 2023, listing under $1 million in both assets and liabilities. The Debtors are represented by Jeffrey Paulsen, Esq. AXENTIA CARD: Court OKs Toyota Vehicle Sale for $43,000 ------------------------------------------------------- Axentia Card Solutions, LLC, received the green light from the U.S. Bankruptcy Court for the District of Kansas, Kansas City, to sell 2021 Toyota 4 Runner for $43,000. The Debtor is authorized to sell the vehicle for $43,000, an amount sufficient to pay Lead Bank in full. The Debtor also ordered that if the Debtor cannot sell the 2021 Toyota 4 Runner for an amount sufficient to pay Lead Bank in full, its principal, Paul C. Miller, will pay the difference directly to Lead Bank. About Axentia Card Solutions, LLC An involuntary petition was filed against Axentia Card Solutions LLC (Bankr. D. Kan. Case No. 24-20686) on June 5, 2024. Judge Robert D. Berger presides over the case. In an August 29, 2024 Order, Judge Berger held that the Debtor's Motion to Dismiss Involuntary Bankruptcy or, in the Alternative to Convert to Chapter 11, is denied in part and granted in part. The Debtor's request for dismissal of the involuntary bankruptcy is denied without prejudice. The Debtor's request to convert the case to Chapter 11 of the Bankruptcy Code is granted. Judge Robert D Berger presides over the case. Evans & Mullinix, P.A. represents the Debtor as counsel. AZTEC FUND: Hires Newmark Real Estate as Real Estate Broker ----------------------------------------------------------- Aztec Fund Holding, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Newmark Real Estate of Dallas, LLC, dba Newmark as real estate broker. The firm will market and sell the Debtor's real property located at 4252 Interstate Highway 30, Dallas, TX 75211. The firm will be paid a commission of 4 percent of the gross sales proceeds for the Property. Ran Holman, a partner at Newmark Real Estate of Dallas, LLC, dba Newmark, 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: Ran Holman Newmark Real Estate of Dallas, LLC dba Newmark 2601 Olive Street Suite 1600 Dallas, TX 75201 Tel: (469) 467-2000 About Aztec Fund Holding, Inc. The Aztec Fund Holding Inc. invests in office buildings in the United States and thus create real estate portfolios that generate regular cash flows and sustainable value over time. The Aztec Fund Holding Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90436) on August 5, 2024. In the petition filed by Charles Haddad, as president, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $100 million and $500 million. The Honorable Bankruptcy Judge Christopher M. Lopez oversees the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C., as counsel; and Getzler Henrich & Associates LLC as financial advisor. Hilco Real Estate Appraisals, LLC is the real estate appraiser. Stretto, Inc., is the claims agent. B-1208 PINE: Seeks Approval of Extended Cash Collateral Budget -------------------------------------------------------------- B-1208 Pine, LLC asked the U.S, Bankruptcy Court for the Western District of Washington to approve its extended cash collateral budget. The extended budget supplements the court's Feb. 23 final order on the use of cash collateral. In its motion, B-1208 Pine proposed to continue using cash collateral pursuant to the terms set forth in the final order and the extended budget, which starts in November and runs through March 2025. As supplemented by the extended budget, the terms of the final order will continue to control the company's use of cash collateral and remain in effect during the remaining pendency of its Chapter 11 case. The interests of Pivot Apartment Lender, LLC, the company's senior secured lender, will continue to be protected through replacement liens, interest payments and other forms of adequate protection. Also incorporated into the extended budget, B-1208 Pine will pay to the lender any excess cash it holds in its operating account above and beyond an operating reserve of $300,000 on a quarterly basis, commencing on Dec. 15, and recurring on the 15th day of every third month thereafter until the effective date of a confirmed Chapter 11 plan. About B-1208 Pine B-1208 Pine, LLC is the owner of real property and improvements thereon located at 1208 Pine Street, Seattle, Wash., commonly known as the Pivot Apartments. The property is valued at $31.72 million. B-1208 Pine sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10088) on January 16, 2024, with $32,134,497 in assets and $46,793,638 in liabilities. James H. Wong, manager, signed the petition. Judge Marc L. Barreca oversees the case. James L. Day, Esq., at Bush Kornfield, LLP, represents the Debtor as legal counsel. BBCK ONE: Court Tosses West Coast, et al. Adversary Proceeding -------------------------------------------------------------- The Honorable John K. Sherwood of the United States Bankruptcy Court for the District of New Jersey granted the defendants' motion to dismiss the adversary complaint captioned as BBCK ONE HOLDING CORP., Plaintiff, v. WEST COAST MANAGEMENT, LLC, et al., Defendants, Adv. Proc. No. 24-01437 (Bankr. D.N.J.). Plaintiff, BBCK One Holding Corp., made a $3.2 million capital contribution to Defendant, West Coast Management II, LLC, a cannabis company formed in 2017 with the goal of cultivating, harvesting, packaging, and distributing cannabis within the state of California. West Coast II ultimately failed and was forced to sell its assets and distribute the proceeds on a pro rata basis to investors. Plaintiff alleges its capital contribution was misappropriated to various related entities and stakeholders of West Coast II. On May 28, 2024, Plaintiff filed this adversary proceeding against West Coast II and various related entities. The complaint requested the following relief: turnover of property of the estate under 11 U.S.C. Sec. 542, imposition of a constructive trust, negligence, and other common law remedies, requesting the return of capital Plaintiff invested in West Coast II. Plaintiff suggests that the issue is best resolved in the bankruptcy court as opposed to four courts in three states. In response to Plaintiff's adversary proceeding, various Defendants filed motions to dismiss both the Chapter 11 case and this adversary proceeding. Certain Defendants also sought relief from the automatic stay to pursue their claims against the Debtor. On August 13, 2024, the Court heard argument on the motions to dismiss Plaintiff's adversary proceeding and bankruptcy case. The primary goal of Plaintiff's bankruptcy filing was to bring litigation pending in Florida, Delaware, and New Jersey over the dissolution of West Coast II to the bankruptcy court. Defendants have moved to dismiss the complaint under a provision of West Coast II's Operating Agreement requiring these matters to be arbitrated. The Court agrees that the claims against West Coast II and related entities require this Court to abstain in favor of arbitration. Defendants' motions to dismiss the adversary complaint are granted. As the Debtor's bankruptcy case is completely dependent on the success of this adversary proceeding, the Court dismisses the bankruptcy case as a whole. A copy of the Court's decision is available at https://urlcurt.com/u?l=dXDqBV About BBCK One Holding Corp. BBCK One Holding Corp. was formed in February 2017 for the purpose of creating a business entity that would become a member in West Coast II. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-13913) on April 17, 2024. In the petition signed by John Cancelliere, president, the Debtor disclosed up to $10 million in assets and up to $500,000 in liabilities. The Debtor tapped McManimon, Scotland & Baumann, LLC as counsel and Vestcorp, LLC as accountant. BIG LOTS: Deadline to File Claims Set for Dec. 30, 2024 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set Dec. 30, 2024, at 11:59 p.m. (Prevailing Eastern Time) as the last date and time for creditors to file proofs of claim against Big Lots Inc. and its debtor-affiliates. The Court set March 10, 2025, as the deadline for governmental units to file their claims against the Debtors. A proof of claim may be filed electronically at https://cases.ra.kroll.com/BigLots using the interface available after clicking the link entitled "Submit a Claim." If filed by hardcopy, an original, signed copy of the proof of claim must be sent to: a) If by first class mail: Big Lots, Inc. Claims Processing Center c/o Kroll Restructuring Administration LLC Grand Central Station PO Box 4850 New York, NY 10163-4850 b) If by hand delivery, or overnight courier: Big Lots, Inc. Claims Processing Center c/o Kroll Restructuring Administration LLC 850 3rd Avenue, Suite 412 Brooklyn, NY 11232 A claim must be submitted so as to be actually received on or before the applicable Bar Date. Proofs of claim sent by means other than as described above will not be accepted. Copies of the Debtors' Schedules, the Bar Date Order, and certain other pleadings, orders, and notices, and other information regarding the Chapter 11 Cases are available for inspection free of charge on the Debtors' website at https://cases.ra.kroll.com/BigLots. Filings in the Chapter 11 Cases are also available for a fee at the Court’s website at www.deb.uscourts.gov/. A login identification and password to the Court's Public Access to Court Electronic Records ("PACER") are required to access this information and can be obtained through the PACER Service Center at https://www.pacer.gov. Documents filed in this case also may be examined between the hours of 8:00 a.m. and 4:00 p.m. (prevailing Eastern Time), Monday through Friday, at the Office of the Clerk of the Court, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. If you have any questions relating to this notice, please contact the Debtors' Claims and Noticing Agent, Kroll Restructuring Administration LLC, by: (a) phone at (844) 217-1398 (toll- free) or +1 (646) 809-2073 (International), or (b) email at BigLotsInfo@ra.kroll.com. You can also find further information at https://cases.ra.kroll.com/BigLots. 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. BIOLASE INC: Committee Hires Brinkman Law Group PC as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Biolase, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Brinkman Law Group, PC as counsel. The firm's services include: a. providing legal advice regarding the rules and practices of this Court applicable to the Committee's powers and duties as an official committee appointed under section 1102 of the Bankruptcy Code; b. providing legal advice regarding any disclosure statement and plan filed in these cases and with respect to the process for approving or disapproving a disclosure statement and confirming or denying confirmation of a plan; c. preparing and reviewing applications, motions, complaints, answers, orders, agreements, and other legal papers filed on behalf of the Committee for compliance with the rules and practices of this Court; d. appearing in Court to present necessary motions, applications, and pleadings and otherwise protecting the interests of the Committee and unsecured creditors of the Debtors; and e. performing such other legal services for the Committee as the Committee believes may be necessary and proper in these Chapter 11 cases. The firm will be paid at these rates: Shareholders and Of Counsel $595 to $1,650 per hour Associates $475 to $785 per hour Paralegals $230 to $425 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Daren Brinkman, Esq., a partner at Brinkman Law Group, PC, 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: Daren Brinkman, Esq. Brinkman Law Group, PC 543 Country Club Drive, Suite B Wood Ranch, CA 93065 Tel: (918) 931-4163 Email: firm@brinkmanlaw.com About Biolase, Inc. Biolase, Inc., a company in Foothill Ranch, Calif., and its affiliates manufacture and market dental laser systems. The Debtors' proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. Biolase and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-12245) on Oct. 1, 2024. John Beaver, president and chief executive officer, signed the petitions. The Debtors reported total assets of $30,641,000 and total liabilities of $32,767,000 as of June 30, 2024. Judge Karen B. Owens oversees the cases. The Debtors tapped Potter Anderson & Corroon, LLP and Pillsbury Winthrop Shaw Pittman, LLP as legal counsel; SSG Capital Advisors as investment banker; and B. Riley Financial, Inc. as financial advisor. Epiq Corporate Restructuring, LLC is the Debtors' administrative advisor and claims and noticing agent. BLACKSTONE MORTGAGE: S&P Rates New $450MM Sr. Secured Notes 'B+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue rating to Blackstone Mortgage Trust Inc.'s (BXMT; B+/Negative/--) proposed $450 million senior secured notes due 2029. The company plans to use the net proceeds along with its $450 million in new term loan B due 2028 to partially repay its term loans due April 2026, which had a total of $1.3 billion outstanding as of Sept. 30, 2024. S&P said, "On the same date, BXMT's leverage, as measured by debt to adjusted total equity (ATE), was 4.3x. Pro forma, we expect leverage to be unchanged. We favorably view the company addressing its 2026 maturities because this reduces refinancing risk over the next two years, albeit offset by ongoing stress in its loan portfolio." BXMT's investment portfolio contracted to $20.6 billion in book value net of current expected credit loss reserves across 149 loans as of Sept. 30, 2024, from $23.2 billion across 178 loans as of Dec. 31, 2023. As of Sept. 30, 2024, BXMT had 35% exposure to office (26% U.S. office), followed by 28% to multifamily. Difficult conditions in the commercial real estate (CRE) market, largely due to U.S. office loans, have caused BXMT's asset quality to deteriorate in the year to date. As of Sept. 30, 2024, the company's net loan exposure to impaired loans (internal risk rating of '5') and watch-listed loans (internal risk rating of '4') made up about 127% of ATE, which was the highest among rated peers. This compared with 121% as of June 30, 2024, and about 91% as of Dec. 31, 2023. In the year to date as of Sept. 30, 2024, the net book value prior to loan loss reserves on BXMT's impaired loans increased meaningfully to about $3.2 billion from about $1.9 billion as of Dec. 31, 2023. In addition, as of Sept. 30, 2024, BXMT had $1.0 billion in loan loss reserves, of which $884 million (87% of total reserve) related to specific troubled assets. That said, on Nov. 19, 2024, the company announced that it had completed around $0.4 billion of nonperforming loan resolutions in the fourth quarter to date and had an additional $1.0 billion of nonperforming loan resolutions in closing. S&P will closely monitor how troubled asset resolutions affect the company's earnings, ATE, and leverage in the coming quarters amid ongoing stress in CRE markets. S&P said, "The negative outlook on BXMT reflects our expectation that over the next six to 12 months, ongoing stress in CRE markets will likely pressure its asset quality, potentially leading to an increase in loan loss reserves and leverage rising above 4.5x on a sustained basis. Our outlook also considers the existing strain in BXMT's loan portfolio, covenant cushion to its funding lines, and need for adequate liquidity to meet its ongoing operational needs." S&P could lower its ratings over the next six to 12 months if S&P expects: -- Leverage to remain above 4.5x on a sustained basis; -- Asset quality to significantly decline, as indicated by a rise in '4' or '5' rated loans, or real-estate-owned loans; or -- The company's liquidity position to meaningfully deteriorate, in S&P's view. S&P could revise its outlook to stable if asset quality improves, leverage remains well below 4.5x, and the company maintains adequate liquidity to meet its operational needs. BLOCK COMMUNICATIONS: S&P Downgrades ICR to 'B+', Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered all ratings on U.S.-based cable provider Block Communications Inc. by one notch, including the issuer credit rating, to 'B+' from 'BB-'. The negative outlook reflects uncertainty around earnings and subscriber trends such that S&P could lower the rating if leverage rose above 4.75x or free operating cash flow (FOCF) remained negative to support investments without associated earnings growth. The downgrade reflects that leverage likely will remain elevated in the mid-to-high 4x area through 2025. S&P said, "We revised our forecast to account for lower earnings in cable and broadcast following weaker-than-expected operating performance in the third quarter of 2024. We now expect earnings declines of 3%-4% in 2024, lower than our previous estimate of 7% growth, primarily driven by mid-single-digit percent earnings declines in cable due to a roughly 6%-7% decline in broadband subscribers as well as video revenue declines and operating losses attributable to the tuck-in acquisition of ZoneTV. In 2025, we believe that earnings will remain flat as broadband revenue growth remains stagnant and is insufficient to offset revenue declines in other segments despite cost-saving initiatives, lower legal and professional services fees, and fewer losses in publishing." S&P said, "We believe high speed data (HSD) revenue will be flat through 2025. We project the company's broadband subscriber base will contract by about 13,000 subscribers in 2024, with roughly 85% of the losses attributable to the expiration of the Affordable Connectivity Program (ACP) on average revenue per user (ARPU) growth of about 4%. We believe more intense competition from operators offering fiber to the home (FTTH), and fixed wireless have limited Block's HSD subscriber growth. In 2025, we believe that the company could potentially add 1,000-2,000 broadband subscribers on modestly lower ARPU of 2%-3% and significantly fewer headwinds associated with ACP. Still, we believe that customer additions will remain under pressure thanks to fewer copper wire-based customers converting to cable, and instead opting for cheaper fixed-wireless service. "We believe fiber-to-the-home (FTTH) poses a competitive threat to small cable operators such as Block. We believe FTTH competitors such as AT&T will take market share because they offer very fast data speeds, which could increase churn. Furthermore, Block is not as well positioned as larger peers Comcast Corp. and Charter Communications Inc. to effectively defend against FTTH competition given its scale disadvantages and limited financial flexibility to profitably bundle mobile service via a mobile virtual network operator (MVNO) agreement with its in-home broadband product. Although we recognize that roughly 40% of Block’s footprint overlaps with FTTH competition, which is lower than many cable peers, we believe this number could increase meaningfully over the next two to three years as wireline competitors increasingly upgrade their copper-based networks to fiber. "Fixed wireless access (FWA) will continue to pressure cable subscriber additions for the next several years. The technology works well and is offered at lower prices. Therefore, we believe FWA could make it more challenging for Block to add customers at the lower end of the market, limiting its ability to take share from digital subscriber line (DSL). FWA network capacity will eventually become constrained, but it is unclear when, and it appears unlikely to occur over the next one to two years. Furthermore, wireless operators are deploying mid-band spectrum nationwide, enabling them to offer faster data speeds. For example, Verizon plans to increase its service footprint to cover 90 million homes by 2028, which could result in elevated competition in Block’s footprint over time. We believe FWA subscribers may skew more rural because these markets have lower mobile data traffic than urban areas." However, the low density of rural markets means that not all homes will be reachable by mid-band spectrum, which could insulate Block to some degree in parts of its footprint. S&P said, "Block's FTTH investment will lead to negative FOCF in the near term, but we expect meaningfully positive FOCF beyond the peak investment cycle. We believe these network capital investments could curb customer churn from fiber-based competitors in the near-to-medium term given the plan's focus on Block's most competitive territories. Longer term, we project a fiber network will allow the company to offer customers increasingly faster speeds (greater than 5 gigabytes per second) at costs lower than a hybrid fiber coaxial network. Still, year to date, Block has generated about $32 million in FOCF deficits on about $30 million in working capital outflows. In 2025, we believe that the company can achieve break-even FOCF on modestly lower spending and fewer working capital outflows. Longer term, we believe that FOCF can return to levels exceeding $20 million on more normalized capital investment. "We believe losses at Block's publishing segment will modestly improve in 2025, following significant gains in 2024. We expect losses in publishing will improve to about $15 million this year from about $24 million in 2023 on cost reductions. This follows the recent settlement with the Teamsters union at the Pittsburgh Post-Gazette in April 2024. However, in 2025, we believe that deficits will moderate to about $12 million-$13 million on a full 12 months of cost reductions. Longer term, we believe the segment can modestly reduce losses on continued cost efficiencies. The negative outlook reflects uncertainty around Block’s ability to stabilize operating trends since there is limited cushion for further deterioration in earnings or cash flow relative to our base case forecast. "We could lower our rating on Block if its EBITDA underperformed our expectations, causing debt to EBITDA to rise above 4.75x over the next 12 months. We could also lower the rating if EBITDA growth remained stagnant on continued FOCF deficits. "We could revise our outlook on Block to stable within the next 12 months if EBITDA is on a path toward modest growth, which would likely be driven by modest revenue growth in HSD combined with continued improvements in publishing." BRAD'S RAW: Hires Surace & Stanton LLC as Accountant ---------------------------------------------------- Brad's Raw Chips, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Surace & Stanton, LLC as accountant. The firm will provide these services: -- assist in reconciling checking account with bank statements each month, including identifying errors, inform the Debtor of adjustments, and request that the Debtor make correcting entries directly into the Debtor's checkbook; -- provide guidance on recording depreciation; -- provide assistance on reviewing and reconciling payroll records, payroll tax returns, and payroll tax deposits; -- provide assistance in recording all income and expenses, deposits, and adjusting entries needed each month; -- assists in the preparation of the required monthly operating report for the Debtor under the Chapter 11 requirements; -- prepare the federal state and local income tax returns for 2024; and -- prepare any bookkeeping entries that are necessary in connection with the preparation of the income tax returns. 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. Ryan Surace, a partner at Surace & Stanton, 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: Ryan Surace Surace & Stanton, LLC 1974 Sproul Rd Suite 208 Broomall, PA 19008 Tel: (484) 653-6380 About Brad's Raw Chips, LLC Brad's Raw Chips is a provider of snack foods. Brad's Raw Chips sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-13412) on Sept. 23, 2024. In the petition filed by Arthur Pergament, as CEO, the Debtor estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Ashely M. Chan handles the case. The Debtor is represented by: Albert A. Cirdi III, Esq. CIARDI CIARDI & ASTIN 1905 Spruce Street Philadelphia PA 19103 Tel: (215) 557-3550 BUNNY'S LOUNGE: Hires Thomas H. Gray Esq. as Legal Counsel ---------------------------------------------------------- Bunny's Lounge, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Thomas H. Gray, Esq., as counsel. The firm will provide these services: a. assist and advise the Debtor relative to the administration of the bankruptcy proceedings; b. advise the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its business and property; c. represent the Debtor before the Bankruptcy Court and advise the Debtor on pending litigation, hearings, motions, and decisions of the Bankruptcy Court; d. review and advise the Debtor regarding applications, orders, and motions filed with the Bankruptcy Court by third parties in the bankruptcy proceedings; e. attend meetings conducted pursuant to the Bankruptcy Code and represent the Debtor at all examinations; f. communicate with creditors and other parties in interest; g. assist the Debtor in preparing all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; h. confer with other professionals retained by the Debtor and other parties in interest; i. negotiate and prepare the Debtor's Chapter 11 plan, related disclosure statement, and all related agreements and documents and take any necessary actions on the Debtor's behalf to obtain confirmation of the plan; and j. perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with the Chapter 11 case. The firm will be paid at these rates: Attorneys $200 to $350 per hour Paralegals $60 to $80 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas H. Gray, 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 at: Thomas H. Gray, Esq. 113 Doubloon Drive Slidell, LA 70461 Tel: (985) 641-8335 About Bunny's Lounge, LLC Bunny's Lounge, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-11957) on October 8, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Meredith S. Grabill presides over the case. Thomas H. Gray, Esq., represents the Debtor as legal counsel. CAN BROTHERS: Unsecured Creditors to Split $159K in Plan -------------------------------------------------------- CAN Brothers Construction, Inc. submitted a Second Amended Disclosure Statement in connection with the Plan of Reorganization dated October 15, 2024. This Second Amended Disclosure Statement describes the Debtor's plan to reorganize its business debt and remain in operation. The Second Amended Disclosure Statement and the Plan under Chapter 11 of the Code propose to address claims of creditors from ongoing operation of the Debtor's business, providing payment in full of equipment lien holders and secured lien holders. The Plan provides for two classes of secured claims, Class 2 consisting of the Bank of NH and IOU which will be paid in full from the sale of certain pieces of equipment and Class 3 consisting of the SBA and the equipment lien holders who will continue to receive monthly payments until paid in full. Class 4 is the class of unsecured claim holders. The unsecured creditor class will receive its first dividend payment within thirty days of confirmation. The Debtor will fund a Plan from income earned from site and construction work on contracts. The Debtor expects that General Unsecured Creditors will receive a dividend of ten percent, depending upon the amount of the holders of allowed General Unsecured Claims. The Debtor plans on selling the 2018 International Truck. The Debtor would like to sell the 2018 International truck for approximately $125,000.00 and pay off the remaining balance due the lienholder BMO (POC #5). The remaining net sales proceeds would be used to pay the outstanding post-petition arrearages owed to the equipment lien holders, including BMO's liens (POC #4 and #6) on two other pieces of equipment that are necessary to continue operating the business. The Debtor also plans on selling the John Deere Roadtec RX900 milling machine for approximately $100,000.00. From the sale proceeds of the Roadtec TX 900 Milling Machine, the Debtor will pay the John Deere lien (POC #14) on the Roadtec in the amount of $33,000.00. The Debtor will also use the sale proceeds to bring current the remaining two John Deere liens on the Komatsu Crawler Excavator (POC #7) and the Erin PC-400 Concrete Equipment and Powerscreen Chief Concrete Equipment (POC # 15). Once Claim #14 is paid in full, and Claims #7 and #15 are brought current, the Debtor will use the remaining net sale proceeds to pay down the remaining amount of the Bank of NH secured blanket lien and the $62,000.00 secured blanket lien of IOU. In the event there are any remaining net sale proceeds, the Debtor will use those funds to pay post-petition arrearages on secured equipment liens on a pro rata basis to bring those payments current. Class 4 includes all General Unsecured Creditors and Claims, including all those creditors identified in Exhibit A, the IRS, and OSHA. This Class is impaired. Creditors in Class 4 will receive dividend payments with the first payment to be made within thirty of confirmation of the plan. Each unsecured creditor will receive a dividend payment of ten percent of its claim. The total dividend payment will be in the approximate amount of $158,834.00. The allowed unsecured claims total $1,588,346.80. Class 6 consists of Federal and State Tax Claims. The Debtor owes the IRS $210.00 as an unsecured claim. The State of NH filed a Proof of Claim (POC #27) listing an unknown amount of tax due the State of NH and alleging that the Debtor did not file returns in certain years. This Class is not impaired. The IRS will be paid in full. Once the State of New Hampshire determines the amount owed by the Debtor, the Debtor will make arrangements to pay this amount in full. Upon confirmation of the plan, the Debtor will continue to operate the business, pay its monthly operating expenses, continue to submit bids for projects, and continue with the current management of the Debtor. A full-text copy of the Second Amended Disclosure Statement dated October 15, 2024 is available at https://urlcurt.com/u?l=EXAeUp from PacerMonitor.com at no charge. Counsel to the Debtor: Eleanor Wm. Dahar, Esq. Victor W. Dahar, PA 20 Merrimack Street Manchester, NH 03101 Telephone: (603) 622-6595 Facsimile: (603) 647-8054 Email: vdaharpa@att.net About CAN Brothers Construction CAN Brothers Construction, Inc., is a New Hampshire Corporation with the principal place of business located at 120 Ridge Road, Middleton, New Hampshire 03887. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10115) on February 26, 2024. In the petition signed by Charles W. Therriault, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Bruce A Harwood oversees the case. Eleanor Wm. Dahar, Esq., at VICTOR W. DAHAR PROFESSIONAL ASSOCIATION, represents the Debtor as legal counsel. CBSW HOSPITALITY: Seeks Chapter 7 Bankruptcy After Closure ---------------------------------------------------------- Cortney Danielle Moore of South Florida Business Journal reports that CBSW Hospitality Inc., the parent company of The Brick American Kitchen & Bar in Kendall, filed for Chapter 7 bankruptcy on November 18, 2024, in the U.S. District Court for the Southern District of Florida. The restaurant, located near Dadeland Mall, operated for nearly a decade before closing its doors at 8955 SW 72nd Place in late September 2024. In addition to filing for bankruptcy, CBSW Hospitality submitted a voluntary dissolution request with Florida's Division of Corporations. The company reported total debts of $707,510.17 and assets valued at $11,670, which include machinery, equipment, and vehicles, the report states. The bankruptcy petition outlines the following debts: * Secured claims: $372,208.44 * Priority unsecured tax claim: $1,814.97 * Non-priority unsecured claims: $333,486.76 Among its largest unsecured creditors are: * $192,200 owed to founder and president Corey Bousquet for wages, * $56,340.76 owed to Downtown Dadeland Holdings LLC for a lease, * $35,009 in credit card debt to Capital One Services, LLC, and * $25,115.85 in credit card debt to Grove Bank Trust in Tampa. According to the report, by the time of filing, CBSW Hospitality had generated over $1 million in revenue for the year, a decline from $1.1 million in 2022 and $1.5 million in 2021. Attorney Patrick Cordero, representing CBSW Hospitality, was unavailable for comment. About CBSW Hospitality Inc. CBSW Hospitality Inc. is the parent company of The Brick American Kitchen & Bar in Kendall. CBSW Hospitality Inc. sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-22098) on November 18, 2024. In its petition, the Debtor reported total debts of $707,510.17 and assets valued at $11,670. Honorable Bankruptcy Judge Corali Lopez-Castro handles the case. The Debtor is represented by: Patrick L Cordero, Esq 7333 Coral Way Miami, FL 33155 (305) 445-4855 Fax : 305-445-9483 Email: ecfmail@pcorderolaw.com CD&R VIALTO: S&P Cuts ICR to 'SD' on 2nd-Lien Term Loan Amendment ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on New York-based provider of global mobility solutions CD&R Vialto UK Intermediate 3 Ltd. (Vialto) to 'SD' (selective default) from 'CC'. S&P said, "Our rating on the first-lien term facilities remains 'CC', which we expect to lower to 'SD' once the company completes its proposed restructuring. "We plan to raise our issuer credit rating on Vialto to a level that reflects our view of credit risk based on its revised capital structure following the completion of its proposed restructuring. "The amendment to PIK interest under its second-lien term loan is tantamount to a default under our criteria. Following our Nov. 18, 2024, rating action, we learned that Vialto did not make a cash payment to its second-lien lender for its October 2024 interest payable. The ability to settle interest payable with a PIK option was not available in the original loan agreement and despite the lender pursuing an equity ownership stake in Vialto as part of the broader set of restructuring actions, we do not believe adequate offsetting compensation was provided to enable PIK interest on the loan. "The 'SD' issuer credit rating will remain until Vialto completes its proposed restructuring, which could take several months. While we continue to anticipate the proposed restructuring transaction, which we view as a default of its first- and second-lien term loans, we will not raise the rating from 'SD'. Upon the transaction close (currently expected to occur in the first calendar quarter of 2025), we expect to lower the issue-level rating on the first-lien facility to 'D'. Subsequently, we plan to raise our issuer credit rating on Vialto as soon as practical, likely to 'CCC+'. Our expectation of this rating outcome reflects Vialto's track record of execution missteps and its reliance on favorable market conditions. Additional upside toward a 'B-' rating would depend on our assessment of the company’s ability to retain clients and demonstrate an ability to generate consistently positive free operating cash flow. "Vialto's new capital structure may prove unsustainable despite significantly improved liquidity profile and reduced debt service following the restructuring. Proceeds from the $225 million bridge loan facility that will be equitized at close will provide Vialto with sufficient cushion to absorb restructuring related costs that we expect will drive further cash flow deficits this fiscal year (ending June 2025). We anticipate cash and revolver availability at the end of fiscal 2025 to exceed $100 million. Meanwhile, the reduced debt burden and partial PIK option on its first-lien term loan will significantly improve the company's cash flow generation moving forward. Still, Vialto has not yet developed a track record of stable operating performance, and challenges stemming from its restructuring could drive further business volatility. We view talent and client attrition as the most significant risks in the near term, which could result in a deviation of the company's performance relative to plan." CELSIUS NETWORK: Court Narrows Claims in Mashinsky Suit ------------------------------------------------------- Judge John G. Koeltl of the United States District Court for the Southern District of New York denied Alexander Mashinsky's motion to dismiss Counts Two and Six of the indictment filed against him in the case captioned UNITED STATES OF AMERICA, - against - ALEXANDER MASHINSKY, Defendant, Case No. 23-cr-347 (JGK) (S.D.N.Y.). The defendant's motion to strike surplusage is denied without prejudice. Alexander Mashinsky was charged in a seven-count indictment on July 11, 2023. The Indictment charges the defendant with the following crimes: (1) securities fraud in violation of 15 U.S.C. Secs. 78j(b) and 78ff, 17 C.F.R. Sec. 240.10b–5, and 18 U.S.C. Sec. 2 (Count One); (2) commodities fraud in violation of 7 U.S.C. Secs. 9(1) and 13(a)(5), 17 C.F.R. Sec. 180.1, and 18 U.S.C. Sec. 2 (Count Two); (3) wire fraud in violation of 18 U.S.C. Secs. 1343 and 2 (Count Three); (4) conspiracy to commit securities fraud, market manipulation, and wire fraud through manipulating the price of CEL token in violation of 18 U.S.C. Secs. 371 and 1343, 15 U.S.C. Secs. 78i(a)(2), 78j(b) and 78ff, and 17 C.F.R. Sec. 240.10b–5 (Count Four); (5) engaging in a fraudulent scheme to manipulate the price of CEL token in violation of 15 U.S.C. Secs. 78j(b) and 78ff, and 17 C.F.R. Sec. 240.10b–5 (Count Five); (6) market manipulation of Celsius's proprietary token—CEL—in violation of 15 U.S.C. Secs. 78i(a)(2) and 78ff (Count Six); and (7) wire fraud in connection with the manipulation of CEL in violation of 18 U.S.C. Sec. 1343 and 2 (Count Seven). The Indictment alleges that, from 2018 through June 2022, Mashinsky engaged in two interrelated criminal schemes in connection with his operation of Celsius Network LLC and its related entities. The first alleged scheme involved false and misleading statements that Mashinsky purportedly made to customers to induce them to invest their assets with Celsius, and the second alleged scheme involved manipulative trading in CEL. Mashinsky now moves to dismiss Counts Two and Six of the Indictment pursuant to Federal Rule of Criminal Procedure 12(b)(3)(B), and to strike surplusage pursuant to Federal Rule of Criminal Procedure 7(d). Count Two Mashinsky moves to dismiss Count Two, contending that the allegations charged in Count Two are "repugnant" to and "inconsistent" with those charged in Count One. Count One charges that Mashinsky, in violation of the Securities Exchange Act of 1934, fraudulently "induced investors to purchase an interest in Celsius's Earn Program and to acquire CEL token." Count Two alleges that Mashinsky violated the Commodity Exchange Act by fraudulently "inducing investors to sell their Bitcoins to Celsius in exchange for an interest in Celsius's Earn Program." Mashinsky does not dispute that Count One, as alleged, sufficiently charges that the Earn Program was a security. Nor does he contend, at this stage, that Bitcoin is not a commodity for purposes of Count Two. Rather, Mashinsky argues that the allegations contained in the counts are inconsistent because Count One charges the defendant with securities fraud, while Count Two charges the defendant with commodities fraud, based on substantially the same conduct The Court says this argument is without merit. Accordingly, Counts One and Two do not contain repugnant allegations, nor are they multiplicitous, the Court finds. Therefore, the motion to dismiss Count Two on those grounds is denied. Count Six Mashinsky moves to dismiss Count Six as constitutionally infirm on the ground that he lacked "fair warning" that the charged conduct was criminal. In particular, Mashinsky argues that he had no warning that the open-market transactions alleged, even if conducted with the purpose of manipulating the price of CEL, were illegal under Section 9(a)(2) of the Exchange Act. The Court finds Mashinsky's contention that he lacked notice that penmarket transactions, if conducted with manipulative intent, could expose him to liability is without merit. According to the Court, Mashinsky's constitutional challenge to Count Six is "premature and not properly made on a motion to dismiss." Mashinsky's motion to dismiss Count Six is therefore denied. Motion to Strike Surplusage At this point, the Court cannot determine whether any evidence of the bankruptcy is irrelevant to the charges. Any such determination should await motions in limine or trial. Accordingly, Mashinsky's motion to strike surplusage from the Indictment is denied without prejudice to the ability to raise the argument after motions in limine or at trial. A copy of the Court's decision is available at https://urlcurt.com/u?l=UW93gv About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. * * * On November 9, 2023, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Modified Joint Chapter 11 Plan of Celsius Network LLC and Its Debtor Affiliates. The Effective Date of the Plan occurred January 31, 2024. CELSIUS NETWORK: McNeil's Substantial Contribution Claim Denied --------------------------------------------------------------- Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York denied the application of pro se creditor Laura Faller McNeil for allowance of claim for substantial contributions in the bankruptcy cases of Celsius Network LLC and its debtor affiliates. The Application seeks entry of order: (i) allowing her administrative expense claim in the amount of $206,300.00 for her asserted substantial contributions; and (ii) directing the payment of such amount from the Post-Effective Date Debtors' estates. Ms. McNeil seeks allowance of an administrative expense claim in the amount of $206,300.00, a request predicated on her involvement in the ad hoc committee of corporate creditors and her assistance with the filing of the Motion Seeking Entry of an Order (I) Approving Further Distribution Under Plan of Reorganization for the Faller Creditors and (II) Granting Related Relief. She asserts that her contributions spanning March through September 2024 were "instrumental" in bringing to light what she deems the "inequitable treatment of [C]orporate [C]reditors." In her Application, Ms. McNeil argues that she is entitled to a claim for substantial contribution as she is an experienced "financial and investment professional" whose expertise "other creditors . . . relied on." In accordance with this, Ms. McNeil believes she is entitled to payment for her time at a rate of $400 per hour, which she deems "reasonable." She includes, as part of the Application, detailed time records to support the $206,300.00 she seeks. The Post-Effective Date Debtors argue that the Application should be denied as Ms. McNeil, acting out of her own self-interests, has failed to satisfy her burden of showing that she is entitled to compensation under section 503(b) of the Bankruptcy Code. Any benefit she conferred on the administration of these chapter 11 cases was merely "incidental," and she has otherwise failed to demonstrate any actual or significant benefit that resulted from her actions. Lastly, the Post-Effective Date Debtors argue that Ms. McNeil has also failed to establish that her requested compensation is "reasonable" as she was not retained by the Ad Hoc Committee of Corporate Creditors as a financial professional and her invoices do not reflect that she performed such work. Ms. McNeil has not persuaded the Court that her actions were driven and motivated by interests extending beyond her own. She also fails to establish that her actions conferred an actual and substantial benefit and were not duplicative of the efforts of others, the Court finds. A copy of the Court's decision is available at https://urlcurt.com/u?l=NA3ZG5 Counsel to the Post-Effective Date Debtors: Joshua A. Sussberg, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 E-mail: joshua.sussberg@kirkland.com - and - Patrick J. Nash, Jr., Esq. Ross M. Kwasteniet, Esq. Christopher S. Koenig, Esq. Dan Latona, Esq. KIRKLAND & ELLIS LLP 333 West Wolf Point Plaza Chicago, IL 60654 E-mail: patrick.nash@kirkland.com ross.kwasteniet@kirkland.com chris.koenig@kirkland.com dan.latona@kirkland.com About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CELSIUS NETWORK: SLF's Final Fee Application Denied in Part ----------------------------------------------------------- Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York approved in part and denied in part the Sarachek Law Firm's final fee application in the bankruptcy cases of Celsius Network LLC and its debtor affiliates. SLF shall be entitled to payment of $128,669.00 in fees and $414.87 in expenses. Pending before the Court is the contested application of the Sarachek Law Firm -- counsel to BFaller RD LLC, BFaller ROTH RD LLC, SFaller TRD RD LLC, and SFaller RD LLC and the ad hoc committee of corporate creditors -- for "reasonable compensation for professional services rendered" for the period of March 21, 2024 through October 11, 2024 in the chapter 11 cases of the post-effective date debtors. As set forth in the Application, SLF seeks entry of an order approving the Application and awarding it $1,661,514.59 in compensation pursuant to its 5% contingency fee agreement with the Ad Hoc Committee of Corporate Creditors and reimbursement of $593.92 in actual and necessary expenses. On November 5, 2024, pro se creditor Sean Xue filed an objection to the Application, asserting that the fees sought are "unreasonable" and questioning whether "creditors should be the ones to foot the bill." The Court finds SLF has not made any showing in the Application that it is entitled to the Contingency Fee from the Post-Effective Date Debtors for its "substantial contribution" to the case. Judge Glenn explains, "In fact, the Application makes no mention of 'substantial contribution' whatsoever. Rather, SLF relies solely on the language of its engagement letter with the Ad Hoc Committee of Corporate Creditors, which indicates only that it would seek payment of its fees and expenses from the Post-Effective Date Debtors. This alone does not entitle it to such amounts from the Debtors' estates, and SLF offers no justification for why the Post-Effective Date Debtors should be obligated to pay. Accordingly, SLF's request for reimbursement of the Contingency Fee is not approved." SLF will only be entitled to fees and expenses incurred for professional services performed solely for the Ad Hoc Committee of Corporate Creditors from August 7, 2024 to August 29, 2024, the Court concludes. Any fees and expenses sought for work performed outside of this timeframe and on behalf of the Faller Creditors is denied. Additionally, SLF's request that the Post-Effective Date Debtors' estate pay the Contingency Fee is also denied, the Court holds. A copy of the Court's decision is available at https://urlcurt.com/u?l=JJMGyJ Attorneys for the Faller Creditors and to the Ad Hoc Committee of Corporate Creditors Joseph E. Sarachek, Esq. Zachary E. Mazur, Esq. SARACHEK LAW FIRM 670 White Plains Road, Penthouse Scarsdale, NY 10583 E-mail: joe@saracheklawfirm.com zachary@saracheklawfirm.com About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CHIC COUTURE: Hires Paul A. Millman PA as Accountant ---------------------------------------------------- Chic Couture Online, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Paul A. Millman, PA as accountant. The firm will provide tax advice in reconciling books and records on a monthly basis, and prepare quarterly returns. The firm will be paid $16,375 for reconciling all bank statements relating to the daily withdrawal of funds from the merchant cash advance creditors. The Debtor owed the firm the amount of $13,560, but agreed to waive the sum of $3,930. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul A. Millman Paul A. Millman, PA 1881 North University Drive Coral Springs, FL 33071 Tel: (954) 345-5850 About Chic Couture Online, LLC Chic Couture Online, LLC, a company in Lauderdale Lakes, Fla., owns and operates an online retail shop specializing in women's clothing and accessories. Chic Couture Online sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20940) on October 22, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Johane Porsenna, president of Chic Couture Online, signed the petition. Judge Peter D. Russin oversees the case. Brian K. McMahon, Esq., at Brian K. McMahon, PA, represents the Debtor as legal counsel. CLEAN ENERGY: Fails to Meet Nasdaq Minimum Bid Price Requirement ---------------------------------------------------------------- Clean Energy Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it received a deficiency letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that for the 30 consecutive business days prior to November 5, 2024, the closing bid price for the Company's common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq deficiency letter only pertains to the Company's stock price, and there are no other deficiencies related to the Company's ongoing listing on The Nasdaq Capital Market. The Nasdaq deficiency letter has no immediate effect on the listing of the Company's common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol "CETY" at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until May 5, 2025, to regain compliance with Rule 5550(a)(2). If at any time before May 5, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance. If the Company does not regain compliance with Rule 5550(a)(2) by May 5, 2025, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. The Company intends to actively monitor the closing bid price for its common stock and will consider all available options to resolve the deficiency and regain compliance with Rule 5550(a)(2). About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com/-- develops renewable energy products and solutions and establishes partnerships in renewable energy that make environmental and economic sense. The Company's mission is to be a segment leader in the Zero Emission Revolution by offering eco-friendly energy solutions, clean energy fuels, and alternative electric power for small and mid-sized projects in North America, Europe, and Asia. The Company targets sustainable energy solutions that are profitable for it, profitable for its customers, and represent the future of global energy production. Diamond Bar, California-based TAAD, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has an accumulated deficit, a working capital deficit, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, Clean Energy Technologies had $9,312,911 in total assets, $4,733,185 in total liabilities, and $4,579,726 in total stockholders' equity. CLEAN ENERGY: Incurs $1.30 Million Net Loss in Third Quarter ------------------------------------------------------------ Clean Energy Technologies, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to the Company of $1.30 million on $235,183 of total sales for the three months ended Sept. 30, 2024, compared to a net loss attributable to the Company of $721,395 on $2 million of total sales for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss attributable to the Company of $3.55 million on $1.94 million of total sales, compared to a net loss attributable to the Company of $2.55 million on $5.28 million of total sales for the same period during the prior year. As of Sept. 30, 2024, the Company had $9.43 million in total assets, $5.85 million in total liabilities, and $3.58 million in total stockholders' equity. The Company had a negative working capital of $778,464 as of Sept. 30, 2024. The company also had an accumulated deficit of $26,643,673 as of Sept. 30, 2024 and used $2,788,608 in net cash from operating activities for the nine months ended Sept. 30, 2024. Therefore, the Company said, there is substantial doubt about its ability to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1329606/000149315224046866/form10-q.htm About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com/-- develops renewable energy products and solutions and establishes partnerships in renewable energy that make environmental and economic sense. The Company's mission is to be a segment leader in the Zero Emission Revolution by offering eco-friendly energy solutions, clean energy fuels, and alternative electric power for small and mid-sized projects in North America, Europe, and Asia. The Company targets sustainable energy solutions that are profitable for it, profitable for its customers, and represent the future of global energy production. Diamond Bar, California-based TAAD, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has an accumulated deficit, a working capital deficit, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. CLEMENTS ELECTRIC: Frances Smith Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at Ross, Smith & Binford, PC, as Subchapter V trustee for Clements Electric Texas, LLC. Ms. Smith will be paid an hourly fee of $475 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Smith declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Frances A. Smith, Esq. Ross, Smith & Binford, PC 700 N. Pearl Street, Ste. 1610 Dallas, TX 75201 Phone: 214-593-4976 Fax: 214-377-9409 Email: frances.smith@rsbfirm.com About Clements Electric Texas Clements Electric Texas, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-33418) on October 30, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Michelle V. Larson presides over the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC represents the Debtor as bankruptcy counsel. COACH USA: Bid to Stay Frazier Case Granted ------------------------------------------- Magistrate Judge Steven I. Locke of the United States District Court for the Eastern District of New York granted the defendants' motion to stay the case captioned as DESMOND A. FRAZIER, Plaintiff, -against- BRIAN J. STEPHNAN, COACH LEASING INC., COACH USA INC., and TRANSPORTATION MANAGEMENT SERVICES d/b/a LENZNER COACH LINES, Defendants, Case No. 24-CV-2198(NJC)(SIL) (E.D.N.Y.). The matter is stayed in its entirety. This action arises out of a July 27, 2023 motor vehicle accident in Jersey City, New Jersey in which a bus that Stephnan was operating sideswiped Plaintiff's car, allegedly causing injuries to Plaintiff's shoulder and spine. It is undisputed that Coach Leasing is the owner and lessor of the Bus and that Transportation Management was a lessee of the Bus. It is further undisputed that, at the time of the July 27, 2023 accident, Stephnan was operating the Bus within the scope of his employment for Transportation Management. On June 11, 2024, Coach USA and its affiliated debtors and debtors in possession, including Coach Leasing and Transportation Management filed voluntary petitions for Chapter 11 bankruptcy relief in the United States Bankruptcy Court for the District of Delaware. The bankruptcy cases are being jointly administered under lead case number 24-11258 before the Honorable Mary F. Walrath. Stephnan did not file for bankruptcy relief. The issue is whether the automatic stay applicable to the Debtor Defendants extends to Stephnan. The Court says it does. Judge Locke explains, "Here, it is undisputed that, at the time of the July 27, 2023 accident, Stephnan was operating the Bus with Transportation Management's knowledge, permission, and consent, and within the scope of his employment with Transportation Management. As a finding of liability against Stephnan may result in an imputation of vicarious liability against his employer, it is appropriate that the automatic stay be extended to Stephnan as well." Moreover, in jointly administering the Debtor Defendants' bankruptcy cases, Judge Mary F. Walrath has held that the automatic stay applies to employees of certain joint debtors. In an October 22, 2024 Order, Judge Walrath stayed an action pending in state court in California in its entirety despite the presence of two non-debtor individual co-defendants." Following briefing concerning the scope of the automatic stay, the Bankruptcy Court held that the California Action is stayed in its entirety pursuant to 11 U.S.C. Sec. 362, thereby extending the stay to the individual non-debtor defendants. Judge Locke adds, "Judge Walrath's holding regarding the scope of the automatic stay is instructive here, and further establishes that application of the stay with respect to Stephnan is appropriate." A copy of the Court's decision is available at https://urlcurt.com/u?l=5ZhcIJ About Coach USA Coach USA, Inc., a company in Paramus, N.J., is a provider of ground passenger transportation and mobility solutions in North America, offering many types of specialized ground transportation solutions to government agencies, airports, colleges and universities, and major corporations. With 25 business segments throughout the United States and Canada employing approximately 2,700 employees and operating approximately 2,070 buses, the Coach USA network of companies carries millions of passengers throughout the United States and Canada each year. In addition to the household name "Coach USA," the company operates under several other brands, including Megabus, Coach Canada, Coach USA Airport Express, Dillon's Bus Company, and Go Van Galder. Coach USA and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11258) on June 11, 2024. At the time of the filing, Coach USA reported $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Alston & Bird, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels; Houlihan Lokey Capital, Inc. as investment banker; and CR3 Partners, LLC as restructuring advisor. Kroll Restructuring Administration, LLC is the Debtors' claims and noticing agent and administrative advisor. COAT CHECK: Seeks to Seel Strange Bird Business Assets ------------------------------------------------------ Coat Check Coffee LLC and its affiliate, Strange Bird LLC, seek permission from the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, to sell property related to the operations at Strange Bird through public auction to preserve the value of their businesses.. The Debtors employ Don Smock Auction Co. as the auctioneer and to market the Property. The Property to be sold consists of all the personal property related to the Debtors' operations at the Strange Bird restaurant, located at 128 S. Audubon Road, Indianapolis, Indiana 46219 comprised of High Top tables, rectangle tables with chair and booth seating, couches, host stand, wooden baby high chair, removable decor, lanterns, planters bar, behind bar, wooden shelf with touch screen POS and towel storage, Delfield stainless steel countertop refrigerator, Bev-Air stainless steel underbar single door freezer, turbo air M3 stainless steel double door refrigerator, needlers, whisks, paddles, mixing stand mixers with accessories, and more. The Property also includes Strange Bird's intellectual property, specifically name, logo, branding, and design. The prospective purchaser is Strange Phoenix Inc. and if the sale is approved and no better bid is received, the sale price and net proceeds to be received by the estate are $147,103.37, representing the credit bid of Strange Phoenix, Inc. There are no contingents to the sale and no purchase agreement has yet exists. The lienholders of the Coat Check Property are Strange Phoenix, Inc., Clearview Funding Solutions, LLC, U.S. Small Business Administration, and Financial Agent Services. The Property was marketed for sale through digital marketing campaign consisting of email blasts, social media; online auction catalog; promotion to Auctioneer customer lists; promotion to auction websites. Strange Phoenix is the manager of the Debtors’ operations at the Strange Bird establishment. There is no topping or break-up fee is proposed and all entities that expressed an interest in the purchase of all or a material portion of the assets to be sold within 90 days prior to the filing of the motion. The sale constitutes the sale of substantially all of Strange Bird, LLC’s assets. Any entity interested in offering a competing bid must register on the Auctioneer’s Proxibid website, https://www.proxibid.com/dsa, which will allow interested entities to make a bid on the Strange Bid Property. The proceeds of the sale will be used to pay auctioneer brokerage fees, and expenses from the sale to the extent any remain after payment of a buyer’s premium, and to lienholders in order of seniority, and to administrative expenses of the bankruptcy estate. The Debtors propose that the sale of the Property will be free and clear of all liens, encumbrances, claims, and interests. About Coat Check Coffee, LLC and Strange Bird LLC Coat Check Coffee, LLC, an Indianapolis-based company, and its affiliate Strange Bird, LLC filed Chapter 11 petitions (Bankr. S.D. Ind. Lead Case No. 24-04651) on Aug. 28, 2024. At the time of the filing, Coat Check Coffee reported $100,001 to $500,000 in assets and $1 million to $10 million in liabilities while Strange Bird reported $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Jeffrey J. Graham oversees the cases. Kroger, Gardis & Regas, LLP serves as the Debtors legal counsel. COAT CHECK: Seeks to Sell Coat Check Coffee Property ---------------------------------------------------- Coat Check Coffee LLC and its affiliate, Strange Bird LLC, seek permission from the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, to sell property related to the Debtors' operations at Coat Check Coffee through public auction to preserve the value of their businesses. The Debtors employ Don Smock Auction Co. as the auctioneer and to market the Property. The Property to be sold consists of all the personal property related to the Debtors' operations at the Coat Check Coffee establishment, located at 401 E. Michigan St., Indianapolis, Indiana 46204 including: Curtis Touch Screen Digital Coffee Maker, Mahlkonig Coffee Grinder, Pastry Display Cabinet, Home International Coffee Grinder, La Morzocco Espresso Machine, Countertop Refrigerator, In Counter Icetainer, All white countertop and aluminum framed service units, stainless steel serving cart rear kitchen area, Moffet Turbofan Oven, glassware, mugs, bar stools, and more, also known as Coat Check Property. The prospective purchaser is the Athenaeum Foundation and if the sale is approved and no better bid is received, the sale price and net proceeds to be received by the estate are $35,000.00, representing either a cash payment, or the credit bid of the Athenaeum depending on the resolution of a contemporaneously filed motion. There are no contingents to the sale and no purchase agreement has yet exists. The lienholders of the Coat Check Property are Clearview Funding Solutions, LLC, Neighborhood Self-Employment Initiative, Inc., and U.S. Small Business Administration. The Property was marketed for sale through digital marketing campaign consisting of email blasts, social media; online auction catalog; promotion to Auctioneer customer lists; promotion to auction websites. The Athenaeum is the landlord and manager of the Debtors’ operations at the Coat Check Coffee establishment. Any entity interested in offering a competing bid must register on the Auctioneer’s Proxibid website, https://www.proxbid.com/dsa, which will include a listing to the auction. The proceeds of the sale will be used to pay auctioneer brokerage fees, and expenses from the sale to the extent any remain after payment of a buyer’s premium; and to lienholders in order of seniority, and to administrative expenses of the bankruptcy estate. The Debtors propose that the sale of the Coat Check Property will be free and clear of all liens, encumbrances, claims, and interests. About Coat Check Coffee, LLC and Strange Bird, LLC Coat Check Coffee, LLC, an Indianapolis-based company, and its affiliate Strange Bird, LLC filed Chapter 11 petitions (Bankr. S.D. Ind. Lead Case No. 24-04651) on Aug. 28, 2024. At the time of the filing, Coat Check Coffee reported $100,001 to $500,000 in assets and $1 million to $10 million in liabilities while Strange Bird reported $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Jeffrey J. Graham oversees the cases. Kroger, Gardis & Regas, LLP serves as the Debtors legal counsel. COAT CHECK: Seeks to Sell Provider Coffee Property -------------------------------------------------- Coat Check Coffee LLC and its affiliate, Strange Bird LLC, seek permission from the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, to sell property related to operations at at Provider Coffee & Coattail Lounge through public auction to preserve the value of their businesses. The Debtors employ Don Smock Auction Co. as the auctioneer and to market the Property. The Property to be sold consists of all the personal property related to the Debtors' operations at the Provider Coffee & Coattail Lounge establishment, located at 1101 E. 16th St., Indianapolis, Indiana 46202 which include High Top table, table with chairs, stools with bar top, round table, Regency icetainer, stainless steel underbar, plants, decor, neon sign behind bar, digital coffee maker, 1998 La Marzocco linea 3AV Espressor machine, Turbo Air stainless steel refrigerator, la Marzocco coffee grinder, Mahlkonig Coffee grinder, Bev air stainless single door refrigerator, Hot Point chest freezer, digital temperature reader, outdoor furniture, intellectual property, and more also known as Provider Property. No real estate nor real estate fixtures of any kind including plumbing, lighting, exit signs, pergolas, and planters are included in the Auction. The prospective purchaser is Tinker T.A.B. L.L.C. and if the sale is approved and no better bid is received, the sale price and net proceeds to be received by the estate are $29,578.42, representing the credit bid of Tinker TAB used to pay tax obligations of the Debtor. There are no contingents to the sale and no purchase agreement has yet exists. The lienholders of the Coat Check Property are Tinker T.A.B. L.L.C., Clearview Funding Solutions, LLC, Neighborhood Self-Employment Initiative, Inc. , and U.S, Small Business Administration  The Property was marketed for sale through digital marketing campaign consisting of email blasts, social media; online auction catalog; promotion to Auctioneer customer lists; promotion to auction websites. Tinker TAB is the manager of the Provider Establishment for the Debtors. Brian Willsey, an owner of Tinker TAB, is a former business partner of the insiders of the Debtor. Mr. Willsey has never had and has no ownership interest in the Debtors. There is no topping or break-up fee is proposed and all entities that expressed an interest in the purchase of all or a material portion of the assets to be sold within 90 days prior to the filing of the motion. Any entity interested in offering a competing bid must register on the Auctioneer’s Proxibid website, https://www.proxibid.com/dsa, which will allow interested entities to make a bid on the Provider Property. The proceeds of the sale will be used to pay auctioneer brokerage fees, and expenses from the sale to the extent any remain after payment of a buyer’s premium, and to lienholders in order of seniority, and to administrative expenses of the bankruptcy estate. . The Debtors propose that the sale of the Property will be free and clear of all liens, encumbrances, claims, and interests. About Coat Check Coffee, LLC and Strange Bird LLC Coat Check Coffee, LLC, an Indianapolis-based company, and its affiliate Strange Bird, LLC filed Chapter 11 petitions (Bankr. S.D. Ind. Lead Case No. 24-04651) on Aug. 28, 2024. At the time of the filing, Coat Check Coffee reported $100,001 to $500,000 in assets and $1 million to $10 million in liabilities while Strange Bird reported $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Jeffrey J. Graham oversees the cases. Kroger, Gardis & Regas, LLP serves as the Debtors legal counsel. CONCORDIA ANESTHESIOLOGY: Gets Interim OK to Use Cash Collateral ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division granted Concordia Anesthesiology, Inc. interim authorization to use cash collateral. The interim order approved the use cash collateral to fund critical operations as set forth in the company's projected budget. As adequate protection, lenders were granted a replacement lien on all property acquired by the company after its Chapter 11 filing that is the same or of similar nature, kind, or character as the lenders' pre-bankruptcy collateral. In addition, Concordia must make monthly payments of $2,503.83 to the Internal Revenue Service. About Concordia Anesthesiology Gainesville-based Concordia Anesthesiology, Inc. filed its voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 24-21106) on September 10, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Jarrod D. Huey, M.D. as chief executive officer and president. Judge James R. Sacca oversees the case. Angelyn M. Wright, Esq., at The Wright Law Alliance, P.C. represents the Debtor as bankruptcy counsel. CORNERSTONE BUILDING: S&P Affirms 'B' ICR, Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on North Carolina-based manufacturer of external building products Cornerstone Building Brands Inc. The negative outlook indicates a potential downgrade within the next 12 months if the company is unable to reduce leverage. Cornerstone's financial results in the first nine months of 2024 experienced a material increase in S&P Global Ratings adjusted-leverage to well above 7x. The company issued $971 million during the first nine months of 2024, the proceeds of which it used to fund the acquisitions of Mueller Supply Co. and Harvey Building Products Corp. Given private equity ownership, the use of debt to fund acquisitions is anticipated in its rating profile and the inclusion of acquired businesses will likely add incremental earnings. However, revenue declined by 4.6% and adjusted-EBITDA decreased 16.4% as of Sept. 28, 2024, compared with the same period the year prior. The decline was mainly due to reduced volume demand across all segments, higher material costs and unfavorable pricing conditions in the Shelter Solutions Segment, only partially offset by recent mergers and acquisitions (M&A). S&P expects the combination of challenging market conditions and significantly increased debt to increase S&P Global Ratings-adjusted leverage to 8 x by year-end 2024. S&P said, "We continue to view Cornerstone's liquidity position as adequate considering its positive free operating cash despite weaker operating results. As of September 2024, the company had $158 million. We additionally expect $275 million-$315 million funds from operations for the next 12 months. However, its liquidity cushion has somewhat deteriorated due to weaker market conditions and challenging working capital conditions following integration of both Mueller and Harvey in the second and third quarter. While we expect free operating cash may be depressed in the next 12-24 months, we expect it to continue to maintain current operations and support long-term growth initiatives. We do not anticipate any dividend payments through the forecast period and there are no near-term debt maturities. "Cornerstone remains a market leader in two cyclical and competitive construction markets with historically strong earnings. Our view of the company's business reflects its leading market position in most of its markets with robust market share in vinyl siding and in vinyl windows. Additionally, the company has demonstrated operational efficiency improvements to offset its exposure to volatile raw material costs and cyclical demand environments. We expect cornerstone's S&P Global Ratings-adjusted EBITDA margins may decline modestly toward 12% in 2024 but will likely remain above pre-pandemic levels due to successful manufacturing optimization and other operational efficiency initiatives. "The negative outlook on Cornerstone Building Brands indicates the substantial increase in debt, resulting in a rolling-12 month S&P Global Ratings-adjusted leverage to about 8x and EBITDA interest coverage slightly below 1.5x, with minimal cushion against downside risks if integration of its recently acquired businesses is delayed or macroeconomic conditions remain weaker results in prolonged reduction in earnings over the next 12 months." S&P could lower the rating within the next 12 months if: -- S&P Global Ratings-adjusted leverage fails to improve toward 7x. This could occur if S&P Global Ratings-adjusted EBITDA is more than 5% below our base-case scenario; -- S&P Global Ratings-adjusted EBITDA interest cover fails to improve toward 2x; or -- The company continues to undertake debt-financed acquisitions or pursues shareholder-friendly actions such that leverage remains above 8x. S&P could revise the outlook back to stable within the next 12 months if: -- S&P Global ratings-adjusted leverage notably improves toward 7x, driven by higher-than-expected earnings growth; and -- S&P views these levels to be sustainable through most reasonable market conditions. DAVOUD GHATANFARD: Court Affirms Chapter 7 Conversion ----------------------------------------------------- In the case captioned as DAVOUD GHATANFARD, Appellant, – against – PAVLE ZIVKOVIC, Appellee, Case No. 24-CV-2858 (CS) (S.D.N.Y.), Judge Cathy Seibel of the United States Southern District of New York affirmed the order of the United States Bankruptcy Court for the Southern District of New York that converted Ghatanfard's Chapter 11 case to a Chapter 7 case pursuant to 11 U.S.C. Sec. 1112(b) of the Bankruptcy Code. Before the Court is the appeal of Debtor/Appellant Davoud Ghatanfard from an April 11, 2024 Order, entered by Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York, in the Chapter 11 Subchapter V bankruptcy proceeding captioned In re Davoud Ghatanfard a/k/a David Ghatanfard, No. 23-BK-22840 (Bankr. S.D.N.Y.). The April 11 Order, upon the motion of Appellee Pavle Zivkovic, converted Debtor's Chapter 11 case to a Chapter 7 case pursuant to 11 U.S.C. Sec. 1112(b) of the Bankruptcy Code. Debtor is a restauranteur who has owned and managed various restaurants, including Laura Christy Midtown LLC (operating as Valbella Midtown) and Valbella Meatpacking, for over 40 years. Appellee Pavle Zivkovic is the lead plaintiff in a class action lawsuit for violation of federal and state labor laws pending in the United States District Court for the Southern District of New York captioned Zivkovic v. Laura Christy LLC et al., No. 17- CV-553. On June 22, 2022, pursuant to a jury verdict, judgment was entered in favor of the class on the labor law claims against Laura Christy LLC, Laura Christy Midtown LLC and Debtor jointly and severally in the aggregate amount of $5,092,017.85, and in favor of Zivkovic on his discrimination claim against Debtor in the amount of $202,500. (No. 17-CV-553 (S.D.N.Y.). In the meantime, in their post-judgment collection efforts the class members discovered that Debtor had rendered himself insolvent through various transactions with his real property and ownership shares in several LLCs, and through fraudulent conveyances to Rosey Kalayjian, Debtor's "life partner," with whom Debtor lives and shares a bank account, and who has worked in several restaurants owned by Debtor. On November 13, 2023, Debtor filed a voluntary Chapter 11 Subchapter V bankruptcy petition. He estimated his assets at less than $50,000, and his liabilities as almost $6 million. Yann Geron was appointed as the Subchapter V Trustee, and on February 12, 2024, Debtor filed his plan of reorganization, in which he proposed to fund the plan with $1700 in monthly payments and $500,000 to be obtained from Kalayjian in settlement of claims to avoid the transfers made to her. On March 5, 2024, the class creditors filed a motion to convert the Chapter 11 case to a Chapter 7 case, superseded by a motion for the same filed on March 8, 2024. The class creditors argued, among other things, that Debtor was litigating the case in bad faith in that he had misrepresented his assets and liabilities and had proposed to settle $6.7 million in fraudulent transfer claims for $500,000. Also on March 25, 2024, Debtor filed a motion pursuant to Bankruptcy Rule 9019 seeking approval of the $500,000 settlement between himself and Kalayjian to resolve the fraudulent conveyance claims. On March 26, 2024, Debtor opposed the motion to convert the case. Appellee argues that Debtor's appeal should be dismissed for lack of standing because a Chapter 7 trustee has been appointed during the pendency of this appeal, and Debtor has not demonstrated that he is a person aggrieved by the bankruptcy court's order. Debtor argues that he is such a person aggrieved because he has stage IV metastatic cancer, has been denied the opportunity to confirm his Subchapter V plan, and is "effectively forced to spend what could be his final days as a debtor in Chapter 7 and in litigation involving not only himself but his longtime partner, Kalayjian." Debtor argues that the bankruptcy court committed reversible error when it converted his Subchapter V Chapter 11 case to a Chapter 7 case because the court had alternative avenues to deal with the conflict of interest but chose conversion, which the court had deemed "unwise" and "myopic;" declined to expand the Subchapter V Trustee's powers because Zivkovic would not consent; failed to consider the factors in 11 U.S.C. Sec. 1112(b)(2); and declined to consider the conflicts among Zivkovic as lead plaintiff, Zivkovic as an individual, and his law firm as creditor, and their failure to file a Verified Statement under Bankruptcy Rule 2019. Judge Seibel explains, "The bankruptcy court determined that there 'clearly is cause for conversion or dismissal here in the irreconcilable conflict of interest in terms of assessing where various assets had gone and whether they were appropriately transferred from [Debtor] to other parties,' and that conversion to Chapter 7 would allow for a Chapter 7 trustee with 'both the ability to investigate and the ability to act'. While conflict of interest is not listed among the delineated 'causes' in 11 U.S.C. Sec. 1112(b)(4), courts have determined that cause is established where the debtor in possession has a conflict of interest." The District Court finds the bankruptcy court adequately articulated cause to convert the case, and Debtor's argument that the court committed reversible error because it did not list one of the factors enumerated in Section 1112(b)(4) fails. According to the District Court, Debtor has also failed to show that the bankruptcy court abused its discretion in determining that it did not have the authority, over the objection of a creditor, to expand the Subchapter V Trustee's powers to include litigation of the fraudulent conveyance claims on behalf of the estate. A copy of the Court's decision is available at https://urlcurt.com/u?l=VZBrt8 Counsel for Appellant: Anne Penachio, Esq. PENACHIO MALARA, LLP 245 Main Street Suite 450 White Plains, NY 10601 E-mail: frank@pmlawllp.com Counsel for Appellee: D. Maimon Kirschenbaum, Esq. Josef Nussbaum, Esq. Lucas C. Buzzard, Esq. JOSEPH & KIRSCHENBAUM LLP 32 Broadway Suite 601 New York, NY 10004 E-mail: maimon@jk-llp.com jnussbaum@jk-llp.com lucas@jk-llp.com Attorneys for Amicus Curiae Yann Geron as Chapter 7 Trustee: Yann Geron, Esq. Nicole N. Santucci, Esq. GERON LEGAL ADVISORS LLC 370 Lexington Avenue, Suite 1101 New York, NY 10017 E-mail: ygeron@geronlegaladvisors.com Davoud Ghatanfard filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-22840) on November 13, 2023, listing under $1 million in both assets and liabilities. The Debtor was represented by Anne Penachio, Esq. The case was converted to Chapter 7 in April 2024. Yann Geron is the Chapter 7 trustee. DENTISTRY BY DESIGN: Samuel Dawidowicz Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Samuel Dawidowicz as Subchapter V trustee for Dentistry by Design, P.C. Mr. Dawidowicz will be paid an hourly fee of $525 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dawidowicz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Samuel Dawidowicz 215 East 68th Street New York, NY 10065 Phone: (917) 679-0382 About Dentistry by Design Dentistry by Design P.C., formerly known as Walt Whiman Family Dental P.C., offers a comprehensive array of cosmetic, general, and preventative dental procedures. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-74271) on November 8, 2024, with $45,036 in assets and $2,022,966 in liabilities. Dr. Joseph Ayoub, owner and president, signed the petition. Judge Louis A. Scarcella presides over the case. Alex E. Tsionis, Esq., at the Law Offices of Avrum J. Rosen, PLLC represents the Debtor as bankruptcy counsel. DESTINATIONS TO RECOVERY: Hires Bensamochan Law Firm as Counsel --------------------------------------------------------------- Destinations To Recovery, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ The Bensamochan Law Firm, Inc. as counsel. The firm's services include: a. advising the Debtor about the requirements of the Bankruptcy Court, the Bankruptcy Code, the Bankruptcy Rules, and the Office of the United States Trustee as they pertain to the Debtor; b. advising the Debtor about certain rights and remedies of the Debtor's bankruptcy estate and the rights, claims, and interests of the creditors; c. representing the Debtor in any proceeding or hearing in the Bankruptcy Court involving the Debtors' estate, unless the Debtor is represented in such proceeding or hearing by other special counsel; d. conducting examinations of witnesses, claimants, or adverse parties and representing the Debtors in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of proposed counsel's expertise or which is beyond Mr. Bensamochan' s staffing capabilities; e. preparing and assisting the Debtor in his preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, monthly operating reports, quarterly reports, other motions, etc. f. assisting the Debtor in the negotiation, formulation, preparation, and ultimate confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and g. performing any other services which may be appropriate in the firm's representation of the Debtors during the Debtors' bankruptcy case. The current hourly billing rate for Mr. Bensamochan is $425 per hour. The Debtor paid the firm a retainer of $20,000. Eric Bensamochan is a "disinterested person" as defined by section 101(14) of the Bankruptcy Code. Eric Bensamochan, Esq. The Bensamochan Law Firm Inc 9025 Wilshire Blvd, Ste 215 Beverly Hills, CA 90211-1825 Phone: (818) 574-5740 Fax: (818) 961-0138 Email: eric@eblawfirm.us About Destinations To Recovery, LLC Destinations To Recovery, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 1:24-bk-11877-MB) on Nov. 8, 2024, disclosing under $1 million in both assets and liabilities. The Debtor hires The Bensamochan Law Firm, Inc. as counsel. DESTINATIONS TO RECOVERY: Mark Sharf Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for Destinations to Recovery, LLC. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About Destinations to Recovery Destinations to Recovery, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11877) on November 8, 2024, with $500,001 to $1 million in assets and liabilities. Judge Martin R. Barash presides over the case. Eric Bensamochan, Esq., at The Bensamochan Law Firm, Inc. represents the Debtor as bankruptcy counsel. DLD3 CARTS: Court Approves Interim Use of Cash Collateral --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona granted DLD3 Carts, LLC and San Tan Manufacturing, LLC permission to use cash collateral on an interim basis. The interim order authorized the companies to use cash collateral for operating expenses from Nov. 3 to Dec. 15, within their projected budget, with a 15% variance allowed. Senior lenders, TrustBank/SBA and Capstone, were granted replacement liens on existing and future assets of the companies as adequate protection for the use of cash collateral. DLD3 Carts and San Tan Manufacturing were ordered to pay $3,000 to Fox Capital Group this month and another $3,000 by Dec. 15. The use of cash collateral will terminate upon conversion or dismissal of the bankruptcy case or on Dec. 15, unless extended. The next hearing is scheduled for Dec. 10. About DLD3 Carts LLC DLD3 Carts, LLC is in the business of new and pre-owned golf carts sales and service. DLD3 Carts and its affiliate, San Tan Manufacturing, LLC, filed Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 24-04998) on June 21, 2024. At the time of the filing, DLD3 Carts reported $500,001 to $1 million in assets and $1 million to $10 million in liabilities while San Tan Manufacturing reported $50,001 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Paul Sala presides over the cases. Warren J. Stapleton, Esq., at Osborn Maledon, P.A., represents the Debtors as legal counsel. DOUBLE EAGLE: S&P Alters Outlook to Negative, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B-' issuer credit rating on Double Eagle Buyer Inc. (doing business as Restaurant Technologies). S&P's issue-level ratings are unchanged. The negative outlook reflects S&P's expectation for continued cashflow deficits, which could constrain liquidity. The outlook revision results from persistent cash burn from high capital spending. The company has won new clients, so it has allocated spending to new equipment installations, which has driven capital expenditure (capex) to about $80 million leading to free operating cashflow deficits. S&P said, "We previously expected this spending would be accretive to earnings although at a lag, but the upside has been limited because volatile UCO prices have offset growth in fresh oil delivery. We now forecast cash flow declines will persist. Still, most of the capex is spent on growth, and we believe management has the flexibility to pare this down." Increases in business volume and contract wins support revenue growth but UCO volatility remains a risk. S&P said, "We believe new installations and a favorable pipeline will drive low-teens revenue growth in its fresh oil delivery segment. We also expect UCO prices to moderate as tax incentives and favorable regulation support pricing. Most of the company's revenues are from oil installations and while UCO price volatility has dampened overall growth, the company's other segments have expanded in the low-teens area. The company won major contracts in the past year, which we expect to improve margins to 11.8% from 10.9% last year. A risk to our forecast is volatility in UCO prices that could weigh on earnings and cash flow." Restaurant Technologies' ongoing cash flow deficits amid a high interest rate environment could worsen its liquidity position. As the cash burn persists, S&P expects liquidity will continue to decline and the company will withdraw on its revolver to fund operations. This year, the company issued a $75 million term loan to repay its revolver, which improved its liquidity position. S&P said, "The negative outlook reflects that we could lower our ratings on Restaurant Technologies if UCO downward volatility weighs on operating performance and its cash flow deficits are greater than we anticipate, rendering its capital structure unsustainable. "We could lower our rating if weaker-than-expected operating performance results in sustained free operating cash flow (FOCF) deficits, liquidity deteriorates below $50 million, or we consider the capital structure to be unsustainable." This could occur through: -- Continued use of the revolver to fund growth capex and interest payments; -- EBITDA interest coverage below 1.5x; -- Elevated capex requirements with limited earnings benefit; or -- Debt-funded dividends. S&P could revise its outlook to stable if; -- The company demonstrates strong operating performance, such that S&P Global Ratings-adjusted leverage trends toward 7x and FOCF turns positive. -- S&P believes there is minimal risk of a leveraging event, including large debt-funded dividends. EDKEY INC: S&P Cuts 2016 Rev. Bonds Rating to 'B+', On Watch Neg. ----------------------------------------------------------------- S&P Global Ratings lowered its rating on Pima County Industrial Development Authority, Ariz.'s series 2016 education facility revenue bonds issued on behalf of multiple separate limited liability companies, of which the sole member of each is Edkey Inc. (charter school operator), to 'B+' from 'BB-' and placed it on CreditWatch with negative implications. "The downgrade and CreditWatch placement follows sharp enrollment declines aggregating to approximately 45% over the past three years, driving weakened operating performance and unrestricted liquidity based on preliminary fiscal 2024 results, as well as the removal of key senior management personnel last week by Edkey's corporate board of directors last week which, in our view, adds further risk given a lack of stability in leadership during a time of financial pressure," said S&P Global Ratings credit analyst Jesse Brady. ELENAROSE CAPITAL: Unsecureds to Get $100K per Year for 3 Years --------------------------------------------------------------- ElenaRose Capital LLC and affiliates filed with the U.S. Bankruptcy Court for the Southern District of Indiana a Combined Disclosure Statement describing Combined Chapter 11 Plan of Reorganization dated October 15, 2024. The Debtors are all affiliates of one another. ElenaRose is a holding company that owns 90% of Transport Acquisitions. Transport Acquisitions is a holding company that owns 100% of EBT, Buchta Leasing, and WBF. EBT, Buchta Leasing, and WBF are the operating entities which, among other things, provide bulk, dry van, and pneumatic transport services to its customers. Since early 2023, the price of coal has significantly increased, resulting in customers reducing their use of coal. Because EBT, Buchta Leasing, and WBF relied heavily on the transportation of coal to generate revenue, the decreased revenue from customers reduction in coal use caused cash flow issues and necessitated Debtors' bankruptcy. While at this time Debtors do not have an agreement in place with their primary creditors, Debtors are filing this Plan based on ongoing discussions and negotiations with Peapack Capital Corporation and will continue to work with Peapack Capital Corporation and the KTB Parties to determine if a consensual plan can be reached. To the extent that an agreement can be reached, Debtors anticipate that an amended plan will be filed. Class 4 consists of Unsecured Claims. The Claimants holding Unsecured Claims shall receive a pro-rata share from Debtors' Disposable Income over the three-year term of the Plan, an annual payment of $100,000.00 beginning on the first day of the twelfth month following the Effective Date and annually thereafter (the "Annual Payment"), at which time the remaining amount of their Claim shall be discharged. In addition to the Annual Payment, Claimants holding Unsecured Claims shall also receive the net proceeds, after payment of attorneys' fees and costs, of any recovery actions pursued under §§ 547 through 550 of the Bankruptcy Code. The allowed unsecured claims total $19,456,720.85. The source of funds used in the Plan for payments to Creditors shall be the net monthly income of Debtors for three years resulting from continued, normal business operations of Debtors. Debtors shall contribute all net Disposable Income toward Plan payments; however, Debtors shall reserve a portion of the net Disposable Income to fund a reserve. A full-text copy of the Combined Disclosure Statement dated October 15, 2024 is available at https://urlcurt.com/u?l=2nfU3f from PacerMonitor.com at no charge. Counsel to the Debtors: Weston E. Overturf, Esq. Anthony T. Carreri, Esq. KROGER GARDIS & REGAS, LLP 111 Monument Cir # 900 Indianapolis, IN 46204 Phone: (317) 777-7439 Email: woverturf@kgrlaw.com About ElenaRose Capital ElenaRose Capital LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on Sept. 8, 2023. In the petition signed by Louis Capolino, president/manager, the Debtor disclosed up to $50,000 in assets and up to $10 million. Judge Andrea K. McCord oversees the case. Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, is the Debtor as legal counsel. ENDO INT'L: Bid to Close Certain Chapter 11 Cases Granted --------------------------------------------------------- The Honorable James L. Garrity, Jr. of the United States Bankruptcy Court for the Southern District of New York granted the motion of Patrick J. Bartels, solely in his capacity as the Plan Administrator of the remaining debtors of Endo International plc and its Debtor affiliates, in these chapter 11 cases, for entry of an order: (i) closing certain Chapter 11 cases; (ii) granting final decrees in certain closed Chapter 11 cases; (iii) amending the caption to reflect the new lead case for the remaining cases; and (iv) granting related relief. The "Closing Cases" are the Chapter 11 Cases of the Debtors' listed on Schedule 1 to the proposed order. Charles Elliott Anderson, a self-described opioid claimant, filed the only objection to the Motion. He is acting pro se in this matter. Mr. Anderson contends that he has suffered permanent physical injuries due to the prescriptions of opioid medications manufactured and marketed by Endo. He argues that the Motion is premature and seeks relief that will unfairly prejudice his rights to seek full compensation for his injuries. Mr. Anderson asserts that he and other opioid claimants have been victimized by the lengthy and time-consuming claims process associated with the Chapter 11 Cases. Mr. Anderson also objects to changing the name of the lead case. He says that amending the case caption will give rise to another claim resolution process to the prejudice of opioid claimants. He asks the Court to deny the Motion and allow for "individual settlement" of his opioid claim. The Court considers the merits of the Objection in light of Mr. Anderson's status as a pro se litigant. The Court overrules the Objection and grants the Motion. According to the Court, the name change will have no impact on the claims resolution process and will not impact the timing of payments to creditors holding Allowed Claims. As the Plan Administrator correctly contends, the request to change the lead case and update the case caption is for administrative purposes only. There are no grounds for the Court to direct that Mr. Anderson's claim be settled as a condition to its consideration of the Motion. As the Plan Administrator confirms, all claims will continue to be administered in accordance with the Plan and the Trust Documents. The Court finds the Plan Administrator has demonstrated grounds under sections 350(a) and 1102 of the Bankruptcy Code to close the Closing Cases. The Court grants that relief. In making that determination, the Court notes that the Remaining Cases will remain open and provide a forum for any disputes that may arise in connection with the distributions and disbursements by the Remaining Debtors on account of any outstanding Allowed Claims. The Court grants the Plan Administrator's requests to change the lead case in the Chapter 11 Cases to In re Branded Operations Holdings, Inc. [Case No. 22-22608] and to amend the caption to reflect the new lead case for the Remaining Cases. The relief that the Plan Administrator seeks fits comfortably within the Court's administrative powers. Courts in this and other districts have granted such relief in similar situations. A copy of the Court's decision is available at https://urlcurt.com/u?l=uUsHEj Counsel to the Plan Administrator Patrick J. Bartels, Esq.: Brian P. Maloney, Esq. Catherine V. LoTempio, Esq. Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 E-mail: maloney@sewkis.com lotempio@sewkis.com About Endo International PLC Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549) on Aug. 16, 2022. On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceutical III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The Company's cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. ENDO INT'L: Former Executives Contest Bankruptcy Clawback Case -------------------------------------------------------------- Randi Love of Bloomberg Law reports that the former executives of Par Pharmaceutical Holdings Inc. have moved to dismiss a bankruptcy trustee's lawsuit over transfers they received before the company's sale to Endo International Plc. They argue that the lawsuit does not demonstrate that the payments were improper. According to Bloomberg Law, the lawsuit aims to recover "stock-based compensation" given to nearly two dozen former Par executives prior to its acquisition by Endo, according to a filing made Monday in the U.S. Bankruptcy Court for the Southern District of New York. The executives argue the case should be dismissed, claiming it lacks evidence that the payments were excessive, improperly valued, or otherwise unjustified, states report. About Endo International PLC Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549) on Aug. 16, 2022. On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceutical III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The Company's cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. ENVISION ORTHOPEDIC: Gets Interim OK to Use Cash Collateral ----------------------------------------------------------- Envision Orthopedics & Spine, LLC received fourth interim approval from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral. The interim order authorized the company to use cash collateral for necessary expenses in accordance with its projected budget, with a 10% line-item variance allowed. The interim order directed the company to provide First Citizens Bank with adequate protection in the form of a replacement lien on the company's post-petition assets. The replacement liens will have the same priority as the bank's pre-bankruptcy liens. In addition, Envision was ordered to make payments to First Citizens Bank equal to what would be owed under their loan agreement. The company's use of cash collateral will terminate immediately if certain conditions are met, including failure to comply with the order, failure to make required payments, or actions against First Citizens' liens. A final hearing will take place on Dec. 5. About Envision Orthopedics and Spine Envision Orthopedics and Spine LLC is a full-service spine and orthopedic care treatment center serving the Southeast. Envision Orthopedics and Spine LLC and its affiliates sought relief under the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-20846) on July 14, 2024. In the petitions signed by James L. Chappuis MD, CEO, Envision Orthopedics and Spine disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge James R. Sacca oversees the cases. The Debtors tapped William B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC as bankruptcy counsel and Lauren Warner, Esq., at Chilivis, Grubman, Warner & Berry, LLP as special counsel. EXACTECH INC: Committee Hires White & Case as Independent Counsel ----------------------------------------------------------------- The Special Committee of the Boards of Directors of Debtors Osteon Intermediate Holdings, II, Inc., Exactech Inc., and XpandOrtho, Inc. (collectively, the "OpCo Debtors") seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ White & Case LLP as independent counsel. The firm will render independent services on behalf of and at the direction of the Special Committee as it relates to matters in which a conflict of interest or potential conflict of interest exists between the OpCo Debtors, on the one hand, and TPG Inc. and any of its non-debtor affiliates, on the other hand. The firm will be paid at these rates: Partners $1,510 to $2,300 per hour Counsels $1,470 per hour Associates $795 to $1,430 per hour Paraprofessionals $345 to $650 per hour The firm received an advance payment retainers from the OpCo Debtors in the aggregate amount of $1,850,000. Consistent with paragraph D.1 of the U.S. Trustee Guidelines, Mr. Pesce provides the following information in further support of the Application: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Effective as of August 12, 2024, White & Case began its representation of the Special Committee pursuant to the Engagement Agreement. White & Case's billing rates and material financial terms have not changed between its prepetition and postpetition engagement. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, the Special Committee has approved White & Case's prospective budget and staffing plan for the initial stages of these chapter 11 cases. Recognizing that unforeseeable events may arise in large chapter 11 cases, the Special Committee and White & Case may need to refine and supplement the budget and staffing plan as necessary. The budget and staffing plan are intended as estimates and not as caps or limitations on fees or expenses that may be incurred or on the professionals or paraprofessionals who may advise the Special Committee in these chapter 11 cases. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Gregory F. Pesce, Esq., a partner at White & Case 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: Gregory F. Pesce, Esq. White & Case LLP 111 South Wacker Drive, Suite 5100 Chicago, IL 60606 Tel: (312) 881-5400 About Exactech, Inc. Exactech Inc. -- https://www.exac.com/ -- is a joint-replacement implant manufacturer owned by TPG Capital. Exactech Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12441) on October 29, 2024. In the petition filed by Donna H. Edwards, as general counsel and senior vice president, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. Young Conaway Stargatt & Taylor, LLP serves as as co-counsel. Riveron Management Services, LLC as chief restructuring officer. Centerview Partners LLC as investment banker. Kroll Restructuring Administration LLC as administrative advisor. EXACTECH INC: Hires Centerview Partners as Investment Banker ------------------------------------------------------------ Exactech, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Centerview Partners LLC as investment banker. The firm's services include: a. General Financial Advisory and Investment Banking Services: i. familiarize itself with the business, operations, properties, financial condition, and prospects of the Debtors; ii. review the Debtors' financial condition and outlook; iii. assist the Debtors in the development of financial data and presentations to the Debtors' Board of Directors, various creditors, and other parties; iv. evaluate the Debtors' debt capacity and capital structure alternatives; v. participate in negotiations among the Debtors, and related creditors, suppliers, lessors, and other interested parties with respect to any of the transactions contemplated by the Engagement Letter; and vi. perform such other financial advisory services as may be specifically agreed upon in writing by the Debtors and Centerview. b. Restructuring Services: i. analyze various Restructuring 4 scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of those stakeholders impacted by the Restructuring; ii. provide financial and valuation advice and assistance to the Debtors in developing and seeking approval of a chapter 11 plan of reorganization or liquidation (as the same may be modified from time to time, a "Plan"); iii. provide financial advice and assistance to the Debtors in structuring any new securities to be issued pursuant to the Restructuring; iv. assist the Debtors and/or participate in negotiations with entities or groups affected by the Restructuring; and v. if requested by the Debtors, participate in hearings before the Court with respect to the matters upon which Centerview has provided advice, including, as relevant, coordinating with Debtors' proposed counsel with respect to expert reports or testimony in connection therewith. c. Financing Services: i. provide financial advice and assistance to the Debtors in structuring and effecting a Financing, 6 identifying potential Investors and, at the Debtors' request, contacting such Investors; and ii. assist in the arranging of a Financing, the due diligence process and negotiating the terms of any proposed Financing. d. Sale Services: i. provide financial advice and assistance to the Debtors in connection with any Sale 7 , identifying potential acquirors and, at the Debtors' request, contacting such potential acquirors; and ii. assist the Debtors and/or participate in negotiations with potential acquirors. The firm will be paid as follows: i. A monthly financial advisory fee of $150,000 (the "Monthly Advisory Fee"), the first of which shall be due and paid by the Debtors upon any chapter 11 petition filing by the Debtors and thereafter on each monthly anniversary thereof during the term of Centerview's engagement. 50% of the amount of any Monthly Advisory Fees paid to Centerview will be credited (but only once) against any Restructuring Fee and/or Sale Fee payable to Centerview pursuant to subparagraph 2(b) and/or 2(d) of the Engagement Letter. ii. If at any time during the term of Centerview's engagement or within the 12 full months following the termination of this engagement (the "Tail Period", and together with the term of this engagement, the "Fee Period"), (1) the Debtors consummates any Restructuring or (2) the Debtors enter into an agreement in principle, definitive agreement or Plan to effect a Restructuring, and at any time (including following the expiration of the Fee Period), any Restructuring is consummated, Centerview shall be entitled to receive a transaction fee (the "Restructuring Fee"), contingent upon the consummation of such Restructuring and payable at the closing thereof equal to $4,750,000. iii. If at any time during the Fee Period, (1) the Debtors consummate any Financing or (2) the Debtors receive and accept written commitments for one or more Financings (the execution by a potential financing source and the Debtors of a commitment letter shall be deemed to be the receipt and acceptance of such written commitment) the Debtors will pay to Centerview 1.00% of the aggregate amount of financing commitments of any debtor-in-possession financing (the "Financing Fee"). iv. If at any time during the term of this engagement or within the twelve full months following the Fee Period, (1) the Debtors consummate any Sale or (2) the Debtors enter into an agreement in principle, definitive agreement or Plan to effect a Sale, and at any time (including following the expiration of the Fee Period), any such Sale is consummated, Centerview shall be entitled to receive a sale fee (a "Sale Fee"), contingent upon the consummation of a Sale and payable at the closing thereof equal to 1.45% of Aggregate Consideration. Karn Chopra, a partner at Centerview 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 at: Karn Chopra Centerview Partners LLC 31 West 52nd Street, 22nd Floor New York, NY 10019 Tel: (212) 380-2650 About Exactech, Inc. Exactech Inc. -- https://www.exac.com/ -- is a joint-replacement implant manufacturer owned by TPG Capital. Exactech Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12441) on October 29, 2024. In the petition filed by Donna H. Edwards, as general counsel and senior vice president, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. Young Conaway Stargatt & Taylor, LLP serves as as co-counsel. Riveron Management Services, LLC as chief restructuring officer. Centerview Partners LLC as investment banker. Kroll Restructuring Administration LLC as administrative advisor. EXACTECH INC: Hires Riveron Management, Designates Mr. York as CRO ------------------------------------------------------------------ Exactech, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Riveron Management Services, LLC to designate Jesse York as chief restructuring officer. The firm's services include: Financial and Cash Management Tasks a. Prepare 13-week cash flows that are integrated with the Company's business plan identifying future liquidity/financing alternatives; and b. Assist with financial management functions including preparation of and review of the annual budget, preparation and review of monthly financial statements, and various financial reporting packages. Business Plans and Transactions a. Evaluate the Company's financial projections and operating plan for the purpose of effectuating a recapitalization or restructuring the Company as appropriate; and b. Develop alternative strategies to assist the Company in negotiations with its stakeholders. Bankruptcy Related Tasks a. Evaluate the short-term Company-prepared cash flows and financing requirements of the Company as it relates to the Company's chapter 11 proceedings; b. Assist the Company in its chapter 11 proceedings, including preparation and oversight of its financial statements and schedules related to the bankruptcy process, monthly operating reports, first day pleadings, and other information required in the bankruptcy proceedings; c. As appropriate, assist in providing evidentiary declarations and testimony for Court hearings; d. As appropriate, assist the Company in obtaining Court approval for use of cash collateral or other financing including developing DIP/cash collateral budgets, forecasts, and information; e. As appropriate, assist the Company with respect to its bankruptcy-related claims management and reconciliation process; f. As appropriate, assist the Company in development of a plan of reorganization, including preparation of a liquidation analysis, historical financial data, and projections; and g. Assist management, where appropriate, in communications and negotiations with other constituents critical to the successful execution of the Company's bankruptcy proceedings. General a. Assist the Company in communications with key constituents, as requested, including lenders, equity holders, and other stakeholders; and b. Other services as directed by the Company and as agreed to by Riveron. The firm will be paid at these rates: Jesse York, CRO $800 per hour Brad Goldsmith, Restructuring Support $620 per hour Jack O'Shea, Restructuring Staff $565 per hour John Boutton, Restructuring Staff $550 per hour Ryan Herdler, Restructuring Staff $550 per hour Prior to the Petition Date, the firm received an initial retainer from the Debtors in the amount of $250,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jesse York, a managing director at Riveron RTS, 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: Jesse York Riveron RTS, LLC 461 Fifth Avenue 12th Floor New York, NY 10017 Tel: (212) 974-7652 Email: jesse.york@riveron.com About Exactech, Inc. Exactech Inc. -- https://www.exac.com/ -- is a joint-replacement implant manufacturer owned by TPG Capital. Exactech Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12441) on October 29, 2024. In the petition filed by Donna H. Edwards, as general counsel and senior vice president, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. Young Conaway Stargatt & Taylor, LLP serves as as co-counsel. Riveron Management Services, LLC as chief restructuring officer. Centerview Partners LLC as investment banker. Kroll Restructuring Administration LLC as administrative advisor. EXACTECH INC: Seeks to Hire PwC as Tax Service Provider ------------------------------------------------------- Exactech, 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 consulting services provider. The firm will provide these services: -- prepare income tax calculations which illustrate the potential significant U.S. federal and state income tax effects of the proposed Restructuring Plan based on inputs and assumptions (all non-tax and certain tax related) provided by Exactech, as requested; -- assist Exactech by preparing federal and state income tax analyses relating to cancellation of debt ("COD") income, including analyses under IRC Section 108, as requested; -- prepare or comment on asset tax basis calculations, as requested; -- prepare or comment on stock tax basis calculations, as requested; -- prepare a slide deck that overviews the significant U.S. federal and state income tax consequences of the Restructuring Plan, as requested; -- prepare technical memoranda regarding mutually agreed tax issues of the Restructuring Plan, as requested; -- prepare ownership change analysis under Internal Revenue Code (IRC) Section 382, Section 382 limitation calculations, and net unrealized built-in gain or loss analysis based upon inputs and assumptions you provide, as requested; -- comment on transaction cost analysis for transaction fees related to the Restructuring Plan, as requested; -- participate in meetings as Exactech's tax advisor (e.g., conference calls and/or in person meetings), as requested; -- gain an understanding of Exactech's intercompany debt and consider the income tax implications of maintaining or eliminating such debt, as requested; -- read and comment on the tax matters with respect to the Restructuring Plan legal agreements prepared by Exactech and/or external Exactech's legal counsel, as requested. Exactech's legal counsel will draft all legal documentation and agreements associated with the project; -- assist Exactech in analyzing state and local direct and indirect tax matters related to disposition of claims by state taxing authorities, including: (i) Assessing accuracy of proof of claims based on historic tax filings and information you otherwise make available; (ii) create a matrix of responsible person rules by state; (iii) assist in the bifurcation of state proof of claims as either pre-petition or post-petition, as requested; -- assist Exactech in analyzing non-U.S. tax matters relating to the Restructuring Plan, including creating a matrix of responsible person rules for relevant jurisdictions, as requested; -- assist in the review and provide advice and assistance to Exactech during Exactech's resolution of U.S. federal and state tax audits relating to the Restructuring Plan, as requested; -- provide other U.S. federal, state and local, and non-U.S. tax consulting, advice, research, planning, and analysis as may be necessary, desirable, or requested from time to time by the Exactech, as requested. The firm will be paid at these rates: Partner $987 to $1,197 per hour Director $751 to $1,076 per hour Senior Manager $719 to $1,027 per hour Manager $641 to $996 per hour Senior Associate $546 to $857 per hour Associate $431 to $669 per hour Pre-Petition the Debtors paid PwC US Tax retainers totaling $600,000 of which $523,955 was paid for Professional Services completed prepetition and $76,045 remains as of the Petition Date to be applied against approved post-petition fees for such post-petition Professional Services. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick Awbrey, 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: Patrick Awbrey PwC US Tax LLP 1075 Peachtree Street, Suite 2600 Atlanta, GA 30309 Tel: (678) 419-1000 Fax: (678) 419-1239 About Exactech, Inc. Exactech Inc. -- https://www.exac.com/ -- is a joint-replacement implant manufacturer owned by TPG Capital. Exactech Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12441) on October 29, 2024. In the petition filed by Donna H. Edwards, as general counsel and senior vice president, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. Young Conaway Stargatt & Taylor, LLP serves as as co-counsel. Riveron Management Services, LLC as chief restructuring officer. Centerview Partners LLC as investment banker. Kroll Restructuring Administration LLC as administrative advisor. EXACTECH INC: Seeks to Hire Young Conaway Stargatt as Co-Counsel ---------------------------------------------------------------- Exactech, 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 counsel. The firm's services include: a. providing legal advice and services regarding the Local Rules and local practices and procedures and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of the Debtors' chapter 11 cases, bearing in mind that the Court relies on co-counsel such as Young Conaway to be involved in all aspects of each bankruptcy proceeding; b. reviewing, commenting, and/or preparing drafts of documents to be filed with the Court as co-counsel to the Debtors; c. appearing in Court, at any meeting with the United States Trustee for the District of Delaware (the "U.S. Trustee"), and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel; d. performing various services in connection with the administration of the Debtors' chapter 11 cases, including, without limitation: (i) preparing agendas, certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings; (ii) monitoring the docket for filings and coordinating with Ropes & Gray LLP ("R&G") on pending matters that need responses; (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with the same; (iv) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these chapter 11 cases; and (v) coordinating with R&G on any necessary responses to the same; and e. performing all other services assigned by the Debtors, in consultation with R&G, to Young Conaway as co-counsel to the Debtors. The firm will be paid at these rates: Kevin A. Guerke $1,080 per hour Ryan M. Bartley $985 per hour Elizabeth S. Justison $850 per hour Andrew A. Mark $565 per hour Brynna M. Gaffney (law clerk) $440 per hour Brenda Walters (paralegal) $385 per hour Young Conaway received an initial retainer of $150,000 on September 3, 2024 and an additional retainer of $50,000 on October 6, 2024. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan M. Bartley, Esq., a partner at Young Conaway Stargatt & Taylor, 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: Ryan M. Bartley, Esq. Elizabeth S. Justison, Esq. Andrew A. Mark, Esq. Young Conaway Stargatt & Taylor, LLP 1000 North King Street Rodney Square Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: rbartley@ycst.com ejustison@ycst.com amark@ycst.com About Exactech Inc. Exactech Inc. -- https://www.exac.com/ -- is a joint-replacement implant manufacturer owned by TPG Capital. Exactech Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12441) on October 29, 2024. In the petition filed by Donna H. Edwards, as general counsel and senior vice president, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. Young Conaway Stargatt & Taylor, LLP serves as as co-counsel. Riveron Management Services, LLC as chief restructuring officer. Centerview Partners LLC as investment banker. Kroll Restructuring Administration LLC as administrative advisor. EXACTECH INC: Taps Kroll Restructuring as Administrative Advisor ---------------------------------------------------------------- Exactech, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kroll Restructuring Administration LLC as administrative advisor. The firm will render 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; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' 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 Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. The firm will be paid at these rates: Analyst $35 to $60 per hour Technology Consultant $50 to $135 per hour Consultant/Senior Consultant $75 to $205 per hour Director $215 to $265 per hour Solicitation Consultant $235 per hour Director of Solicitation $275 per hour Managing Director $300 per hour Prior to the Petition Date, the Debtors paid the firm an advance in the amount of $50,000, which was received by the firm on July 2, 2024. Benjamin Steele, a managing director at Kroll Restructuring Administration, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration, LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Tel: (212) 593-1000 About Exactech, Inc. Exactech Inc. -- https://www.exac.com/ -- is a joint-replacement implant manufacturer owned by TPG Capital. Exactech Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12441) on October 29, 2024. In the petition filed by Donna H. Edwards, as general counsel and senior vice president, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. Young Conaway Stargatt & Taylor, LLP serves as as co-counsel. Riveron Management Services, LLC as chief restructuring officer. Centerview Partners LLC as investment banker. Kroll Restructuring Administration LLC as administrative advisor. EXPRESS GRAIN: UMB Loses Bid to Stay Remand of Wheeler, et al. Suit ------------------------------------------------------------------- Judge Debra M. Brown of the United States District Court for the Northern District of Mississippi denied UMB Bank, N.A.'s motion to stay remand of the case captioned as LAWYER WHEELER, and ASHLEY SELMAN FARMS PARTNERSHIP, PLAINTIFFS V. UMB BANK, N.A.; and HORNE LLP, CASE NO. 4:23-CV-243-DMB-JMV (N.D. Miss.) to the Circuit Court of Leflore County. On November 29, 2023, Lawyer Wheeler and Ashley Selman Farms Partnership filed a complaint in the Circuit Court of Leflore County, Mississippi, against UMB Bank, N.A., and Horne LLP, asserting claims related to their delivery of grain to Express Grain Terminals for which they were never paid, specifically: (1) aiding and abetting fraud by Express Grain; (2) intent, negligence, negligence per se, and gross negligence; (3) negligent misrepresentation; and (4) unjust enrichment. Asserting diversity jurisdiction and, alternatively, bankruptcy jurisdiction, UMB Bank removed the case to the United States District Court for the Northern District of Mississippi on December 29, 2023. The same day, Horne joined in the removal. Regarding diversity jurisdiction, UMB Bank and Horne alleged that Horne was improperly joined. On July 30, 2024, the District Court granted the plaintiffs' motion to remand this case to the Circuit Court of Leflore County based on its determination that Horne was not improperly joined due to ambiguities in Mississippi law as to whether aiding and abetting fraud is a cognizable claim or whether establishing a duty is a required element of such claim. Three days later, UMB Bank filed a motion to stay remand. In requesting a stay of the District Court's remand order, UMB Bank argues that: (1) in a similar case filed against it and Horne where the state court dismissed the aiding and abetting fraud claim against Horne along with all other claims, there is a petition pending in the Mississippi Supreme Court which could "resolve the very question of law that this Court deemed unsettled" so "there could be an ‘intervening change in controlling law;'" (2) "any effort to enforce the one-year rule [to remove under 28 U.S.C. Sec. 1446(c)(1)] will prejudice [it] 1f a stay is not granted" because "any removal would have to occur by November 29, 2024;" (3) a stay will not prejudice the plaintiffs because either way they will have to wait until the Mississippi Supreme Court decides the pending petition; and (4) denying a stay risks judicial inefficiency. According to the District Court, because there is no dispute that at the time of removal, the status of Mississippi law on the viability and/or elements of an aiding and abetting fraud claim was uncertain, the remand order will not be stayed. The District Court rejects UMB Bank's conclusory claim of prejudice if a stay is not granted before November 29, 2024 —- when, according to UMB Bank, its one-year period to remove under Sec. 1446(c) expires. UMB Bank cites no authority to support such a prejudice finding. And the District Court sees no undue prejudice to UMB Bank when the state court 1s equally if not more capable of addressing the solely state law claims in the plaintiffs' complaint, regardless of any later determination by the Mississippi Supreme Court as to the maintenance of an aiding and abetting fraud claim. A copy of the Court's decision is available at https://urlcurt.com/u?l=Ayauwd About Express Grain Terminals Greenwood, Mississippi-based Express Grain Terminals, LLC, produces soy products such as oil and biodiesel. Express Grains Terminals and its affiliates, Express Biodiesel, LLC and Express Processing, LLC, sought Chapter 11 protection (Bankr. N.D. Miss. Lead Case No. 21-11832) on Sept. 29, 2021. At the time of the filing, Express Grains Terminals listed up to $50 million in assets and up to $100 million in liabilities. Judge Selene D. Maddox oversees the cases. The Law Offices of Craig M. Geno, PLLC, is the Debtors' legal counsel. UMB Bank, N.A., the Debtors' lender, is represented by Spencer Fane, LLP. On March 24, 2023, the court confirmed the Debtor's Chapter 11 plan of liquidation. Heather Williams was appointed as the liquidating trustee. FAIRFIELD SENTRY: Credit Suisse Loses Bid to Dismiss Adversary Case ------------------------------------------------------------------- The Honorable John P. Mastando III of the United States Bankruptcy Court for the Southern District of New York denied Credit Suisse AG's motion to dismiss the fifth amended complaint in the case captioned as FAIRFIELD SENTRY LTD. (In Liquidation), et al., Plaintiffs, v. ABN AMRO SCHWEIZ AG a/k/a AMRO (SWITZERLAND) AG, et al., Defendants, Adv. Pro. No. 10-03636 (JPM) (Bankr. S.D.N.Y.). This adversary proceeding was filed on September 21, 2010. Kenneth M. Krys and Greig Mitchell, in their capacities as the duly appointed Liquidators and Foreign Representatives of Fairfield Sentry Limited (In Liquidation), Fairfield Sigma Limited (In Liquidation), and Fairfield Lambda Limited (In Liquidation) filed the Amended Complaint on August 12, 2021. Via the Amended Complaint, the Liquidators seek the imposition of a constructive trust and recovery of over $1.7 billion in redemption payments made by Sentry, Sigma, and Lambda to various entities known as the Citco Subscribers. Of that amount, Defendant allegedly received over $3.93 million through redemption payments from its investment in Sentry and Sigma. This adversary proceeding arises out of the decades-long effort to recover assets of the Bernard L. Madoff Investment Securities LLC Ponzi scheme. The Citco Subscribers allegedly invested, either for their own account or for the account of others, into several funds -- including Sentry, Sigma, and Lambda -- that channeled investments into BLMIS. Fairfield Sentry was a direct feeder fund in that it was established for the purpose of bringing investors into BLMIS, thereby allowing Madoff's scheme to continue. Fairfield Sigma and Lambda, in contrast, were indirect feeder funds, established to facilitate investment in BLMIS through Fairfield Sentry for foreign currencies. BLMIS used investments from feeder funds, like the Fairfield Funds, to satisfy redemption requests from other investors in the scheme. Without new investors, BLMIS would have been unable to make payments to those who chose to withdraw their investments, and the scheme would have fallen apart. The Amended Complaint alleges that investors received payments on account of their shares in the Fairfield Funds based on a highly-inflated Net Asset Value. The Citco Subscribers and the beneficial shareholders were allegedly such investors. Id. To calculate the NAV, administrators used statements provided by BLMIS that showed "securities and investments, or interests or rights in securities and investments, held by BLMIS for the account of Sentry." In fact, no securities were ever bought or sold by BLMIS for Sentry, and none of the transactions on the statements ever occurred. The money sent to BLMIS by the Fairfield Funds for purchase of securities was instead used by Bernard Madoff to pay other investors or was "misappropriated by Madoff for other unauthorized uses." The NAVs were miscalculated, and redemption payments were made in excess of the true value of the shares. The Fairfield Funds were either insolvent when the redemption payments were made or were made insolvent by those payments. The Amended Complaint alleges that the Citco Subscribers, including the purported agents of CSAG, "had knowledge of the Madoff fraud, and therefore knowledge that the Net Asset Value was inflated" when the redemption payments were made. The Amended Complaint further asserts that, while receiving redemption payments, the Citco Subscribers "uncovered multiple additional indicia that Madoff was engaged in some form of fraud" but turned a blind eye, and accepted millions of dollars while willfully ignoring or, at the very least, recklessly disregarding the truth in clear violation of the law of the British Virgin Islands. These indicia included verification that there was no "independent confirmation that BLMIS-held assets even existed," Madoff's failure to segregate duties, and BLMIS's "employing an implausibly small auditing firm" rather than a reliable auditor. In the face of red flags such as these, the Citco Subscribers and other Citco entities purportedly "quietly reduced their own exposure to BLMIS through the Funds, and significantly increased their Custodian fees to offset the risk." Defendant has moved to dismiss the Amended Complaint for lack of personal jurisdiction, arguing that the Amended Complaint has not sufficiently alleged minimum contacts with the forum to establish personal jurisdiction over Defendant and that exercising personal jurisdiction would be unreasonable. The Court finds Defendant's contacts with the United States, in investing in and in communications with the Fairfield Funds, form a "sufficiently close link" between the defendant, the forum and the litigation concerning Defendant's activities in the forum. Defendant also has alleged that other forums may be able to hear the claims. What it has not done is demonstrate how this forum would fail to provide effective relief. Defendant does not explain what interest is impaired by precluding adjudication in another forum or why that interest outweighs other factors in favor of exercising jurisdiction. The Defendant has not established that the Court's exercise of personal jurisdiction over it would be unreasonable. The Court thus finds that exercising jurisdiction over the Defendant is reasonable and comports with traditional notions of fair play and substantial justice. A copy of the Court's decision is available at https://urlcurt.com/u?l=0XuMW7 Attorneys for Credit Suisse AG: William J. Sushon, Esq. O'MELVENY & MYERS LLP 1301 Avenue of the Americas, Suite 1700 New York, NY 10019 E-mail: wsushon@omm.com Attorneys for the Plaintiffs Joint Liquidators: Jeffrey L. Jonas, Esq. David J. Molton, Esq. Marek P. Krzyzowski, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 E-mail: jjonas@brownrudnick.com dmolton@brownrudnick.com mkrzyzowski@brownrudnick.com About Fairfield Sentry Fairfield Sentry Limited is being liquidated under the supervision of the Commercial Division of the High Court of Justice in the British Virgin Islands. It is one of the funds owned by the Fairfield Greenwich Group, an investment firm founded in 1983 in New York. Fairfield Sentry and other Greenwich funds had among the largest exposures to the Bernard L. Madoff fraud. Fairfield Sentry became the subject of a BVI liquidation, and a BVI court appointed Kenneth M. Krys and Greig Mitchell as Liquidators and Foreign Representatives of Fairfield Sentry and Fairfield Sigma under BVI law. The Liquidators then sought recognition of the BVI liquidation as a foreign main proceeding by filing petitions under Chapter 15 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 10-13164) on June 14, 2010 in the Southern District of New York. The Bankruptcy Court entered an order granting recognition of the Fairfield Sentry case on July 22, 2010, enabling the Liquidators to use the U.S. Bankruptcy Court to protect and administer Fairfield Sentry's assets in the U.S. FCA CONSTRUCTION: Court Dismisses Suit v. Southstar Financial ------------------------------------------------------------- Judge Meredith S. Grabill of the United States Bankruptcy Court for the Eastern District of Louisiana denied Southstar Financial, LLC's motion to dismiss the case captioned as FCA CONSTRUCTION LLC, PLAINTIFF, V. SOUTHSTAR FINANCIAL, LLC, DEFENDANT, ADV. NO. 24-1007 (Bankr. E.D. La.). FCA and certain of its affiliates are in the construction business. During the COVID-19 pandemic, FCA obtained an Economic Injury Disaster Loan from the Small Business Administration and an SBA 7(a) loan through Newtek Small Business Finance, LLC. SBA and Newtek received first-priority and second-priority liens on all of FCA's assets, respectively. In need of additional capital, FCA and the FCA Affiliates entered into a series of factoring documents with Southstar on December 12, 2022, which granted Southstar a standing option to purchase certain of FCA's and FCA Affiliates' accounts receivables at a discount, thereby providing FCA and the FCA Affiliates with immediate cash. The parties executed a total of three agreements, including a Non-Recourse Factoring and Security Agreement. Under the Factoring Agreement, Southstar had the right to purchase accounts receivable from FCA at "an amount up to eighty percent (80%) of the face amount thereof, or such lesser percentage as Southstar and FCA shall agree upon". On August 29, 2023, FCA and the FCA Affiliates filed a Complaint against Southstar in the U.S. District Court for the Eastern District of Louisiana, asserting state law causes of action against Southstar related to the Factoring Agreement. Upon Southstar's motion, the EDLA transferred that case to the U.S. District Court for the District of South Carolina, where it is currently pending. In sum, Southstar has collected a total of $5,406,819.64 under the Factoring Agreement, approximately $32,000 more than the face value of the accounts receivable purchased by Southstar. But FCA only received $3,173,517.88 in advances and Rebates from Southstar, or approximately 58.6% of the accounts receivable collected under the Factoring Agreement. On April 11, 2024, FCA filed its petition for bankruptcy relief under chapter 11 of the Bankruptcy Code. Along with several other "first-day motions," FCA filed an Emergency Motion For Turnover of Property of the Estate. The Turnover Motion sought: (i) a declaratory judgment that $226,717.39 held by Southstar in escrow is property of FCA's bankruptcy estate (Count 1); and (ii) turnover of those escrowed funds to FCA as a debtor-in-possession pursuant to 11 U.S.C. Sec. 542 (Count 2). On April 23, 2024, FCA filed the adversary proceeding against Southstar seeking the same relief as in the Turnover Motion After a hearing on an emergency motion for a preliminary injunction, the Court consolidated the Turnover Motion within the Adversary Proceeding. On May 28, 2024, FCA filed an Amended Complaint, asserting four additional causes of action against Southstar: (i) avoidance of fraudulent transfers under 11 U.S.C. Sec. 548 (Count 3); (ii) avoidance of preference payments under 11 U.S.C. Sec. 547 (Count 4); (iii) recovery of avoided transfers under 11 U.S.C. Sec. 550 (Count 5); and (iv) disallowance of all Southstar's claims under 11 U.S.C. Sec. 502 (Count 6). Southstar has moved to dismiss all claims asserted in the Amended Complaint under Rules 12(b)(1) and 12(b)(6) of the Federal Rules of Civil Procedure. First, Southstar contends that this Court lacks subject-matter jurisdiction to hear the Turnover Claims because those claims stem from a purely state-law contractual dispute and, therefore, those claims are not "core proceedings" as that term is used in 28 U.S.C. Sec. 157(b). Second, Southstar asserts that FCA's Avoidance and Disallowance Claims do not meet pleading standards required by Rule 8(a) of the Federal Rules of Civil Procedure or Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). The Court finds that it has subject-matter jurisdiction to hear and decide the Turnover Claims alleged in the Complaint (Counts One and Two) and thus denies the Motion To Dismiss to the extent it seeks relief under Rule 12(b)(1). The Court further finds that FCA has adequately pleaded the claims in Counts Three, Four, and Five, and denies the Motion To Dismiss to the extent it seeks dismissal of those claims under Rule 12(b)(6). Finally, the Court denies the Motion To Dismiss as to Count Six as premature. Because the Turnover Claims would arise only in the context of bankruptcy proceedings, the Court finds that the Turnover Claims are "core proceedings" that it may hear and determine on a final basis. For that reason, the Court possesses subject-matter jurisdiction over the Turnover Claims alleged in the Amended Complaint. In Count Three of the Amended Complaint, FCA alleges that the Attorney Fee Charge and the Overpayment that Southstar received constitute constructively fraudulent transfers which FCA is entitled to recover under 11 U.S.C. Sec. 548(a)(1)(B). The Court finds FCA's Amended Complaint sufficiently pleaded that the Attorney Fee Charge and the Overpayment occurred within the two years prior to FCA's petition date. The Amended Complaint also sufficiently pleaded a lack of reasonably equivalent value, the Court adds. The Court finds Amended Complaint also sufficiently pleaded that FCA was insolvent, lacked capital, and intended to incur debts beyond its ability to pay. The Amended Complaint alleges that FCA often faced cash-flow issues, and the factoring arrangement with Southstar was one of the solutions to combat that issue. The Motion To Dismiss is denied as to Count Three, the Court holds. In Count Four of the Amended Complaint, FCA alleges that the Attorney Fee Charge was a preference payment to Southstar which FCA is entitled to avoid under 11 U.S.C. Sec. 547. The Court finds FCA has sufficiently pleaded that the Attorney Fee Charge was made to Southstar who, at the time the transfer was made, was a creditor. According to the Court, FCA has sufficiently pleaded that the Attorney Fee Charge was made on account of an antecedent debt because Southstar charged FCA for attorney's fees that Southstar alleged were owed by FCA under the Factoring Agreement. FCA has sufficiently pleaded that Southstar has received more than it would receive under a chapter 7 liquidation had the Attorney Fee Charge not occurred, the Court finds. The Motion To Dismiss is denied as to Count Four, the Court holds. In Count Five of the Amended Complaint, FCA seeks to recover the Attorney Fee Charge and the Overpayment as avoided transfers pursuant to 11 U.S.C. Sec. 550. The Court finds FCA has sufficiently pleaded in Counts Three and Four that the Attorney Fee Charge and the Overpayment are avoidable under either Sec. 547 or Sec. 548 of the Bankruptcy Code. FCA has sufficiently pleaded that FCA was the initial transferee of each avoidable transfer because Southstar collected directly from FCA's customers, the Court concludes. Lastly, FCA has sufficiently pleaded that Southstar was the entity for whose benefit the transfers were made because it escrowed the amounts collected and charged FCA's account. Thus, the Motion To Dismiss is denied as to Count Five, the Court holds. A copy of the Court's decision is available at https://urlcurt.com/u?l=bdgFe4 About FCA Construction FCA Construction LLC is a general contractor specializing in residential construction and roofing, commercial construction and roofing, disaster recovery, disaster roof replacement, and electrical and mechanical services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-10702) on April 11, 2024, with $3,417,686 in assets as of March 31, 2024 and $7,768,774 in liabilities as of March 31, 2024. Greta Brouphy, Esq., at Heller Draper & Horn, LLC serves as Subchapter V trustee. Judge Meredith S. Grabill presides over the case. Tristan Manthey, Esq. at Fishman Haygood, L.L.P. represents the Debtor as legal counsel. FIELDWOOD ENERGY: Apache Awarded $2.36MM in Fees & Expenses ----------------------------------------------------------- Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas awarded $2,355,347.90 in attorneys' fees and expenses to Apache Corporation in the case captioned as ZURICH AMERICAN INSURANCE COMPANY, et al., Plaintiffs, VS. APACHE CORPORATION, Defendant, ADVERSARY NO. 23-3137 (Bankr. S.D. Tex.). On June 21, 2023, Zurich American Insurance Company, HCC International Insurance Company PLC, Philadelphia Indemnity Insurance Company, and Everest Reinsurance Company sued Apache Corporation in Harris County state court in an attempt to discharge the Sureties' obligations under certain surety bonds and letters of credit issued in Apache's favor pursuant to a decommissioning agreement between Apache and Fieldwood Energy LLC. Apache removed the state court lawsuit to the Bankruptcy Court and moved to enforce an injunction contained in Fieldwood's plan of reorganization. The Bankruptcy Court held that the state court lawsuit violated the plan injunction by raising claims that were released pursuant to the plan and the Court's confirmation order. It declared the state court lawsuit void and permitted Apache to file an application for the attorneys' fees it incurred as a consequence of the Sureties' plan violation. Apache filed an application for compensation on November 14, 2023. The application seeks attorneys' fees in the amount of $2,187,390.60, which is comprised of $830,135.60 billed by Hunton Andrews Kurth LLP, $1,268,457.50 billed by Susman Godfrey L.L.P., and $88,797.50 billed by Bracewell LLP. The application is supported by detailed billing statements and the declarations of partners at the three firms. The application also seeks expenses in the amount of $65,622.26, comprised of $2,798.71 billed by Hunton Andrews Kurth and $62,823.55 billed by Susman Godfrey. The application further seeks compensation for the time expended by Apache personnel in the amount of $218,739.06, supported by the declaration of J. Austin Frost, senior counsel at Apache. The application requests pre- and post-judgment interest. The Sureties filed responses objecting to both Apache's entitlement to fees and expenses and the reasonableness of the amount of fees and expenses requested. Apache seeks an additional $354,426.36 for fees and expenses incurred after the filing of the application. On September 12, 2024, the Bankruptcy Court issued a Memorandum Opinion finding, among other things, that Apache is entitled to the reasonable attorneys' fees and costs incurred as a consequence of the Sureties' violation of the plan injunction. It set an evidentiary hearing to determine the amount of fees and expenses to which Apache is entitled. On October 24, 2024, the Bankruptcy Court held an evidentiary hearing on the dispute. Apache is awarded $2,288,991.43 in attorneys' fees. Apache is also awarded $66,356.47 in expenses. Judge Isgur concludes, "The Sureties' state court lawsuit was an attempted end-run around Fieldwood's plan injunction. Apache suffered losses as a direct consequence of the Sureties' claims. An award of pre-judgment interest would better compensate Apache for the losses it suffered as a consequence of the plan violation. Apache is awarded pre-judgment interest from the date that Apache paid Bracewell's invoice dated August 8, 2023. Post-judgment interest accrues from the date of the award. Apache is entitled to pre- and post-judgment interest at a rate of 4.28% per annum." A copy of the Court's decision is available at https://urlcurt.com/u?l=NxpnIN About Fieldwood Energy Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a portfolio company of Riverstone Holdings focused on acquiring and developing conventional assets, primarily in the Gulf of Mexico region. It is the largest operator in the Gulf of Mexico owning an interest in approximately 500 leases covering over two million gross acres with 1,000 wells and 750 employees. Fieldwood Energy and its 13 affiliates previously sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15, 2018, with a prepackaged plan that would deleverage $3.286 billion of funded by $1.626 billion. On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33948). Mike Dane, senior vice president and chief financial officer, signed the petitions. At the time of the filing, the Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as their legal counsel, Houlihan Lokey Capital, Inc. as investment banker, and AlixPartners, LLP as financial advisor. Prime Clerk LLC is the claims, noticing, and solicitation agent. The first-lien group employed O'Melveny & Myers LLP as its legal counsel and Houlihan Lokey Capital, Inc. as its financial advisor. The RBL lenders employed Willkie Farr & Gallagher LLP as their legal counsel and RPA Advisors, LLC as their financial advisor. Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP and PJT Partners LP as its legal counsel and financial advisor, respectively. On Aug. 18, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. Stroock & Stroock & Lavan, LLP and Conway MacKenzie, LLC, serve as the committee's legal counsel and financial advisor, respectively. FINTHRIVE SOFTWARE: S&P Downgrades ICR to 'SD' on Debt Exchange --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on FinThrive Software Intermediate Holdings Inc. to 'SD' (selective default) from 'CCC' and its issue-level rating on its original first-lien term loan to 'D' from 'CCC'. At the same time, S&P withdrew its ratings on the company's original revolving credit facility. Over the coming weeks, S&P will reassess its issuer credit rating on FinThrive and withdraw its ratings on its first- debt and second-lien debt. The downgrade follows the debt exchange FinThrive executed earlier this month. As part of the transaction, the company repaid its existing revolver and issued new super-priority debt comprising a new $1.8 billion super-priority term loan that includes a new $155 million super-priority revolving credit facility. FinThrive also announced a proposal to issue new first-out (FO), second-out (SO), third-out (TO), and fourth-out (FoO) term loans in a multistep process. The company's current first- and second-lien debtholders will have to take a discount and give up their priority over the new super-priority debt to participate in the FO, SO, TO and FoO term loans. The discount percentage and priority mix changes depend on which step the investors participate in, which will result in varying recoveries for the different groups of existing investors. If FinThrive replaces all of its existing debt with the new capital structure, its total cash interest expense would be slightly lower to its existing annual interest expense (about $165 million). The company has the option to pay payment-in-kind (PIK) interest on the FO tranche, which could improve its liquidity but would also increase its level of total outstanding debt. Following the exchange, S&P believes FinThrive will have stronger liquidity due to its $20 million of projected balance sheet cash and access to the new, fully available $150 million revolving credit facility. Over the coming days, S&P will reassess its issuer credit rating on FinThrive based on its new capital structure. FIREPAK INC: Linda Leali Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as Subchapter V trustee for Firepak Inc. Ms. Leali will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Leali declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Linda M. Leali Linda M. Leali, P.A. 2525 Ponce De Leon Blvd., Suite 300 Coral Gables, FL 33134 Telephone: (305) 341-0671, ext. 1 Facsimile: (786) 294-6671 Email: leali@lealilaw.com About Firepak Inc. Firepak Inc. specializes in the design and layout of fire sprinkler systems, modifications to existing fire sprinkler systems, new installations, tenant build outs, retrofit of existing buildings, and inspections and repairs of all types of fire sprinkler systems. Firepak sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21725) on November 7, 2024, with total assets of $1,454,421 and total liabilities of $2,424,737. Tatiana Marina, chief financial officer of Firepak, signed the petition. Judge Robert A. Mark handles the case. The Debtor is represented by Carlos de Zayas, Esq., at Lydecker, LLP. FIRESTAR DIAMOND: Bhansali Can't Appeal Bankruptcy Court Order -------------------------------------------------------------- In the case captioned as RAKHI BHANSALI, Appellant, -against- RICHARD LEVIN, Chapter 11 Trustee of Firestar Diamond, Inc., Fantasy, Inc., and Old AJ, Inc. f/k/a A. Jaffe, Inc., Appellee, Case No. 24-cv-7936 (AS) (S.D.N.Y.), Judge Arun Subramanian of the United States District Court for the Southern District of New York denied Rakhi Bhansali's motion for leave to appeal a Bankruptcy Court order entered in an adversary proceeding against her husband. The order granted in part the trustee's motion to compel the production of documents from Bhansali. Bhansali says that the order permits a "grossly improper fishing expedition" and compels discovery beyond the limits of section 6220 of the New York Civil Practice Law and Rules. The Court notes leave to appeal is appropriately granted when the bankruptcy order "involves a controlling question of law as to which there is a substantial ground for difference of opinion and an immediate appeal from the order may materially advance the ultimate termination of the litigation." Judge Subramanian explains, "Bhansali fails to show that such 'exceptional circumstances' exist here. She does not identify a pure question of law raised by the appeal, let alone one over which there is substantial ground for difference of opinion. Nor does she show that allowing an appeal would 'promise[] to advance the time for trial or shorten the time required for trial.' Bhansali simply wants this Court to revisit a highly factbound discovery ruling made by the Bankruptcy Court on a motion to compel. Bhansali cites no case or authority permitting an interlocutory appeal under these circumstances, and she did not file a reply in order to contest the trustee's arguments or provide any authorities on point." A copy of the Court's decision is available at https://urlcurt.com/u?l=4YR5xV About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India, and has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. It employs over 1,200 people. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufactures wedding rings and wedding bands. Firestar Diamond, A. Jaffe and Fantasy, Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach Siegel, LLP as special counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Richard Levin, Esq., has been appointed as Chapter 11 trustee for Firestar Diamond. The trustee tapped Jenner & Block, LLP as his legal counsel; Alvarez & Marsal Disputes and Investigations, LLC as his financial advisor; and Gem Certification & Assurance Lab, Inc. as his appraiser. John J. Carney, Esq., has been appointed as examiner in the Debtors' cases. Alvarez & Marsal Disputes and Investigations, LLC, serves as his financial advisor. FORSYTHE COSMETIC: Trial to Proceed Against Non-Debtor Defendants ----------------------------------------------------------------- Magistrate Judge James M. Wicks of the United States District Court for the Eastern District of New York granted the plaintiffs' motion to vacate the stay of proceedings previously imposed on May 1, 2024, in the case captioned as HATTERAS ENTERPRISES INC., a California Corporation, MADMACK LLC, a California Limited Liability Company, and DEBRA MATTES, an individual, Plaintiffs, -against- FORSYTHE COSMETIC GROUP, LTD., HARRIET ROSE 2009 IRREVOCABLE TRUST, HARRIET ROSE, an individual, MICHAEL ROSE, an individual, Defendants, Case No. 15-CV-5887 (JMW) (E.D.N.Y.). Plaintiffs Hatteras Enterprises Inc., Debra Mattes, and MadMack LLC brought this action against Defendants Forsythe Cosmetic Group, Ltd., Harriet Rose 2009 Irrevocable Trust, Harriet Rose, and Michael Rose alleging, inter alia, fraud and breach of contract arising out of a 2012 agreement for the rights to Plaintiffs' color-changing nail polish. Following unsuccessful settlement discussions, the parties consented to a Bench Trial before the undersigned to address the remaining claims in this case. On March 19, 2024, Defendants advised the Court that Defendant FCG filed a Chapter 11 Bankruptcy case in the Bankruptcy Court for the Eastern District of New York, In re Forsythe Cosmetic Group, Ltd., Debtor, Case No. 24-70997. Upon FCG's filing of the bankruptcy petition, the bankruptcy stay set forth in 11 U.S.C. Sec. 362(a) as applied to FCG came into place immediately. The Court subsequently directed the parties to file letters indicating their position on the automatic stay and whether it extends to the non-debtor Defendants – Harriet Rose 2009 Irrevocable Trust, Harriet Rose, and Michael Rose, and, pursuant to the undersigned's Memorandum and Order dated May 1, 2024, ultimately found that the Non-Debtor Defendants were "integral parties of the remaining claims set forth in the Complaint" such that, at minimum, a discretionary stay of proceedings was warranted while the bankruptcy proceeding against FCG "got underway." Specifically, the Court stayed proceedings in the case for a period six months, further noting that the stay would be lifted on October 30, 2024 "should the bankruptcy court take no action or should developments in the bankruptcy proceeding not justify extension of the automatic stay to the NonDebtor Defendants." On June 24, 2024, Plaintiffs made an application to the bankruptcy court for an order authorizing relief from the automatic stay to permit Plaintiffs "to take all actions necessary to continue, adjudicate, and complete" the instant action. On September 25, 2024, the bankruptcy court held a hearing on Plaintiffs' motion for relief from the automatic stay, which was unopposed, and, on September 30, 2024, the bankruptcy court entered an Order granting Plaintiffs' application. Chief Bankruptcy Judge Alan S. Trust held the automatic stay of 11 U.S.C. Section 362 was "inapplicable and not in effect with respect to the Non-Debtor Defendants" in the instant action "so as to permit [Plaintiffs] to take all actions necessary to continue and to complete to judgement" the instant action against the Non-Debtor Defendants. On October 1, 2024, Plaintiffs filed a Status Report informing the Court of the bankruptcy court's ruling. On October 2, 2024, Defendants filed a Status Report arguing that while Chief Judge Trust "confirmed the automatic stay does not apply to the Non-Debtor Defendants," the Court should nevertheless "continue the stay as to both the Debtor and the Non-Debtor Defendants," because, Defendants contend, "there have been no developments in the bankruptcy proceeding that would not justify extension of the automatic stay to the NonDebtor Defendants." Plaintiffs filed their response to Defendants' Letter on October 7, 2024, arguing that this case should proceed to trial because: (i) "as recognized by the [b]ankruptcy [c]ourt when ruling on Plaintiffs' Motion for Relief from the Automatic Stay, the [Non-Debtor Defendants] did not file any opposition challenging the Plaintiffs' Motion for Relief; and (ii) the bankruptcy court ruled that the Non-Debtor Defendants were not subject to the bankruptcy stay. The Court now finds it appropriate to lift the stay of proceedings previously imposed on May 1, 2024. In this case the bankruptcy court vacated the automatic stay as to the Non-Debtor Defendants pursuant to Section 362(d), explicitly permitting Plaintiffs to "take all actions necessary to continue and complete" the instant case. Judge Wicks adheres to the bankruptcy court's judgment. Accordingly, trial will proceed against the Non-Debtor Defendants. The parties are directed to appear for a Status Conference before the undersigned set for November 26, 2024 at 3:00 p.m. via the Court's Video Zoom to discuss the logistics of the anticipated Bench Trial in this case. A copy of the Court's decision is available at https://urlcurt.com/u?l=sUAzUl Attorneys for Plaintiffs: Robert M. Silverman, Esq. LAW OFFICE OF ROBERT M. SILVERMAN 269 South Beverly Drive, Suite 1358 Beverly Hills, CA 90212 E-mail: rms2979@aol.com Attorneys for Defendants: Daniel Adam Osborn, Esq. OSBORN LAW P.C. 43 West 43rd Street, Ste 131 New York, NY 10036 E-mail: dosborn@osbornlawpc.com About Forsythe Cosmetic Group Forsythe Cosmetic Group, Ltd. is a manufacturer of nail products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-70997) on March 13, 2024, with $207,059 in assets and $3,111,880 in liabilities. Whitney Matza, secretary and treasurer, signed the petition. Judge Alan S. Trust presides over the case. Charles Higgs, Esq., at The Law Office of Charles A. Higgs represents the Debtor as bankruptcy counsel. FOUR WIND: Amends Paccar Secured Claim; Files Amended Plan ---------------------------------------------------------- Four Wind Trucking, Inc., submitted a Second Amended Plan of Reorganization for Small Business dated October 14, 2024. This Second Amended Plan of Reorganization proposes to pay creditors of the Debtor from future revenues generated by the Debtor's business. The Plan provides that all administrative creditors will be paid in full on the Effective Date of the Plan (which is 30 days after the Order confirming the Plan is a final Order) unless otherwise agreed. Priority tax claims will receive 100% of their allowed claims over the period of the Plan term (5 years). Secured Creditors will be paid 100% of their secured claims under Class 1 of the Plan. Class 2 general unsecured creditors will receive a pro rata share of the Unsecured Creditor Payment over a period of 5 years, which shall equal approximately 2% distribution on their claims. Class 3 Claims of Equity Holders will not receive a distribution unless all other classes of creditors receive payment in full. Class 1(c) consists of the Secured Claim of Paccar Financial Corp. Paccar Financial Corp. asserts a claim against the Debtor's estate in the amount of $94,509.61 as of October 8, 2024, plus interest, late charges (if any), and reasonable attorney fees from October 9, 2024 until paid in full (the "Paccar Secured Claim"). The Paccar Secured claim is secured by a lien on (a) a 2020 Kenworth truck (Asset 47.3 in the Debtor's Schedules); and (b) a 2020 Kenworth Truck (Asset 47.9 in the Debtor's Schedules) (the "Paccar Collateral"). The Debtor intends to retain the Paccar Collateral. The Debtor shall pay the Paccar Secured Claim over a period of 30 months at 6.45% per annum, in 29 monthly installments of $3,419.58 per month and one final payment of all amounts that remain due. Payments shall commence on the 15th day of the month following the Effective Date of the Plan, and shall continue on the 15th date of each month thereafter until the Paccar Secured Claim is paid in full. If the Paccar Collateral is retained by the Debtor, Paccar shall retain its liens against, and security interest in the Paccar Collateral until the Paccar Secured Claim is paid in full. The Debtor may pre-pay the Paccar Secured Claim at any time during the Plan term without penalty. The Debtor shall timely make all of its payments and continue to insure and maintain the Paccar Collateral. All of the provisions, requirements, terms and conditions contained in the loan documents entered into between Paccar and the Debtor (the "Paccar Loan Documents") shall remain in effect unless expressly waived or amended herein. If the Debtor fails to make any payment within 10 days of the due date, a late charge will be assessed as provided in the Paccar Loan Documents. Upon Paccar's written notice to the Debtor of a default under the Plan, the Debtor shall have 10 days to cure. Upon a third default, however, Paccar may enforce its in rem non bankruptcy rights against the Paccar Collateral without further notice or order of court. The Debtor shall commence adequate protection payments to Paccar as of June 15, 2024, with all adequate protection payments to be applied against the Paccar Secured Claim. Adequate protection payments shall be $684 per month and shall continue until the Plan is confirmed, at which time the Debtor shall commence payments to Paccar under the Plan. Class 1(c) is not impaired. The Second Amended Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 2 consists of Allowed Unsecured Claims. Holders of allowed unsecured claims shall receive a pro rata share of the Unsecured Creditor Payments on an annual basis for a period of 5 years beginning on the 1st anniversary of the Effective Date of the Plan, and continuing yearly for another 4 years. The Unsecured Creditor Payments shall equal $25,000 in the aggregate and each yearly payment shall be $5,000 for 5 payments. Based upon the unsecured claims (which includes deficiency claims of secured creditors), the estimated distribution to unsecured creditors is 2%. No distribution will be made for unsecured claims which were (i) scheduled as disputed; and (ii) no timely proof of claim was filed. * Equity security holders shall retain their interests in the Debtor. In addition, the principal of the Debtor will be entitled to a salary for his work on behalf of the Debtor. The Debtor proposes to pay creditors of the Debtor from future revenues generated by the Debtor's business. A full-text copy of the Second Amended Plan dated October 14, 2024 is available at https://urlcurt.com/u?l=Cthcwf from PacerMonitor.com at no charge. Counsel to the Debtor: David Freydin, Esq. Law Offices of David Freydin PC 8707 Skokie Blvd, Suite 312 Skokie, IL 60077 Tel: (847) 972-6157 Fax: (866) 897-7577 Email: david.freydin@freydinlaw.com About Four Wind Trucking Four Wind Trucking, Inc., was started in 2014 as a logistics family business by husband and wife, Bogdan and Paulina Czernecki. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04983) on April 5, 2024, with $579,000 in assets and $1,636,891 in liabilities. Bogdan Czernecki, president, signed the petition. Judge Donald R. Cassling presides over the case. David Freydin, Esq., at the Law Offices of David Freydin, is the Debtor's bankruptcy counsel. GARCIA PROPERTY: Maria Yip Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 21 appointed Maria Yip, a certified public accountant and managing partner at Yip Associates, as Subchapter V trustee for Garcia Property Group II, Inc. Ms. Yip will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Yip declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Maria M. Yip 2 S. Biscayne Blvd., Suite 2690 Miami, FL 33131 Tel: (305) 569-0550 Email: myip@yipcpa.com About Garcia Property Group Garcia Property Group II, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21766) on November 8, 2024, with $100,001 to $500,000 in assets and liabilities. Judge Laurel M. Isicoff presides over the case. Christina Vilaboa-Abel, Esq., represents the Debtor as legal counsel. GCPS HOLDINGS: Objection to Subchapter V Designation Overruled -------------------------------------------------------------- Judge Jeffrey Norman of the United States Bankruptcy Court for the Southern District of Texas overruled the objection filed by the creditors of GCPS Holdings, LLC to its Subchapter V designation. GCPS Holdings, LLC, is a holding company for its subsidiary Global Composite Piping Solutions, LLC. It is also a Texas limited liability company. The debtor holds patented piping technology which its subsidiary plans on using for future projects or jobs. The debtor has invested significant sum of money to develop and perfect its pipe design and manufacturing process. However, the debtor has struggled to land a contract to sell its pipe. It has made several attempts but has fallen short due to the COVID-19 pandemic and geopolitical conflict. Despite failing to secure a contract, the debtor has raised roughly $4,000,000 in capital funds. The capital was raised by issuing long term secured convertible notes and bridge loans. On June 4, 2024, Derrick Jones, Mark Tawney, and William Kutsche involuntarily forced the debtor into bankruptcy. On July 17, 2024, the debtor consent to an entry of Order for Relief in the Chapter 11 Case. Additionally, elected to proceed under Subchapter-V of Chapter 11. The Court granted an Order on the Entry of Order for Relief shortly afterwards. On September 25, 2024, petitioning creditors filed an Objection to the debtor's Subchapter V Designation. They argued the debtor has never engaged in any commercial or business activities because the debtor had only raised capital and never generated any business. Thus, the petitioning creditors claim the debtor is not eligible for Subchapter V designation. If the objection is successful, the debtor would revert to a non-Sub V Chapter 11 potentially allow the filling of a competing plan of reorganization. The petitioning creditors have indicated a desire to file a competing plan of reorganization. The debtor's response filed on November 16, 2024, argues that the petitioning creditors are adding an additional non-statutory element for Subchapter V qualification by requiring that a Subchapter V debtor generate income, which this debtor has not accomplished. After the hearing on November 13, 2024, the legal and factual issue is whether the debtor's actions amount to "commercial or business activities" at the petition date as required for a Subchapter V designation. The Court finds overall, the debtor does qualify for Subchapter V designation because it satisfies the requirement of being a "small business debtor." Judge Norman explains, "The debtor was engaged in 'commercial or business activities' in the form of (1) having a lease and maintaining a facility in Conroe, Texas; (2) maintaining bank accounts at Chase Bank; (3) continued attempts to generate business in Argentina; (4) Providing marketing materials for potential investors; and (5) employing attorneys to protect intellectual property rights and business-related matters." A copy of the Court's decision dated November 20, 2024, is available at https://urlcurt.com/u?l=D4t4Gu About GCPS Holdings GCPS Holdings, LLC manufactures and distributes industrial thermoplastic pipe, valves and fittings as well as offers pipeline construction, maintenance, integrity testing and repair. It is based in The Woodlands, Texas. On June 4, 2024, creditors Derrick Jones, Mark R. Tawney, and William A. Kutsche filed involuntary Chapter 11 petition against the Debtor (Bankr. S.D. Tex. Case No. 24-32646). The case was converted to a voluntary case on July 24, 2024. Judge Jeffrey P. Norman oversees the case. John E. Mitchell, Esq., at Katten Muchin Rosenman, LLP, represents the petitioning creditors as legal counsel. GLOBAL MEDICAL: S&P Alters Outlook to Positive, Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on pre-hospital healthcare services provider Global Medical Response Inc. (GMR) to positive from stable and affirmed all its ratings, including the 'B-' issuer credit rating. S&P said, "The positive outlook reflects our expectation the company will increase its organic consolidated revenue by the high-single-digit percent area annually on continued favorable Centers for Medicare & Medicaid Services (CMS) Independent Dispute Resolution (IDR) outcomes and in-network payor negotiations. The positive outlook also reflects our belief that GMR will continue to hone its focus on its core operations of providing emergent medical services. "GMR outperformed our organic revenue growth expectations year to date (YTD) in 2024 and we expect this positive momentum will continue through 2025. The company increased its revenue by 12.5% YTD in 2024, which compares with our expectation for an 8% decline. The improvement in GMR's revenue reflected a delay in its planned strategic market exits and divestitures, positive earnings from markets previously anticipated to exit, increased revenue recognition of favorable IDR outcomes, and a positive shift in its sales mix toward emergent medical and transportation services and away from non-emergent services. We expect the company's revenue will decline in 2025 due to its planned exit from unprofitable markets and divestiture of noncore businesses. However, excluding the strategic divestitures, we expect GMR will expand its revenue by 7%-8% in 2025. Furthermore, we expect the company will benefit from the delayed implementation of the U.S. Department of Veteran Affairs' (VA) Reimbursement Rule. The VA recently updated its final ruling on changing reimbursement rates for air and ground ambulances and delayed the effective date for the new rule until February 2029. "We expect GMR will exceed our upgrade thresholds for the current rating--leverage of less than 6x and FOCF to debt of more than 5%--in 2025 and onward. We expect the company will continue to improve its EBITDA through 2025, which will cause its S&P Global Ratings-adjusted leverage to fall below 6x and its S&P Global Ratings-adjusted FOCF to debt to rise to 5.7% in 2025 despite the expected decline in its revenue. In 2024, management undertook several strategic initiatives to improve its operational efficiency, which led to an improvement in its cash flows. These initiatives included strategic market exits, corporate cost reductions, and contract renegotiations that resulted in rate increases. We also expect GMR will benefit from a smoother IDR process, the ongoing positive shift in its sales mix shift toward emergent transport, and its execution of contract agreements that are due to be effective in 2026. "We expect the high working capital usage that negatively affected the company's FOCF in 2024 will moderate next year. While we expect GMR will exceed our EBITDA expectations in absolute terms in 2024, we expect its FOCF will be negatively affected by higher-than-normal working capital usage due to its significant and rapid business growth during the year, including longer collection processes. We expect the company's working capital usage will somewhat decline in 2025 due to its strategic business closures, which will result in greater collection of its accounts receivables. While we expect GMR will continue to experience working capital outflows in 2026, we expect its improved profitability and reduced interest rates will offset the effect on its FOCF." GMR remains exposed to external factors, such as adverse weather conditions, fixed costs, and regulatory pressures. The emergency air transport industry is exposed to some earnings volatility due to adverse weather that may require the company to ground its aircraft. These conditions are not limited to extreme weather and may include dense fog or low clouds, lightning, heavy rain, snow, etc. GMR previously mitigated some of this risk through its diversification into emergency ground transportation. However, the company has been pulling back from its ground operations due to their lower margins. Therefore, due to the high dependence of its EBITDA on air transport, S&P believes GMR will continue to be substantially exposed to weather-related cancellations and groundings. This is exacerbated by the company's predominantly fixed-cost business model because its pilots, clinical crews, and aircraft must remain idle. Furthermore, GMR remains exposed to regulatory changes due to the nature of its business and payor mix. S&P said, "The positive outlook reflects our expectation the company will increase its organic consolidated revenue by the high-single-digit percent area annually on continued favorable CMS IDR outcomes and in-network payor negotiations. The positive outlook also reflects our belief that GMR will continue to hone its focus on its core operations of providing emergent medical services." S&P could revise its outlook on GMR to stable in the next 12 months if it no longer believes it will continue to improve its operating cash flows, deleverage below 6x, and generate FOCF to debt of more than 5%. This could occur if: -- The company faces accelerating wage inflation and other elevated operating costs that erode its profitability; -- It experiences increased weather-related cancellations that offset the positive shift in its sales mix; or -- Interest rates remain high throughout our forecast. S&P could raise its ratings on GMR in the next 12 months if: -- S&P expects its S&P Global Ratings-adjusted debt to EBITDA (including the preferred shares) will decline below 6x; and -- S&P estimates it will sustain S&P Global Ratings-adjusted FOCF to debt of more than 5%. GREATER LIGHT: Seeks Cash Collateral Access Until March 2025 ------------------------------------------------------------ Greater Light Baptist Church of Sacramento asked the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, for authority to use the cash collateral of its secured creditors retroactive to June 1 and continued through March 31, 2025. The church requires the use of cash collateral to pay operating expenses set forth in its projected budget, with a 15% variance. The secured creditors that may have an interest in the cash collateral are Everest Business Funding, Union Home Loan and U.S. Bank National Association, as trustee for Velocity Commercial Capital Loan Trust 2019-1. Greater Light Baptist Church proposed to provide secured creditors with adequate protection in the form of replacement liens on its post-petition cash collateral (other than avoidance actions) and other property. In addition, Everest Business Funding and Union Home will receive monthly payments of $1,000 and $17,000, respectively. Meanwhile, the U.S. Bank will receive interest only payments at 8.5% interest per annum at $13,104.17 a month. A final hearing is set for Dec. 16. About Greater Light Baptist Church of Sacramento Greater Light Baptist Church of Sacramento is a tax-exempt religious organization in Sacramento, Calif. Greater Light Baptist Church filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Calif. Case No. 23-24467) on Dec. 13, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Pastor O.J. Swanigan, president of Greater Light Baptist Church, signed the petition. Judge Fredrick E. Clement oversees the case. The Law Offices of Gabriel Liberman, APC serves as the Debtor's legal counsel. GROUP RESOURCES: Seeks to Hire Mr. Glade of B. Riley as CRO ----------------------------------------------------------- Group Resources Acquisitions, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ GlassRatner Advisory & Capital Group, LLC dba B. Riley Advisory Services to designate Marshall Glade as chief restructuring officer. The firm's services include: a. assisting the Debtors in fulfilling their rights, duties and obligations as a debtor-in-possession; b. reviewing claims filed in the case and assisting Debtors in evaluating such claims for potential objections; c. attending and participating in examinations pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure as may be deemed desirable or necessary; d. consulting with Debtors with respect to formulating a Chapter 11 plan of reorganization, and in the Chapter 11 plan confirmation process; e. assisting Debtors with the preparation of monthly operating reports; f. performing those services incidental and necessary to carrying out the day-to-day operations of Debtors' business activities; g. assisting in the evaluation and prosecution of necessary adversary proceedings and contested matters; and h. taking any and all other actions incident to the proper preservation and administration of Debtors' estate and business. The firm will be paid at these rates: Marshall Glade, Managing Director $550 per hour Laura Clemente, Associate Director $385 per hour Others $250 to $600 per hour 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. Marshall Glade, a partner at Advisory & Capital Group, LLC dba B. Riley Advisory Services, 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: Marshall Glade Advisory & Capital Group, LLC dba B. Riley Advisory Services 3445 Peachtree Road, Suite 1225 Atlanta, GA 30326 Tel: (470) 346-6800 About Group Resources Acquisitions, LLC 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. HILCORP ENERGY: S&P Alters Outlook to Neg., Affirms 'BB+' ICR ------------------------------------------------------------- S&P Global Ratings revised its rating outlook to negative from stable and affirmed its 'BB+' issuer credit rating on Texas-based oil and gas exploration and production partnership Hilcorp Energy I L.P. The negative outlook reflects weak credit measures for the rating through 2025, following Hilcorp's nearly $3.5 billion in executed or announced debt-financed acquisitions year to date. S&P said, "We revised our outlook to negative to reflect Hilcorp's increased leverage following three debt-funded acquisitions announced or completed year to date. So far in 2024, Hilcorp Energy has announced three acquisitions: a $1.0 billion acquisition of Alaska assets; a $950 million acquisition of Permian assets; and a $1.5 billion acquisition of Permian assets. The partnership funded the first two deals with debt, and we have assumed the third transaction will also be debt-funded, likely split between credit facility draws and new term debt. Although the three transactions will add a combined 65,000 barrels of oil equivalent per day (boe/d) of primarily oil production, or 18% to Hilcorp's third quarter volumes, the associated cash flows are not sufficient to offset the incremental debt. As a result, we expect leverage to increase, with funds from operations (FFO) to debt in the low-30% area next year, relative to our expectations in April of 45%-50%. We estimate leverage will improve in 2026, albeit still below our prior expectations, as the company integrates the acquired assets and uses excess cash flow to pay down debt. To reflect the weaker credit ratios, we revised our assessment of Hilcorp's financial risk profile to significant from intermediate and revised our rating outlook to negative from stable. "The partnership's pro forma proved reserve base and production level are larger than most of its 'BB+' rated peers. Pro forma for the three recent acquisitions, we estimate Hilcorp's proved reserves will be close to 3.3 billion boe (about 50% liquids), and estimate production in 2025 will average 440,000-450,000 boe/d (55% liquids). This places Hilcorp at the upper end of the range for 'BB+'-rated peers, such as Range Resources Corp. and Murphy Oil Corp. Hilcorp's assets are largely conventional and more mature than peers', and thus have low decline rates and low maintenance capital requirements, but more limited growth opportunities. The properties also carry higher asset retirement obligations (AROs) than the assets of its onshore U.S. peers. "Liquidity has weakened, but remains adequate in our view. Due largely to the $3.3 billion in acquisitions expected to close by the end of the first quarter of 2025, we estimate Hilcorp's liquidity has weakened. However, the company has already raised $1.5 billion in new debt this year, and we believe it will likely tap the market again for its most recent deal. "The negative outlook reflects our view that credit measures will be weak for the rating through 2025 following Hilcorp's nearly $3.5 billion in executed or announced debt-financed acquisitions since the beginning of 2024. We expect FFO to debt to be in the low-30% area in 2025, increasing to around 40% in 2026 assuming the acquired properties perform as anticipated and the partnership uses free cash flow to repay debt. "We could lower ratings if we expected Hilcorp's FFO to debt to remain close to 30% on a sustained basis." This would most likely occur if: -- The acquired assets underperform expectations, either due to lower production or higher costs; -- Commodity prices fall below S&P's price deck assumptions and the company does not take steps to reduce spending; or -- The company makes additional debt-financed acquisitions or a meaningfully larger-than-anticipated distribution to its parent. S&P could revise the outlook to stable if it expected FFO to debt to remain comfortably above 30% for a sustained period, which would most likely occur if: -- The acquired assets perform at or better than expectations; and -- The partnership uses free cash flow to repay debt. Environmental factors are a negative consideration in our rating analysis of HEI because the exploration and production industry contends with an accelerating energy transition and the adoption of renewable energy sources. S&P believes falling demand for fossil fuels will reduce profitability and returns for the industry as it fights to retain and regain investors that seek higher-return investments. The company achieved its target for a 24% reduction of methane emissions in 2023 compared to 2022, and has set a goal for a 25% reduction in methane emissions this year compared to 2023. S&P assesses Hilcorp's overall management and governance framework as neutral, which does not affect its credit ratings on Hilcorp. HOUSTON TRUCK: Gets Interim OK to Use Cash Collateral Until Dec. 6 ------------------------------------------------------------------ Houston Truck Wash, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to use the cash collateral of its lenders. The interim order signed by Judge Jeffrey Norman approved the use of cash collateral to pay the company's operating expenses for the period from Oct. 6 to Dec. 6. Lenders JPMorgan Chase and OnDeck Capital will continue to have the same liens in post-petition cash collateral. These liens are subject and subordinate to a carve-out of funds for all fees required to be paid. In addition, JPMorgan will receive a monthly payment of $2,000 starting this month as adequate protection. The final hearing is scheduled for Dec. 6. About Houston Truck Wash & Lube Houston Truck Wash & Lube, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-34706) on October 6, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Jeffrey P Norman presides over the case. Reese W Baker, Esq., at Baker & Associates represents the Debtor as legal counsel. IAMGOLD CORP: S&P Raises ICR to 'B', Outlook Stable --------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Toronto-based gold producer IAMGOLD Corp. to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's unsecured notes to 'B' from 'B-'. S&P's '3' recovery rating on the notes is unchanged. The stable outlook reflects S&P's expectation that IAMGOLD will generate improved credit measures, with leverage below 1.5x and sizable positive FOCF generation in 2025. S&P said, "The upgrade incorporates our view of IAMGOLD's increasing production and improving cash costs. IAMGOLD completed construction of its Cote Gold mine in April 2024, achieved commercial production in August 2024, and is currently ramping-up operations. We believe the contribution from the mine will significantly increase IAMGOLD's production and improve its consolidated cost profile over the next two years. "We estimate IAMGOLD's attributable gold production from Cote will be just above 130,000 ounces (oz) in 2024 and more than double to the 300,000 oz area next year as mining activity gradually ramps up, raising the company's annual gold output 50% above 2023 levels by end of 2025. Our estimates incorporate that the IAMGOLD's ownership interest in the mine will increase to 70% by the end of November 2024, following its repurchase of the 9.7% stake from its joint venture partner (Sumitomo Metal Mining Co. Ltd.) for $377 million. We assume the company will largely fund this repurchase from its $300 million equity raise earlier in the year. The higher earnings and cash flow generation in our forecast also reflect our estimate for IAMGOLD's consolidated unit cash costs to improve to about $1,100 per ounce (/oz) by the end of 2025, from about $1,275/oz in 2023, primarily from low-cost production at Cote. "We expect IAMGOLD will generate stronger cash flow and leverage measures, and transition to positive FOCF in 2025. Gold prices have increased significantly in the past few quarters, and we revised our price assumptions substantially higher since our last published estimates in April 2024. We now assume average gold prices of $2,500/oz for the rest of 2025 (current spot price of about $2,650/oz), $2,300/oz in 2025, and $2,100/oz in 2026, which are $500/oz-$600/oz higher for each of those years than what we assumed in our last estimates. "With higher gold prices and production contribution from the new mine, we expect IAMGOLD will generate considerably higher earnings in 2024, with further upside in 2025 from the first full year of Cote operations. As a result, we estimate IAMGOLD's S&P Global Ratings-adjusted debt to EBITDA (leverage) to significantly reduce to the mid-2x area in 2024 (from 5.2x at the end of 2023), and decline to below 1.5x next year. "We also estimate the company will transition to generating large positive FOCF in 2025 as operating cash flow gradually increases and capital spending declines. We estimate annual positive FOCF of $400 million to $500 million, which could facilitate debt reduction once the company's remaining gold prepay obligations are settled by June 2025. In our view, absolute debt reduction reduces the risk of significant volatility in credit measures from gold price declines and potential operating disruptions. "Our rating continues to reflect our view of the company's relatively high-cost profile and potential volatility in credit measures. After its first full year of operations at Cote, we estimate the company's consolidated gold output would only be above its 2022 output of 713,000 ounces by a modest amount, when Rosebel mine was in the company's portfolio before being sold off in 2023. Also, IAMGOLD is still likely to remain one of the higher-cost producers globally at that point. Furthermore, the company's Essakane mine, located in high-risk mining jurisdiction of Burkina Faso, is still expected to account for about 45%-50% of its consolidated production, even after Cote is fully ramped-up. These are key risk factors in our assessment of the company's business risk profile as weak." Separately, ramp-up challenges at a greenfield mining project are not uncommon, and could potentially delay Cote reaching its design capacity level throughput and steady state operations. This could delay improvement in cash flow and leverage measures compared with our current expectations. Also, S&P's assessment incorporates the potential for significant volatility in the company's credit measures due to unexpected gold price swings, especially because of IAMGOLD's relatively high-cost structure. S&P said, "The stable outlook reflects our expectation that IAMGOLD will generate improved cash flow and credit measures, with leverage below 1.5x in 2025. We also expect that increased production from Cote, lower capex, and gold prices above $2,000/oz will support sizable positive FOCF over the next couple of years. "We could lower the rating on IAMGOLD within the next 12 months if we expect IAMGOLD's leverage will approach 5x. In our view, this could result from lower-than-expected gold margins, production ramp-up challenges at Cote Gold, or potential debt-financed acquisitions that increase leverage. "We could raise our rating on IAMGOLD within the next 12 months if we expect the company will sustain leverage below 3x and S&P Global Ratings-adjusted FOCF to debt of more than 15%. In this scenario, we would also expect increased visibility of IAMGOLD's longer term production and cost profile, which is likely to require a steady track record of operating Cote." INSULATED WALL: Unsecureds to Split $300K over 3 Years ------------------------------------------------------ Insulated Wall Holdings, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Wisconsin a Plan of Reorganization under Subchapter V dated October 15, 2024. Since its inception, the Debtor has almost exclusively manufactured insulated walls focused on mid-rise construction while operating under the name Wally Walls. Due to the pandemic, the Debtor's commercial business significantly decreased. Annual sales fell from $2.3 million in 2020 to $1.3 million in 2022. In 2023, the Debtor began to transition its business model from supplying insulated walls for commercial business construction to supplying residential construction; however, following a judgment in favor of its primary lender, the Debtor was forced to file a voluntary petition under chapter 11 of the United States Bankruptcy Code to reorganize and preserve the value of its estate. The financial projections show the Debtor will have projected disposable income of approximately $360,000. David Wallach will continue to manage the Debtor under the Plan. Mr. Wallach will receive annual compensation of $144,000 before taxes, which compensation is included in the in the projections. The final Plan payment is expected to be paid three years after the Effective Date. Secured creditors and priority tax creditors will be paid over a longer period of time. This Plan is being proposed under subchapter V of chapter 11 of the Code. It proposes to pay creditors of the Debtor from future income from operations. Class 3 consists of all non-priority unsecured claims allowed under Section 502 of the Code against the Debtor will share on a pro rata basis from a total of $300,000 paid over three years in equal installments paid every six months on or before the last day of the month following the Effective Date. By way of example, if the Effective Date occurs May 15, 2024, the disbursements to nonpriority unsecured creditors would be due before the last day of January 2025. Creditors in Class 3 shall also receive an additional annual distribution over three years from the net profits of the Reorganized Debtor (the "True Up Distribution"), as follows in I through iii: * 50% of $60,000 in excess of the ("Retained Earnings") shall be distributed on a pro-rata basis to holders of allowed claims in Class 3; * 50% of $60,000 in excess of the ("Retained Earnings") shall be distributed to holders of allowed interest in Class 5; and * 25% of any amount in excess of the $60,000 in i. and ii. shall be distributed on a pro-rata basis to holders of allowed claims in Class 3. The Debtor shall issue the True Up Distribution on or before the last day of the last month of the quarter following the end of the twelfth, twenty fourth, and thirty sixth month following the Effective Date. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, then the annual installments shall be reduced by any fees that the Subchapter V Trustee is paid for the continuing involvement to monitor payments. Class 4 consists of the interests of the equity security holders with Class A shares in the Debtor shall retain their interests and are not impaired by the Plan. The Debtor shall implement the Plan through future income from operations. On the Effective Date, XYiP Acquisitions, LLC shall lend the Reorganized Debtor with $100,000 for payments due under the Plan on the Effective Date with the balance to be used in operations. The $100,000 will be added to the debtor-in-possession financing and repaid under the same terms as the administrative expense claim. A full-text copy of the Plan of Reorganization dated October 15, 2024 is available at https://urlcurt.com/u?l=A3azvq from PacerMonitor.com at no charge. Attorneys for the Debtor: Nicholas W. Kerkman, Esq. Kerkman & Dunn 839 N. Jefferson St., Suite 400 Milwaukee, WI 53202 Telephone: (414) 277-8200 Facsimile: (414) 277-0100 Email: nkerkman@kerkmandunn.com About Insulated Wall Holdings Insulated Wall Holdings, LLC, manufactures insulated walls that are sold to builders. It operates under the tradename, Wally Walls. It changed its business model from supplying insulated walls for commercial business construction to supplying residential construction. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wisc. Case No. 23-24709-gmh) on October 16, 2023. In the petition signed by David T. Wallach, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge G. Michael Halfenger oversees the case. Evan P. Schmit, Esq., at Kerkman & Dunn, is the Debtor's legal counsel. ISLAND BREEZE: Court Denies Signature Capital's Rule 60 Motion -------------------------------------------------------------- Judge David M. Warren of the United States Bankruptcy Court for the Eastern District of North Carolina denied the Motion for Relief from Order Confirming Plan (Rule 60(b)) or, in the Alternative, Motion for Correction of Order Confirming Plan (Rule 60(a)) filed by Signature Capital, LLC in the bankruptcy case of Island Breeze Grill, Inc. On February 20, 2024, the Internal Revenue Service filed a Proof of Claim for $228,628.21 for taxes assessed for tax years 2011 through 2018, with $210,333.46 designated as secured by Notices of Federal Tax Liens filed during those years with the North Carolina Secretary of State and the Pasquotank County Clerk of Superior Court. The Tax Liens encumber all the Debtor's assets, including the Real Property. On May 20, 2024, Signature Capital filed a Proof of Claim for $639,130.00 due under a Commercial Promissory Note (For Investment Purposes) executed by the Debtor on May 27, 2022 for the original principal amount of $540,000.00. The Signature Capital Note is secured by a Deed of Trust and Assignment of Rents encumbering the Real Property and recorded with the Pasquotank County Register of Deeds on June 1, 2022. On July 2, 2024, the Debtor filed its Second Amended Plan of Reorganization. The Plan designates the IRS as the Class 3 Creditor and Signature Capital as the Class 5 Creditor and states that the IRS has a first priority lien and Signature Capital has a second priority lien on the Real Property. The proffered lien priorities were based upon information obtained by the Debtor's bankruptcy counsel from the Debtor's principal Doris Johnson and a search of public records. The Plan provides for liquidation of the Debtor's assets, predominantly the Real Property, with the net proceeds after payment of administrative costs and satisfaction of a claim secured by personal property included in the sale being paid first to the IRS and then to Signature Capital, to the extent that funds remain available. On July 25, 2024, Signature Capital executed a Ballot for Accepting or Rejecting Second Amended Plan of Reorganization through which it rejected the Plan, and on July 26, 2024, Signature Capital filed a Limited Objection to Second Amended Plan of Reorganization and Supplement to Disclosure Statement. The crux of the Signature Capital Objection concerns the proposed process for selling the Real Property, and the Signature Capital Objection does not object to or question the Plan's priority designation of liens on the Real Property. On October 9, 2024, the Court entered an Order Allowing Public Sale which approves, over the objection of Signature Capital, the Debtor's sale of its assets for $642,000.00. Signature Capital filed the Rule 60 Motion in an effort to alter the distribution of proceeds dictated by the Plan through relief from the Confirmation Order under either Rule 60(a) or Rule 60(b) of the Federal Rules of Civil Procedure, which are made applicable to bankruptcy cases by Rule 9024 of the Federal Rules of Bankruptcy Procedure. The IRS does not object to correction of the payment distribution between it and Signature Capital; however, the Debtor opposes the Rule 60 Motion. Rule 60(a) The Court rejects easily Signature Capital's argument that the parties' mistake or oversight in recognizing the Plan's failure to consider the Subordination warrants a "correction" of the Confirmation Order under Rule 60(a). The Confirmation Order represents the Court's intent based upon the Plan as written and evidence presented at the Confirmation Hearing, and Rule 60(a) does not permit it to reconsider the parties' substantive rights of lien priorities. Rule 60(b) Signature Capital is correct that the Court has previously considered Rule 60(b) relief from an order confirming a Chapter 11 plan. The Court is now persuaded, however, that Rule 60(b) does not apply to Chapter 11 confirmation orders, especially when the requested relief would amount to either a revocation of confirmation or material modification of the confirmed plan. Even if the Court believed that it could consider Signature Capital's request under Rule 60(b), which it does not, Signature Capital has not established sufficient cause for its requested relief under either Rule 60(b)(1) or (2). In this jurisdiction, consideration of a Rule 60(b) motion proceeds in two stages. First, the movant must satisfy each of the following three threshold conditions: (1) that the motion is timely; (2) that the movant has a meritorious defense to the action; and (3) that the opposing party would not be unfairly prejudiced by having the judgment set aside. Second, after meeting these threshold conditions, the movant must satisfy one of the six grounds for relief enumerated in Rule 60(b). Assuming Signature Capital could satisfy the threshold conditions, the Court disagrees that it is entitled to relief under either Rule 60(b)(1) or (2). Signature Capital asserts that the Plan's failure to recognize the Subordination is a result of a "mutual mistake" of it, the Debtor, and the IRS, with the ultimate blame being cast on the Settlement Agent for failure to record the Subordination and an alleged failure to provide Signature Capital with a copy of the Subordination. The Court finds Signature Capital presented no evidence that it could not with reasonable diligence have discovered and produced the Subordination prior to the Confirmation Hearing, and its failure to do so does not amount to an excusable mistake or neglect. The Court says the only available avenue for Signature Capital to obtain its desired relief is through a post-confirmation modification of the Plan. However, Signature Capital does not have standing to seek modification. Accordingly, only the Debtor may move for modification of the Plan, but modification might still be impermissible if the Plan is substantially consummated as a result of the completed or imminent sale of the Debtor's assets. Therefore, the Rule 60 Motion is, denied. A copy of the Court's decision is available at https://urlcurt.com/u?l=bfB4do About Island Breeze Grill, Inc. Island Breeze Grill, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00258) on Jan. 26, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge David M Warren presides over the case. John G. Rhyne, Esq. at John G. Rhyne, Attorney At Law represents the Debtor as counsel. JMG VENTURES: Seeks to Hire Statz Accounting as Accountant ---------------------------------------------------------- JMG Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Statz Accounting & Tax Services, LLC as accountant. The firm will provide these services: a. prepare, complete, and file the Debtor's federal and Wisconsin state tax returns for the year ended December 31, 2023, including all applicable documents and filings related thereto; and b. consult and advise Debtor on tax matters related to the tax returns, as necessary. The firm will be paid as follows: 1) base fee of $1,200 for the preparation of the Federal 1120-S Return and the Wisconsin 5S Form; and 2) $100 per hour billed for general accounting services, including preparing and completing the Debtor's year-end financials. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jasmin Statz, a sole member at Statz Accounting & Tax Services, 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: Jasmin Statz Statz Accounting & Tax Services, LLC 1102 Post Road, Suite 2 Madison, WI 53713 Tel: (608) 467-7760 About JMG Ventures, LLC JMG Ventures, LLC is a limited liability company in Middleton, Wis., which conducts business under the name Middleton Jewelers. JMG Ventures filed Chapter 11 petition (Bankr. W.D. Wis. Case No. 24-11650) on August 19, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Manmeet Soin, managing member, signed the petition. Judge Beth E. Hanan oversees the case. The Debtor is represented by Eliza M. Reyes, Esq., at Richman & Richman, LLC. KENT SEITZ: Court Enters Consent Judgment in Suit Over SBA Debt --------------------------------------------------------------- The Honorable Frank D. Whitney of the United States District Court for the Western District of North Carolina entered consent judgment in the case captioned as UNITED STATES OF AMERICA, Plaintiff, vs. KENT SEITZ, M.D., Defendant, CASE NO, 3:24CV351 (W.D.N.C.) The Court finds as a fact that all matters in controversy set out in the pleadings have been agreed upon by the parties, and that Plaintiff has agreed to accept the principal sum of $1,991,400.00, plus interest in the amount of $127,783.77, accrued pursuant to the terms listed in the Complaint, for a total debt of $2,119,183.77 as of June 19, 2023, with interest currently not accruing but set to accrue at a rate of 3.75% per annum beginning on either (i) January 1, 2029 or (ii) the date on which Kent Seitz, MD, PA no longer adheres to its plan of reorganization under Chapter 11 Subchapter V of the U.S. Bankruptcy Code and defaults on its loan obligations to Plaintiff's independent agency known as the SBA, whichever is sooner, together with $405.00 in the Court's administrative costs, as settlement in full accord and satisfaction thereof. Defendant agrees that execution shall issue upon this judgment and the debt set forth in the Complaint may, at the sole discretion of the United States, be submitted to the Treasury Offset Program for inclusion provided however that an Event of Default shall occur and remain uncured. However, execution shall not issue upon this judgment so long as the Business remains in and adheres to its plan of reorganization under Chapter 11 Subchapter V of the U.S. Bankruptcy Code and there is no default of the above-referenced loan obligations, or, if there is such an uncured default, it is cured in compliance with the terms set forth in the U.S. Bankruptcy Court's Subchapter V Order Confirming Second Amended Plan of Reorganization. | Notwithstanding the aforementioned plan payment status, execution of this judgment is permitted if Defendant attempts to sell, transfer, or otherwise dispose of property to which this judgment has attached, and it is within the sole discretion of the United States whether to execute upon the judgment in such circumstances. A copy of the Court's decision is available at https://urlcurt.com/u?l=iuljsk About Kent Seitz Kent Seitz, MD PA, operates a health care business. Kent Seitz, MD PA, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 23-30391) on June 19, 2023, with $0 to $50,000 in assets and $1 million to $10 million in liabilities. Kent Seitz, MD, president/CEO, signed the petition. Judge Laura T. Beyer oversees the case. Rashad Blossom, Esq. of BLOSSOM LAW PLLC, is the Debtor's legal counsel. KORO KORO: Unsecured Creditors to Split $5,800 in Plan ------------------------------------------------------ Koro Koro I Inc., submitted a Second Amended Disclosure Statement describing Chapter 11 Plan of Reorganization dated October 15, 2024. The Debtor is a New Jersey corporation that operates a special food services business offering classic Japanese rice balls from 538 Jersey Avenue, Jersey City, New Jersey 07302 (the "Restaurant"). This is a reorganization plan. In other words, the Plan Proponent seeks to accomplish payments under the Plan by reorganizing. Class 6 consists of General Unsecured Claims. The Debtor, by and through the Disbursing Agent, shall make 5 equal, annual distributions of $1,160.00 to be paid on a pro rata basis to allowed Class 6 Claims with first distribution on October 15, 2025, which distributions total $5,800.00. he allowed unsecured claims total $81,932.96. The Plan will be funded by the Debtor's monthly income, as the Debtor has positive net income to make the required Plan payments. The Plan will also be funded to the extent required by contributions from the Debtor's sole shareholder Quentin Dubois. A full-text copy of the Second Amended Disclosure Statement dated October 15, 2024 is available at https://urlcurt.com/u?l=GkbpP7 from PacerMonitor.com at no charge. Counsel for the Debtor: Joseph M. Shapiro, Esq. MIDDLEBROOKS SHAPIRO, P.C. 841 Mountain Ave., First Fl. Springfield, NJ 07081 Tel: (973) 218-6877 E-mail: jshapiro@middlebrooksshapiro.com About Koro Koro I Koro Koro I, Inc., is a New Jersey corporation that operates a special food services business offering classic Japanese rice balls from 538 Jersey Avenue, Jersey City, New Jersey 07302. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19862) on Nov. 6, 2023. In the petition signed by Quentin J. Dubois, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Stacey L. Meisel oversees the case. Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C., is the Debtor's legal counsel. LIQUID TECH: S&P Upgrades ICR to 'B', Outlook Stable ---------------------------------------------------- S&P Global Ratings raised all its ratings on Liquid Tech Solutions Holdings LLC to 'B' from 'B-'. The outlook is stable. The stable outlook reflects the possibility that operating performance will continue to improve, sustaining EBITDA margins in the mid-to-high 30% area. Liquid Tech Solutions has strengthened its financial profile and reduced its S&P Global Ratings-adjusted leverage below 5x through top-line growth, debt reduction, and earnings improvement from the successful integration of recent acquisitions. S&P said, "The upgrade reflects our expectation that Liquid Tech Solutions will maintain S&P Global Ratings-adjusted debt to EBITDA below 5x, even with an acquisitive growth strategy. The company's leverage improved to 4.7x in 2023 from above 7x despite acquisitions, and we believe earnings improvement from pricing initiatives will lead to leverage improving to the high-3x area. The company has an acquisitive growth strategy, but acquisitions have been modest in size, and it has used cash and revolving credit facility borrowings to fund a lot of these. We believe leverage will remain commensurate with the rating despite these purchases and sufficient cash flow generation should further support debt-reduction initiatives. "We forecast Liquid Tech Solutions will generate sufficient FOCF; however, working capital volatility from exposure to commoditized products remains a risk. The company has undertaken initiatives to improve its working capital management by improving the collections process and upgrading its back office-systems. FOCF turned positive in 2023 from these initiatives as well as decreasing fuel prices, and we expect it will remain positive, with the company generating FOCF to debt in the low-teens area in the next two years. Still, volatile fuel prices remain a credit risk that could weigh on our cash flow forecast." Demand for mobile on-site refueling and recent acquisitions will support Liquid Tech Solutions' growth. The company's recent acquisitions have expanded its geographic coverage and route density and solidified its leading position in diesel delivery. Although volumes have declined modestly from the company shedding unprofitable businesses, it has maintained high net revenue growth. S&P said, "We forecast net revenue growth of 12% in 2024 and 4% in 2025. Operating costs remain high for driver wages, insurance, and trucks, but we forecast pricing initiatives and operational improvements will improve margins by 200 basis points in the next year. We expect margins to remain stable in the mid- to high-30% area." S&P said, "Limited profit scale and the narrow business focus constrain our assessment of the business. Despite being one of the leading service providers in the T2T refueling market, the company has a relatively small scale of operations and competes against smaller and regional service providers. We view revenue as largely transactional in nature, which limits longer-term revenue visibility. Wage pressure for drivers and moderate supplier concentration further remain credit concerns that could pressure profit margins. Offsetting these factors are the company's long-tenured relationships, limited customer and end-market concentration, and diverse customer base with limited customer churn. "The stable outlook reflects our expectation that Liquid Tech Solutions will benefit from good operating performance supported by revenue growth in the 12% area and profitability improvement leading to leverage below 5x. "We could lower our rating if Liquid Tech Solutions' operating performance weakens such that leverage increases above 6x, and FOCF to debt deteriorates below 5%." This would occur if: -- The company adopts a shareholder-friendly financial policy that prioritizes dividends or share repurchases; -- Volumes decrease due to a rapid decline in demand or increasing price-based competition; or -- Working capital outflows, labor, or other costs suddenly increase. S&P could upgrade Liquid Tech Solutions if it diversified and broadened its business along with adjusted leverage well below 5x and FOCF to debt well over 10%. Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. LOVESWORTH HOLDINGS: Unsecureds Will Get 100% in Sale Plan ---------------------------------------------------------- Lovesworth Holdings, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business under Subchapter V dated October 15, 2024. The Debtor is a corporation. Since 2019, the Debtor has been in the business of a Retail gas station and convenience store. The Debtor owns the gas station/convenience store, as well as the real property on which it is situated. The property address is 3044 Del Monte Boulevard, Marina, CA 93933-3838 (the "Property"). The Debtor's Plan is a Sale Plan and the Debtor will pay off all bona fide claims in one Payment upon the Plan's Effective Date OR upon the Sale of the Property (closing of the sale) on or before February 15, 2025, whichever is later. The final Plan payment is expected to be paid on February 15, 2025, which is anticipated to be N/A months after the effective date. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar for all bona fide claims. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. Holders of general unsecured claims in Class 3 will be paid 100%. Said debts/claims shall be paid in full in one payment made either on the Plan's Effective Date or upon the Sale of the Property on or before February 15, 2025, whichever is later. This Class is impaired. Class 4 consists of equity security holders of the Debtor. The Debtor's responsible individual (Mr. Samuel Ezeibe) and his wife are 100% equity owners of the Debtor and do not have any pre or post petition claims against the Debtor. Their interests will remain the same/unchanged as of the Plan's Effective Date. Distributions to Creditors under this Plan will be funded primarily from the sale of the Property on or before February 15, 2025. The Debtor recently contacted a Gas Station specific Broker and after a review of the Property, lackluster sales (with the current supplier), location, and comparables, it appears as if the Property/Business is still worth around $3.650M. The Plan proposed to pay creditors using the net disposable income of the Debtor over the 5-year period after the Plan's Effective Date. This Plan offers a 100% recovery to the Class 3 (general unsecured and non-insider creditors/claimants) based on the net sale amount. A full-text copy of the Plan of Reorganization dated October 15, 2024 is available at https://urlcurt.com/u?l=G80cXn from PacerMonitor.com at no charge. About Lovesworth Holdings Inc. Lovesworth Holdings Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-40909) on June 18, 2024. In the petition signed by Samuel Ezeibe, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge William J. Lafferty oversees the case. The Debtor is represented by: Arasto Farsad, Esq. FARSAD LAW OFFICE, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: 408-641-9966 E-mail: Farsadlaw1@gmail.com MCR HEALTH: Seeks to Hire SAK Management Services as PCO -------------------------------------------------------- MCR Health, Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Suzanne Koenig of SAK Management Services, LLC d/b/a SAK Healthcare as patient care ombudsman. The firm will provide these services: (1) monitor the quality of patient care provided to patients of the Debtors, to the extent necessary under the circumstances, including interviewing patients and physicians; (2) not later than 60 days after the date of appointment, and not less frequently than at 60-day intervals thereafter, report to the court after notice to the parties in interest, at a hearing or in writing, regarding the quality of patient care provided to patients of the debtor; and (3) if such ombudsman determines that the quality of patient care provided to patients of the Debtors are declining significantly or is otherwise being materially compromised, file with the court a motion or a written report, with notice to the parties in interest immediately upon making such determination. The firm will be paid at these rates: Principals/Executives $500 per hour Senior Managing Directors/VPs $450 per hour Senior Directors/RD/Directors $400 per hour Staffs/Administrative $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Suzanne Koenig SAK Management Services, LLC d/b/a SAK Healthcare 300 Saunders Road, Suite 300 Riverwoods, IL 60015 Tel: (847) 446-8400 Fax: (847) 446-8432 About MCR Health, Inc. MCR Health, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-06604) on November 8, 2024, with $10 million to $50 million in both assets and liabilities. Mary Ruiz, board chair, signed the petition. Judge Roberta A. Colton oversees the case. Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, represents the Debtor as legal counsel. MERIDIEN ENERGY: Hires FTI Consulting Inc. as Financing Experts --------------------------------------------------------------- Meridien Energy, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ FTI Consulting, Inc. as financing experts. The firm will provide these services: a. provide Debtor-in-Possession Loan Testimony ("DIP Hearing Preparation & Testimony Services"); b. review and finalize 13-week cash flow budget; c. assess need & purpose of DIP Financing based on facts and circumstances in the case; d. conduct market assessment of the proposed DIP loan based on loans approved in similar cases; e. assess availability of alternative lenders; f. evaluate compliance with the Entire Fairness Standard; g. prepare DIP hearing testimony and exhibits; h. prepare for and testify at Court hearing to approve the DIP loan; and i. provide other services mutually agreed upon ("Other Mutually Agreed Upon Services"). The firm will be paid at these rates: Senior Managing Director $1,185 to 1,420 per hour Director/Senior Director/ Managing Director $890 to 1,120 per hour Consultant/Senior Consultant $485 to 810 per hour Administrative/Paraprofessional $175 to 375 per hour The firm will be paid a retainer in the amount of $10,000. Meridien Energy will also be reimbursed for reasonable out-of-pocket expenses incurred. Guy Davis, a partner at FTI Consulting, 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: Guy Davis FTI Consulting, Inc. 4050 Innslake Drive Suite 225 Glen Allen, VA 23060 Tel: (804) 245-0677 About Meridien Energy Meridien Energy, LLC is a full-service pipeline construction company headquartered in New York state with division offices in Pennsylvania, Virginia, and Florida. Meridien Energy sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-31377) on April 20, 2023, with up to $10 million in assets and up to $50 million in liabilities. Judge Keith L. Phillips oversees the case. The Debtor tapped Brandy M. Rapp, Esq., at Whiteford, Taylor and Preston, LLP as bankruptcy counsel; David Graham & Stubbs, LLP as special appellate counsel; MorrisAnderson & Associates, Ltd. as financial advisor; and Compass Advisory Partners, LLC as restructuring advisor. John W. Teitz of Compass serves as the Debtor's chief restructuring officer. MICHELE LEO: Judge Says Can't Challenge Foreclosure Action ---------------------------------------------------------- In the case captioned as U.S. BANK TRUST, N.A., as Trustee for LSF9 Master Participation Trust, Plaintiff v. MICHELE LEO, Defendant, Case No. 2:23-cv-00459-NT (D. Me.), Magistrate Judge Karen Frink Wolf of the United States District Court for the District of Maine recommends that the Court deny Leo's motion for judgment on the pleadings, grant U.S. Bank Trust's motion to appoint a receiver, and deny as moot U.S. Bank Trust's motion to hold rent proceeds in escrow. In 2007, Leo executed a promissory note in the amount of $380,000 in favor of Evest Lending, Inc., which was secured by a mortgage on her real property located at 45 Smutty Lane in Saco. The note was later assigned to OneWest Bank, FSB. Under the terms of her Chapter 11 plan, Leo agreed to surrender the property to the OneWest Bank in exchange for discharge of her personal liability. The Bankruptcy Court confirmed Leo's Chapter 11 plan on May 16, 2014. Thereafter, the note was assigned from OneWest Bank to Ocwen Loan Servicing, LLC, in 2017, and then from Ocwen Loan Servicing to U.S. Bank Trust later that same year. In March 2023, Evest Lending -- the original lender and mortgagee -- executed a quitclaim assignment of its interest in the mortgage to U.S. Bank Trust. The following month, U.S. Bank Trust sent Leo a notice of default and right to cure, which listed the amount necessary to cure the default and the deadline for doing so. When Leo did not cure the default before the expiration of the deadline, U.S. Bank Trust initiated the instant in rem foreclosure action. Notably, Leo does not occupy the property; instead, she rents it out to tenants on a monthly basis. In her motion for judgment on the pleadings, Leo argues that U.S. Bank Trust has failed to state a claim upon which relief can be granted for two separate reasons: First, she argues that U.S. Bank Trust cannot prove an essential element of its foreclosure action because its notice of default and right to cure failed to comply with 14 M.R.S.A. Sec. 6111(1-A)(B) (Westlaw). Second, she contends that U.S. Bank Trust is barred under the doctrine of res judicata from relitigating its ownership of the mortgage -- another essential element of proof in a foreclosure action -- because that issue was already determined in the 2018 state court action. U.S. Bank Trust challenges Leo's arguments on the merits but also more generally asserts that Leo is barred under the doctrine of judicial estoppel from opposing foreclosure because such opposition is inconsistent with her surrender of the property in her confirmed Chapter 11 bankruptcy plan. Judge Wolf says that because Leo surrendered the property in bankruptcy, she is judicially estopped from challenging the foreclosure process and her motion for judgment on the pleadings should be denied on that basis. U.S. Bank Trust moves for the appointment of Benjamin Campo Jr., Esq., as receiver pending resolution of this matter. In support of its motion, U.S. Bank Trust argues that notwithstanding her surrender and discharge during bankruptcy proceedings, Leo has continued to reap the benefits of the property by receiving $3,000 of monthly rental income from the current tenants while to date U.S. Bank Trust has paid out over $150,000 in taxes and insurance for the property and its legal fees and interest continue to accrue. Unsurprisingly, Leo opposes the appointment of a receiver. Judge Wolf concludes that the balance of the factors weighs strongly in favor of appointing a receiver. Leo does not contest the competency of Attorney Campo to serve as a receiver nor does she challenge U.S. Bank Trust's proposed language delineating his authority as a receiver. Judge Wolf therefore recommends that the Court grant U.S. Bank Trust's motion to appoint Attorney Campo as a receiver. U.S. Bank Trust filed a separate motion to hold the property's rent proceeds in escrow. Judge Wolf recommends that the Court deny the motion as moot. To the extent that U.S. Bank Trust seeks direction on what Attorney Campo should do with the one month of rental income that he collected when she prematurely granted the motion to appoint him as receiver, she recommends that the Court direct him to use that money for the benefit of the property in accordance with his authority as receiver. A copy of the Court's decision is available at https://urlcurt.com/u?l=PaHjCz Michele Leo filed for Chapter 11 bankruptcy protection (Bankr. D. Maine Case No. 13-20157) on March 6, 2013, listing under $1 million in both assets and liabilities. MICROTEK: Fine-Tunes Plan Documents ----------------------------------- Microtek submitted a Second Amended Plan of Reorganization dated October 15, 2024. The funds generated by the continued business operations will be utilized by the Debtor to fund a Chapter 11 Plan. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $4,137,933.18. These projections are forward-looking, based on assumptions that my not come to fruition, and actual results may vary. The final Plan payment is expected to be paid on December 2028. This Plan of Reorganization proposes to pay creditors of the Debtor from net proceeds of the Debtor's business operations. Class 3 consists of non-priority unsecured creditors. Non priority unsecured creditors shall be paid 53.9% of their claims as listed or as filed. This Class is impaired. Class 4 consists of equity security holders of the Debtor. Equity Security Holders consisting of corporate shareholders shall retain their interest in the Debtor. The Debtor assumes lease agreement with Brehm Leasing Inc. Payments to cure default and continue lease payments are set forth in Plan. Plan payments shall be funded by net income generated by the Debtor's business operations for a period of 60 months following the date the first payment is due under the Plan. Debtor's projections show funds will be available to pay creditors under the Plan in an amount that exceeds the Chapter 7 liquidation amount. All recurring payments under the Plan will be made on a quarterly basis. A full-text copy of the Second Amended Plan dated October 15, 2024 is available at https://urlcurt.com/u?l=p0xX3a from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Craig E. Dwyer, Esq. CRAIG E. DWYER, ATTORNEY AT LAW 8745 Aero Drive, Suite 301 San Diego, CA 92123 Tel: (858) 268-9909 Fax: (858) 268-4230 Email: craigedwyer@aol.com About Microtek Microtek, a company in San Diego, Calif., provides a full range of design, engineering, and manufacturing solutions. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 23-03868) on Dec. 8, 2023, with $661,315 in assets and $6,245,168 in liabilities. Tri Le, president, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Craig E. Dwyer, Esq., as legal counsel and Shirley C. Kamen, CPA, as accountant. MIGHTY-O CORP: Unsecureds Will Get 5% of Claims over 3 Years ------------------------------------------------------------ Mighty-O Corp. filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated October 15, 2024. Mighty-O Donuts was founded in 2000 with the goal of introducing all-natural organic donuts to the market. The company distributed its products via wholesale and through retail shops, which also sold coffee and beverages alongside the donuts. Mighty-O experienced modest growth for many years until the COVID 19 pandemic in 2020. The company closed its 2nd Avenue store for two years and reduced the hours of its other stores. Mighty-O's wholesale distribution partners were also severely impacted by the pandemic, resulting in a significant reduction in wholesale income. As a result of a combination of factors, including the adverse effects of the pandemic, increased costs due to inflation, decreased sales, and high fixed lease costs, Mighty-O filed for Chapter 11 bankruptcy protection. The Debtor's Plan includes reducing occupancy expenses at its 1000 2nd Avenue store by amending the lease to pay 5% of income. The Debtor will also reduce occupancy costs at its commissary on E. Marginal Way by giving up unnecessary space and decrease administrative expenses by terminating its virtual assistant contract with Capita Works. The Debtor will apply the resulting cost savings to pay creditors. The Debtor's financial projections show the Debtor will have projected disposable income of $28,000. The Debtor anticipates that based on current circumstances and foreseeable changes, its net income from operations will increase steadily in the next 36 months. The final Plan payment is expected to be paid on or before December 31, 2027. This Plan of Reorganization is a reorganization plan under which the Debtor will continue to operate and pay creditors from future operations. Priority unsecured claims, if any, will be paid in full, with post confirmation interest, within 30 days after the Effective Date. Non-priority unsecured creditors holding allowed claims will receive distributions of approximately 5% over the three years after confirmation of the Plan. The Plan provides for full payment of administrative expenses upon confirmation or upon allowance by the court whichever occurs later. Class 4 consists of all non-priority unsecured claims allowed under §502 of the Code. Filed or scheduled undisputed claims approximate $550,000, none of which appear to be substantially in dispute. General unsecured creditors holding allowed claims will receive pro rata payments from the Reorganized Debtor on a quarterly basis commencing the first day after the 90th day from the Effective Date and continuing thereafter. It is not expected that general unsecured creditors will receive a distribution greater than 5%. This Class is impaired. Class 5 consists of the interest of equity interest holders. Ryan Kellner is the sole member of this class. Ryan Kellner shall retain his equity interest in the Reorganized Debtor. A full-text copy of the Plan of Reorganization dated October 15, 2024 is available at https://urlcurt.com/u?l=R8XBUW from PacerMonitor.com at no charge. Counsel to the Debtor: James E. Dickmeyer, Esq. Law Office of James E. Dickmeyer, P.C. 520 Kirkland Way Suite 400 Kirkland, WA 98083-2623 Tel: (425) 889-2324 Email: jim@jdlaw.net About Mighty-O Corp. Mighty-O Corp. was founded in 2000 with the goal of introducing all-natural organic donuts to the market. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-11738) on July 14, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. James E. Dickmeyer, Esq. at James E. Dickmeyer, PC, is the Debtor's counsel. MILLENKAMP CATTLE: Seeks Court Nod to Use Cash Collateral --------------------------------------------------------- Millenkamp Cattle, Inc. and its affiliates asked the U.S. Bankruptcy Court for the District of Idaho for authority to use the cash collateral of its lenders until April 30 next year. The companies require the use of cash collateral to pay their ongoing operating expenses, including payroll. The companies propose to provide adequate protection to Sandton Capital Solutions Master Fund VI, LP and their pre-bankruptcy secured lenders by granting them liens on assets of the same kind, type, and nature as the collateral securing each of the lenders' obligations. Sandton, a debtor-in-possession lender, provided $35 million loan to the companies to help them get through bankruptcy. The loan was approved by the bankruptcy court earlier this year. Meanwhile, the companies' pre-bankruptcy secured lenders which also assert interest in the cash collateral are Rabo AgriFinance, LLC, Metropolitan Life Insurance Company, MetLife Real Estate Lending LLC, and Conterra Holdings, LLC. A court hearing is set for Dec. 10. About Millenkamp Cattle Millenkamp Cattle Inc. is a family-owned agriculture business in Jerome, Idaho. Millenkamp Cattle sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 24-40158) on April 2, 2024, with $10 million to $50 million in assets and $500 million to $1 billion in liabilities. William J. Millenkamp, manager, signed the petition. Judge Noah G. Hillen oversees the case. The Debtor is represented by Matthew T. Christensen, Esq., at Johnson May, PLLC. MIMS AND SON: Court Approves Interim Use of Cash Collateral ----------------------------------------------------------- Mims and Son Construction, LLC received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida to use the cash collateral of the U.S. Small Business Administration. The company was authorized to use cash collateral to operate its business and pay salaries. As protection, SBA will receive a monthly payment of $500 starting this month and will be granted a replacement lien to the same extent and with the same priority as its pre-bankruptcy lien. In addition, Mims and Son agreed to maintain all necessary insurance coverage on the lender's collateral. The company's authority to use cash collateral shall terminate immediately upon the earlier of certain events, including conversion to a Chapter 7 case, entry of an order altering the validity or priority of the replacement liens, or dismissal of the Chapter 11 case. About Mims and Son Construction Mims and Son Construction, LLC filed Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 24-02800) on Sept. 13, 2024, disclosing under $1 million in both assets and liabilities. Judge Jacob A. Brown oversees the case. The Debtor is represented by the Law Offices of Micker & Micker, LLP. MLJ COMPANIES: Richard Maxwell Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Richard Maxwell of Woods Rogers Vandeventer Black, PLC as Subchapter V trustee for The MLJ Companies, LLC. Mr. Maxwell will charge $450 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Maxwell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Richard C. Maxwell Woods Rogers Vandeventer Black PLC 10 S. Jefferson Street, Suite 1800 Roanoke, Virginia 24011 Telephone: (540) 983-7628 Email: Rich.Maxwell@wrvblaw.com About The MLJ Companies The MLJ Companies, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Va. Case No. 24-61250) on Nov. 7, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Rebecca B. Connelly oversees the case. Kimberly Kalisz, Esq., at Conway Law Group, PC represents the Debtor as bankruptcy counsel. MMA LAW FIRM: Gets Interim OK to Use Cash Collateral Until Jan. 24 ------------------------------------------------------------------ MMA Law Firm, PLLC received interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division to use the cash collateral of its secured creditors until Jan. 24. The interim order authorized the company to use cash collateral to pay expenses outlined in its budget, provided it does not exceed the budgeted amounts by more than 10%. The budget shows total projected expenses of range from $150,000 to $200,000 for the period of Nov. 24 to Jan. 11, 2025. MMA Law Firm was ordered to provide its secured creditors, Equal Access Justice Fund, LP and EAJF ESQ Fund, LP, with replacement liens on its post-petition assets, with the same priority as their pre-bankruptcy liens. The next hearing is scheduled for Jan. 14. About MMA Law Firm MMA Law Firm, PLLC is a Houston-based law firm specializing in insurance claim management, negotiation and litigation. MMA Law Firm filed Chapter 11 petition (Bankr. S.D. Texas Case No. 24-31596) on April 9, 2024, with $100 million to $500 million in assets and $10 million to $50 million in liabilities. Zach Moseley, managing member, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Johnie Patterson, Esq., at Walker & Patterson, P.C. MMA LAW FIRM: Secured Lenders Seek Chapter 11 Trustee Appointment ----------------------------------------------------------------- Equal Access Justice Fund, LP and EAJF ESQ Fund, LP asked the U.S. Bankruptcy Court for the Southern District of Texas to appoint a trustee to take over the Chapter 11 case of MMA Law Firm, PLLC. In a court filing, the secured lenders raised the need to appoint an independent trustee to manage the case, saying the company's owner, John Zachary Moseley, has been suspended by the Louisiana Federal Courts based on his operation of the company, jeopardizing its ability to operate. The lenders claimed that pre-bankruptcy, Mr. Moseley violated a court order and a stipulated injunction, by transferring the sum of $50,000 to himself in February. Further, on the eve of the petition date, Mr. Moseley withdrew an additional $54,518.09 from the company's coffers by virtue of an apparent fraudulent transfer, all at a time when he was actively seeking counsel to file the case. The lenders expressed doubt that Mr. Moseley can carry out his duties for the company as the company has failed to comply with the Operating Guidelines established by the Office of the U.S. Trustee, evidencing its mismanagement. The misdeeds, dishonesty, incompetence, and gross mismanagement of the company by its current management and Mr. Moseley, coupled with the acrimony and general rancor which exists between the company and the secured creditor body, require the appointment of a Chapter 11 trustee, according to the lenders. The lenders also claimed that Mr. Moseley made several apparent insider avoidable transfers to himself and his former partner. Unlike a Chapter 11 trustee, Mr. Moseley cannot reasonably be expected to pursue those claims against himself and his former partner with any vigor. Thus, it determined that the company's proposed plan was unlikely to comport with the Bankruptcy Code's mandate to seek "maximum recovery by and fair distribution to creditors," according to the lenders. Counsel for the secured lenders: Spencer Fane, LLP David M. Miller, Esq. 1700 Lincoln Street, Suite 2000 Denver, Colorado 80203 Telephone: (303) 839-3800 Fax: (303) 839-3838 E-mail: dmiller@spencerfane.com Misty A. Segura, Esq. 3040 Post Oak Blvd., Ste. 1400 Houston, Texas 77056 Telephone: (713) 212-2643 E-mail: msegura@spencerfane.com About MMA Law Firm MMA Law Firm, PLLC is a Houston-based law firm specializing in insurance claim management, negotiation and litigation. MMA Law Firm filed Chapter 11 petition (Bankr. S.D. Texas Case No. 24-31596) on April 9, 2024, with $100 million to $500 million in assets and $10 million to $50 million in liabilities. Zach Moseley, managing member, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Johnie Patterson, Esq., at Walker & Patterson, P.C. MONDORIVOLI LLC: Updates Weinberg Servicing Secured Claim --------------------------------------------------------- Mondorivoli, LLC, submitted an Amended Plan of Reorganization for Small Business. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $93,707.52. The Plan provides for payment of Allowed unsecured claims in full. This Plan of Reorganization proposes to pay creditors of Mondorivoli, LLC from projected future income of the Debtor. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative priority claims. Class 2B consist of the Secured claim of Weinberg Servicing, LLC. The Debtor believes the Class 2B Claim is oversecured. Class 2B is comprised of the allowed secured claim of Weinberg Servicing, LLC secured by a first deed of trust on the Debtor's real property located at 873 East Third Street, Durango, Colorado 81301. The Class 2B claimant filed a proof of claim, Claim #3, asserting an outstanding balance on the petition date of $1,320,115.27. The Class 2B claim bears interest at an initial contract rate of 11.99%. The Note provides for a default rate of 21.99%. The Class 2B Claim asserts arrears as of the Petition Date of $216,076.96. The monthly payments at the initial contract rate are $12,243.31. The maturity date for the Class 2B claim is November 1, 2025. The Debtor commenced monthly adequate protection payments to the Class 2B creditor in July, 2024. The Class 2B Claim shall continue monthly payments at the initial contract rate in the amount of $12,243.31. The Debtor shall cure the arrears in the amount of $216,06.96. The arrears shall be amortized over 60 months with monthly payments commencing on the first day of the month following the Effective Date. The cure amount is estimated to be $3,601.28 per month. The Class 2B Claim will retain its liens. The monthly payments of $12,243.31 and $3,601.28 shall be due by the first of the month following the Effective Date. If the monthly payment is not received by the Class 2B Creditor by the 1st of the month, the Class 2B Creditor may provide written notice of default giving the Debtor 10 days to cure. The written notice shall be provided to the Debtor and with a copy to Counsel for the Debtor. The notice to Counsel shall be served by email to the address set forth in Counsel's signature block to the Amended Plan. If the Debtor does not cure within ten days of the Notice, the Class 2B Creditor shall be entitled to entry of an order allowing it to proceed with foreclosure and confirming that the automatic stay is no longer in effect. The Debtor shall be entitled to three notices of default on the monthly payments. After the Debtor has cured three times, if there is a subsequent late payment, the Class 2A Creditor would be entitled to entry of an order allowing it to proceed with foreclosure and confirming that the automatic stay is no longer in effect. The Debtor will satisfy the Class 2B Claim through a refinance by the maturity date of November 1, 2025. The amount due on November 1, 2025 shall be calculated at the contract default interest rate. If the Class 2B Claim is not satisfied in full by the maturity date of November 1, 2025, the Class 2B Creditor will be granted leave to proceed with its state court remedies including foreclosure. Like in the prior iteration of the Plan, the allowed unsecured claims in Class 3 shall be paid in full over the five-year term of the Plan. The Debtor shall make quarterly payments to its Allowed unsecured creditors. The quarters shall commence with the first full month following the Effective Date. All payments shall be mailed to Class 3 creditors by the 15th of the month following the close of the quarter except the final payment which shall be mailed within month 60 of the plan. On the Effective Date of the Plan, there will be a separate deposit account opened at a federally insured commercial bank to serve as the Creditor Account into which the Class 3 Plan payments in the amount set forth in Exhibit B will be made by the Debtor until the obligations under the Plan are completed. If the amounts paid into the Creditor Account are insufficient to pay the Allowed unsecured claims in full, the Debtor shall deposit an amount necessary to pay the Class 3 Allowed Claims in full. If the Plan is confirmed under Section 1191(b), the distributions from the Creditor Account will be made by the Subchapter V Trustee. A full-text copy of the Amended Plan dated October 15, 2024 is available at https://urlcurt.com/u?l=l5qGj6 from PacerMonitor.com at no charge. Attorney for the Debtor: Bonnie Bell Bond, Esq. Law Office of Bonnie Bell Bond, LLC 8400 E. Prentice Avenue, Suite 1040 Greenwood Village, CO 80111 Telephone: (303) 770-0926 Facsimile: (303) 770-0965 Email: bonnie@bellbondlaw.com About Mondorivoli LLC Mondorivoli, LLC, owns and leases real properties in Durango and Pagosa Springs, Colorado. The Debtor sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-12895) on May 28, 2024. In the petition filed by Jean-Pierre Bleger, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph G. Rosania Jr. oversees the case. The Law Office of Bonnie Bell Bond, LLC, serves as the Debtor's counsel. MP REORGANIZATION: Asset Sale Proceeds to Fund Plan --------------------------------------------------- Ryan Drexler submitted a Disclosure Statement describing First Amended Plan of Liquidation for MP Reorganization f/k/a Musclepharm Corporation dated October 14, 2024. The Debtor was formed in 2006 in Nevada. As of the Petition Date, it was a scientifically-driven, performance lifestyle company that developed, marketed and distributed a range of branded sports nutrition products in 120 countries. Pursuant to the Bidding Procedures, the Debtor entered into an Asset Purchase and Sale Agreement with FitLife Brands, Inc. (the "Buyer") for the sale of substantially all the Debtor's assets (the "Purchase Price"). Following the Sale, the Debtor in possession of the Net Sale Proceeds, which the Plan Proponent understands to be approximately $11,500,000. The Debtor conducted an auction and sale of substantially all of its Assets to Fitlife Brands, Inc. in October 2023. This Plan provides a mechanism to distribute the Net Sale Proceeds and any remaining value in the Debtor's limited remaining assets, defined to include the Excluded Assets and Remaining Assets. The Plan sets forth a straight-forward plan to resolve any disputes regarding the amount and priority of liens in the Net Sale Proceeds, the Excluded Assets, and the Remaining Assets, and deliver the proceeds thereof. In addition, the Plan Proponent believes that there are colorable claims against certain Insiders of the Debtor and other parties in interest including, but not limited to, the Empery Parties, the Committee, and Nick Rubin, former independent director of the Debtor with respect to their activities prior to and during the pendency of this Chapter 11 Case. The Plan provides for a means of further investigation into such potential Causes of Action (the "Insider Causes of Action"). The Plan Proponent believes that such claims represent a valuable source of recovery for general unsecured creditors. Class 4 shall consist of non-priority and General Unsecured Claims against the Debtor's Estate. The Plan Proponent estimates that the General Unsecured Claims against the estate total approximately $24,025,970.00. Each holder of an Allowed General Unsecured Claim shall receive its pro rata share of any Remaining Assets. This Class is impaired. Class 5 consists of Equity Interests. All existing Equity Interests in the Debtor shall be cancelled and holders of such Equity Interests shall neither receive nor retain anything on account of their existing Equity Interests. The Net Sale Proceeds shall be transferred to the Liquidating Trustee for distribution in accordance with the terms of the Plan. On the Plan Effective Date, the Liquidating Trust shall receive all Cash held by the Estate, including the Net Sale Proceeds less any amount to be paid consistent with the outcome of the litigation to determine the respective valuations and priorities of the Class 2 Competing Secured Claims (the "Liquidating Trust Cash Balance"). In addition, the Plan Proponent shall initially provide the Liquidating Trust a loan in the amount of $500,000 irrespective of the allowance or priority of the Plan Proponent's Claims (the "Drexler Liquidating Trust Loan"). A full-text copy of the Disclosure Statement dated October 14, 2024 is available at https://urlcurt.com/u?l=F91xzZ from PacerMonitor.com at no charge. Attorneys for Ryan Drexler: David Mincin, Esq. MINCIN LAW, PLLC 7465 W. Lake Mead Boulevard, #100 Las Vegas, Nevada 89128 Phone: 702-852-1957 Email: dmincin@mincinlaw.com Michael G. Freedman, Esq. THE FREEDMAN FIRM PC 1801 Century Park East, #450 Los Angeles, CA 90067 Phone: (310)285-2210 Email: michael@thefreedmanfirm.com About MP Reorganization MP Reorganization was a scientifically-driven, performance lifestyle company. The Debtor sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-14422) on Dec. 15, 2022, listing up to $50 million in both assets and liabilities. Judge Natalie M. Cox oversees the case. Schwartz Law, PLLC is the Debtor's bankruptcy counsel. Nathan F. Smith was appointed as trustee in this Chapter 11 case. He tapped Todd C. Ringstad, Esq., at Ringstad & Sanders LLP as his counsel. NATIONAL ASSOCIATION: Hires Margulies Faith as Special Counsel -------------------------------------------------------------- National Association of Television Program Executives, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Margulies Faith LLP as special litigation counsel. The Debtor needs the firm's legal assistance in connection with the avoidance action claims against the Debtor's insiders CEO/President JP Bommel, its general counsel Arnold Peter, dba the Peter Law Group ("Peter"), and its public relations firm the Lippin Group, Inc. The estate holds potential claims against Peter for failure to timely tender the defense of the Fontainebleau litigation to the Debtor's D&O insurer, which resulted in the District Court dismissing NATPE's complaint with prejudice, and for failing to disclose potential conflicts. The firm will be paid at these rates: Jeremy W. Faith $550 per hour Fiduciary Administrator $280 per hour Administrative $ 80 per hour Field Agents $ 80 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Meghann A. Triplett, Esq., a partner at Margulies Faith, 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: Meghann A. Triplett, Esq. Margulies Faith, LLP 16030 Ventura Blvd., Suite 470 Encino CA 91436 Telephone: (818) 705-2777 Facsimile: (818) 705-3777 Email: Meghann@MarguliesFaithLaw.com About National Association of Television Program Executives, Inc., The National Association of Television Program Executives (NATPE) is a professional association of television and emerging media executives established in 1963. NATPE sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-11181) on Oct. 11, 2022, with up to $50,000 in assets and up to $1 million in liabilities. Judge Martin R. Barash oversees the case. Leslie A Cohen, Esq., at Leslie Cohen Law, PC, serves as the Debtor's counsel. NATIONAL MENTOR: S&P Alters Outlook to Stable, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating and all issue-level ratings on U.S.-based National Mentor Holdings Inc. (d/b/a Sevita). S&P revised its outlook to stable from negative. The stable outlook reflects S&P's expectation that moderating labor pressures, and a better reimbursement environment that includes rate increases, will lead to further improvement in operating performance and positive cash flows. S&P said, "The stable outlook reflects our expectation that Sevita will generate positive FOCF in 2024, as operating performance has improved in the second half of the year. The company generated near breakeven cash flow in the first nine months ended June 2024 (fiscal-year ending September) resulting from improved profitability as the company has become less dependent on agency labor. The company has also lowered its capital expenditures (capex) after heavily investing in new facilities in prior years. While occupancy is still below our expectations, reimbursement rates have increased and the step up in hiring levels has reduced the need for costly agency staff. Favorable rates also enabled the company to raise wages in some cases, which aids hiring and retention. We expect Sevita will generate reported FOCF of about $35 million to $40 million in 2024, after generating a deficit of about $7 million of 2023. We expect FOCF will further improve to about $70 million to $75 million in 2025 as the company continues to benefit from improved profitability and lower interest expense. "We expect total revenue will grow about 5% in 2024 and 2025 due to favorable rate increases, which will partially offset labor-related capacity constraints. We expect the pace of growth will be slightly higher in the company's neurorestorative and pediatrics segments than the community services business, Sevita's largest segment. We expect the company's position as the largest provider of its type in the nation will provide it with a market presence that enables it to continue benefiting from favorable rate increases, and that demand will remain strong. However, we expect revenue growth is capped by the inadequate supply of services relative to the demand. This contributes to the low-growth nature of the intellectual/developmental disabilities (I/DD) market, which is expected to have a 2.4% CAGR between 2021 and 2025, per CMS projections. "We expect strong margin improvement in 2024 will continue at a slower pace in 2025 In 2024, we expect S&P Global Ratings-adjusted EBITDA margins will grow by about 150 to 200 basis points (bps) from 2023, and remain relatively stable in 2025. We expect the company will continue to be less reliant on agency labor as rate increases outgrow wages and Sevita benefits from cost-reduction efforts. However, the company generates about 85%-90% of its revenues from government payors (primarily Medicaid) and 10%-15% from nongovernment payors. Medicaid typically reimburses at a lower rate than other payors, and rate increases can be delayed due to state budgetary constraints. The company's concentration in Medicaid and low margins leave little room for fluctuation in expenses. "As a result of adjusted EBITDA growth, we expect S&P Global Ratings-adjusted leverage of about 5.9x-6.0x in 2024, improving to the mid-5x area in 2025. "The stable outlook reflects our expectation that moderating labor pressures will drive positive reported FOCF of $35 million to $40 million in 2024 and $70 million to $75 million in 2025. Additionally, we expect Medicaid reimbursement rates will remain broadly stable. That said, we expect the slow-growing I/DD business will prevent meaningful margin growth and the company will maintain S&P Global Ratings-adjusted leverage of more than 5x. "We could lower our rating if progress on labor costs reverse, causing the company to be unable to cover its fixed costs, including scheduled debt amortization, which would lead us to assess the capital structure as unsustainable. "We could raise our rating if the company generates reported FOCF to debt above 3% for a sustained period. "Governance factors are a moderately negative consideration in our credit rating analysis of Sevita. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." NEWFOLD DIGITAL: S&P Affirms 'B-' ICR, Alters Outlook to Negative ----------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B-' issuer credit rating on Newfold Digital Holdings Inc. S&P said, "We also affirmed our 'B-' rating on the company's first-lien debt and 'CCC' rating on the company’s unsecured notes. The negative outlook reflects our belief that Newfold's recent weaker-than-expected performance could hinder its ability to refinance its revolver in a timely matter under favorable terms. "We could lower our rating if the company doesn't refinance its revolver before it becomes current in February 2025. We lowered our revenue and EBITDA expectation for 2024 and 2025 following the company’s weaker-than-expected third-quarter performance and fourth-quarter guidance. Our base-case forecast still assumes the company can extend the revolver on satisfactory terms before it becomes current, given its long history of relatively stable subscription-based revenue, positive cash flow generation, and position as one of the largest players in the market. However, there is some incremental risk that the company won’t be able to refinance with satisfactory terms in a timely matter given its weak performance in 2024, the distressed-like trading prices on its debt, and the $223 million currently outstanding on the revolver as of Sept. 30, 2024. Given the short time frame, it is unlikely the company will be able to improve performance before February. If the revolver becomes current, we would likely view the $223 million outstanding as a current liability, revise our view of the company’s liquidity to less than adequate, and downgrade Newfold to 'CCC+'. Although it is not our base case, we also believe there is now a higher chance the company engages in a debt exchange that we view as tantamount to default. "Newfold's free cash flow generation will likely improve next year because of lower floating rates. We now forecast adjusted free operating cash flow (FOCF) to debt will be at the low end of our prior forecast range, about 0% in 2024 (1% excluding the extra timing-related cash interest paid earlier in the year). We still expect FOCF to debt will improve to 2.3% in 2025 due to lower interest expense on the company’s $2.5 billion of unhedged floating rate debt. The faster pace of federal funds rate cuts compared to our previous expectations (even if the pace is slightly more measured given recent U.S. presidential election results) will likely offset much of the cash flow impact of our lower EBITDA forecast. At current EBITDA levels, we believe the company is dependent on continued rate cuts to generate positive reported cash flow. "Increased competition and underperforming growth initiatives are hurting EBITDA and deferred revenue. We believe competition for small businesses’ online presence is increasing. Traditional domain registration companies like Newfold and GoDaddy have been expanding their hosting, website creation, and other offerings in recent years. More recently, competitors such as Squarespace and Wix that were traditionally known for website building are now competing in domain registration. These competitors are targeting small business customers earlier in order to sell additional services and capture a larger share of the consumer’s wallet. This increased competition is driving up customer acquisition costs primarily due to more expensive advertising costs for certain key words, forcing Newfold to increase its marketing budget and expand its lead sources. Declining deferred revenue indicates the higher marketing spend is not yet generating revenue and bookings growth. We believe this is partly because new leads and recent subscribers may not be renewing and spending on additional products in line with historical cohorts. Other growth initiatives have also been slow to yield benefits, as the company fine tunes recent product launches such as its AI web site builder and its Bluehost agency program. "The negative outlook reflects our belief that Newfold’s recent weaker than expected performance could hinder its ability to refinance its revolver in a timely matter under favorable terms. "We could consider lowering our ratings on Newfold if it fails to refinance its heavily used revolver before it becomes current, or if we believe it will engage in a distressed debt exchange or repurchase transaction that we view as tantamount to default." S&P could also lower its rating on the company if S&P believes its capital structure is unsustainable, evidenced by a combination of: -- Persistent negative cash generation after debt service; -- Depleted cash balances or limited revolver availability; -- Leverage approaching 9x; -- Minimal covenant cushion; or -- Insufficient EBITDA to cover fixed charges. S&P could revise its outlook to stable if the company refinances its revolver with similar terms to its existing facility and operating performance improves such that subscriber growth and higher revenue per customer start to improve deferred revenue. NEWPORT VENTURES: Seeks to Hire Akerman LLP as Counsel ------------------------------------------------------ Newport Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Akerman LLP as counsel. The firm's services include: a. advising and assisting the Debtor with respect to compliance with the requirements of the United States Trustee; b. advising the Debtor with respect to its powers and duties as a debtor-in-possession; c. advising the Debtor on the conduct of its Bankruptcy Case, including all of the legal and administrative requirements of operating in subchapter v, under chapter 11; d. attending meetings and negotiating with the representatives of creditors and other parties in interest, including the Debtor's landlord(s); e. taking all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor's interests in negotiations concerning litigation in which Debtor is involved; and f. preparing pleadings in connection with the Bankruptcy Case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate. The firm will be paid at these rates: Partners/Counsels/Associates $400 to $1,730 per hour Paraprofessionals $155 to $505 per hour 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. Mark Lichtenstein, Esq., a partner at Akerman, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark S. Lichtenstein, Esq. Akerman LLP 1251 Avenue of the Americas, 37th Floor New York, NY 10020 Tel: (212) 880-3800 Fax: (212) 880-8965 Email: mark.lichtenstein@akerman.com About Newport Ventures, LLC Newport Ventures LLC owns and operates a restaurant. Newport Ventures LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12738) on October 26, 2024. In the petition filed by Shahvand Aryana, as principal, the Debtor reports estimated assets and liabilities between $10 million and $50 million. Bankruptcy Judge Theodor Albert oversees the case. The Debtor is represented by: Steven M. Kries, Esq. 8059 S Elk Way, CO 80016 Tel: (619) 890-0765 Email: skries@acc.capital NORTHVOLT AB: Scania to Lend $100-Mil. Under Ch. 11 Deal -------------------------------------------------------- Reuters reports that on November 21, 2024, Swedish truck manufacturer Scania announced that it will extend a $100 million loan to Northvolt as part of the struggling battery maker's Chapter 11 bankruptcy protection proceedings in the U.S. According to the report, Scania, which is part of the Volkswagen-owned Traton Group, is providing this financial support to help the Swedish company navigate its financial challenges. About Northvolt AB Northvolt AB was established in 2016 in Stockholm, Sweden. Pioneering a sustainable model for battery manufacturing, the company has received orders from several leading automotive companies. The company is currently delivering batteries from its first gigafactory, Northvolt Ett, in Skelleftea, Sweden and from its R&D and industrialization campus, Northvolt Labs, in Vasteras, Sweden. On Nov. 21, 2024, Northvolt AB and eight affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90577). The cases are before the Honorable Alfredo R. Perez. Northvolt is being advised by Teneo as its restructuring and communications advisor. Kirkland & Ellis LLP, A&O Shearman and Mannheimer Swartling Advokatbyrå AB are serving as legal counsel. The company has also engaged Rothschild & Co to run its marketing process. Stretto is the claims agent. NORTHVOLT AB: To Appoint Investment Banker Stefan Selig to Board ---------------------------------------------------------------- Christopher Jungstedt of Bloomberg Law reports that Northvolt AB is set to appoint American investment banker Stefan Selig to its board, according to a report by Swedish Radio. Selig, who has recently been advising the company, is expected to be formally voted onto the board soon, according to the report. In a LinkedIn post, Selig stated he would serve "as an independent adviser to Northvolt AB in connection with their restructuring," the report states According to Bloomberg, Northvolt commented to Swedish Radio, highlighting Selig's extensive experience with complex restructuring processes, noting that it "can bring significant value to the board." About Northvolt AB Northvolt AB was established in 2016 in Stockholm, Sweden. Pioneering a sustainable model for battery manufacturing, the company has received orders from several leading automotive companies. The company is currently delivering batteries from its first gigafactory, Northvolt Ett, in Skelleftea, Sweden and from its R&D and industrialization campus, Northvolt Labs, in Vasteras, Sweden. On Nov. 21, 2024, Northvolt AB and eight affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90577). The cases are before the Honorable Alfredo R. Perez. Northvolt is being advised by Teneo as its restructuring and communications advisor. Kirkland & Ellis LLP, A&O Shearman and Mannheimer Swartling Advokatbyrå AB are serving as legal counsel. The company has also engaged Rothschild & Co to run its marketing process. Stretto is the claims agent. NOVABAY PHARMACEUTICALS: Hudson Bay Ceases Ownership of Shares -------------------------------------------------------------- Hudson Bay Capital Management LP disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it ceased to be the beneficial owner of more than five percent of NovaBay Pharmaceuticals, Inc.'s Common Stock. Hudson Bay Capital may be reached at: Sander Gerber Managing member Hudson Bay Capital Management LP 28 Havemeyer Place, 2nd Floor Greenwich, Connecticut 06830 A full-text copy of Hudson Bay Capital's SEC Report is available at: https://tinyurl.com/t97mraza About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com/-- develops and sells scientifically created and clinically proven eyecare and skincare products. The Company's leading product, Avenova Antimicrobial Lid and Lash Solution, or Avenova Spray, is proven in laboratory testing to have broad antimicrobial properties as it removes foreign material, including microorganisms and debris, from the skin around the eye, including the eyelid. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has sustained operating losses for the majority of its corporate history and expects that its 2024 expenses will exceed its 2024 revenues, as the Company continues to invest in its commercialization efforts. Additionally, the Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company has determined that its planned operations raise substantial doubt about its ability to continue as a going concern. As of September 30, 2024, NovaBay Pharmaceuticals had $3.9 million in total assets, $2.8 million in total liabilities, and $1.1 in total stockholders' equity. OFFICE PROPERTIES: S&P Places 'CCC-' ICR on CreditWatch Developing ------------------------------------------------------------------ S&P Global Ratings placed all of its ratings on Office Properties Income Trust (OPI), including its 'CCC-' issuer credit rating, on CreditWatch with developing implications. The CreditWatch placement reflects the uncertainty around the final terms and execution of the exchange offer. S&P plans to resolve the CreditWatch following the resolution of the exchange offer. OPI announced that is has launched a private exchange offer with some of the holders of its senior unsecured notes due 2025. Under this offer, the noteholders would receive a pro rata portion of OPI's $445 million of new 3.25% senior secured notes due 2027 and 19.9% of its common equity in exchange for up to $340 million of its outstanding 4.5% senior unsecured notes due February 2025. The new 2027 notes will be secured by first-priority liens on 35 office properties with a gross book value of approximately $1.3 billion, second-priority liens on 19 properties that currently secure the company's senior secured notes due September 2029, and guarantees from certain of its subsidiaries. The company plans to repurchase, redeem, or repay the remaining $113.6 million of senior unsecured notes due 2025 with cash on hand or the proceeds from asset sales. S&P said, "Given the current terms of the transaction, we believe noteholders would be receiving adequate compensation, and thus would not consider the transaction to be a selective default. However, if the terms of the exchange offer were to change, we could reassess this view. "If the transaction fails to close, we believe this would jeopardize the company's ability to fully repay its 2025 notes before they come due. "The CreditWatch with developing implications indicates the high likelihood that we could either raise or lower our ratings on OPI following the resolution of the exchange offer. "Specifically, we could lower our ratings if the final terms of the exchange offer differ materially from our expectations or the company does not execute the exchange offer and we believe a default is likely. Alternatively, we could raise our ratings on OPI if it completes the exchange offer and we believe its debtholders received adequate compensation." OLIVER POINT: Seeks to Hire Milton D. Jones as Legal Counsel ------------------------------------------------------------ Oliver Point Apartments, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Milton D. Jones, Esq., as counsel. The firm's services include: (a) preparing pleading and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations as Debtor-in- possession; (d) consulting with the Debtor and representing it with respect to a Chapter 11 plan; (e) performing those legal services incidental and necessary to the day-to-day operation of the Debtor's business, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business and corporate legal advice and assistance; and (f) taking any and all other action incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Attorneys $400 per hour Legal Assistants $150 per hour The firm received from the Debtor a retainer of $12,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Milton D. Jones, Esq. PO Box 533 Lovejoy, GA 30250 Tel: (770) 899-8486 Email: miltondjonesatty@gmail.com About Oliver Point Apartments, LLC Oliver Point Apartments LLC owns and operates an apartment complex in Atlanta, Ga. Oliver Point sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-61781) on November 4, 2024, with total assets of $7,000,000 and total debts of $6,933,359. Olivia Chevannes, managing member, signed the petition. Milton Jones, Esq., serves as the Debtor's bankruptcy attorney. ORCHARD PARK: Asset Sale Proceeds to Fund Plan Payments ------------------------------------------------------- Orchard Park Equity Associates, LLC, filed with the U.S. Bankruptcy Court for the Western District of New York a Disclosure Statement describing Chapter 11 Plan of Liquidation dated October 15, 2024. OPEA, a real estate development company, was founded with the intention of building several new homes in Orchard Park, New York. The construction work and permitting was done to complete a total of 14 lots. Of those 14 lots, one unit has been completed and sold. A second unit is approximately 80 percent completed. The company is also in possession of undeveloped land that would permit the development of up to 38 additional townhomes. The project is principally financed by two debt instruments from Lake Shore Savings Bank ("LSSB") a Building Loan Note and a Revolving Optional Advance Grid Note. LSSB's decision not to renew the note caused OPEA to miss payments to various contractors. This resulted in two litigation matters: (1) D'Amorie Construction, LLC v. Orchard Park Equity Associates LLC (Index No. 811765/2023) and (2) Paul Lamparelli v. Orchard Park Equity Associates, LLC (Index No. 803648/2023). Given the Debtor's financial distress, it is utilizing the bankruptcy process to obtain a respite from having defend against multiple lawsuits, to provide a single forum to address the litigation, and to hopefully emerge in a position to complete its wind down efforts for the benefit of the other creditors besides LSSB and if possible, to return some money to the equity holders. The Plan is a plan of liquidation. Funds distributed under the Plan will consist of funds accumulated by OPEA as of the Effective Date. Distribution of the Debtor's assets pursuant to the Plan are contingent on confirmation of the Plan and the affirmative vote of one-impaired class of claimants. The Plan provides a release to and exculpation for OPEA and other parties for actions taken during the course of the bankruptcy case and limits the liability of OPEA related parties and the Plan Administrator for actions taken in carrying out the Plan. Class 4 consists of General Unsecured Claims. Each holder of an allowed general unsecured claim will be paid a pro rata share of the funds remaining after paying classes 1 to 3. This Class is impaired. The Debtor's equity interests, shall remain unimpaired under this Plan. However, Interest Holders shall only retain their interest upon payment of all amounts provided by this Plan. The Plan will be funded by the proceeds of the sales of the assets and properties of OPEA. A full-text copy of the Disclosure Statement dated October 15, 2024 is available at https://urlcurt.com/u?l=qHTSlk from PacerMonitor.com at no charge. Counsel to the Debtor: Samuel L. Yellen, Esq. Samuel L. Yellen, Attorney At Law, PLLC 1 Seneca St. 29th Fl., M-2 Buffalo, NY 14203 Tel: (716) 304-2820 Email: sam@yellenlegal.com About Orchard Park Equity Associates Orchard Park Equity Associates, LLC owns the Sheffer Farms Townhomes in Orchard Park, N.Y. Orchard Park Equity Associates filed its voluntary petition for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 24-10772) on July 17, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Edward E. Lewis, managing member, signed the petition. Judge Carl L. Bucki oversees the case. Samuel L. Yellen, Attorney at Law, PLLC serves as the Debtor's bankruptcy counsel. ORENGO AIR: Unsecureds Will Get 18% of Claims over 60 Months ------------------------------------------------------------ Orengo Air Corporation filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement for Plan of Reorganization dated October 15, 2024. The Debtors filed this petition in their corporate capacity. Debtors operate a Distribution company of air conditioning and an installation division of the air conditioning. The sale gross income is approximately $400,000.00 per month. The debtor’s expense is estimated at $340,000.00 monthly. The Debtor's only assets and liabilities are related to the Operation Air conditioning distribution business. The Debtor does not own any Real Properties. This Plan consists of 3 classes of creditors and Interests. The purpose of this Plan is to: (a) reorganize and pay the administrative claims (b) reorganize and pay the priority claims, and (c) reorganize and pay the unsecured claims. A Disposable Income Analysis shows that Debtor's monthly disposable income, projected over 60 months pursuant to Section 1129(a) (15) of the Bankruptcy Code, would result in a distribution to unsecured creditors. Under the Plan, however, creditors with General Allowed Unsecured Claims are projected to receive a distribution in the amount of $989,957.03 which is 18% on their Allowed Claims. Class 2 consists of Allowed General Unsecured Claims. The Class 2 Claims will be Satisfied via monthly payments starting the Effective Date of the Plan. Total Class 2 Claims is estimated at $5,499,761.26. The Distribution of class 2 claims is estimated at 18.00%. The distribution of this class will be monthly starting on the effective date of the plan until the month 60. This Class is impaired. Class 4 consists of Equity Security Holders. The Class 3 Claims will receive no distribution under the plan. This Class is impaired will not vote on the plan. The Plan will be funded from the Reorganized Debtor's cash flow generated by the Debtor. It generally consists of the by the operating of the business. The Debtor will contribute her cash flow to fund the Plan commencing on the Effective Date of the Plan and continue to contribute through the date that Holders of Allowed Class 1, 2 and 3, Claims receive the payments specified for in the Plan. A full-text copy of the Disclosure Statement dated October 15, 2024 is available at https://urlcurt.com/u?l=f3Fycx from PacerMonitor.com at no charge. Counsel to the Debtor: Jose M Prieto Carballo, Esq. JPC LAW OFFICE P.O. Box 363565 San Juan, PR 00936-3565 Telephone: (787) 607-2066 E-mail: jpc@jpclawpr.com About Orengo Air Corporation Orengo Air Corporation operates a distribution company of air conditioning and an installation division of the air conditioning. The filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-01434) on April 9, 2024, listing $2,366,403 in assets and $5,312,448 in liabilities. The petition was signed by Luis D. Torres Orengo as president. Jose M Prieto Carballo, Esq. at JPC LAW OFFICES represents the Debtor as counsel. ORYX OILFIELD: Seeks to Extend Plan Exclusivity to Feb. 10, 2025 ---------------------------------------------------------------- Oryx Oilfield Services, LLC and affiliates asked the U.S. Bankruptcy Court for the Eastern District of Texas to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to February 10, 2025 and April 11, 2025, respectively. The Debtors continue to explore various available alternatives to resolve their Bankruptcy Cases. In the meantime, the business of Debtor Oryx Oilfield Services, LLC, continues to be operated to preserve its going-concern value. Here, the following factors warrant the requested extension of exclusivity: * The Debtors have not been able to meaningfully prepare a proposed plan of reorganization because their focus has been on stabilizing operations and resolving other business-related issues. Debtors' management will have more time to focus on preparing a plan as those operational tasks are resolved. * The Debtors desire to negotiate the terms of a consensual plan with the Official Committee of Unsecured Creditors, who are not appointed until September 9, 2024, and whose employment of counsel has not yet been authorized by the Court. * The Debtors desire to negotiate the terms of a consensual plan with other key constituencies, including without limitation unsecured creditor Origami Holdings IV, LLC who holds the allegedly largest single unsecured claim and who did not first appear until October 30, 2024, via a proof of claim filing. * The Debtors are committed to proposing a chapter 11 plan during the extended period of exclusivity, and reasonably expect to be able to do so. * The Debtors are not seeking an extension to pressure creditors or to obtain any strategic advantage. * No creditor will be prejudiced by the requested extensions, in that exclusivity is not being used to prevent any creditor from presently enforcing its rights. Counsel to the Debtors: Frank J. Wright, Esq. Jeffery M. Veteto, Esq. Law Offices of Frank J. Wright PLLC 1800 Valley View Lane 250 Farmers Branch TX 75234 Tel: (214) 238-4153 Email: frank@fjwright.law About Oryx Oilfield Services Oryx Oilfield Services, LLC, is an oil and gas construction company working in shale plays throughout Texas. It fabricates pressure vessels, inter-connecting piping for modular builds, launchers and receivers, spools, supports, industrial grade platforms and ladders. Oryx and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 24-41618) on July 12, 2024, with total assets of $1 million to $10 million and total liabilities of $50 million to $100 million. Judge Brenda T. Rhoades oversees the cases. The Debtors tapped the Law Offices of Frank J. Wright, PLLC as bankruptcy counsel and Grady Bell LLP as special counsel. OYA RENEWABLES: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of OYA Renewables Development, LLC and its affiliates. The committee members are: 1. DNV Energy USA, Inc. Attn: Brian Kocsis 5777 Frantz Rd. Dublin, OH 43017 Phone: 614-761-6903 Email: brian.kocsis@dnv.com 2. Renewables Worldwide Inc. Attn: Matt D'Agati 16 Haverhill St., Suite 15 Andover, MA 01810 Phone: 978-697-6907 Email: mdagati@renewablesworldwide.org. Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About OYA Renewables Development OYA Renewables Development, LLC owns a portfolio of operating solar projects and projects in various stages of development in North America. It delivers distributed energy and smart long-term renewable energy solutions to local communities. OYA Renewables and seven affiliates filed Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-12574) on November 6, 2024. John Shepherd, chief restructuring officer, signed the petitions. At the time of the filing, the Debtors reported $100 million to $500 million in both assets and liabilities. Judge Karen B. Owens presides over the cases. The Debtors tapped Sisley Austin, LLP as general bankruptcy counsel; Young Conway Stargatt & Taylor, LLP as local bankruptcy counsel; Ankara Consulting Group, LLC as financial advisor; and Agenis Capital Advisors and Senahill Advisors, LLC as investment bankers. Kroll Restructuring Administration, LLC is the Debtors' notice and claims agent and administrative advisor. PERFORMANCE SPORTS: Court Vacates, Remands Gallina Suit ------------------------------------------------------- The Superior Court of New Jersey, Appellate Division vacated the orders issued by the Superior Court of New Jersey, Law Division, Union County in the case captioned as NICHOLAS GALLINA, Plaintiff-Appellant, v. BAUER HOCKEY, INC., and MONKEYSPORTS NJ, INC., Defendants-Respondents, DOCKET NO. A-3283-22 (N.J. Super. Ct. App. Div). The case is remanded for further proceedings. On March 29, 2019, Nicholas Gallina filed a six-count complaint against Bauer Hockey, MonkeySports, and fictitious defendants, alleging causes of action sounding in negligence and products liability. The court "administratively dismissed" plaintiff's complaint on April 15, 2019, based on a Rule 1:5-6 "deficiency," presumably because of plaintiff's failure to file proof of service with the court. Plaintiff's counsel subsequently filed a motion to reinstate the complaint on September 24, 2019, in which he attested he served MonkeySports and Bauer Hockey with the summons and complaint on May 16 and 28, 2019, respectively. The court granted plaintiff's application to reinstate in an October 11, 2019 order. On November 26, 2019, Bauer Hockey's bankruptcy counsel contacted plaintiff's counsel, informing him Bauer Hockey filed for Chapter 11 bankruptcy protection on October 31, 2016. Bauer Hockey's counsel further informed plaintiff's counsel on February 13, 2020, that the Chapter 11 bankruptcy filing was successful and requested a dismissal of all claims against it. A day later, the court administratively dismissed plaintiff's complaint without prejudice for lack of prosecution under Rule 1:13-7. The court first noted the parties "stipulated" that plaintiff's Rule 1:13-7 application was guided by the extraordinary circumstances standard. Plaintiff failed to satisfy that standard according to the court based on counsel's delay in filing the motion three years after the matter was dismissed, and in light of the "abundance of prejudice" caused by the passage of time, "unavailability of witnesses and evidence," including the "unavailability" of the address of a witness. It also concluded because it denied Bauer Hockey's motion, MonkeySports' application was moot. Mr. Gallina argues the judge abused his discretion in denying the motions. According to the Appellate Court, "Here, given that neither defendant answered the complaint, nor proceeded against either defendant in any manner, the trial court's order in which it applied the extraordinary circumstances standard was erroneous under our holding in Estate of Semprevivo. On this point, all parties agree the good cause standard applied to plaintiff's reinstatement application." It explains, "We have considered applying the good cause standard to determine if the record supports reinstating the complaint, the procedure followed by the Estate of Semprevivo court, but conclude it would be improper, as to do so on the current record would be effectively invoking our original jurisdiction under Rule 2:10-5, which we employ 'sparingly and only in clear cases that are free of doubt.' Rather, we are convinced a remand is appropriate for the court to consider the record anew after applying the correct legal standard and with the opportunity to make additional factual findings and legal conclusions specific as to each defendant, and, on this point, note the court did not make any findings as it related to MonkeySports, instead dismissing its application as moot." A copy of the Court's decision is available at https://urlcurt.com/u?l=gbluoW Attorneys for appellant: Thomas J. Manzo, Esq. Alexandrea M. Jacinto, Esq. Szaferman, Lakind, Blumstein & Blader, PC 101 Grovers Mill Road, Suite 200 Lawrenceville, NJ 08648 E-mail: tmanzo@szaferman.com Attorneys for respondent Bauer Hockey, Inc.: Yelena Graves. Esq. Strongin Rothman & Abrams, LLP, 70 South Orange Avenue, Suite 215 Livingston, NJ 07039 E-mail: ygraves@sralawfirm.com Attorneys for respondent Monkeysports NJ, Inc.: Jared J. Limbach, Esq. Donnelly Minter & Kelly, LLC 163 Madison Avenue, Suite 320 Morristown, NJ 07960 About Performance Sports Group Exeter, N.H.-based Performance Sports Group Ltd. -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball/Softball Corp.; PSG Innovation Corp.; Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. Ernst & Young LLP is the monitor in the CCAA cases. The Monitor tapped Thornton Grout Finnigan LLP, Allen & Overy LLP, and Buchanan Ingersoll & Rooney PC as attorneys. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10, 2016, appointed three creditors of BPS US Holdings, Inc., parent of Performance Sports, to serve on the official committee of unsecured creditors. The Creditors' Committee retained by Blank Rome LLP as counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province Inc. as financial advisor. The U.S. Trustee appointed a committee of equity security holders. The equity committee is represented by Natalie D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP. The U.S. Court appointed M.J. Renick & Associates LLC as the fee examiner. * * * As reported by the Troubled Company Reporter, effective as of Feb. 27, 2017, the Company consummated the sale of substantially all of the assets of the Company and its North American subsidiaries, including its European and global operations, pursuant to an asset purchase agreement, dated as of Oct. 31, 2016, as amended, by and among the Sellers, 9938982 Canada Inc., an acquisition vehicle co-owned by affiliates of Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and the designated purchasers party thereto, for a base purchase price of US$575 million in aggregate, subject to certain adjustments, and the assumption of related operating liabilities. The transaction was the culmination of the process commenced by the Sellers pursuant to creditor protection proceedings launched on Oct. 31, 2016, in the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy Court for the District of Delaware under Chapter 11 of the Bankruptcy Code, as amended. The Company conducted a court-supervised sale and auction process as part of its Canadian and U.S. court proceedings. The bid made by the Purchaser served as the "stalking horse" bid for purposes of the process and was ultimately determined to be the successful bid in accordance with the related court approved bidding procedures. In accordance with, and pursuant to, the terms and conditions of the Agreement, the Company has changed its name to "Old PSG Wind-down Ltd." from "Performance Sports Group Ltd." effective as of March 20, 2017. BPS US Holdings Inc. changed its name to Old BPSUSH Inc. On Aug. 25, 2017, the Debtors filed their original Plan of Liquidation and related Disclosure Statement. On Oct. 19, 2017, the Debtors filed their modified Plan of Liquidation and modified Disclosure Statement. PHYSMODO INC: Commences Subchapter V Bankruptcy Proceeding ---------------------------------------------------------- On November 14, 2024, Physmodo Inc. 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 that funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on December 19, 2024 at 1:00 PM. About Physmodo Inc. Physmodo Inc. is a merchant wholesaler of professional and commercial equipment and supplies. Physmodo Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy N.D. Tex. Case No. 24-33699) on November 14, 2024. In the petition filed by Andrew Menter, as CEO, 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: Melissa S. Hayward, Esq. HAYWARD PLLC 10501 N. Central Expressway Suite 106 Dallas, TX 75231 Tel: 972-755-7100 Email: mhayward@haywardfirm.com PHYSMODO INC: Gets Interim OK to Use Cash Collateral ---------------------------------------------------- Physmodo, Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to use its secured creditors' cash collateral. The company's cash on hand and receivables as of the petition date constitute cash collateral of its secured creditors. The U.S. Small Business Administration is the primary senior secured creditor of the company, which asserts interest in the cash collateral. The court's interim order approved the use of cash collateral to pay operating expenses set forth in the company's projected budget. Physmodo is not allowed to exceed 10% of the total expenses provided in the budget without court approval. As adequate protection, any creditor with an interest in the cash collateral will be granted replacement liens on the company's assets and the proceeds thereof, and an administrative claim with priority in payment over all other administrative expenses, debt and obligations by the company. In addition, SBA will receive a monthly payment of $2,195 from the company. A final hearing is scheduled for Dec. 11. About Physmodo Inc. Physmodo Inc. is a merchant wholesaler of professional and commercial equipment and supplies in Dallas, Texas. Physmodo sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-33699) on November 14, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Andrew Menter, chief executive officer of Physmodo, signed the petition. Melissa S. Hayward, Esq., at Hayward, PLLC, represents the Debtor as legal counsel. PINECREST ACADEMY: S&P Assigns 'BB+' Rating on 2024 Refunding Bonds ------------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'BB+' long-term rating on the Arizona Industrial Development Authority's debt outstanding, issued for Pinecrest Academy of Nevada. At the same time, S&P assigned its 'BB+' rating to the school's series 2024 refunding bonds. "The positive outlook reflects our view of Pinecrest Academy's solid enterprise profile with a robust enrollment base following steady enrollment growth and moderating debt service, which we believe will likely lead to improving maximum annual debt service (MADS) coverage and debt burden metrics. If the school is able to sustain its financial performance such that MADS coverage improves and liquidity grows, this could support a higher rating," said S&P Global Ratings credit analyst Brian Marshall. Currently, Pinecrest has approximately $133 million in debt outstanding, including all the school's existing debt. The assets, revenue, and enrollment of all Pinecrest's Pinecrest's Horizon, St. Rose, Inspirada, Cadence, and Sloan Canyon schools secure the bonds. Officials will use the series 2024 bonds to refund a portion of the school's existing debt for savings. S&P understands the school has no current plans to take on additional debt. S&P said, "Based on our "Group Rating Methodology" (published July 1, 2019, on RatingsDirect), the rating analysis encompasses the entire Pinecrest Academy Inc. organization. The rating is based on our group credit profile (GCP) on the academy and our view that the five schools that are obligated to support the bonds are core to the organization. The obligated group constitutes the majority of Pinecrest's assets, revenue, and enrollment. Given the obligated group's core status, the rating is equal to that on the GCP. The analysis reflects the entire Pinecrest Academy Inc. (the six schools consolidated), but the rating applies only to the bonds and not to Pinecrest Academy Inc. as an organization." PURDUE PHARMA: Mediators Expect New Cash, Bankruptcy Plan by Jan. ----------------------------------------------------------------- James Nani of Bloomberg Law reports that mediators appointed by the court stated that Purdue Pharma LP's plan to exit bankruptcy, which includes over the previously promised $6 billion from the Sackler family owners, is on track to be filed in January 2025. During a hearing on Tuesday, November 26, 2024, U.S. Bankruptcy Judge Sean Lane granted Purdue's request for an extension of the injunction protecting Sackler family members from civil lawsuits related to opioid sales. However, despite objections from three state governments, Lane approved the extension only until December 23, 2024 rather than the January 9 date Purdue had requested. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC, is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. In early March 2022, Purdue Pharma reached a nationwide settlement over its role in the opioid crisis, with the Sackler family members boosting their cash contribution to as much as $6 billion. The settlement was hammered out with attorneys general from the eight states -- California, Connecticut, Delaware, Maryland, Oregon, Rhode Island, Vermont and Washington -- and D.C. who had opposed the previous settlement. QUALITY SERVICES: Jeanette McPherson Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Jeanette McPherson, Esq., at Fox Rothschild, LLP, as Subchapter V trustee for Quality Services, Inc. Ms. McPherson will be paid an hourly fee of $625 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. McPherson declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jeanette McPherson, Esq. Fox Rothschild, LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, NV 89135 Phone: (702) 699-5923 Email: TrusteeJMcPherson@FoxRothschild.com About Quality Services Quality Services, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-51118) on November 6, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Judge Hilary L. Barnes presides over the case. Stephen R. Harris, Esq., at Harris Law Practice, LLC represents the Debtor as bankruptcy counsel. REAVANS GILBERT: Trustee's Partial Summary Judgment Bid Denied -------------------------------------------------------------- In the case DANIEL J. SHERMAN, as Chapter 7 Trustee for Reavans Gilbert, LLC, Plaintiff, v. REAVANS CORPORATION, TX RCG, LLC, and REAVANS CAPITAL GROUP, LLC, Adversary No. 23-03098-sgj (Bankr. N.D. Tex.), Judge Stacey G. C. Jernigan of the United States Bankruptcy Court for the Northern District of Texas denied the Trustee’s Motion for Partial Summary Judgment on Ponzi Scheme Issue. Reavans Gilbert, LLC was one of numerous special purpose entities formed under the general umbrella of an enterprise ("Reavans") owned and controlled by Nick Ichimaru and Hiroyuki Kawata that operated in real estate in California and Texas, generally working with Japanese nationals to facilitate investments relating to real estate in the United States. Reavans began with the formation of Reavans Corporation (one of the defendants in this Action) in California in October 2002. Ichimaru and Kawata each owned 50% of Reavans Corporation, with Ichimaru as president and Kawata as the registered agent and chief financial officer. Reavans Capital Group, LLC, another defendant in this Action, was formed in June 2009 as a Texas LLC. Ichimaru was the sole member of Reavans Capital Group. The third defendant in this adversary proceeding, TX RCG, LLC, was formed in March 2015 with Reavans Capital Group as its sole member and both Ichimaru and Kawata as managers. Reavans Gilbert was not formed until July 31, 2017, with TX RCG as its sole member, Ichimaru as its president, and Kawata as its secretary. TX RCG formed at least six other special purpose entities as part of the Reavans Enterprise: Reavans Annex LLC, Reavans Lake Avenue, LLC, Reavans Villa Maria LLC, Reavans Trinity Meadows LLC, Reavans Gaslight LLC, and Reavans Lakeside LLC. The Action has been referred to by the parties as the "Substantive Consolidation Adversary" because the Trustee ultimately seeks the equitable remedy of substantive consolidation of three non-debtor affiliates of the Debtor into the bankruptcy estate of the Debtor, for purposes of administration and distribution of assets. This Action was commenced on December 27, 2023, not with the filing of a traditional complaint, but by virtue of an order from this court converting the Trustee’s motion for substantive consolidation, that had been filed in the main bankruptcy case on September 14, 2023, into an adversary proceeding, following the court’s ruling at a hearing on the Substantive Consolidation Motion that due process considerations required the Trustee’s request for substantive consolidation of non-debtor entities into the Debtor be brought by an adversary proceeding under Federal Rules of Bankruptcy Procedure 7001, et seq. In his Motion for Partial Summary Judgment, the Trustee does not seek a summary judgment on the issue of substantive consolidation; rather, as the title of his motion indicates, he is seeking a partial summary judgment on the "Ponzi scheme issue," and, more specifically, he "prays that, in each adversary proceeding where the Trustee has asserted a claim under Sec. 548," -- which the court notes does not include this Action -- "that this Court hold, as a matter of law, that the Debtor operated a Ponzi scheme, and as such, also acted with the requisite intent to ‘hinder, delay, or defraud’ it’s creditors under 11 U.S.C. Sec. 548(a)(1)(A)." Because the Trustee does not assert a fraudulent transfer claim in this Action or plead in his "complaint" in this Action (i.e., the converted Substantive Consolidation Motion) that the Debtor operated a Ponzi scheme or that such a finding would necessarily lead the Court to grant the requested relief of substantive consolidation of the Non-Debtor Affiliates with the Debtor’s bankruptcy estate -- those causes of action and allegations are contained in one or more of the other actions (the Fraudulent Transfer Actions) that the Trustee apparently refers to in his prayer for relief in his Motion for Partial Summary Judgment -- the Court denies the Motion for Partial Summary Judgment. A copy of the Court's decision is available at https://urlcurt.com/u?l=sr6IEm About Reavans Annex Reavans Annex, LLC and Reavans Lake Avenue, LLC classify their business as single asset real estate (as defined in 11 U.S.C. Section 101(51B). Meanwhile, Reavans Gilbert LLC is an investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. Section 80a-3). Reavans Annex, Reavans Gilbert and Reavans Lake Avenue sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 19-33704, 19-33705 and 19-33707) on Nov. 4, 2019. At the time of the filing, Reavans Annex had estimated assets of between $1 million and $10 million and liabilities of between $500,000 and $1 million. Reavans Gilbert had estimated assets of between $10 million and $50 million and liabilities of between $500,000 and $1 million. Reavans Lake had estimated assets of between $1 million and $10 million and liabilities of between $100,000 and $500,000. The cases have been assigned to Judge Harlin DeWayne Hale. The Debtors tapped Joyce W. Lindauer Attorney, PLLC as their legal counsel. RECOMBINETICS INC: William Homony Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed William Homony of Miller Coffey Tate, LLP as Subchapter V trustee for Recombinetics, Inc. and affiliates. Mr. Homony 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. Homony declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William A. Homony, CIRA Miller Coffey Tate, LLP 1628 John F. Kennedy Boulevard, Suite 950 Philadelphia, PA 19103 Telephone: (215) 561-0950 ext. 26 Fax: (215) 561-0330 Email: bhomony@mctllp.com About Recombinetics Inc. Recombinetics Inc. is a gene-editing company in Eagan, Minn., known for its hornless dairy bulls. Recombinetics sought relief under Chapter 11 of the U.S. Bankruptcy (Bankr. D. Del. Case No. 24-12593) on November 11, 2024, with total assets of $1.7 million and total liabilities of $7.7 million. Judge Mary F. Walrath oversees the case. The Debtor is represented by Ian J. Bambrick, Esq., at Faegre Drinker Biddle & Reath, LLP. RENNOVA HEALTH: Units Ordered to Pay $7.3 Million to Cigna Health ----------------------------------------------------------------- Rennova Health, Inc., reported in a Form 8-K filed with the Securities and Exchange Commission that Biohealth Medical Laboratory, Inc. and PB Laboratories, LLC, subsidiaries of the Company, filed suit against CIGNA Health in 2015 alleging that CIGNA failed to pay claims for laboratory services the Companies provided to patients pursuant to CIGNA-issued and CIGNA-administered plans. In 2016, the U.S. District Court dismissed part of the Companies' claims for lack of standing. The Companies appealed that decision to the Eleventh Circuit Court of Appeals, which in late 2017 reversed the District Court's decision and found that the Companies have standing to raise claims arising out of traditional insurance plans, as well as self-funded plans. In July 2019, the Companies and EPIC Reference Labs, Inc., another subsidiary of Rennova, filed suit against CIGNA Health for failure to pay claims for laboratory services provided. Cigna Health, in turn, sued for alleged improper billing practices. Because the Company did not have the financial resources to see the legal action to conclusion it assigned the benefit, if any, from the suit to Chris Diamantis, a former member of Rennova's Board of Directors, for his financial support to the Company and assumption of all costs to carry the case to conclusion. On Nov. 4, 2024, a jury in the United States District Court for the District of Connecticut awarded no amounts to the Companies and EPIC in connection with the lawsuit and an aggregate of $7.3 million to Cigna Health in connection with the lawsuit brought by Cigna Health against the Companies and EPIC. The Companies and EPIC are currently considering their options which may include motions to the court, appeals and/or other legal remedies available to them. The Companies and EPIC are non-operating subsidiaries of Rennova. Management believes the likelihood of collection of such verdict is remote and, therefore, the verdict is likely not material to the current and future operations or financial condition of Rennova, but there can be no assurances that the verdict, or a portion thereof, will not be paid at some point. Any payments could be materially adverse to the financial condition of Rennova. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com-- is a provider of health care services. The Company owns one operating hospital in Oneida, Tennessee known as Big South Fork Medical Center, a hospital located in Jamestown, Tennessee that it plans to reopen. In addition, the Company has a strategic investment in InnovaQor, Inc. Rennova Health reported a net loss available to common stockholders of $334.17 million for the year ended Dec. 31, 2022, compared to a net loss available to common stockholders of $500.87 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $20.57 million in total assets, $49.67 million in total liabilities, and a total stockholders' deficit of $29.09 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has recognized recurring losses and negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. At Sept. 30, 2023, the Company had a working capital deficit and a stockholders' deficit of $41.5 million and $27.6 million, respectively. While the Company had net income of $1.5 million for the nine months ended September 30, 2023, it incurred a net loss of $0.5 million and $3.3 million for the three months ended Sept. 30, 2023, and the year ended Dec. 31, 2022, respectively. As of Nov. 14, 2023, its cash is deficient, and payments for its operations in the ordinary course are not being made. The Company said losses in prior years and other related factors, including past due accounts payable and payroll taxes, as well as payment defaults under the terms of outstanding notes payable and debentures, raise substantial doubt about the Company's ability to continue as a going concern for 12 months from the filing date of this report. RESONATE BLENDS: Incurs $305K Net Loss in Third Quarter ------------------------------------------------------- Resonate Blends, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $305,495 on $598,627 of sales for the three months ended Sept. 30, 2024, compared to a net loss of $228,170 on $0 of sales for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $1.56 million on $1.35 million of sales, compared to a net loss of $1.01 million on $16,468 of sales for the same period during the prior year. As of Sept. 30, 2024, the Company had $1.86 million in total assets, $4.50 million in total current liabilities, and a total shareholders' deficit of $2.64 million. As of Sept. 30, 2024, the Company has an accumulated deficit of $28,292,170. Resonate Blends stated, "The company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments that might arise from this uncertainty." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/897078/000149315224047676/form10-q.htm About Resonate Blends Headquartered in North Bergen, New Jersey, Resonate Blends, Inc. engages in the discovery, development and marketing of products designed to better mankind. The Company believes it is positioning its company as a leader in the field of Regenerative Medicine defined by the National Institute of Health using nutritionally designed products. Intended products are to be marketed under third-party label exemptions. The Company is focusing its current efforts on marketing licensed patent-pending natural stem cell mobilizing agents capable of enhancing each individual's ability to mobilize their own adult stem cells from their bone marrow. Also, the Company is licensed under a patent-pending application to market a dual acting all natural diet aid designed to help control hunger through normal body signals to the brain and stomach. Products are being developed for consumer and professional markets. Research and development activities center on exploring other areas, such as Secretogues that can naturally enhance a person's own growth hormone production and similar all natural bioactive formulations to enhance human performance safely, ethically, legally and utilizing known body mechanisms without the use of drugs. Houston, Texas-based Victor Mokuolu, CPA, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered recurring operating losses, has working capital deficit of $2,150,975 and $1,170,940, as of December 31, 2023, and December 31, 2022, respectively. The Company also had accumulated deficit of $26,736,403 and $25,320,424 as of December 31, 2023, and December 31, 2022, respectively. These factors raise substantial doubt about its ability to continue as a going concern. RIGHT SIZE: Seeks to Hire Michael Jay Berger as Counsel ------------------------------------------------------- Right Size Plumbing & Drain Co Inc. dba Lime Green Water Damage and Restoration dba Tip-Top Drain Pros & Plumbing Experts seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger as attorney. The firm's services include: a. communicating with creditors of the Debtor; b. reviewing the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; c. advising the Debtor of its legal rights and obligations in a bankruptcy proceeding; d. working to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee (the "OUST"); e. preparing status reports as required by the Court, and responding to any motions filed in Debtor's bankruptcy proceeding; f. responding to creditor inquiries; g. reviewing of proofs of claim filed in Debtor's bankruptcy; h. objecting to inappropriate claims; i. preparing status reports as required by the court; and j. preparing a Chapter 11 Plan of Reorganization for the Debtor. The firm will be paid at these rates: Michael Jay Berger $645 per hour Sofya Davtyan $595 per hour Robert Poteete $475 per hour Senior paralegals and law clerks $275 per hour Paralegal $200 per hour The firm was paid a retainer in the amount of $25,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jay Berger, Esq., a partner at Law Offices of Michael Jay 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 at: Michael Jay Berger, Esq. Sofya Davtyan, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd. 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: Michael.Berger@bankruptcypower.com Sofya.Davtyan@bankruptcypower.com About Right Size Plumbing & Drain Co Inc. Right Size Plumbing & Drain Co Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11886) on November 11, 2024, with up to $500,000 in assets and up to $10 million in liabilities. David E. Jones, president of Right Size, signed the petition. Judge Victoria S. Kaufman oversees the case. Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger, represents the Debtor as bankruptcy counsel. ROCKING M MEDIA: Entitled to Earnest Money Deposit, Interest ------------------------------------------------------------ Chief Judge Dale L. Somers of the United States Bankruptcy Court for the District of Kansas ruled on the dispute between Rocking M Media, LLC and Rocking M Wichita, LLC, and Allied Media Partners, LLC regarding entitlement to earnest money deposit. Prepetition, two debtors in these jointly administered proceedings, Rocking M Media, LLC and Rocking M Wichita, LLC, as sellers, and Allied Media Partners, LLC, as buyer, entered into a Purchase and Sale Agreement for transfer of the FCC licenses for eight radio stations and related assets. AMP provided a $300,000 Earnest Money Deposit. The sale did not close. Debtors and AMP both claim entitlement to the deposit, asserting the other party breached the PSA in multiple ways, including inability to satisfy the conditions for closing. Trial was held on August 13 and 14, 2024. The Court has jurisdiction over the dispute. The Court concludes RMM did not breach the PSA in the manner alleged by AMP. It also concludes AMP breached the PSA by failing to agree to a closing date and participating in a closing prior to the expiration of the FCC consents to the transaction. Accordingly, under section 15.4 of the PSA, RMM is entitled to the Earnest Money Deposit. RMM’s objections to AMP’s proofs of claim is sustained with respect to the Earnest Money Deposit and RMM’s claim to the Earnest Money Deposit as property of the estate is sustained. A copy of the Court's decision is available at https://urlcurt.com/u?l=bRIGwc About Rocking M Media, LLC Rocking M Media, LLC and its affiliates own and operate radio stations, radio networks, and digital media platforms that provide music, news, sports, and weather to its listeners and viewers. Rocking M Media supports local, regional, and national businesses and organizations across the State of Kansas as well as Nebraska, Colorado, Oklahoma, and Texas. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-20242) on March 26, 2022. In the petition signed by Monte M. Miller, chief executive officer, the Debtors disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Dale L. Somers oversees the case. Sharon L. Stolte, Esq., at Sandberg Phoenix & von Gontard PC is the Debtors' counsel. Kansas State Bank of Manhattan, as creditor, is represented by Nicholas J. Zluticky, Esq., at Stinson LLP. Belate, LLC, as creditor, is represented by Andrea Chase, Esq., at Spencer Fane LLP. Farmers and Merchants Bank of Colby, as creditor, is represented by Scott M. Hill, Esq. at Hite, Fanning & Honeyman L.L.P. ROCKY MOUNTAIN: Director Mark Riegel Steps Down From Board ---------------------------------------------------------- Rocky Mountain Chocolate Factory, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Mark Riegel, serving as a Director of the Board of Directors of the Company, notified the Board of his resignation effective November 6, 2024. Mr. Riegel's resignation is not the result of any disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. 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 August 31, 2024, Rocky Mountain Chocolate Factory had $21.1 million in total assets, $10.6 million in total liabilities, and $10.5 million in total shareholders' equity. Going Concern During the six months ended August 31, 2024, Rocky Mountain Chocolate Factory used cash in operating activities of $5.7 million. Additionally, the Company was not in compliance with the requirement under a credit agreement, as amended, with Wells Fargo Bank N.A. to maintain a ratio of total current assets to total current liabilities of at least 1.5 to 1. The Company's current ratio as of August 31, 2024 was 1.24 to 1. The Credit Agreement was set to expire on September 30, 2024, and was repaid on September 30, 2024. These factors raise substantial doubts about the Company's ability to continue as a going concern within the next 12 months. RODA LLC: Property Sale Proceeds to Fund Plan Payments ------------------------------------------------------ RODA, LLC and Kenneth S. Eiler, Trustee of Roy MacMillan Estate, submitted a Disclosure Statement for Joint Plan of Liquidation for RODA and Roy MacMillan dated October 15, 2024. RODA is an Oregon limited liability company. According to the Statement of Financial Affairs filed in the RODA Bankruptcy Case, RODA is owned by MacMillan1 (48.958334%), David Flora (48.958334%) and Ann Fisher (2.08333%). MacMillan was the managing member of RODA. RODA owned the real property and improvements commonly known as the Sherwood Ice Arena, located at 20407 SW Borchers Dr., Sherwood, Oregon 97140 at which several tenants with various types of business leased space (the "RODA Property"). The RODA Property was comprised was primarily leased to Oregon Ice Entertainment, Inc., an Oregon corporation ("OIE"). MacMillan owned the real property and improvements commonly known as 17815 NE Courtney Rd., Newberg, OR 97132 (4 tax lots) (the "Farm Property"). MacMillan acquired one of the tax lots that comprise the Farm Property from Yamhill County in a tax foreclosure sale conducted by Yamhill County on a property formerly owned by a neighbor. PacWest holds a lien on most but not all the Farm Property. By order dated July 24, 2024, the Court entered an order granting RODA's motion to sell the RODA Property free and clear of claims, liens and interests to Watumull Properties, Inc. for a sale price of $6,100,000.00, which sale closed on July 31, 2024. From the proceeds of the Sale, RODA paid the commission to Hilco, the real property taxes owed to Washington County and the costs of sale, which resulted in net proceeds of $5,426,127.44 for the RODA estate (the "Sale Proceeds"). The Sale Proceeds are being held in a separate account at Key Bank earning 4.5% interest per annum. The Plan provides for the resolution of any claim objections, the pursuit of any accounts receivable still owed to RODA and the investigation and possible pursuit of any avoidance claims. RODA intends to file a motion with the Court prior to confirmation of the Plan to make an interim distribution to PacWest of $4,000,000.00 of the Sale Proceeds. That will leave more than enough to cover the remaining fees and costs associated with plan confirmation and administration of the estate as set forth in the Plan. The Plan provides that following confirmation of the Plan, a Plan Agent will liquidate the assets of the MacMillan Estate, pursue any causes of action, and distribute the net proceeds thereof to creditors in accordance with the priorities established under the Bankruptcy Code and applicable law. The Plan provides for the following treatment of creditors: (a) The PacWest/Trustee carve out order will be fully implemented with respect to the PacWest secured claims: and (b) unsecured general unsecured creditors (including the deficiency claim of PacWest) will receive pro rata distributions from unencumbered funds including the unsecured portion of the Farm Property. Class 2 consists of the General Unsecured Claims against RODA. The Class 2 Claims consist of the claim of SRL Legal, LLC in the amount of $26,936.50 and the unsecured deficiency claim of PacWest. Based upon agreement between PacWest and SRL Legal, LLC, SRL Legal, LLC (the only Class 2 Claim that RODA believes is an allowed Class 2 Claim other than the deficiency claim of PacWest) shall receive $10,000.00 from the Sale Proceeds (the "Carveout") in satisfaction of its Allowed Claim. To the extent that there are claims that are determined to be Class 2 Allowed Claims in addition to that of SRL Legal, LLC, SRL Legal, LLC and such other Class 2 Allowed Claims shall receive a Pro Rata distribution of the Carveout from the Debtor or Post Confirmation Debtor on or before December 31, 2024. To the extent that there are proceeds from Avoidance Actions, any such recoveries shall be distributed to the Class 1 Allowed Claim in exchange for the Carveout. Class 2 is unimpaired. Class 3 consists of the General Unsecured Claims against MacMillan. Class 3 Allowed Claims will receive a Pro Rata distribution of the net proceeds after liquidation of unencumbered assets of the MacMillan Estate. Class 3 is impaired under the Plan. The Trustee intends to proceed to sell the MacMillan Farm Property pursuant to Section 363 of the Bankruptcy Code. To the extent the Trustee does not close a sale of the MacMillan Farm Property prior to confirmation of the Plan, the Plan Agent will close the sale of the MacMillan Farm Property. The Trustee anticipates that the MacMillan Farm Property will be sold as a whole, and a purchase price allocation shall be negotiated to determine the allocable value of the Unencumbered MacMillan Property. The distributions to each of the Classes under the Plan shall be made, depending on the Debtor, from the Sale Proceeds, from cash on hand, Property Income and, ultimately, from the Net Proceeds of a Sale Event. All expenditures and distributions of funds from Property Income, whether to fund ongoing operations or distributions required under the Plan, shall be free and clear of any liens, claims, interests or encumbrances of any Person. A full-text copy of the Disclosure Statement dated October 15, 2024 is available at https://urlcurt.com/u?l=8QZ0cj from PacerMonitor.com at no charge. Attorneys for Debtor RODA, LLC: Tara J. Schleicher, Esq. FOSTER GARVEY PC Eleventh Floor 121 SW Morrison Street Portland, Oregon 97204-3141 Telephone: (503) 228-3939 Facsimile: (503) 226-0259 Attorneys for Kenneth S. Eiler, Trustee of Roy MacMillan Estate: David W. Criswell, Esq. Andrew J. Geppert, Esq. LANE POWELL PC 601 S.W. Second Avenue, Suite 2100 Portland, Oregon 97204 Telephone: 503.778.2100 Facsimile: 503.778.2200 About RODA LLC RODA, LLC, a company in Washington County, Ore., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-30250) on Feb. 6, 2023. In the petition signed by its managing member, Roy MacMillan, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Teresa H. Pearson oversees the case. Douglas R. Ricks, Esq., at Vander Bos and Chapman, LLP and Intellequity Legal Services, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. Kenneth S. Eiler, the Chapter 11 trustee, tapped Lane Powell, PC as legal counsel and Bennington & Moshofsky, P.C. as accountant. SAWYER TOWER: Property Destroyed by Asbestos, Receiver Claims ------------------------------------------------------------- On behalf of New Perspective Asset Management LLC, the court appointed receiver over the real property commonly known as 521 & 529 Sawyer Blvd., Columbus, Ohio 43203 and formerly known as Sawyer Towers and now known as Latitude Five25 ("property"). The property was placed into receivership for the benefit of creditors by the Franklin Court, Ohio, Court of Common Pleas in Case No. 22 CV 7387, the Honorable Judge Michael Holbrook presiding. The receiver filed a motion with the court seeking a determination that all remaining personal property of former tenants and occupants of the property has either been destroyed by asbestos contamination, is not practicable to remove, or otherwise is discarded, and therefore is abandoned. As a result, the receiver asked the court to terminate any rights former tenants and occupants may have in the personal property and assets remaining on the property and to determine that no claim can be made in the future against a potential purchaser of the property related to any remaining personal property items, and that any claims related thereto would attach solely to the proceeds of the sale of the property to be disbursed through the established proof of claims process. The receiver also asked the court for authority to seek releases and acknowledgement of abandonment from former tenants with respect to personal property remaining at the property in exchange for payment of $1,000. The Court has approved the proposed relief subject to potential objections. If no objections are filed, the relief will become final automatically. The rights of the former tenants or occupants who still have personal property at the property may be affected. The Court has set a deadline of Dec. 9, 2024, for objections to the requested relief to be filed, and, if you do not timely state your position with respect to the motion, the relief requested by the receiver will automatically become final. You may obtain a copy of the motion from the Franklin County Common Pleas Clerk of Court or by emailing admin@npamreceiver.com or mailing PO Box 3032, Dublin, Ohio 43013. Inquiries concerning providing a release in exchange for monetary compensation may be made by emailing admin@npamreceiver.com. SCHAFER FISHERIES: Gets OK to Use Cash Collateral Until Dec. 30 --------------------------------------------------------------- Schafer Fisheries Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois to continue to use the cash collateral of Newtek Small Business Finance, LLC. The company's right to use the cash collateral has been extended until Dec. 30 in accordance with its projected budget filed with the court. The next hearing is scheduled for Dec. 18. About Schafer Fisheries Schafer Fisheries Inc. is a seafood processor and distributor in Fulton, Ill. Schafer Fisheries filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-80824) on June 20, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Jennifer Schank of Fuhrman & Dodge, S.C. serves as Subchapter V trustee. Judge Thomas M. Lynch oversees the case. Schafer Fisheries tapped The Golding Law Offices PC and Leibowitz, Hiltz & Zanzig, LLC as its co-counsel; and Philip Firrek as consultant to, among others, review the Debtors' cost of operations. The Law Offices of Richard N. Golding, PC serves as the Debtor's counsel. SCILEX HOLDING: Fails to Meet Nasdaq Bid Price Requirement ---------------------------------------------------------- Scilex Holding Company disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it received a letter from The Nasdaq Stock Market notifying the Company that, because the closing bid price for its common stock has been below $1.00 per share for 30 consecutive business days prior to November 1, 2024, it no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has no immediate effect on the listing of the Company's common stock on The Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until April 30, 2025, to regain compliance with the Minimum Bid Price Requirement. During the compliance period, the Company's shares of common stock will continue to be listed and traded on The Nasdaq Capital Market. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day grace period. In the event the Company is not in compliance with the Minimum Bid Price Requirement by April 30, 2025, the Company may be afforded a second 180-day grace period. To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement. In addition, the Company would be required to provide written notice of its intention to cure the minimum bid price deficiency during this second 180-day compliance period by effecting a reverse stock split, if necessary. The Company intends to actively monitor the bid price for its common stock between now and April 30, 2025 and will consider available options to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or that the Company will otherwise be in compliance with the other listing standards for The Nasdaq Capital Market. About Scilex Holding Headquartered in Palo Alto, Calif., Scilex Holding Company is focused on acquiring, developing, and commercializing non-opioid pain management products for the treatment of acute and chronic pain. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and is dedicated to advancing and improving patient outcomes. Scilex's commercial products include: (i) ZTlido (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults, expected to launch in the first half of 2024. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 11, 2024, citing that the Company has negative working capital, has suffered losses from operations, has recurring negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Scilex incurred net losses of $114.3 million, $23.4 million, and $88.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of June 30, 2024, Scilex had $104.5 million in total assets, $319.2 million in total liabilities, and $214.7 million in total stockholders' deficit. SCOTTS MIRACLE-GRO: S&P Alters Outlook to Stable, Affirms 'B+' ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'B+' issuer credit and 'B-' issue-level ratings on U.S.-based The Scotts Miracle-Gro Co.'s senior unsecured notes. The recovery rating on the notes remains '6', reflecting its expectation of negligible (0-10%; rounded estimate 0%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation that Scotts will maintain its strong market positions, stabilize its core U.S. consumer business assuming fair weather conditions, and deliver progress on margin recovery through its supply chain cost-savings initiatives, resulting in S&P Global Ratings-adjusted leverage sustained below 5x. Scotts has restored its credit measures in line with S&P's expectations for the rating. The company increased its S&P Global Ratings-adjusted EBITDA by about 60% year over year in fiscal 2024 (ended Sept. 30, 2024), supported by a rebound in the lawn and garden business--driven by 9% increase in point-of-sale demand, normalizing retailer ordering trends, lower input and restructuring-related costs, and better overhead cost absorption. Scotts was able to de-lever to about 4.7x at end of fiscal 2024 from 8.4x in 2023. S&P said, "We project Scotts will grow EBITDA by about 8% in 2025 driven by continued tailwinds from lower commodity costs and savings from its right-sizing initiatives undertaken the past two years. Our forecast assumes consumer takeaway will stabilize at about 2024 levels and the company will need to spend on marketing and promotions to drive volume, particularly at home improvement retailers, and to incentivize inflation-stressed customers to purchase Scotts' products amid heavy private label competition." Scotts has made significant strides in reducing excess capacity, which it added as the lawn and garden industry boomed during the pandemic, and before that in the Hawthorne hydroponics segment when demand from cannabis cultivators was strong. Scotts closed a sizable portion of Hawthorne's facilities, particularly distribution assets, which sold significant third-party products, reduced employee headcount, and accelerated inventory reductions and supply chain facilities across both core businesses. S&P believes the company's priorities to improve its balance sheet quality, restore gross margins to pre-pandemic levels, and focus on innovation and marketing will continue to drive near-term recovery. S&P revised its assessment of Scotts' liquidity to 'less than adequate'. S&P said, "Our view is underpinned by the company's heavy seasonal working capital requirements (we estimate about $950 million during the peak lawn and garden season), its reliance on the uncommitted off-balance sheet master receivables purchase agreement (MRPA) to fund most of its seasonal working capital needs (we do not include availability on the MRPA as a liquidity source given it is an uncommitted facility) and limited availability on the revolver, which is restricted by a leverage covenant that steps down; we estimate low-point availability in 2025 could be about $270 million. The maximum leverage ratio covenant was 6x for the quarter ended Sept. 30, 2024, gradually reducing quarterly to 5.5x on Dec. 28, 2024, 5.25x on Mar. 29, 2025, 5x on June 28, 2025, 4.75x on Sept. 30, 2025, and 4.5x on Dec. 27, 2025. However, we note that Scotts has historically been able to draw on the MRPA facility to fund its seasonal working capital needs and successfully renew it every year. "We expect Scotts will sustain its S&P Global Ratings-adjusted leverage below 5x. "Scotts has a company-defined, net leverage target of 3x compared with 4.86x as of Sept. 30, 2024 (equivalent to about 4.7x on an S&P Global Ratings-adjusted basis). We forecast Scotts will generate at least $200 million of reported free operating cash flow (FOCF) in fiscal 2025 and about $250 million in fiscal 2026, which it will prioritize toward its approximately $150 million dividend and debt repayment. We expect the company will continue to prioritize debt reduction before resuming any significant share repurchase activity or acquisitions, at least until there is a clear pathway toward approaching its 3x target, which is unlikely until 2027 at the earliest. While we do not assume any acquisitions in our base-case forecast, we believe any potential acquisitions would be tuck-in purchases limited to products that complement its existing lawn and garden portfolio. "Nevertheless, clear macroeconomic risk could derail our forecasted profit and credit metric recovery. "S&P Global economists expect the economy will achieve a soft landing and do not forecast a recession over the next 12 months; however, we estimate the probability of a recession in the U.S. at 25%. A prolonged downturn with a resurgence of high inflation and a decline in foot traffic at its retailers, could lead to sales and profit shortfalls, especially if Scotts must absorb higher costs given the presence of effective store brand rivals in many of its categories. The company, consistent with its policy, has locked in pricing for a portion of its 2025 commodity needs. However, a sizable portion remains unhedged, so a material rise in costs could erode profits. Our rating assumes an adequate supply of key commodities required to make its products. Furthermore, we believe that any additional tariffs enacted by the incoming administration could negatively affect Scotts' margins over time; for example, in its indoor lighting business, which operates under the already-depressed Hawthorne segment, and its controls business--both of which rely on imports from suppliers based in China for components and accessories." S&P's ratings incorporate Scotts' solid position in the low-growth, highly seasonal lawn-and-garden sector. Scotts has a dominant position, demonstrated by the solid market shares of its Scotts, Miracle-Gro, and Ortho brands. Scotts' brands are generally the clear market leader in their subsectors, typically with shares above 50%. While they face some private-label competition, particularly in fertilizers, they still have substantially higher market shares. Scotts also faces solid competition from Spectrum Brands Inc. and Bayer AG (both in pest and weed controls), Central Garden & Pet Co. (in grass seeds), and numerous regional competitors in growing media, to which barriers to entry are low. Scotts' highly seasonal consumer lawn-and-garden business is concentrated with five large retailers, which account for about 83% of total sales. The stable outlook reflects S&P's expectation that Scotts will maintain its strong market positions, stabilize its core U.S. consumer business assuming fair weather conditions, and deliver progress on margin recovery through its supply chain cost savings initiatives, resulting in S&P Global Ratings-adjusted leverage sustained below 5x. S&P could lower the rating if it projects adjusted leverage sustained above 5x, or if cash flow deteriorates, which could result from: -- Poor weather conditions in the key lawn and garden seasons; -- Weaker-than-expected ordering in fiscal 2025 if retailers experience lower foot traffic resulting in reduced consumer takeaway; -- High and volatile input costs, which the company cannot quickly pass through to customers; or -- Escalating competition. S&P could also lower the rating if it projects the company's liquidity position will tighten, especially during its inventory build-up period, or if the company adopts more aggressive financial policies by executing large share repurchases or acquisitions. S&P could raise the rating if it believes Scotts will sustain adjusted leverage below 5x and it reassesses its liquidity to adequate, including expanding covenant cushion, which could result from: -- A return to typical seasonal weather patterns that reduce Scotts' recent profit and cash flow volatility; -- Better economic conditions that promote higher consumer takeaway and retailer inventory stocking; -- Moderating input cost inflation; and -- S&P's expectation that its financial policy will preclude any materially leveraging transactions, including with respect to shareholder distributions. SCUOLA VITA: S&P Alters Outlook to Stable, Affirms 'BB+' ICR ------------------------------------------------------------ S&P Global Ratings revised the outlook to stable from positive and affirmed its 'BB+' issuer credit rating (ICR) on Scuola Vita Nuova Charter School (SVN), Mo. "The outlook revision reflects our opinion of SVN's recent trend of enrollment declines that, in our view, will lead to more modest financial performance in the near term," said S&P Global Ratings credit analyst Sadie Mazzola. S&P said, "Although nominal reserves have moderated in fiscal 2024 following cash-funded building purchases and renovations, we continue to view the school's liquidity position as healthy and a supporting credit factor. As of June 30, 2024, SVN has $8.3 million in total debt outstanding, consisting solely of a loan issued by the equitable facilities fund for the expansion of the school's sole campus." An ICR reflects the obligor's general creditworthiness, focusing on its capacity and willingness to meet financial commitments when they come due. It does not apply to any specific financial obligation because it does not consider an obligation's nature and provisions, bankruptcy or liquidation standing, statutory preferences, or legality and enforceability. The rating reflects SVN's adequate enterprise profile, characterized by a long-standing history, good academic performance above that of state and local peers, seasoned management team, and favorable charter standing, offset by a recent trend of enrollment declines, although S&P understands management plans to hold enrollment at current levels to maintain a smaller student-to-teacher ratio relative to previous years. S&P said, "The stable outlook reflects our expectation that enrollment will stabilize at current levels. We expect management will continue to generate at least breakeven operations in the near term and maintain liquidity in line with current levels. We do not expect the school to issue additional debt. "We could consider a negative rating action if enrollment declines persist such that operating margins and lease-adjusted maximum annual debt service (MADS) coverage are materially weaker than current levels. We would also view a sizable decline in liquidity as a pressure on the rating. We could consider a positive rating action if the school demonstrates a consistent trend of stable-to-positive enrollment, while also generating healthy operating surpluses and lease-adjusted MADS coverage in line with those of higher-rated peers and maintains liquidity at current levels." SEBASTIAN TECH: Hires Keech Law Firm PA as Counsel -------------------------------------------------- Sebastian Tech Systems LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Keech Law Firm, PA to handle its Chapter 11 case. The firm will be paid at these rates: Kevin P. Keech $400 per hour Paralegals $150 per hour Legal Assistants $1250 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received a retainer in the amount of $12,000. Kevin Keech, Esq., at Keech Law Firm, disclosed in a court filing that he and his firm neither hold nor represent an interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Kevin P. Keech, Esq. Keech Law Firm, PA 2011 S. Broadway St. Little Rock, AR 72206 Tel: (501) 221-3200 Fax: (501) 221-3201 Email: kkeech@keechlawfirm.com About Sebastian Tech Systems LLC Sebastian Tech Systems, LLC owns and operates an IT Service company in Jonesboro, Ark. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-13722) on November 13, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Meg Sebastian, managing member, signed the petition. Judge Phyllis M. Jones oversees the case. Kevin P. Keech, Esq., at Keech Law Firm, PA, represents the Debtor as bankruptcy counsel. SLEEP GALLERIA: Unsecureds to Get Share of Litigation Fund ---------------------------------------------------------- Sleep Galleria, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Liquidation dated October 11, 2024. The Debtor was a retail seller of mattresses, recliners, and sleep related items. Debtor was formed in 2017. In 2018, Debtor opened its first retail location at 3384 Cobb Parkway, NW, Suite 170, Acworth, GA 30101 (the "Acworth Location"). In late 2019, Debtor opened its second retail location at 11720 Medlock Bridge Road, Suite 510, Duluth, GA 30097 (the "John's Creek Location"). In December of 2021, Debtor entered into a lease for its third location at 1311 Johnson Ferry Road, Suite 416, Marietta, GA 30068 (the "East Cobb Location") (collective, the Acworth Location, John's Creek Location, and East Cobb Location are referred to as the "Locations"). The Debtor employed GGG Partners, LLC, as its financial and sale consultant., and the Court entered an Order approving the employment of GGG on March 18, 2024. Debtor ceased internet sales, reduced staff, and took steps to reduce administrative expenses. At or around the same time, P. Norris resigned. On April 25, 2024, Debtor ceased all operations. The Debtor negotiated a sale (the "Sale") to Mattress Warehouse Atlanta Holdco, LLC ("Buyer"), pursuant to which Buyer, through one or more designees, acquired (i) all of Debtor's rights under the John's Creek Lease, including all rights in and to fixtures at the John's Creek Location, (ii) all of Debtor's inventory at the Locations, including claims, rebates, refunds and similar rights, and (iii) all deposits and prepayments under the John's Creek Lease (collectively, the "Purchased Assets"). The total consideration to be paid for the Purchased Assets was $69,903.07 (the "Purchase Price"), which was to be paid directly to the John's Creek Landlord to pay the cure costs for the assumption and assignment of the John's Creek Lease. On May 13, 2024, the Court entered its Order (1) Authorizing Sale of Inventory Free and Clear of Liens, Claims, and Encumbrances, and (2) Approving Assumption and Assignment of Leases approving the Sale and related relief. Debtor consummated the Sale on or about May 21, 2024. As a result of the Sale, Buyer acquired all of Debtor's inventory at the Locations and all of Debtor's rights in and to the Acworth Location and John's Creek Location, including the assumption and assignment of the John's Creek Lease. The East Cobb Lease was rejected as a matter of law on May 24, 2024. The only remaining assets subject to liquidation are Debtor's intellectual property, including trade names and marks. The Plan deals with all the property of Debtor and provides treatment of all Allowed Claims against Debtor and its property. Class 3 shall consist of all Allowed General Unsecured Claims, which includes the Allowed Claims of the SBA, Celtic, and Mulligan. To the extent 8fig, TBF, Diesel, and Onramp have Allowed Claims, such Claims are included in Class 3. Holders of Allowed Class 3 Claims shall receive a Pro Rata share of the funds in the Litigation Fund. Class 4 shall consist of the Equity Holders, who retain their interests but shall not receive any recovery, distribution, value, payment, or consideration on account of such interests. Following completion of all Distribution under the Plan, Debtor may file the necessary documents with the secretary of state to effect the4 formal dissolution of Debtor. Funds for payments under the Plan will be from net proceeds from the prosecution and collection of Avoidance Actions. The Debtor shall establish one or more segregated escrow accounts to be known and designated as the Litigation Fund and shall deposit in said account(s) all proceeds from Avoidance Actions. The funds in the Litigation Fund shall be held in escrow for the sole and exclusive benefit of those parties entitled to Distributions therefrom. Funds in the Litigation Fund shall be distributed as follows: * First, to pay (or to make a reasonable reserve for payment of) any and all unpaid Allowed Administrative Expense Claims or PostConfirmation Administrative Expense Claims, including Professional Fee Claims and Post-Confirmation Professional Fee Claims; * Second, to pay (or make a reasonable reserve for payment of) any and all unpaid Class 2 Consumer Claims until such Consumer Claims are paid in full, without interest; * Third, to pay (or make a reasonable reserve for payment of) any and all unpaid Priority Tax Claims until such Priority Tax Claims are paid in full, with interest as provided in Article 3.2; and * Fourth to pay the Holders of Allowed Class 3 General Unsecured Claims each Holder's Pro Rata share of the funds remaining in the Litigation Fund. A full-text copy of the Liquidating Plan dated October 11, 2024 is available at https://urlcurt.com/u?l=km4PGZ from PacerMonitor.com at no charge. Attorneys for the Debtor: G. Frank Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. 6000 Lake Forrest Drive, N.W. Suite 435 Atlanta, GA 30328 Tel: (404) 262-7373 Email: fnason@lcenlaw.com About Sleep Galleria Sleep Galleria, LLC, sells mattresses, massage chairs, recliners, furniture, and beddings. The Company is based in Suwanee, Ga. Sleep Galleria filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-21211) on Oct. 27, 2023, with $1 million to $10 million in both assets and liabilities. Stephen Norris, a member of Sleep Galleria, signed the petition. Judge James R. Sacca presides over the case. G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, P.A., represents the Debtor as legal counsel. SMITH HEALTH: Jill Durkin of Durkin Law Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed Jill Durkin, Esq., at Durkin Law, LLC as Subchapter V trustee for Smith Health Care Ltd. Ms. Durkin will be paid an hourly fee of $325 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Durkin declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jill E. Durkin, Esq. Durkin Law, LLC 401 Marshbrook Road Factoryville, PA 18419 Phone number: (570) 881-4158 Email: jilldurkinesq@gmail.com About Smith Health Care Ltd. Smith Health Care Ltd., formerly known as Smith Nursing and Convalescent Home of Mountain Top, Inc., provides inpatient nursing and rehabilitative services to patients who require continuous health care. It is based in Mountain Top, Pa. Smith Health Care filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-02892) on November 7, 2024, with $1 million to $10 million in both assets and liabilities. Donna Strittmatter, president of Smith Health Care, signed the petition. Judge Mark J. Conway handles the case. The Debtor is represented by Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky, PC. SOLDIER OPERATING: Gets OK to Use Cash Collateral Until Dec. 4 -------------------------------------------------------------- The U.S Bankruptcy Court for the Western District of Louisiana, Lafayette Division granted Soldier Operating, LLC to use cash collateral on an interim basis. The interim order authorized the company to use cash collateral until Dec. 4 in accordance with its projected budget. Secured creditors, including MBark Global, were granted post-petition liens on the company's post-petition assets as adequate protection. The interim order directed the company to pay $5,000 weekly to its bankruptcy counsel's trust account for escrow purposes, to be held until further order of the court. A carve-out of $150,000 is reserved for the payment of accrued administrative expenses, including fees for professionals or the U.S. Trustee. A final hearing on the motion is scheduled for Dec. 4. Objections must be filed by Dec. 3. About Soldier Operating LLC and Viceroy Petroleum LP Soldier Operating, LLC and Viceroy Petroleum, LP filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Lead Case No. 24-50387) on May 13, 2024. At the time of the filing, Soldier Operating disclosed $5,615,631 in assets and $6,089,722 in liabilities. Viceroy Petroleum owns certain interests in oil, gas and/or mineral leases, subleases, leasehold and contractual rights in mineral interests, and other leasehold interests related to State Lease No. 340, Cote Blanche Island (CBI) field, St. Mary Parish, Louisiana. Judge John W. Kolwe presides over the cases. The Debtors tapped Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell, APLC as legal bankruptcy counsel. Viceroy Petroleum retained Chaffe & Associates, Inc. as investment broker. SOLUNA HOLDINGS: Releases Business Update for October ----------------------------------------------------- Soluna Holdings, Inc., a developer of green data centers for intensive computing applications including Bitcoin mining and AI, announced its October project site-level operations, developments, and updates. Corporate Highlights: * $25M Growth Capital Line - Soluna reached important milestones toward access to the previously announced $25 million Standby Equity Purchase Agreement (SEPA). * AMA – In the latest Ask Me Anything (AMA) installment, CEO John Belizaire and CFO John Tunison answer investors' frequently asked questions about Soluna's recent $25M financing announcements. * Webinar with HPE – CEO John Belizaire participated in a webinar with HPE on sustainable AI for the future of business. * Fireside Chat – CFO John Tunison participates in the Water Tower Research Fireside Chat Series. * New Blog – Read "Computational Power Redefined: AI in the Age of Renewable Energy" Key Project Updates: Project Dorothy 1A (25 MW, Bitcoin Hosting) / Project Dorothy 1B (25 MW, Bitcoin Prop-Mining): * The site has continued to operate at a high level as cooler temperatures persist into the fall season with minimal curtailments. Project Dorothy 2 (48 MW, Bitcoin Hosting): * Initial site grading and preparation have been completed. * Foundations for the first 30 MW have been poured and MDC fabrication and framing are underway. * The initial scope of work for the substation interconnection has been scheduled to be completed in November with a tie-in expected in early January. New Project Grace (2 MW at Dorothy 2, AI Cloud/Hosting): * The concept Design of the Helix data center, focused on behind-the-meter architecture is nearing completion. New Project Ada (1 MW, AI Cloud with HPE): * 10 proof-of-concept (POC) projects underway or successfully completed. * To further strengthen our expertise and enhance customer success, we've welcomed a specialized AI Solutions Architect to the team. * The waitlist is 128 nodes, 1,024 GPUs for first-phase projects. * We are evaluating two new software platform partners, which will broaden our reach and functionality, and enable data scientists to spin up AI models quickly. * A new AI marketplace partner is in the final stages of signing on with us. Project Sophie (25 MW, Bitcoin Hosting with Profit Share, AI Hosting): * 8.8 MW fleet upgrade and 3.3 MW expansions have been completed at the site with steady-state operations resuming at new peak levels. Project Kati (166 MW, Bitcoin Hosting and AI): * The initial scope of work for the substation interconnection is scheduled to be completed in December. * Meter design submitted to ERCOT and AEP. About Soluna Holdings Headquartered in Albany, New York, Soluna Holdings designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. The Company's modular data centers can be co-located with wind, solar, or hydroelectric power plants and support compute-intensive applications, including Bitcoin mining, generative AI, and scientific computing. This approach aids in energizing a greener grid while providing cost-effective and sustainable computing solutions. Going Concern The Company was in a net loss, has negative working capital, and has significant outstanding debt as of March 31, 2024. These factors, among others, indicate that there is substantial doubt about the Company's ability to continue as a going concern within one year after the issuance of the Company's condensed financial statements, according to the Company's Quarterly Report for the period ended March 31, 2024. As of June 30, 2024, Soluna Holdings reported $98.68 million in total assets, $48.74 million in total liabilities, and $49.93 million in total equity. SOUTHWEST COMMUNITY: Sylvia Mayer Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 7 appointed Sylvia Mayer, Esq., at S. Mayer Law, PLLC as Subchapter V trustee for Southwest Community Baptist Church. Ms. Mayer will be paid an hourly fee of $450 for her services as Subchapter V trustee and an hourly fee of $195 for paralegal services. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Sylvia Mayer, Esq. S. Mayer Law, PLLC P.O. Box 6542 Houston, TX 77265 Telephone: (713) 893-0339 Facsimile: (713) 661-3738 Email: smayer@smayerlaw.com About Southwest Community Baptist Church Southwest Community Baptist Church sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-35226) on November 5, 2024, with up to $10 million in both assets and liabilities. Joseph J. Mason, director of operations, signed the petition. Judge Jeffrey P. Norman oversees the case. Reese Baker, Esq., at Baker & Associates, represents the Debtor as legal counsel. SPIRIT AIRLINES: $519-Mil. Aircraft Sale Has Court Approval ----------------------------------------------------------- Steven Church of Bloomberg News reports that Spirit Airlines Inc. has secured court approval to sell five out of the 23 aircraft it no longer requires, in a transaction that could generate up to $518.9 million if all the planes are sold. According to Bloomberg Law, U.S. Bankruptcy Judge Sean H. Lane granted the airline temporary authorization to deliver the planes under a sale agreement finalized in the week before its Chapter 11 filing. Spirit is set to return to court next month to seek approval for the sale of the remaining aircraft. The company filed for bankruptcy earlier this month after its merger attempt was unsuccessful, the report relays. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. Spirit Airlines Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11989) on November 18, 2024. In its petition, the Debtor listed estimated assets and liabilities between $1 billion and $10 billion each. SPIRIT AIRLINES: Davis Polk Restructuring Team Advising Airline --------------------------------------------------------------- Davis Polk is advising Spirit Airlines, Inc. and its subsidiaries in connection with a case commenced by the company under chapter 11 of the United States Bankruptcy Code. Spirit intends to use the restructuring process to implement a prearranged plan of reorganization that will reduce Spirit's debt, provide increased financial flexibility, position Spirit for long-term success and accelerate investments providing guests with enhanced travel experiences and greater value, all without impacting its guests, vendors or other commercial counterparties. On November 18, 2024, Spirit entered into a restructuring support agreement (the RSA) with a supermajority of Spirit's loyalty and convertible bondholders. In connection with the RSA, Spirit received backstopped commitments for a $350 million equity investment from existing bondholders and will complete a deleveraging transaction to equitize $795 million of funded debt. Existing bondholders are also providing $300 million in debtor-in-possession financing. To implement the RSA, the company commenced a prearranged chapter 11 process in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). At a hearing on November 18, 2024, the Bankruptcy Court granted Spirit all of the relief requested in the company's first-day motions, including the authority to pay all vendors and employees and to continue operating in the ordinary course. Spirit expects to emerge from its streamlined chapter 11 process in the first quarter of 2025. Spirit is the seventh largest airline in the United States and a leading ultra low-cost carrier committed to delivering value to its guests by offering an enhanced travel experience with flexible, affordable options. Spirit employs over 21,000 direct employees and independent contractors, and serves destinations throughout the United States, Latin America and the Caribbean with one of the youngest and most fuel-efficient fleets in the United States. The Davis Polk restructuring team includes partners Marshall S. Huebner and Darren S. Klein, counsel Christopher Robertson and associates Sophy Ma, Moshe Melcer, Destiny Iisha Reyes, Kayleigh Yerdon, Vincent Cahill, Audrey Youn, David J. Beer and Eva Wang. The capital markets team includes partner Yasin Keshvargar, counsel Chris Van Buren and associate Sean Kennelly. The finance team includes partner David Hahn, counsel Bernard Tsepelman and associate Zach Strother. Partners Louis Goldberg and Brian Wolfe and associates F. Adam Abulawi and Jeff Wu are providing corporate advice. The litigation team includes partner Benjamin S. Kaminetzky and associates Michael V Pucci, Kevin E. Sette and Rachael E. Jones. Partner Patrick E. Sigmon, counsel Leslie J. Altus and associates Dov Sussman and Caroline Peters are providing tax advice. Partner Travis Triano and associate Justin Alexander Kasprisin are providing executive compensation advice. Partner Frank Azzopardi and counsel Samantha Lefland are providing intellectual property advice. Members of the Davis Polk team are based in the New York and Washington DC offices. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Spirit Airlines Spirit Airlines (NYSE: SAVE) is a low-fare carrier committed to delivering the best value in the sky by offering an enhanced travel experience with flexible, affordable options. Spirit serves destinations throughout the United States, Latin America and the Caribbean with its Fit Fleet, one of the youngest and most fuel-efficient fleets in the U.S. On the Web: http://wwww.spirit.com/ Spirit Airlines, Inc. filed a petition seeking relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11988) on Nov. 18, 2024, after reaching terms of a pre-arranged plan with bondholders. Davis Polk & Wardwell LLP is the Debtors' attorneys, and Alvarez & Marsal North America, LLC, is the financial advisor. Epiq is the claims agent. Paul Hastings LLP and Ducera Partners LLC are advising the Ad Hoc Group of Convertible Noteholders. Akin Gump Strauss Hauer & Feld LLP, and Evercore Group L.L.C. are advising the Ad Hoc Group of Senior Secured Noteholders. STEWARD HEALTH: Seeks to Extend Plan Exclusivity to Jan. 21, 2025 ----------------------------------------------------------------- Steward Health Care System LLC and its debtor affiliates asked the U.S. Bankruptcy Court for the Southern District of Texas to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to January 21, 2025 and March 19, 2025, respectively. The Debtors explain that their progress in these chapter 11 cases warrant an extension of the Exclusive Periods, particularly in light of the Debtors' advances of their sale process and implementation of the Global Settlement. After months of negotiations between the Debtors and MPT, FILO Secured Parties, Creditors' Committee, and Prepetition ABL Secured Parties, and other parties in interest, the Court entered the Global Settlement Order on a final basis. Specifically, pursuant to the Global Settlement, (i) various Interim Managers assumed responsibility for the operating costs associated with the balance of the Debtors' hospitals in their hospital system, (ii) the Debtors retained significant sales proceeds to repay creditors and administer these chapter 11 cases, (iii) MPT agreed to release of billions of dollars of claims against the Debtors and their estates, and (iv) MPT appointed Designated Operators to transition the operations for fifteen of the MLI Hospitals, providing a path for these hospitals to remain open and continuing to provide care to the patients the communities in which they serve. Further, since the First Exclusivity Extension Motion, the Debtors consummated the sale of Stewardship Health to Rural Health Group for a headline purchase price of $245 million, as well as an additional eleven hospitals to six buyers pursuant to the Global Bidding Procedures. The Debtors claim that they continue to pursue transactions to monetize remaining estate assets, including the sale of certain joint venture interests, St. Luke's Behavioral Center, and Sharon Regional Medical Center. In addition, the Debtors also continue to investigate claims and causes of action that their estates may hold and intend to pursue certain affirmative claims, including valuable insurance claims owned by the estate. The Debtors assert that they require additional time to negotiate and document their chapter 11 plan. Expiration of the Exclusivity Periods would result in the Debtors having to face the prospect of litigation and distraction concerning competing plans. This alternative is inconsistent with the purposes of section 1121 of the Bankruptcy Code, which is to allow a debtor sufficient time and flexibility to negotiate with its creditors without interference from other parties in interest. About Steward Health Care Steward Health Care System, LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge Christopher M. Lopez oversees the proceeding. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; McDermott Will & Emery as special corporate and regulatory counsel; AlixPartners, LLP as financial advisor and John Castellano of AlixPartners as chief restructuring officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc., provide investment banking services to the Debtors. Kroll is the claims agent. Susan N. Goodman has been appointed as patient care ombudsman in the Debtors' Chapter 11 cases. STRATEGIC PORK: Unsecureds to Split $4,100 over 41 Months --------------------------------------------------------- Strategic Pork Solutions LLC filed with the U.S. Bankruptcy Court for the District of Minnesota a Modified Plan of Reorganization under Subchapter V dated October 14, 2024. This Plan of Reorganization proposes to pay creditors of the Debtor with all of the projected disposable income of the Debtor for a sixty-month period. The Plan provides for one class of secured claims; one class of unsecured claims; and one class of equity holder claims. This Plan provides for full payment of administrative and priority claims (to the extent permitted by the Code or the claimant's agreement). Class 2 consists of all the general unsecured claims against the Debtor. As of the date hereof, the Debtor estimates the total pool of allowed general unsecured claims to be $1,900,000.00 plus the unsecured deficiency held by Security Bank of approximately $780,000, based on Debtor's records and claims filed. Security Bank agrees to waive any right to distribution as a Class 2 claimant under the Plan. In full satisfaction of such claims, each Holder of a Class 2 claim (other than Security Bank) shall receive its pro rata share of $100 per month beginning in January 2025 for 41 months, for a total of $4,100.00 ("Unsecured Asset Pool") or until all allowed claims are paid in full, or the liquidation occurs and at that time there will be no on-going income from the liquidated Debtor, whichever occurs first. To be clear, once assets have been liquidated or transferred to Security Bank, no further payment will be made to Class 2 creditors. Class 2 is impaired and is entitled to vote to accept or reject the Plan. Class 4 consists of Equity Holders of the Debtor. This class consists of all ownership interests in Strategic Pork Solutions LLC. Steven Hargis and his spouse own 100% of such interests and they shall retain their respective interests in the reorganized Debtor, until the liquidation on the remaining assets of the Debtor. On the Effective Date, all of the Debtor's respective rights, title, and interest in and to all assets shall vest in the reorganized Debtor, and in accordance with section 1141 of the Bankruptcy Code. The Debtor will use the income generated from the sale of corporate assets to repay its creditors according to the terms of the Plan, along with administrative expenses. The non exempt property on the bankruptcy schedules is worth less than the value of payments over time to class 2 creditor, so, the best interest of creditors test is satisfied. If the Plan is confirmed pursuant to Section 1191(a) of the Bankruptcy Code, the Debtor will make all payments under this Plan. If the Plan is confirmed pursuant to Section 1191(b) of the Bankruptcy Code, the Trustee will make all payments under this Plan, as required by Section 1194 of the Bankruptcy Code. A full-text copy of the Modified Plan dated October 14, 2024 is available at https://urlcurt.com/u?l=FTPIwX from PacerMonitor.com at no charge. The Debtor's Counsel: David C. McLaughlin, Esq. FLUEGEL ANDERSON MCLAUGHLIN & BRUTLAG 129 2nd Street NW Ortonville, MN 56278 Tel: 320-839-2549 E-mail: dmclaughlin@fluegellaw.com About Strategic Pork Solutions Strategic Pork Solutions LLC provides farm management services catering to pork producers. The company offers farm consultation, sow farm management, marketing and logistics services. Strategic Pork Solutions LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 24-31355) on May 23, 2024. In the petition signed by Steve Hargis, as president, the Debtor reports total assets of $1,092,000 and total liabilities of $3,442,545. The Honorable Bankruptcy Judge Katherine A. Constantine presides over the case. The Debtor is represented by David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brutlag, as legal counsel. SUGARLOAF VENTURES: Seeks Ch. 11 w/ $13M Loan in Default -------------------------------------------------------- Jeff Quackernbush of The North Bay Business Journal reports that a prominent custom winery in Sonoma Valley, which has supported numerous vintners for nearly a decade, has filed for bankruptcy protection amidst a foreclosure and plans for reorganization. Sugarloaf Ventures LP, the parent company of Sugarloaf Wine Co., initiated Chapter 11 proceedings on November 1, 2024 the same day a trustee's sale was scheduled for its property at 6705 Cristo Lane, near Highway 12 in Santa Rosa, according to the report. The foreclosure sale, initially postponed to the following Friday, has been further delayed to December 20, 2024 due to the bankruptcy filing. Court records reveal the petition lists up to 49 creditors, along with assets and liabilities each estimated between $10 million and $50 million, the report cites. According to The North Bay Business Journal, a notice of default was filed with Sonoma County on July 2, 2024, followed by the publication of a trustee's sale notice on October 9, 2024 citing an outstanding balance of $13.03 million on a loan issued in May 2018. The original $12 million variable-rate loan was provided by Poppy Bank of Santa Rosa to Sugarloaf Ventures LP and a trust owned by retired commercial real estate broker Frank Pipgras and his wife, Nancie, of Santa Rosa, according to county records. In September 2019, the loan was modified to a fixed interest rate, with Sugarloaf Ventures holding an 83% stake in the winery property. The Pipgras trust and the couple themselves held approximately 10% and 6% interests, respectively. Joe Reynoso, a longtime investments trader and financial technology entrepreneur, serves as the general partner of Sugarloaf Ventures LP. Reynoso purchased 500 acres in Sonoma County's Alexander Valley in 1994, planted 150 acres of vineyards, and launched Crescere Wines, utilizing grapes from Reynoso Vineyards, the family's grape-growing operation, In 2016, the 48,000-square-foot Sugarloaf facility opened near Sugarloaf Ridge State Park in Kenwood, providing a base for Crescere Wines. Managed by Ronald Du Preez, the facility supports up to 35 winemaking clients simultaneously. Neither Reynoso nor Du Preez responded to requests for comment regarding the loan default or the subsequent bankruptcy filing. Joe Reynoso disclosed in recent Sonoma County Superior Court filings that the financial demands of Mbanq, a fintech startup he co-founded alongside Sugarloaf, required significant funding from his wine and grape ventures between 2006 and 2021. During this time, Reynoso described the startup as "desperate for cash" while it sought to raise millions in investments. "Entities owned or controlled by Reynoso, including Sugarloaf Ventures LLC and Reynoso Vineyards Inc., contributed hundreds of thousands of dollars to support the company's operations, with the expectation of reimbursement," Reynoso stated in an August 15 cross-complaint filed as part of a 2023 defamation and unfair competition lawsuit brought by Mbanq's parent company, Finlink Inc., and its co-founder and CEO, Vladimir Lounegov. Reynoso's countersuit claims that in 2021, he requested a $1 million loan from Finlink, secured by his company shares, to address "existing obligations." However, disagreements among the founders delayed the loan. To meet his financial needs, Reynoso obtained a $100,000 one-month bridge loan in March 2022, also secured by his stock. Reynoso further alleges that Finlink's failure to reimburse Sugarloaf Ventures LLC for expenses incurred on behalf of Mbanq caused $186,228 in damages. The looming foreclosure and subsequent Chapter 11 bankruptcy filing for Sugarloaf have left its clients concerned about the future of their operations. "Hopefully, we don't get caught in the crossfire of whatever's going on," said Brent Bessire, co-owner of Fogline Vineyards, before the initial trustee sale date. He noted that clients had been assured business would continue as usual. Fogline relocated to Sugarloaf two years ago after being forced out of its previous facility. Now producing fewer than 1,000 cases annually—half its pre-pandemic output due to reduced restaurant orders—Bessire expressed hope they wouldn't need to move again, citing the high costs of relocating and efforts to regain consumer visibility. As of Friday, Bessire reported no disruptions in cellar operations or services for Fogline and the seven other clients using Sugarloaf's tasting lounge. About Sugarloaf Ventures LP Sugarloaf Ventures LP is the parent company of Sugarloaf Wine Co. Sugarloaf Ventures LP sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-10673) on November 1, 2024. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge William J. Lafferty handles the case. The Debtor is represented by: Steven M. Olson, Esq. Bluestone Faircloth & Olson, LLP 1825 4th Street Santa Rosa, CA 95404 707-526-4250 Email: steve@bfolegal.com SUNLIGHT FINANCIAL: Court Dismisses All Premium's Lawsuit --------------------------------------------------------- Judge Jennifer L. Rochon of the United States Bankruptcy Court for the Southern District of New York dismissed the case captioned as ALL PREMIUM CONTRACTORS INC., Plaintiff, -against- SUNLIGHT FINANCIAL LLC, Defendant, Case No. 23-cv-05059 (JLR) (S.D.N.Y.), without prejudice pursuant to Federal Rule of Civil Procedure 41(b). On August 4, 2023, Defendant Sunlight Financial LLC filed a Motion to Compel Arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. Secs. 1–16. This Court granted Defendant's Motion on October 19, 2023, and stayed the case pending arbitration. On November 1, 2023, Defendant filed a suggestion of bankruptcy and automatic stay of proceedings pursuant to Section 362(a) of the Bankruptcy Code. On April 19, 2024, Defendant filed a letter informing the Court that the Bankruptcy Court had issued an Order Approving Disclosure Statement and Confirming Prepackaged Chapter 11 Plan of Reorganization of Defendant and its affiliated debtors. Accordingly, the automatic stay of proceedings under Section 362(a) of the Bankruptcy Code was terminated. On April 22, 2024, the Court issue an order stating that since the bankruptcy stay has been lifted, the Court "presume[d] the parties will now move to arbitration." Federal Rule of Civil Procedure ("Rule") 41(b) provides that a district court may dismiss an action if "the plaintiff fails to prosecute or otherwise comply with [the] rules or a court order." Judge Rochon says, "Here, Plaintiff has made no apparent attempt to commence arbitration proceedings since this Court ordered Plaintiff to do so nearly thirteen months ago. Plaintiff was given notice on October 2, 2024, that this action would be dismissed if it did not commence arbitration proceedings by November 4, 2024, which it did not do. And while there is no specific evidence on the record that delay will prejudice Defendant, '[p]rejudice to defendants resulting from unreasonable delay may be presumed.'" A copy of the Court's decision is available at https://urlcurt.com/u?l=RnmH6K About Sunlight Financial Holdings Sunlight Financial Holdings Inc. operates a business-to-business-to-consumer, technology-enabled point-of-sale financing platform. The Company provides solar and home improvement contractors across the United States with the ability to offer homeowners loans funded by the Company's capital providers. The Company uses proprietary technology and deep credit expertise to simplify the financing process for contractors and installers, capital providers, and homeowners, successfully helping over 125,000 homeowners install residential solar systems, reduce their carbon footprint, and save money. Sunlight Financial Holdings Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11794) on Oct. 30, 2023. In the petition filed by Matthew R. Potere, as chief executive officer, the Debtor reported total assets as of Aug. 31, 2023 amounting to $403,848,901 and total debt of $173,943,096. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Alvarez & Marsal North America, LLC, as financial advisor; and Guggenheim Partners, LLC, as investment banker. Omni Agent Solutions, Inc. is the claims agent. SVB FINANCIAL: Court Sustains Objection to Claims ------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York sustained SVB Financial Group's Claims Objection to all of the claims except for the Sanchez Claim as to which the Debtor is directed to file a supplemental declaration. Based on a review of the Debtor's books and records, the Debtor objects to the following: * the Claims identified on Exhibit 1 to the Proposed Order (such Claims, the "No Liability Claims"); * the Claim identified on Exhibit 2 to the Proposed Order (such Claim, the "Insufficient Documentation Claim"); * the Claims identified on Revised Exhibit 3 to the Proposed Order (such Claims, the "Modified Amount Claims"); * the Claims identified on Exhibit 5 to the Proposed Order (such Claims, the "Amended Claims"); and * the Claims identified on Exhibit 6 to the Proposed Order (such Claims, the "Duplicate Bondholder Claims"). The Debtor asserts that the disallowance and expungement of the No Liability Claims in their entirety is "necessary" as their inclusion on the claims register "unjustifiably encumbers the Debtor's asset pool and hinders the equitable treatment of legitimate creditors." The Debtor argues that the Insufficient Documentation Claim listed on Exhibit 2 to the Proposed Order should be disallowed and expunged in its entirety because it lacks the requisite supporting documentation for the Debtor to verify the existence of any claim against the Debtor. The Debtor objects to the Modified Amount Claims listed on Revised Exhibit 3 on grounds that they relate to alleged unpaid amounts under the SVBFG Deferred Compensation Plan. The Debtor submits that the Modified Amount Claims assert amounts or include scheduled amounts that do not match the "Petition Date vested account balances provided by the plan administrator of the Deferred Compensation Plan." The Debtor objects to the Amended Claims listed on Exhibit 5 to the Proposed Order as having been amended or modified, and thus superseded, by the corresponding subsequently filed proof of claim listed under the column heading, "Surviving Claims." The Debtor objects to the Duplicate Bondholder Claims listed on Exhibit 6 to the Proposed Order as they are based on the same liabilities of proofs of claim filed by U.S. Bank Trust Company, National Association, as indenture trustee under the senior notes indenture related to these Claims. Only three claims are being objected to on "no liability" grounds. POC 734 was filed by Colleen Graham in the amount of $1,995,035.30 on account of equity awards granted to her on July 1, 2021 she alleges she did not receive. With respect to the Graham Claim, the Debtor submits that its books and records reflect that Colleen Graham received all equity awards owed to her. As Ms. Graham has not responded to the Claims Objection and shown otherwise, the Claims Objection as to the Graham Claim is sustained, the Court concludes. POC 142 was filed by Newfront Retirement Systems, Inc. for $27,500.00 on account of amounts owed for consulting services. With respect to the Newfront Claim, Newfront attaches solely a copy of an invoice that billed the $27,500.00 amount sought to Silicon Valley Bank and not the Debtor. The Debtor indicates that it is unaware of any contract between Newfront and the Debtor, and Newfront has not shown otherwise. Thus, the Claims Objection to the Newfront Claim is sustained. POC 1020 was filed by Veronica Sanchez in the amount of $70,000.00 on account of equity awards she alleges she did not receive. The Debtor indicates it has no liability with respect to these equity awards because (i) with respect to equity awards with an "estimated effective date" of May 1, 2023, the claimant was "not an employee of the Debtor or its affiliate on the planned grant date" and (ii) with respect to equity awards with an "estimated effective date" of May 2, 2022, the claimant was not an employee of the Debtor or its affiliate through the "applicable vesting date." But the Debtor has not offered any evidence to show that Sanchez's equity awards, particularly the equity award with an effective date of May 2, 2022, did not vest before March 10, 2023. The Sanchez Claim appears to suggest that both her May 2, 2022 and May 1, 2023 equity awards had vested. Pursuant to the foregoing, the equity award effective on May 2, 2022 would not have vested until one year later on May 2, 2023, after the March 10, 2023 closure date of Silicon Valley Bank when Ms. Sanchez ceased to be an employee of the Debtor. The Court requires clarity on this point before ruling on the Objection to the Sanchez claim. With respect to the Sanchez Claim, the Court directs the Debtor to submit a supplemental declaration on or before November 14, 2024, addressing whether the vesting date for Sanchez's equity award occurred before March 10, 2023. If the vesting date was after March 10, 2023, the Claims Objection to the Sanchez Claim will be sustained. The Claims Objection to the Insufficient Documentation Claim are also sustained. The sole Insufficient Documentation Claim is POC 226 filed by Jessica Ausman in the amount of $95,170.91 on account of "employee stock plan loss." Accordingly, the Claims Objection as to the Insufficient Documentation Claim is sustained, the Court finds. The Claims Objection with respect to the Modified Amount Claims is also sustained, the Court holds. As none of the claimants on the Revised Exhibit 3 have otherwise opposed the Debtor's modification of their claim amount, the Claims Objection to the Modified Amount Claims is sustained, the Court concludes. The Claims Objection as to the Amended Claims is similarly sustained, the Court holds. The Debtor submits that, based on a review of its books and records, the Amended Claims have been amended or modified, and thus superseded, by the corresponding subsequently filed proof of claim identified under the "Surviving Claim" heading on Exhibit 5. The Debtor has satisfied its initial burden to show that Amended Claims are legally insufficient, and no holder of an Amended Claim has responded to the Claims Objection arguing otherwise, the Court finds. Lastly, the Claims Objection to the Duplicate Bondholder Claims set forth on Exhibit 6 to the Proposed Order is also sustained, the Court further holds. The Debtor indicates that the Duplicate Bondholder Claims are "based on the same liabilities of proofs of claim filed by U.S. Bank Trust Company, National Association, as indenture trustee under the senior notes indenture related to these Claims." As these Claims will be satisfied through the indenture trustee's proofs of claim, which will continue on as the "Surviving Claims," the Duplicate Bondholder Claims will be disallowed and expunged to avoid double recovery on account of a single obligation, the Court states. A copy of the Court's decision is available at https://urlcurt.com/u?l=KXCHC4 About SVB Financial Group SVB Financial Group (Pink Sheets: SIVBQ) is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co. LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. SWC INDUSTRIES: Hires Stretto as Claims and Noticing Agent ---------------------------------------------------------- SWC Industries LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of California to employ Stretto, Inc. as claims and noticing agent. The Debtor requires a claims and noticing agent to serve notices to creditors, equity security holders and other concerned parties, as well as provide computerized claims-related services. The firm will be paid at these hourly rates: Consultant $70 to $200 Director $210 to $250 Solicitation Associate $230 Director of Securities $250 The Debtors paid the firm a retainer of $40,000. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About SWC Industries LLC With principal operations in California and Massachusetts, SWC Industries LLC manufactures a range of innovative sealing and logistics equipment -- and offers related services -- that create efficiencies and reduce costs across multiple industries. In addition, the Company's San Diego-based business designs and develops a full suite of software designed to improve warehouse operations. SWC Industries LLC and 12 affiliates sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 24-51721) on Nov. 13, 2024. SWC listed assets and debt of $50 million to $100 million as of the bankruptcy filing. The Debtors tapped ALLEN OVERY SHEARMAN STERLING US LLP as lead restructuring counsel; BINDER MALTER HARRIS & ROME-BANKS LLP as restructuring co-counsel and local counsel; GETZLER HENRICH & ASSOCIATES LLC as financial advisor; and GORDIAN GROUP, LLC, as investment banker. STRETTO, INC., is the claims agent. TBOTG DEVELOPMENT: Unsecureds be Paid from Property Sale/Refinance ------------------------------------------------------------------ TBOTG Development, Inc. d/b/a The Bluffs On The Guadalupe filed with the U.S. Bankruptcy Court for the Western District of Texas a Disclosure Statement in support of Chapter 11 Plan of Reorganization dated October 14, 2024. The Debtor was formed in April of 2023 as a Texas corporation. The Debtor is managed by its officer and Board of Directors, of which the sole director, and the president, is William T. Korioth. The Debtor owns and is developing a subdivision in Comal County, Texas consisting of approximately +/- 141.87 marketable acres located at the Southeast corner of FM 306 and the Guadalupe River, Canyon Lake, Texas 78132 (the "Property"). The Property was appraised in August of 2024 with a current, as-is, market value of approximately $42 million dollars. This Bankruptcy Case was necessitated by construction delays, non compliance by the Debtor with its duties and obligations under the loan documents with FTB, and a need to restructure its debts to vendors and suppliers. The Plan contemplates payment in full to all classes of creditors. The Plan will be funded from operations (i.e., Lot Sales, Refinancing, and/or Release of Escrow Funds, or a combination of these sources) of the Debtor and cash on hand. With respect to specific classes of creditors, the Plan provides: * all Allowed Administrative Claims shall be paid in full, in Cash, on the Effective Date, or as otherwise agreed in writing between the Debtor and any such administrative claimant agreeing to a different treatment; * full payment of all Allowed Priority Claims of Governmental Entities, if any, in Cash, through regular Quarterly Plan Payments, or as otherwise agreed in writing, together with interest at the rate required by Bankruptcy Code section 511 or, if applicable, the rate authorized by Texas Tax Code Section 33.01, over a period no longer than the fifth anniversary of the Petition Date; * full payment, in Cash, of all Allowed Non-Governmental Priority Claims, if any, promptly (within 30 days) after the Effective Date; * full payment of all Allowed Secured Claims of Governmental Entities, in Cash, through regular Quarterly Plan Payments, or as otherwise agreed in writing, together with interest at the rate required by Bankruptcy Code section 511 or, if applicable, the rate authorized by Texas Tax Code Section 33.01, over a period no longer than the fifth anniversary of the Petition Date; * full payment of the Allowed Secured Claims of First Texas Bank, Georgetown, Texas ("FTB") together with interest at the Plan Interest Rate, assessed and paid in accordance with the terms of the FTB Loan Documents, from the Effective Date until paid in full, from the following sources: (1) proceeds of each sale and/or sales of the Property; (2) released escrow funds held at Frost Bank from lot sales of the Bluffs; and/or (3) upon closing and funding of a refinancing and payoff of the Allowed Secured Claims of First Texas Bank, Georgetown, Texas by the Reorganized Debtor; * full payment of the Allowed General Unsecured Claims via Quarterly Plan Payments from the following sources: (1) net proceeds of each sale and/or sales of the Property available after payments made to FTB; and/or (2) a refinancing and payoff of the Allowed Secured Claims of First Texas Bank, Georgetown, Texas, Allowed Administrative Claims, Allowed Priority Claims, and Allowed Secured Claims of Governmental Entities; provided, however, that regardless of the source, with an outside payment in-full date of January 1, 2026; * full payment of the Guadalupe 306, LP Allowed Secured Claim together with interest at the Plan Interest Rate, commencing only upon the payment in full of all Allowed Administrative Claims, Allowed Priority Claims, Allowed Secured Claims FTB, and the Allowed General Unsecured Claims, through Quarterly Plan Payments; * All Pre-Petition Membership Interests in the Debtor shall be preserved provided, however, that holders of such interests shall receive no payments, dividends, or distributions, on account of the Pre-Petition Membership Interests unless and until Allowed Administrative Claims, Allowed Priority Claims, and the Allowed Claims in Classes 4 through 6 are paid in full; * Each holder of an Allowed Secured Claim will retain its Liens until such Allowed Secured Claims are paid in full. Class 5 consists of Allowed General Unsecured Claims. Each holder of an Allowed Unsecured Claim shall be paid its Allowed Claim in full, in Cash, via Quarterly Plan Payments from the following sources: (1) net proceeds of each sale and/or sales of the Property available after payments made to FTB, Allowed Administrative Claims, Allowed Priority Claims, and Allowed Secured Claims of Governmental Entities; and/or (2) a refinancing and payoff of the Allowed Secured Claims of First Texas Bank, Georgetown, Texas; provided, however, that regardless of the source, with an outside payment-in-full date of January 1, 2026. Class 5 is impaired under the Plan. Except as otherwise provided in the Plan, on the Effective Date, the Property of the Estate of the Debtor shall revest in the Reorganized Debtor. Subject to the terms and conditions of the Plan, the Reorganized Debtor may operate its business and use, acquire, and disburse Property, including all revenues generated by its operations, without supervision by the Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules. As of the Effective Date, all Property of the Reorganized Debtor shall be free and clear of all Claims, Liens, encumbrances and other interests of Creditors, except as otherwise provided in the Plan. A full-text copy of the Disclosure Statement dated October 14, 2024 is available at https://urlcurt.com/u?l=tuagVL from PacerMonitor.com at no charge. TBOTG Development, Inc., is represented by: Kell C. Mercer, Esq. Kell C. Mercer, P.C. 901 S. Mopac Expy. Bldg. 1, Ste. 300 Austin, TX 78746 Telephone: (512) 627-3512 Email: kell.Mercer@mercer-law-pc.com About TBOTG Development TBOTG Development, Inc., owns and operates The Bluffs on The Guadalupe, a subdivision in Comal County, Texas, having an appraised value of $32.1 million. TBOTG Development filed a Chapter 11 petition (Bankr. W.D. Texas Case No. 24-10411) on April 16, 2024, with $35,996,538 in total assets and $22,885,007 in total liabilities. William T. Korioth, president, signed the petition. Judge Shad Robinson oversees the case. Kell C. Mercer, PC and Armbrust & Brown, PLLC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. TEXAS SOLAR: Seeks Court Nod to Use Cash Collateral --------------------------------------------------- Texas Solar Integrated, LLC asked the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to use cash collateral. The company requires the use of cash collateral of its pre-bankruptcy secured lenders to pay operating expenses. International Bank of Commerce (IBC) asserts a lien on Texas Solar Integrated's assets on account of the $7.23 million it provided to the company. As of the bankruptcy filing date, the company owes approximately $6.7 million to IBC. Texas Solar Integrated proposed to provide adequate protection to IBC and other secured lender in the form of replacement liens and a priority administrative claim in case of any diminution in value of each lender's collateral. A court hearing is scheduled for Dec. 18. About Texas Solar Integrated Texas Solar Integrated, LLC is a solar panel installation company in San Antonio, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-52297) on November 14, 2024, with $50 million to $100 million in assets and $10 million to $50 million in liabilities. Mike Sardo, manager, signed the petition. Judge Michael M. Parker oversees the case. Ray Battaglia, Esq., at the Law Offices of Ray Battaglia, PLLC, represents the Debtor as bankruptcy counsel. TIPTON ACADEMY: S&P Affirms 'BB' LT Rating on 2021 Revenue Bonds ---------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'BB' long-term rating on Tipton Academy, Mich.'s series 2021 public school academy revenue bonds. "The outlook revision reflects our view of Tipton's improving financial profile, with steady margins, good lease-adjusted maximum annual debt service (MADS) coverage and strengthened liquidity, which could support a higher rating if trends are sustained," said S&P Global Ratings credit analyst Sue Ryu. As of June 30, 2024, Tipton had $6.2 million in long-term debt outstanding, consisting primarily of the series 2021 bonds and a minimal capital lease. Proceeds of the series 2021 bonds were used to acquire the academy's two facilities (previously leased). The series 2021 bonds are a general obligation of Tipton and are secured by 20% of per-pupil state aid and a first-mortgage lien on the land and facilities, as well as by a fully funded debt service reserve. Management has not indicated any plans to issue additional debt in the near term. TWO RIVERS: Gets Interim OK to Use Lending Club's Cash Collateral ----------------------------------------------------------------- Two Rivers Ventures, LLC received second interim approval from the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, to use the cash collateral of Lending Club Bank, N.A. The company requires the use of cash collateral to pay its operating expenses. The interim order authorized Two Rivers to grant Lending Club Bank a post-petition lien that is co-extensive with the bank's pre-bankruptcy lien on the company's assets to the extent that such assets constitute the bank's collateral. Lending Club Bank holds pre-bankruptcy security interests on the company's personal property, accounts receivable and inventory used in its operations. The bank is owed approximately $2.021 million under a U.S. Small Business Administration Note in the original principal amount of $3.4 million. Two Rivers scheduled the personal property with a value in the approximate amount of $300,000 pledged to Lending Club Bank, which protects the interests of the bank. The next hearing is scheduled for Dec. 9. About Two Rivers Ventures Two Rivers Ventures, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-52292) on November 13, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Lee Lichlyter, president of Two Rivers Ventures, signed the petition. Judge Craig. A. Gargotta oversees the case. William R. Davis, Jr., Esq., at Langley & Banack, Inc., represents the Debtor as legal counsel. UNIGEL PARTICIPACOES: Chapter 15 Case Summary --------------------------------------------- Four affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Unigel Participacoes S.A. (Lead Case) 24-11982 105 Avenida Engenheiro Luis Carlos Berrini 11 Andar, Sala Unigel, Cidade Moncoes Sao Paulo, SP CEP 04571-010 Brasil Companhia Brasileira De Estireno 24-11983 Proquigel Quimica S.A 24-11984 Unigel Luxembourg S.A. 24-11985 Business Description: The Debtors, together with their non-debtor affiliates, are a Brazilian corporate group that is engaged in the production of a diverse portfolio of petrochemicals for the global market. The Unigel Group is headquartered in Brazil, with operations and economic activities concentrated in Brazil, where it has been operating for more than half a century. The group was founded in 1966 in Sao Paulo by Henri Armand Slezynger. At its founding, the Unigel Group produced thermoplastic resins using a proprietary process, and has since expanded its business. Chapter 15 Petition Date: November 15, 2024 Court: United States Bankruptcy Court Southern District of New York Judge: Hon. John P Mastando III Foreign Representative: Andre Luis da Costa Gaia 105 Avenida Engenheiro Luis Carlos Berrini 11 Andar, Sala Unigel, Cidade Moncoes Sao Paulo, SP CEP 04571-010 Brasil Foreign Proceeding: Recuperacao extrajudicial proceeding under Federal Law No. 11,101 of February 9, 2005 of the laws of the Federative Republic of Brazil before the 2nd Court of Judicial Reorganization and Bankruptcy of Sao Paulo Foreign Representative's Counsel: Kelly DiBlasi, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: kelly.diblasi@weil.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Lead Debtor's Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OMYDBWI/Unigel_Participacoes_SA_and_Andre__nysbke-24-11982__0001.0.pdf?mcid=tGE4TAMA UNITED AIRLINES: S&P Upgrades ICR to 'BB', Outlook Stable --------------------------------------------------------- S&P Global Ratings upgraded United Airlines Holdings Inc. to 'BB' from 'BB-'. S&P also raised several of its issue-level ratings on the company's debt. The stable outlook reflects S&P's expectation for the company to generate a funds from operations (FFO)-to-debt ratio in the low-30% area through 2025, as we assume continuing favorable passenger demand that underpins revenue growth and margin improvement. United's financial risk profile has improved. S&P said, "The upgrade primarily reflects year-to-date strengthening in the company's leverage and coverage ratios, and our expectation for continued improvement in 2025. United is on track to generate earnings and cash flow that exceed our previous estimates and has meaningfully reduced net debt this year. In addition, we now expect the company to generate positive free cash flow in 2025 compared with our previous expectation for a deficit, which should lead to further strengthening in its balance sheet. Lastly, the company lowered its target leverage over the next few years to below 2x (as per the company's calculation), which indicates a greater willingness to reduce its prospective adjusted debt levels. "Recent and estimated credit measures are in line with our previous upside threshold. "We now expect United's FFO to debt to be about 30% in 2024 and higher in 2025, which is aligned with our previous upside threshold for the rating. We also expect its adjusted debt-to-EBITDA ratio to be just below 3x over this period. The anticipated improvement is only modestly stronger than our previous estimates, but we have greater conviction that stronger credit measures are sustainable at least through next year. In our view, this mainly reflects the downward revision to our capital expenditure (capex) estimate and our higher earnings estimates, which should lead to meaningful free cash flow generation." Positive free cash flow provides financial flexibility. S&P said, "The company is on track to exceed $2 billion in positive free cash flow generation this year, or over $1 billion above our previous estimates. Internally generated cash flow and cash on hand facilitated the decline in its reported debt by over $3.5 billion year-to-date through the third quarter of 2024. We now believe there is a downward bias to the company's $7 billion-$9 billion capex guidance range for 2025-2027, and we have lowered our previous estimate for 2025 by roughly $1 billion (from earlier this year). Protracted delays in the ramp-up of aircraft deliveries, notably at The Boeing Co., are mainly responsible, and the timing of an eventual recovery remains uncertain. We now assume United will generate over $1 billion in free cash flow next year, which incorporates our lower capex estimate. "The recent introduction of its share repurchase program was an unexpected development (authorized for up to US$1.5 billion). Presumably, future share buybacks will limit the extent of balance sheet improvement that we would otherwise have expected. However, we expect they will be funded with internally generated cash flow rather than cash or debt, consistent with United's more conservative leverage objective. We also believe the company would pause meaningful share buyback activity in the event of unexpected pressure on its earnings." Earnings growth is expected to continue in 2025, with further margin expansion potential. S&P said, "United is on track to generate earnings and cash flow modestly above our previous estimates this year, and we assume further growth in 2025. We continue to believe passenger travel demand will remain strong. and the company will expand its capacity. For now, we assume United's unit revenue will remain relatively stable but could re-assess in early 2025; subdued industry capacity expansion--particularly from the historically lower-cost airlines that continue to face earnings pressure--and continued growth in premium revenue, are notable source of upside to average fares. Higher revenue should more than offset modest operating cost inflation, and we now assume a lower fuel price for next year. The downward revision to our price assumption (to about $2.50 per gallon) mainly reflects S&P Global's new oil price forecasts, but we acknowledge prevailing jet fuel prices will remain highly speculative." United is poised to continue to benefit from structural changes in passenger air travel. S&P said, "We believe United is well positioned to benefit from continued above-average growth in demand for premium products, loyalty program utilization (MileagePlus), and international travel. The company generates the largest share of revenue from international travel relative to the network carriers (Delta Air Lines, American Airlines), with key coastal hubs in addition to its central hub in Chicago. We believe this affords increased opportunities to expand its business from higher-margin premium and loyalty sales. The shift in demand toward premium products appears structural and anecdotally supported by the recent strategic shift by several historically lower-cost airlines toward premium offerings. We believe United's established position, which including several seat classes beyond basic economy, is a competitive advantage. "Our rating also incorporates the potential volatility of earnings and credit measures. "Our rating continues to incorporate the potential for significant and unexpected volatility in earnings and cash flow linked to airline industry cyclicality and event risk. In our view, lower-than-expected earnings in tandem with higher prospective capex could become weaken the company's credit fundamentals beyond 2025. We estimate that minimal changes in our key assumptions such as passenger revenue per available seat mile (PRASM), available seat miles, and cost per available seat mile (CASM) can have an outsized impact on revenue and credit measures. We are less concerned with volatility, at least over the near term, mainly due its recent debt reduction, the downward revision to our capex assumption (which reduces the risk of cash outflows and higher adjusted debt) and lower leverage target. However, market conditions can change quickly and unexpectedly and limit or derail sustained improvement in United's operating results. "The stable outlook on United reflects our expectation for the company to generate modestly stronger credit measures through next year, including FFO to debt in the low-30% area. We assume the company will generate a modest improvement in earnings and cash flow in 2025, led by growth in passenger volumes and modestly higher operating margins. In our view, there is less financial risk facing the company than we previously considered, notably due to recent debt repayment and our expectation for positive free cash flow generation next year. "We could lower our issuer credit rating on United if, over the next 12 months, we estimate the company's FFO-to-debt ratio in the low- to mid-20% area on a sustained basis. In this scenario, we would expect the company to generate earnings and cash flow below our estimates, most likely due to weaker-than-expected demand for passenger travel that negatively affects average fares alongside higher unit costs. Higher adjusted debt, due to material free cash flow deficits related to future new aircraft expenditures, could also weaken credit measures. "We could raise our ratings on United if, over the next 12 months, we expected the company to generate improvement in its profitability to an extent that enhances our view of its business risk profile. This would likely include S&P Global Ratings-adjusted EBITDA margins sustained above 15%. We could also upgrade the company if we expected its FFO-to-debt ratio to be well above 30% on a sustained basis. In our view, this could result from earnings and cash flow growth that exceed our estimates through 2025, most likely due to stronger-than-expected passenger volumes and PRASM, or material debt reduction from free cash flow generation." UNRIVALED BRANDS: Taps Marcus & Millichap, Stream as Brokers ------------------------------------------------------------ Unrivaled Brands, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Marcus & Millichap Real Estate Investment Services, Inc. and Stream Realty-Orange County GP, Inc. as real estate brokers. The firms will market and sell the Debtor's real property located at 3242 S. Halladay Street, Santa Ana, California, 92705. The firms will be paid a commission of 6 percent of the purchase price. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jim Markel Marcus & Millichap Real Estate Investment Services, Inc. 16830 Ventura Blvd Suite 100 Encino, CA 91436 Tel: (818) 212-2665 - and - Donald Ellis Stream Realty-Orange County GP, Inc. 3161 Michelson Drive, Suite 100 Irvine, CA 92612 Tel: (949) 203-3047 About Unrivaled Brands, Inc. Business Description: Unrivaled owns 100% membership interests in Halladay, and Halladay is Unrivaled's wholly owned subsidiary. Halladay's primary asset is a commercial real property building. Unrivaled Brands, Inc. in Downey, CA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 24-19127) on Nov. 6, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Sabas Carrillo as chief executive officer, signed the petition. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P._ serve as the Debtor's legal counsel. WARREN, MN: S&P Lowers GO Debt Rating to 'BB+', On Watch Negative ----------------------------------------------------------------- S&P Global Ratings lowered its rating on Warren, Minn.'s general obligation (GO) debt three notches to 'BB+' from 'BBB+' and placed the rating on CreditWatch with negative implications based on the potential for increased pressure on the general fund from its component unit, Warren Economic Development Authority (WEDA). S&P said, "A negative financial trend, characterized by worsening reserves of its enterprise funds, appears to stem from unexplained financial pressure from WEDA losses; we believe the general fund's future operations are vulnerable to operating risk given these pressures. In addition, we believe that this requires city resources and that the city also supports unrated WEDA debt with its GO pledge; however, the intended payment source is WEDA revenue. In previous years, we received more detail on WEDA's operations and turnover in city management, in our view, has contributed to weakening transparency. WEDA also appears to be placing escalating pressure on city finances, requiring loans and transfers from the general fund and enterprise funds for cash flow." The rating was reviewed under the application of its criteria, "Methodology For Rating U.S. Governments," published Sept. 9, 2024, on RatingsDirect. S&P said, "The rating action reflects our view of the city's weak internal controls and transparency, coupled with operating losses in the city's enterprise funds and component unit. We also believe there is uncertainty regarding future performance due to the intertwined nature of WEDA and Warren's finances. While Warren provided S&P Global Ratings with its audit, it did not provide comprehensive, separately audited financial statements for the component unit or commentary on the activities of the entity or reason for its persistent deficits; S&P Global Ratings views this lack of information as obscuring our view of the city's general credit quality." "Without the information needed to assess the city's total governmental performance within 30 days, we would unlikely be able to maintain a rating on the city's GO bonds," said S&P Global Ratings credit analyst Melody Vinje. "However, if the city can provide us with an independent; third-party; regularly audited financial statement for WEDA for fiscal years 2023; 2022; and 2021 within 30 days, we will conduct a full review and take a rating action within 90 days of the CreditWatch action." The CreditWatch reflects S&P's expectation that absent the additional information needed within the next 30 days to assess total governmental performance and, therefore, maintain the rating, we would likely be unable to maintain the rating on the city's GO bonds. The city's full-faith-credit-and-resources pledge and agreement to levy ad valorem property taxes, without limitation as to rate or amount, secure the bonds. The bonds are also payable from other revenue sources; however, the rating reflects the unlimited-ad valorem-tax pledge. WELLPATH HOLDINGS: Court Stays Anderson Suit Due to Bankruptcy -------------------------------------------------------------- Magistrate Judge Stanley A. Boone of the United States District Court for the Eastern District of California stayed all proceedings in the case captioned as DORIS ANDERSON, et al., Plaintiffs, v. COUNTY OF FRESNO, et al., Defendants, Case No. 1:21-cv-01134-KES-SAB (E.D. Calif.) pursuant to Section 362(a) of the Bankruptcy Code. Plaintiffs filed this action on July 23, 2021. The operative third amended complaint asserts claims against Defendants: (1) County of Fresno; (2) Margaret Mims; (3) California Forensic Medical Group, also known as Wellpath, LLC; (4) Jami Carter; (5) Chris Garcia; (6) Frank Ponce; (7) Moises Franco; (8) Meng Cha; (9) Linda Thao; (10) Ka Her; (11) Jose Alanis; (12) Anthony Sanchez; (13) Rachel LeBoeuf; (14) David Ventura; (15) Dillon Owens; (16) Jonathan Sanchez; (17) Genevieve Garcia; and (18) Maria Guerrero. A scheduling conference was held on December 11, 2023. Neither the pretrial conference nor trial have been set in this matter. On November 15, 2024, Defendant Wellpath filed a suggestion of bankruptcy and notice of stay indicating that on November 11, 2024, Wellpath filed for bankruptcy in the United States Bankruptcy Court for the Southern District of Texas (Houston Division) for relief under chapter 11 of the United States Bankruptcy Code. The bankruptcy case is pending under case number 24-90563-(ARP). The Court tentatively orders a stay of this action against Wellpath only and that the action proceed against the other seventeen defendants. A copy of the Court's decision dated November 19, 2024, is available at https://urlcurt.com/u?l=cWwSXQ About Wellpath Holdings Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc. is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on November 11, 2024, with $1 billion to $10 billion in assets and liabilities. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as investment bankers. WELLPATH HOLDINGS: Court Stays Bowser Suit Due to Bankruptcy ------------------------------------------------------------ Magistrate Judge Patricia Morris of the United States District Court for the Eastern District of Michigan administratively stayed the case captioned as ANDREW BOWSER, Plaintiff, v. PETER WATSON, et al., Defendants, Case No. 2:23-cv-10568 (E.D. Mich.) as to Wellpath LLC. This case will proceed uninterrupted as to the claims against Grand Prairie Healthcare Services and Peter Watson. This is a prison civil rights case under 42 U.S.C. Sec. 1983. Defendants include Wellpath LLC and Grand Prairie Healthcare Services. The State of Michigan contracted with these entities to provide healthcare services to incarcerated individuals. At all relevant times, Defendant Peter Watson was employed by either one or both of the entities. In this and many other prisoner civil rights cases throughout the district, Defendants recently filed documents titled "Suggestion of Bankruptcy and Notice of Stay." Wellpath has filed a voluntary bankruptcy petition under Chapter 11 in the United States Bankruptcy Court for the Southern District of Texas. As such, under 11 U.S.C. Sec. 362, all proceedings against the debtor, i.e., Wellpath, are automatically stayed. It is thus ordered that this matter be administratively stayed as to Wellpath. The same is not true for the other two defendants. A copy of the Court's decision dated November 20, 2024, is available at https://urlcurt.com/u?l=dHNAim About Wellpath Holdings Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc. is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on November 11, 2024, with $1 billion to $10 billion in assets and liabilities. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as investment bankers. WELLPATH HOLDINGS: Court Stays Garoufalis Suit Due to Bankruptcy ---------------------------------------------------------------- The Honorable Matthew F. Leitman of the United States District Court for the Eastern District of Michigan will stay the case captioned as NICHOLAS GAROUFALIS, Plaintiff, v. COUNTY OF WAYNE, et al., Defendants, Case No. 21-cv-10170 (E.D. Mich.). Now pending before the Court are ten motions for summary judgment and one motion in limine filed by the Defendants. The Court scheduled a hearing on all of the motions for January 23, 2025. On November 15, 2024, Defendant Wellpath, LLC filed a notice in this action in which it informed the Court that (1) it had declared bankruptcy under Chapter 11 of the Bankruptcy Code and (2) the United States Bankruptcy Court for the Southern District of Texas had issued an order to stay proceedings in this action in light of Wellpath's bankruptcy. On November 20, 2024, the Court held an on-the-record status conference with counsel for all parties to discuss the impact, if any, of Wellpath's bankruptcy on this case. The Court will adjourn its previously scheduled hearing date and administratively terminate all pending motions without prejudice. Those motions may be reinstated, if necessary, once the Court and parties receive further clarity on the impact of Wellpath's bankruptcy on this action. A copy of the Court's decision dated November 20, 2024, is available at https://urlcurt.com/u?l=2VAnAv About Wellpath Holdings Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc. is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on November 11, 2024, with $1 billion to $10 billion in assets and liabilities. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as investment bankers. WELLPATH HOLDINGS: Court Stays Valentine Suit Due to Bankruptcy --------------------------------------------------------------- Magistrate Judge Stanley A. Boone of the United States District Court for the Eastern District of California stayed all proceedings in the case captioned as ESTATE OF DEREK VALENTINE, et al., Plaintiffs, v. COUNTY OF Merced, et al., Defendants, Case No. 1:23-cv-01697-JLT-SAB (E.D. Calif.) pursuant to Section 362(a) of Title 11, United States Code. Plaintiffs filed this action on December 8, 2023. The operative first amended complaint asserts claims against Defendants: (1) County of Merced; (2) Merced County Sheriff's Office; (3) Vernon Warnke; (4) Joel Pena; (5) Emanuel Gutierrez; (6) Bianca Guzman; (7) Diane Rentfrow; (8) George Sziraki; (9) California Forensic Medical Group, doing business as Wellpath; (10) Christopher Gaughell; and (11) Alexandrea Reyes. The initial scheduling conference is currently set for March 18, 2025. On November 19, 2024, Defendant Wellpath filed a notice of bankruptcy and notice of stay indicating that on November 11, 2024, Wellpath filed for bankruptcy in the United States Bankruptcy Court for the Southern District of Texas (Houston Division) for relief under chapter 11 of the United States Bankruptcy Code. The bankruptcy case is pending under case number 24-90533-(ARP). A copy of the Court's decision dated November 20, 2024, is available at https://urlcurt.com/u?l=aR2XPB About Wellpath Holdings Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc. is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on November 11, 2024, with $1 billion to $10 billion in assets and liabilities. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as investment bankers. WELLPATH HOLDINGS: Hall v. Fitzpatrick, et al. Suit Can Proceed --------------------------------------------------------------- Senior Judge John E. Steele of the United States District Court for the Middle District of Florida denied the defendants' request to stay the case captioned as WENDALL HALL, Plaintiff, v. KERI FITZPATRICK and CARDENAS, Defendants, Case No: 2:24-cv-505-JES-KCD (M.D. Fla.). Before the Court is the defendants' Suggestion of Bankruptcy and Notice of Stay. Wellpath Holdings, Inc. and affiliated entities -- one of which is presumably the defendants' employer -- have declared Chapter 11 bankruptcy in the United States Bankruptcy Court for the Southern District of Texas, Case No. 24-90533. The defendants asked the Court to apply the automatic stay to this case. The court in Wellpath's bankruptcy case has extended the stay to "lawsuits filed as of the Petition Date in which a Debtor is named as one of the defendants therein." Rider 1 to Wellpath's bankruptcy petition lists the Debtors. None of those Debtors are named as a defendant in this case. Judge Steele says, "Because the automatic stay does not protect the defendants and the bankruptcy court has not enjoined litigation of claims against them, this case may proceed. If the bankruptcy court extends the stay to the defendants, they shall promptly notify the Court and the plaintiff." A copy of the Court's decision dated November 21, 2024, is available at https://urlcurt.com/u?l=WBYeVe About Wellpath Holdings Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc. is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on November 11, 2024, with $1 billion to $10 billion in assets and liabilities. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as investment bankers. WELLPATH HOLDINGS: Hall v. Valaire, et al. Suit Can Proceed ----------------------------------------------------------- Judge Sheri Polster Chappell of the United States District Court for the Middle District of Florida denied the defendants' request to stay the case captioned as WENDALL HALL, Plaintiff, v. VALAIRE, MARIA GARDNER and BLANDEN, Defendants, Case No.: 2:23-cv-769-SPC-NPM (M.D. Fla.). Before the Court is the defendants' Suggestion of Bankruptcy and Notice of Stay. Wellpath Holdings, Inc. and affiliated entities—one of which is presumably the defendants' employer—have declared Chapter 11 bankruptcy in the United States Bankruptcy Court for the Southern District of Texas, Case No. 24-90533. The defendants ask the Court to apply the automatic stay to this case. The court in Wellpath's bankruptcy case has extended the stay to "lawsuits filed as of the Petition Date in which a Debtor is named as one of the defendants therein.” Rider 1 to Wellpath's bankruptcy petition lists the Debtors. None of those Debtors are named as a defendant in this case. Judge Chappell says, "Because the automatic stay does not protect the defendants and the bankruptcy court has not enjoined litigation of claims against them, this case may proceed. If the bankruptcy court extends the stay to the defendants, they shall promptly notify the Court and the plaintiff." A copy of the Court's decision dated November 21, 2024, is available at https://urlcurt.com/u?l=ODHQPJ About Wellpath Holdings Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc. is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on November 11, 2024, with $1 billion to $10 billion in assets and liabilities. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as investment bankers. WHEEL PROS: Unsecured Creditors be Paid in Full or be Reinstated ---------------------------------------------------------------- Wheel Pros, LLC and its Debtor Affiliates submitted an Amended Joint Prepackaged Plan of Reorganization dated October 13, 2024. The Company was founded in 1994 as "Wheel Pros" with a focused mission: to become an industry leader in wheel design, sourcing, marketing, sales, and distribution. In Q2 2024, the Company commenced discussions with its lenders and its equity sponsor, Clearlake Capital Group, L.P. (together with certain affiliates, the "Sponsor"), regarding additional solutions to address its substantial debt service obligations and significant liquidity constraints. At the time negotiations commenced, certain Holders of Hoonigan's funded debt formed a crossover ad hoc group consisting of the Company's FILO Term Loan Lenders, NewCo First Lien Lenders, and NewCo Noteholders (the "Ad Hoc Group"). Strategic Value Partners, LLC and certain of its managed funds (collectively, "SVP"), the largest Holder of the Debtors' NewCo First Lien Loans and NewCo Notes, also actively engaged in such discussions. Thereafter, following several weeks of intense, arms'-length negotiations, the Debtors and their advisors successfully bridged negotiations between the Ad Hoc Group, the ABL Lenders, and SVP to reach agreement on a consensual restructuring. On September 8, 2024, the Debtors, the Ad Hoc Group, SVP, and the Sponsor executed the RSA, pursuant to which the Debtors will effectuate a recapitalization transaction through prepackaged Chapter 11 Cases. The RSA enjoys the support of the holders of 74% of the obligations under the FILO Loans, 99% of the obligations under the First Lien Loans, 100% of the obligations under the NewCo Notes, and 7% of the obligations under the Legacy Notes. The RSA and Plan are structured to support Hoonigan's ongoing commitment to its customers, business partners, and stakeholders while strengthening the business as a going-concern. With the support of their lenders and other key stakeholders, the Debtors seek authority to move through the chapter 11 process efficiently. The Debtors seek to proceed through these Chapter 11 Cases on an approximately 40-day timeline, subject to Court approval, to minimize disruption to the business and accrual of administrative expenses. The Debtors intend to use the proceeds of the DIP Facilities to, among other things, facilitate a smooth landing into chapter 11 and fund go-forward business operations in the ordinary course, thereby preserving the value inherent in the RSA without prejudicing the ability for any party to assert its rights in these Chapter 11 Cases. The Debtors will also use the time in chapter 11 to (i) continue their prepetition efforts to seek commitments for an Exit ABL Facility to further bolster the Company's go-forward liquidity, and (ii) consummate sales of certain non-core assets to generate additional liquidity to fund plan distributions and the go-forward business, including the Debtors' 4WP business unit and certain assets related to Poison Spyder Customs, Inc. The Debtors, with broad support across their capital structure, strongly believe that the deleveraging and liquidity-enhancing Restructuring Transactions contemplated by the RSA and the Plan are in the best interest of the Debtors' Estates and represent the best available alternative to the Company at this time. Given the Debtors' core strengths and strong customer relationships, the Debtors are confident that they can implement the Restructuring Transactions contemplated by the Plan and the RSA to ensure the Debtors' long-term viability. Ultimately, confirmation of the Plan will enable Hoonigan to eliminate approximately $1.2 billion of funded debt obligations and emerge from chapter 11 in a better position than ever to remain a global leader in the automotive aftermarket space. This Plan constitutes a separate Plan for each of the Debtors, and the classification of Claims and Interests set forth herein shall apply separately to each of the Debtors (except for the Class 10 Existing Equity Interests, which shall apply only to Wheel Pros Holdings, L.P.). Class 7 consists of all Allowed General Unsecured Claims against any Debtor. Class 7 is Unimpaired under this Plan. Each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such General Unsecured Claim, either: * Reinstatement of such Allowed General Unsecured Claim pursuant to section 1124 of the Bankruptcy Code; or * payment in full in Cash on (A) the Effective Date or (B) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. Class 9 consists of all Intercompany Interests. Each Allowed Intercompany Interest shall be, at the option of the applicable Debtor (with the consent of SVP) or the Reorganized Debtor, either: (i) Reinstated; or (ii) set off, settled, discharged, contributed, cancelled, and or released without any distribution on account of such Intercompany Interests, or otherwise addressed or eliminated. Class 10 consists of all Existing Equity Interests. On the Effective Date, all Existing Equity Interests shall be cancelled, released, extinguished, and discharged and will be of no further force or effect. Holders of Existing Equity Interests shall receive no recovery or distribution on account thereof and each Holder of an Existing Equity Interest shall not receive or retain any distribution, property, or other value on account of such Existing Equity Interest. The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under this Plan with: (1) the Debtors' Cash on hand as of the Effective Date; (2) the proceeds from the Exit Term Loan Facility; and (3) the New Equity Interests. Each distribution and issuance shall be governed by the terms and conditions set forth in this Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. The Debtors or Reorganized Debtors, as applicable, shall use Cash on hand and proceeds of the Exit Facilities to fund distributions to Holders of Allowed Claims, consistent with the terms of this Plan. A full-text copy of the Amended Prepackaged Plan dated October 13, 2024 is available at https://urlcurt.com/u?l=o26PDX from PacerMonitor.com at no charge. Proposed Co-Counsel for the Debtors: 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 Proposed Co-Counsel to the Debtors: KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Steven N. Serajeddini, Esq. Erica Clark, Esq. 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: steven.serajeddini@kirkland.com erica.clark@kirkland.com -and- Anup Sathy, Esq. Yusuf Salloum, Esq. 333 West Wolf Point Plaza Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: asathy@kirkland.com yusuf.salloum@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. WILLIAMS INDUSTRIAL: Updates Restructuring Plan Disclosures ----------------------------------------------------------- Williams Industrial Services Group Inc., et al., submitted a First Amended Combined Plan of Liquidation and Disclosure Statement dated October 15, 2024. In conjunction with the preparation of this Combined Plan and Disclosure Statement, the Debtors, the Pre-Petition Term Secured Parties, the DIP Term Secured Parties, and the Committee reached an agreement regarding the use of cash collateral for the period following the closing of the Sale of the Debtors' operating assets (the "Cash Collateral Agreement"). The Cash Collateral Agreement, including the specific provisions regarding caps on Administrative Claims and Professional Fee Claims will be set forth in the Plan Supplement to be filed not less than seven days prior to the Voting Deadline fixed by the Court. For the avoidance of doubt, the Committee's Professionals shall be entitled to receive payment of fees in excess of the $50,000 cap from the Committee Settlement Amounts. The Cash Collateral Agreement also provides that the Pre-Petition Term Liens, the DIP Term Liens, the Term Loan Adequate Protection Liens, the Term Loan Adequate ProtectionClaims, and any other pre petition or post-petitions claims, liens or security interests granted to the Pre-Petition Term Secured Parties or the DIP Term Secured Parties, shall be subordinate to the right of payment and priority of (i) all of the allowed fees and expenses of the Debtors' Professionals (subject to the caps in Exhibit A attached to this Combined Plan and Disclosure Statement for certain specified services of Debtors' counsel), (ii) the allowed fees and expenses of the Committee's Professionals in an amount not to exceed $50,000, and (iii) other allowed administrative expenses, incurred from and after the DIP Budget Expiration Date through the Termination Date (collectively, the "Carveout"). Inasmuch as the Debtors' assets have been, or will be, liquidated, and the Plan provides for the Distribution of all of the Cash proceeds of the assets to Holders of Claims that are Allowed in accordance with the Plan, the appropriates test of feasibility is whether the Creditor Trustee will be able to meet its obligations under the Plan. Based on the Debtors' analysis, the Creditor Trustee will have sufficient assets to accomplish its tasks under the Plan. Like in the prior iteration of the Plan, each Holder of an Allowed General Unsecured Claim in Class 4 will receive its Pro Rata share of the remaining balance of the Committee Settlement Amounts after payment of Allowed Fees of the Committee's Professionals. Each Holder of an Allowed Class 4 General Unsecured Claim will thereafter receive on subsequent Distribution Dates as may be established by the Creditor Trustee in accordance with the Creditor Trust Agreement, its Pro Rata share of Net Available Unsecured Proceeds in full satisfaction, settlement and release of its Class 4 General Unsecured Claim. Each Class 4 Holder's Pro Rata share of Net Available Unsecured Proceeds will be calculated as the ratio of the amount of its Allowed Class 4 Claim to the amount of all Class 4 and Class 5 Claims, whether Allowed or Disputed. Creditors will recover 3-5% of their claims. Class 4 General Unsecured Claims total $15,000,000 to $25,000,000. Class 7 consists of the Interests of the Debtors. All Interests of the Debtors shall be cancelled as of the Effective Date and the Holders thereof shall not receive or retain any property under the Plan on account of such Interests. On the Effective Date, a Creditor Trust shall be established for the purpose of, and with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the purposes of the Creditor Trust Agreement, in accordance with applicable Treasury Regulations, (A) administering the Creditor Trust Assets, (B) monetizing all Litigation Rights, (C) resolving all Claims that are Disputed Claims as of the Effective Date, if any, and (D) making all Distributions provided for under the Plan in respect of Administrative Claims, Priority Tax Claims, Allowed Claims in Classes 1, 2, 3, 4, and 5, and all other Claims that become Allowed Claims subsequent to the Effective Date. On the Effective Date, the Debtors shall transfer and convey all right, title, and interest in the Creditor Trust Assets to the Creditor Trust, and all right, title and interest in the Creditor Trust Assets shall be deemed to have been transferred to the Creditor Trust and shall automatically and irrevocably vest in the Creditor Trust without further action on the part of the Debtors or the Creditor Trustee, and with no reversionary interest in the Debtors. A full-text copy of the First Amended Combined Liquidating Plan and Disclosure Statement dated October 15, 2024 is available at https://urlcurt.com/u?l=tuCPk1 from Epiq Bankruptcy Solutions LLC, claims agent. Counsel to the Debtors: Alan R. Lepene, Esq. Scott B. Lepene, Esq. THOMPSON HINE LLP 3900 Key Center, 127 Public Square Cleveland, OH 44114-1291 Telephone: (216) 566-5500 Facsimile: (216) 566-5800 E-mail: Alan.Lepene@thompsonhine.com Scott.Lepene@thompsonhine.com Sean A. Gordon, Esq. Austin B. Alexander, Esq. THOMPSON HINE LLP Two Alliance Center, 3560 Lenox Road NE, Suite 1600 Atlanta, GA 30326-4266 Telephone: (404) 541-2900 Facsimile: (404) 541-2905 E-mail: Sean.Gordon@thompsonhine.com Austin.Alexander@thompsonhine.com - and - Mark L. Desgrosseilliers, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza, 1313 North Market St., Suite 5400 Wilmington, DE 19801 Telephone: (302) 295-0192 E-mail: desgross@chipmanbrown.com About Williams Industrial Williams Industrial Services Group (NYSE American: WLMS) -- http://www.wisgrp.com/-- is a provider of infrastructure related services to blue-chip customers in energy and industrial end markets, including a broad range of construction maintenance, modification, and support services. William Industrial and 13 of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10961) on July 22, 2023. In the petition filed by its president and CEO, Tracy D. Pagliara, William Industrial reported total assets of $114,461,000 and total liabilities of $89,831,000 as of March 31, 2023. The Hon. Thomas Horan oversees the cases. The Debtors tapped Thompson Hine LLP as bankruptcy counsel; and Chipman Brown Cicero & Cole LLP as local bankruptcy counsel. G2 Capital Advisors LLC is the financial advisor to the Debtors, Greenville & Co. Inc is the investment banker, while Epiq Bankruptcy Solutions LLC is the notice and claims agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Lowenstein Sandler, LLP as lead bankruptcy counsel, Morris James, LLP as Delaware counsel, and Dundon Advisers, LLC as financial advisor. YELLOW CORP: Pension Plans' Reconsideration Motion Denied --------------------------------------------------------- Judge Craig T. Goldblatt of the United States Bankruptcy Court for the District of Delaware denied the motion for reconsideration filed by MFN Partners, LP and Mobile Street Holdings, LLC, equity holders of Yellow Corporation and its affiliates, that challenged the court's decision relating to two regulations issued by Pension Benefit Guaranty Corporation. After the enactment of the American Rescue Plan Act of 2021, the PBGC issued a series of regulations that provided, in effect, that funds received by pension plans under that Act would not be considered for the purpose of determining an employer's withdrawal liability. The debtors in this case withdrew from various pension plans in the days leading up to the bankruptcy. Several pension plans that received funds under American Rescue Plan Act filed proofs of claim for withdrawal liability. The pension plans calculated the amounts due as provided in the PBGC regulations. They therefore did not treat federal funds they received (or that they would receive) under the Act as plan assets. The debtors, joined by MFN Partners (which holds equity in the debtors), objected to those proofs of claim. In connection with this claims allowance dispute, they sought summary judgment, seeking a determination that the PBGC regulations were invalid on the ground that they were inconsistent with the applicable statute. The pension plans, joined by the PBGC, filed cross motions seeking summary judgment that the regulations were consistent with the statute. In a Memorandum Opinion dated September 13, 2024, this Court held that the regulations were valid. MFN Partners and Mobile Street have moved for reconsideration. The principal basis for the motion is that the Court erred in concluding that the PBGC regulations are authorized by 29 U.S.C. Sec. 1432(m), which authorizes the PBGC to "impose, by regulation or other guidance, reasonable conditions on an eligible multiemployer plan that receives special financial assistance relating to withdrawal liability." The motion for reconsideration argues that the regulations in question regulate employers rather than pension plans. In the Summary Judgment Opinion, the Court relied on the Supreme Court's decision in Philpott v. Essex County Welfare Board, 409 U.S. 413 (1973), a case that none of the parties cited, for the proposition that an authority to impose a "condition" on a party that accepts federal funds may also "bind third parties, not just the party that agreed to the terms when it accepted the federal funds." The principal point of the rehearing petition is that Philpott is different because it was about a statute enacted by Congress under its constitutional Spending Clause authority, whereas this case involves an agency regulation. The rehearing petition argues that the "Movants have located no case blessing a federal agency, as part of implementing its interpretation of a Congressional directive, to issue a regulation adversely impacting third parties as is the undisputed case here." Following argument on the motion for reconsideration, the Court issued preliminary observations in which it suggested that additional authority, including the Supreme Court's decision in Norfolk Southern Railway Co. v. Shanklin, 529 U.S. 344 (2000) and the Sixth Circuit's decision in United States v. Miami Univ., 294 F.3d 797, 809 (6th Cir. 2002), support the Spending Clause analogy on which the Court relied. The Court provided both parties the opportunity to respond to those points. The points made in MFN Holdings and Mobile Street's response can be placed into two categories. They first reiterate the contention that those cases are different because they involve congressional legislation that imposed conditions on the receipt of federal funds, rather than agency action. Again, it is true that in this context the condition on the use of federal funds is set forth in the PBGC regulations whereas the conditions at issue in United States v. Miami University and Norfolk Southern were statutory. The Court nevertheless views this body of caselaw to be highly relevant to the statutory question at issue in this case -- what Congress would have meant, in the American Rescue Plan Act, when it granted the PBGC the authority to "impose, by regulation or other guidance, reasonable conditions on an eligible multiemployer plan that receives special financial assistance relating to withdrawal liability." Second, MFN Partners and Mobile Street make a series of additional points, all of which are premised on the notion that the PBGC's regulations are inconsistent with other provisions of ERISA. To be sure, if that premise were correct, the rest of their arguments would be valid ones. However, the regulations do not conflict with other statutory language, the Court finds. The attempts by MFN Partners and Mobile Street to distinguish Philpott, Norfolk Southern, and United States v. Miami University on the ground that this case involves an agency regulation that conflicts with the statutory text are unpersuasive, the Court concludes. The motion for reconsideration will therefore be denied. A copy of the Court's decision is available at https://urlcurt.com/u?l=FYc3dl About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corporation had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel; Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel; Kasowitz, Benson and Torres, LLP as special litigation counsel; Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions is the claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve as counsels to Beal Bank USA and the U.S. Department of the Treasury, respectively. On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller Buckfire as investment banker; and Huron Consulting Services, LLC, as financial advisor. [*] Weil, Gotshal & Manges Elects 18 New Partners ------------------------------------------------- International law firm Weil, Gotshal & Manges LLP announced that it has elected 18 new partners, effective January 1, 2025. "We are delighted to welcome this exceptional group of lawyers to our partnership," said Weil Executive Partner Barry Wolf. "Together, they epitomize the client-centric and forward-looking culture for which Weil is so well known. They also reflect our Firm's broad practice strength and global presence, with our new partner class spanning twelve practice areas and seven offices around the world." Weil's new partners are based in the Firm's Dallas, Frankfurt, Houston, London, Miami, New York and Washington, D.C. offices. Weil also announced its newly appointed counsel class which includes 43 individuals from all of the Firm's four departments, based across offices in the United States, Europe and Asia. The new partners are: Chase A. Bentley: Restructuring (New York) Steven Bentsianov: Public Company Advisory Group (New York) Brittany Burnham: Private Funds (New York) Celine Chan: Employment (New York) Jenny Choi: Banking & Finance (London) Brendan C. Conley: Banking & Finance (Dallas) Matthew S. Connors: Securities Litigation (New York) Jennifer Brooks Crozier: Complex Commercial Litigation (New York) Jeffrey L. Dawidowicz: Structured Finance & Derivatives (New York) Matthias Eiden: Restructuring (Frankfurt) David M. Jackson: Structured Finance & Derivatives (New York) Claudia Lai: Mergers & Acquisitions (Dallas) Andrew Lauder: Structured Finance & Derivatives (London) Brian Liegel: Complex Commercial Litigation / Appeals and Strategic Counseling (Miami) Alexander J. Miachika: Private Equity (New York) Stephanie N. Morrison: Restructuring (Houston) Josh Wesneski: Complex Commercial Litigation / Appeals and Strategic Counseling (Washington, D.C.) Kane Wishart: Technology & IP Transactions (New York) About Weil Founded in 1931, Weil, Gotshal & Manges LLP has been a preeminent provider of legal services for more than 90 years. With approximately 1,200 lawyers in offices on three continents, Weil has been a pioneer in the marketplace and a first-mover in the establishment of many significant practice areas. The Firm's four departments, Corporate, Litigation, Restructuring, and Tax, Executive Compensation & Benefits, and more than two dozen practice groups are consistently recognized as leaders in their respective fields. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Michael Anthony Danna Bankr. N.D. Cal. Case No. 24-51753 Chapter 11 Petition filed November 18, 2024 represented by: David Boone, Esq. In re Guilfort Dieuvil Bankr. N.D. Ga. Case No. 24-62267 Chapter 11 Petition filed November 18, 2024 See https://www.pacermonitor.com/view/2J2OXAA/Guilfort_Dieuvil__ganbke-24-62267__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Dominion Capital Assets LLC Bankr. N.D. Ga. Case No. 24-62266 Chapter 11 Petition filed November 18, 2024 See https://www.pacermonitor.com/view/HHECO4Q/Dominion_Capital_Assets_LLC__ganbke-24-62266__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Micah McDonald Bankr. C.D. Cal. Case No. 24-11921 Chapter 11 Petition filed November 19, 2024 represented by: Stephen Burton, Esq. In re Joseph John Bennett, III Bankr. M.D. Fla. Case No. 24-06807 Chapter 11 Petition filed November 19, 2024 represented by: Kevin Comer, Esq. In re David John Moth Bankr. M.D. Fla. Case No. 24-06278 Chapter 11 Petition filed November 19, 2024 Filed Pro Se In re John James Rowsey Bankr. M.D. Fla. Case No. 24-06815 Chapter 11 Petition filed November 19, 2024 represented by: Leon Williamson, Esq. WILLIAMSON LAW FIRM E-mail: leon@lwilliamsonlaw.com In re Touch of Texas, LLC Bankr. N.D.N.Y. Case No. 24-60930 Chapter 11 Petition filed November 19, 2024 See https://www.pacermonitor.com/view/5MH3D5I/Touch_of_Texas_LLC__nynbke-24-60930__0001.0.pdf?mcid=tGE4TAMA represented by: Peter A. Orville, Esq. ORVILLE & MCDONALD LAW, P.C. In re Econocrafts Plus LLC Bankr. E.D.N.Y. Case No. 24-44842 Chapter 11 Petition filed November 19, 2024 See https://www.pacermonitor.com/view/LPTTLFA/Econocrafts_Plus_LLC__nyebke-24-44842__0001.0.pdf?mcid=tGE4TAMA represented by: Btzalel Hirschhorn, Esq. SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV, LLP E-mail: Bhirschhorn@sbagk.com In re 231 E 123 LLC Bankr. S.D.N.Y. Case No. 24-12008 Chapter 11 Petition filed November 19, 2024 See https://www.pacermonitor.com/view/2PG6KEI/231_E_123_LLC__nysbke-24-12008__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re The Rock Bottom Bar LLC Bankr. S.D. Ohio Case No. 24-54697 Chapter 11 Petition filed November 19, 2024 See https://www.pacermonitor.com/view/2O5SDAQ/The_Rock_Bottom_Bar_LLC__ohsbke-24-54697__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Wow Now Properties LLC Bankr. E.D. Va. Case No. 24-72459 Chapter 11 Petition filed November 19, 2024 See https://www.pacermonitor.com/view/MW3UYTA/Wow_Now_Properties_LLC__vaebke-24-72459__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Najwa Sami Karkaji-Sawaya Bankr. C.D. Cal. Case No. 24-12990 Chapter 11 Petition filed November 20, 2024 Filed Pro Se In re Natylia Manarpaac Miyat Bankr. D. Hawaii Case No. 24-01064 Chapter 11 Petition filed November 20, 2024 In re DIA Investment Group LLC Bankr. D.N.J. Case No. 24-21542 Chapter 11 Petition filed November 20, 2024 See https://www.pacermonitor.com/view/MQQK7IA/DIA_Investment_Group_LLC__njbke-24-21542__0001.0.pdf?mcid=tGE4TAMA represented by: Brett Silverman, Esq. SILVERMAN LAW PLLC E-mail: bsilverman@silvermanpllc.com In re Love One LLC Bankr. E.D.N.Y. Case No. 24-44859 Chapter 11 Petition filed November 20, 2024 See https://www.pacermonitor.com/view/VYMAXVA/Love_One_LLC__nyebke-24-44859__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Nazareth Limo, Inc. Bankr. S.D.N.Y. Case No. 24-23023 Chapter 11 Petition filed November 20, 2024 See https://www.pacermonitor.com/view/P4XHIHY/Nazareth_Limo_Inc__nysbke-24-23023__0001.0.pdf?mcid=tGE4TAMA represented by: James J. Rufo, Esq. THE LAW OFFICE OF JAMES J. RUFO E-mail: jrufo@jamesrufolaw.com In re Charles Gary Blankenship, II Bankr. E.D. Tenn. Case No. 24-12915 Chapter 11 Petition filed November 20, 2024 In re Maria Denise Reddick Bankr. D.D.C. Case No. 24-00393 Chapter 11 Petition filed November 21, 2024 represented by: Megan Bleskoski, Esq. In re David Harley Palfi and Brittany Amber Palfi Bankr. N.D. Fla. Case No. 24-30978 Chapter 11 Petition filed November 21, 2024 In re Smoothie Creation Inc Bankr. E.D.N.Y. Case No. 24-44890 Chapter 11 Petition filed November 21, 2024 See https://www.pacermonitor.com/view/KZ2HGDY/Smoothie_Creation_Inc__nyebke-24-44890__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Quack's 43rd St. Bakery, LLC Bankr. W.D. Tex. Case No. 24-11455 Chapter 11 Petition filed November 21, 2024 See https://www.pacermonitor.com/view/IRL32SI/QUACKS_43RD_ST_BAKERY_LLC__txwbke-24-11455__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C Lane, Esq. THE LANE LAW FIRM E-mail: notifications@lanelaw.com In re Olivia J Studios LLC Bankr. C.D. Cal. Case No. 24-11956 Chapter 11 Petition filed November 22, 2024 See https://www.pacermonitor.com/view/KKM67FY/Olivia_J_Studios_LLC__cacbke-24-11956__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas B. Ure, Esq. URE LAW FIRM E-mail: tom@urelawfirm.com In re Kenneth W. Mattson Bankr. N.D. Cal. Case No. 24-10714 Chapter 11 Petition filed November 22, 2024 represented by: Thomas Rupp, Esq. In re Gregory Charles Siech Bankr. M.D. Fla. Case No. 24-06917 Chapter 11 Petition filed November 22, 2024 represented by: Buddy Ford, Esq. In re Gregg's 2.0 Mexican LLC Bankr. M.D. Ga. Case No. 24-51758 Chapter 11 Petition filed November 22, 2024 See https://www.pacermonitor.com/view/DWWZDAA/Greggs_20_Mexican_LLC__gambke-24-51758__0001.0.pdf?mcid=tGE4TAMA represented by: Calvin L. Jackson, Esq. CALVIN L. JACKSON, P.C. E-mail: cljpc@mgacoxmail.com In re Slater Hospitality Events, LLC Bankr. N.D. Ga. Case No. 24-21492 Chapter 11 Petition filed November 22, 2024 See https://www.pacermonitor.com/view/T33KPXA/Slater_Hospitality_Events_LLC__ganbke-24-21492__0001.0.pdf?mcid=tGE4TAMA represented by: William Rountree, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC E-mail: wrountree@rlkglaw.com In re Slater Tower, LLC Bankr. N.D. Ga. Case No. 24-21493 Chapter 11 Petition filed November 22, 2024 See https://www.pacermonitor.com/view/QB4W3ZI/Slater_Tower_LLC__ganbke-24-21493__0001.0.pdf?mcid=tGE4TAMA represented by: William Rountree, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC E-mail: wrountree@rlkglaw.com In re Chris' Collision L.L.C. Bankr. W.D. Ky. Case No. 24-32902 Chapter 11 Petition filed November 22, 2024 See https://www.pacermonitor.com/view/CRIRFFI/Chris_Collision_LLC__kywbke-24-32902__0001.0.pdf?mcid=tGE4TAMA represented by: Charity S. Bird, Esq. KAPLAN JOHNSON ABATE & BIRD LLP E-mail: cbird@kaplanjohnsonlaw.com In re Blane Paul Devillier Bankr. W.D. La. Case No. 24-20538 Chapter 11 Petition filed November 22, 2024 represented by: Wade Kelly, Esq. In re Anderson Tap House LLC Bankr. S.D. Ohio Case No. 24-12762 Chapter 11 Petition filed November 22, 2024 See https://www.pacermonitor.com/view/L3XXOHQ/Anderson_Tap_House_LLC__ohsbke-24-12762__0001.0.pdf?mcid=tGE4TAMA represented by: Eric W. Goering, Esq. GOERING & GOERING E-mail: eric@goering-law.com In re SEBL Fitness, LLC d/b/a Pure Barre Bankr. M.D. Tenn. Case No. 24-04559 Chapter 11 Petition filed November 22, 2024 See https://www.pacermonitor.com/view/VLZH7ZI/SEBL_Fitness_LLC_dba_Pure_Barre__tnmbke-24-04559__0001.0.pdf?mcid=tGE4TAMA represented by: Keith D. Slocum, Esq. SLOCUM LAW E-mail: keith@keithslocum.com In re Pon Ching Liu Bankr. C.D. Cal. Case No. 24-19587 Chapter 11 Petition filed November 23, 2024 represented by: Anthony Egbase, Esq. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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