/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241227.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 27, 2024, Vol. 28, No. 361 Headlines 340 BISCAYNE: Gets Interim Approval to Use Cash Collateral 36 WEST 11TH: Unsecureds Will Recover 100% in Creditor-Backed Plan 48 VIKING: Seeks Chapter 11 Bankruptcy Protection in Maine 606-654 VENICE: Secured Party Sets Jan. 21, 2025 Auction ADELAIDA CELLARS: Gets OK to Use Cash Collateral Until Jan. 15 AFFINITY INTEGRATED: Gets Interim Access to Cash Collateral ALABAMA RENTALS: Gets OK to Use Cash Collateral Until Jan. 7 AMERICAN HOME: Court Affirms Judgment in Kimmett Foreclosure Case AMERICAN OPEN: U.S. Trustee Unable to Appoint Committee AQUABOUNTY TECHNOLOGIES: Directors Name D. Frank as Interim CEO ART LUXURY: Seeks to Use SBA's Cash Collateral ARTICO COLD STORAGE: Gets OK to Use Cash Collateral Until Jan. 18 AUDACY INC: Files Motion to Close Remaining Chapter 11 Case AVINGER INC: Defaults in Loan Agreement with CRG BARRISTER AND MANN: Gets Final OK to Use Cash Collateral BATTLE AXE: Court Approves Final Use of Cash Collateral BCPE NORTH STAR: Moody's Alters Outlook on 'Caa1' CFR to Stable BH DOWNTOWN: Gets Interim OK to Use Cash Collateral Thru Jan. 12 BIG FEET: Claims to be Paid From Business Operations BIG LOTS: Lays Off More Than 500 Workers in Pa. Distribution Center BIG LOTS: Unable to Timely File Form 10-Q for Period Ended Nov 2024 BMA LLC: Unsecured Creditors to Get Nothing in Plan BONITA SOL: U.S. Trustee Unable to Appoint Committee BOWLING CENTER: Unsecured Creditors Will Get 5% of Claims in Plan BRPS TITLE: Starts Subchapter V Bankruptcy Protection in Texas BUTLER TRUCKING: Gets Interim OK to Use Cash Collateral CAREMAX INC: U.S. Trustee Appoints Suzanne Koenig as PCO CCA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors CHAMPION HEALTHCARE: Unsecureds to Split $18K over 3 Years CHARGE ENTERPRISES: Court Sustains Objection to Certain Claims CHARGE ENTERPRISES: D&Os Can Enforce Certain Plan Provisions CHRIS PETTIT: Frost Bank Wins Bid to Dismiss Adversary Case CLEAN ENERGY: Inks $5MM Equity Line of Credit with Mast Hill COMMUNITY HEALTH: Duke University to Buy CHS Assets for $280-Mil. COMTECH TELECOMMUNICATIONS: Unable to Timely File 10-Q for Oct 2024 CONTAINER STORE: Case Summary & 30 Largest Unsecured Creditors DARK RHIINO: Gets Final OK to Use Cash Collateral DEALER SALES: Court Approves Use of Cash Collateral Thru Jan. 14 DERMTECH INC: Unsecureds Will Get 39% to 55% of Claims in Plan DIGITAL ALLY: Inks 1st Amendment to Securities Purchase Deal DIOCESE OF ROCHESTER: Updates Abuse Claims Pay; Amends Plan DJK ENTERPRISES: Gets OK to Use Cash Collateral Until Feb. 28 DOOR COUNTY: Files Chapter 11 Bankruptcy Protection in Wisconsin DOVGAL EXPRESS: Hits Chapter 11 Bankruptcy Protection in Illinois DVC3 LLC: Case Summary & Nine Unsecured Creditors EBURY STREET: Court Dismisses Chapter 11 Cases Without Prejudice EL DORADO SENIOR: No Resident Care Concern, 3rd PCO Report Says ELT TRANSPORTATION: Unsecureds Will Get 5% of Claims in Plan ENDO INT'L: First Omnibus Objection to Certain Claims Sustained ENDO INT'L: Second Omnibus Objection to Certain Claims Sustained ENDO INT'L: Third Omnibus Objection to Certain Claims Sustained ETIENNE ESTATES: Unsecureds Will Get 100% of Claims in Plan EXACTECH INC: Feb. 7, 2025 Sets Claims Bar Date EXTREME RESIDENTIAL: Gets Interim OK to Use Cash Collateral FALCON GROUP: Moody's Lowers CFR & Long Term Issuer Ratings to B2 FARADAY FUTURE: Incurs $77.69 Million Net Loss in Third Quarter FLANNERY LLC: Unsecured Creditors to Get 0% in Plan FUTURE FINTECH: Sells FTFT Shares to DDMM Capital for $1.9-Mil. FUTURE FINTECH: Shareholders Elect 5 Directors at Annual Meeting G & T 5206: Unsecured Creditors Will Get 10% of Claims in Plan GARCIA GRAIN: Court Says Plascencia, et al Must Face Sanctions GBG USA: Court Narrows Claims in Hurwitz Fraudulent Transfer Suit GENIE INVESTMENTS: Court Lifts Stay in Seiler Tucker Lawsuit GLOBAL IID PARENT: Moody's Affirms B3 CFR, Outlook Remains Stable GLOSSLAB LLC: Case Summary & 20 Largest Unsecured Creditors GREGORY B. MYERS: Naples Beach Entitled to Attorney Fees, Costs H-FOOD HOLDINGS: Unsecured Creditors Have 2 Options in Plan HERTZ CORP: Fitch Affirms 'B-' LongTerm IDR, Outlook Negative HONOLULU SPINE CENTER: U.S. Trustee Appoints Creditors' Committee HORIZON INTERIORS: Court Extends Use of Cash Collateral to Feb. 10 HTX WELLNESS: Updates Paragon Bank & ALICO Secured Claims Pay HUMPER EQUIPMENT: Gets Interim OK to Use Cash Collateral HYPERSCALE DATA: Sells 50 Preferred Shares to Ault for $570K HYZON MOTORS: Board of Directors Vote to Dissolve Co. Amid Losses IMPERIAL TOBACCO: Sanction Hearing for CCAA Plans Set for Jan 29 IRA RUSSACK: Secured Party Sets Jan. 27, 2025 Auction ISPECIMEN INC: Will Serve as Provider of Cancer Biospecimens J.H. LLC: Files Amendment to Disclosure Statement JM CARTER: Gets Interim OK to Use Cash Collateral Until Jan. 9 JND PROPERTIES: Prelim. Injunction Order Appeal Dismissed as Moot JOSE FUENTES: Property Sale Proceeds to Fund Plan Payments JRL ENERGY: Court Approves Interim Use of Cash Collateral JUMPSTAR ENTERPRISES: Gets Interim OK to Use Cash Collateral JUS BROADCASTING: Has Deal on Cash Collateral Access KANSAI INC: Gets Final OK to Use Cash Collateral KKC RESTAURANTS: Gets Interim OK to Use Cash Collateral KL HOLDCO: Lightswitch Appointed to Creditors' Committee KODIAK GAS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable KYLE CHAPMAN: Files Emergency Bid to Use Cash Collateral L & L CONSTRUCTION: Amends Plan to Include Karen Durden Claim LAMB WESTON: Continues to Defend Antitrust Law Violation Suit LAVIE CARE: No Complaints at N.C. Facilities, 2nd PCO Report Says LCS UNLIMITED: Gets Final OK to Use Cash Collateral LIFOD HOME: No Patient Care Complaints, 6th PCO Report Says LIKEMIND BRANDS: Unsecureds Will Get 10% of Claims in Plan LODGING ENTERPRISES: Gets OK to Use Cash Collateral Until March 31 LONESTAR FIBERGLASS: Files Emergency Bid to Use Cash Collateral LORDSTOWN MOTORS: Court Stays Hon Hai, et al. Adversary Case LUMIO HOLDINGS: Unsecureds' Recovery "Unknown" in Liquidating Plan M & M BUCKLEY: Case Summary & One Unsecured Creditor MADISON SQUARE BOYS: Jan. 10 Deadline Set for Case Status Update MANZANITA LANE: Case Summary & Three Unsecured Creditors MARDEEN INC: Court Extends Use of Cash Collateral to Jan. 21 MARDEEN INC: Gets Interim OK to Use Cash Collateral Until Jan. 21 MILLARD W. TONG: City Loses Bid to Reverse Property Valuation MY CITY BUILDERS: Reports Net Loss of $74,485 for Fiscal Q1 NATIONAL REALTY: Court Narrows Claims in AIRN v. WIPFLI Lawsuit NATIONWIDE EXPRESS: Gets Interim OK to Use Cash Collateral NEUEHEALTH INC: To Be Taken Private by NEA, Consortium of Investors NEW FORTRESS: Fitch Lowers LongTerm IDR to 'B', On Watch Negative NO LIMITS AVIATION: Unsecureds Will Get 100% over 48 Months NOBLE'S SONG: Unsecureds Will Get 100% of Claims in Plan NORTHPOINT DEVELOPMENT: Given Until Jan. 31 to Use Cash Collateral OAKLAND DIOCESE: Transferred $106MM Before Bankruptcy, Attys. Say ORCHARD PARK: Updates Secured Mortgage Claim Pay; Amends Plan PARTY CITY: Closure Driven by Abrupt Inventory Value Decline PEOPLE WHO CARE: Unsecureds Will Get 100% over 120 Months PERFECTION AUTO: Amends Insouth Bank Secured Claims Pay PLANET HOLDINGS: Posts $20.8M Net Loss in Fiscal Year 2023 PLASTIC SUPPLIERS: Seeks Chapter 11 Bankruptcy Protection in N.J. POTTSVILLE OPERATIONS: Margaret Barajas Appointed as PCO QSR STEEL: Court Okays Settlement Agreement with Nosal, NAS RAI INC: Updates Unsecured Claims Pay Details; Files Amended Plan RAYANI HOLDINGS: Claims to be Paid From Property Sale Proceeds RESTAURANT CORP: Court Approves Interim Use of Cash Collateral REVO BB: Seeks Chapter 11 Bankruptcy in New Jersey RIVERA FAMILY: Sec. 341(a) Meeting of Creditors on January 15 ROYAL BLUE REALTY: May Use $136K of Cash Collateral Thru March 31 SB CONTRACTORS: U.S. Trustee Unable to Appoint Committee SCIENTIFIC INDUSTRIES: Lowers Net Loss to $1.18M in Third Quarter SEARS HOLDINGS: MOAC Bankruptcy Appeal Moot, 2nd Cir. Says SEBASTIAN TECH: Gets Final OK to Use Lenders' Cash Collateral SKYLOCK INDUSTRIES: Wins Interim Cash Collateral Access Thru Jan 20 SMITH MICRO: Shareholders OK Issuance of Stocks to WM Smith SMOKECRAFT CLARENDON: Gets OK to Use Cash Collateral Thru Jan. 31 SOVEREIGN MEDICAL: Files Bankruptcy Protection in New Jersey SPHERE 3D: Prices $6M Direct Offering, Concurrent Private Placement SPHERE 3D: Swings to $104K Net Income in Third Quarter SPIKE BODY: Gets OK to Use Cash Collateral Until Jan. 31 STEEL FABRICATORS: Commences Subchapter V Bankruptcy Proceeding STOLI GROUP: U.S. Trustee Appoints Creditors' Committee STONEPEAK TAURUS: Moody's Alters Outlook on 'B2' CFR to Negative STRONGHOLD CONSTRUCTION: Court OKs Continued Use of Cash Collateral TD&H INC: Gets Interim OK to Use Cash Collateral Until Feb. 27 TEXAS SOLAR: U.S. Trustee Unable to Appoint Committee TOHI LLC: Claims Will be Paid from Property Sale/Refinance TRINITY EXCAVATORS: Gets OK to Use Cash Collateral Until Feb. 1 TROY P. REGAS: United States Wins Summary Judgment in Tax Lawsuit ULTRA SAFE: Sells MMR, Pylon Tech to NANO Nuclear for $8.5M ULTRACUTS OF AMERICA: Unsecureds to Get Share of Income for 5 Years USA SALES: District Court Rejects UST Fee Refund Request VERMILION ENERGY: Moody's Alters Outlook on 'B1' CFR to Positive VICTORIA LIGHT: Seeks Chapter 11 Bankruptcy Protection in Mass. VILLAGE OAKS SENIOR: No Resident Care Concern, 3rd PCO Report Says VIVOT EQUIPMENT: Gets OK to Use Cash Collateral Until Jan. 23 VOBEV LLC: U.S. Trustee Appoints Creditors' Committee VROOM INC: Jan. 8, 2025 Plan & Disclosures Hearing Set WALNUT HILLS-GREENVILLE: Court OKs Continued Use of Cash Collateral WEBSTERNT LLC: Gets Green Light to Use Cash Collateral WELLPATH HOLDINGS: Court Stays Jones Suit Due to Bankruptcy WELLPATH HOLDINGS: Court Stays Regalado Suit Due to Bankruptcy WESTMINSTER PRESBYTERIAN: Fitch Affirms 'BB' IDR, Outlook Stable WNK FOODS: Gets OK to Use Cash Collateral Until Jan. 31 WNK LV INC: Gets Interim OK to Use Cash Collateral Thru Jan. 21 WNK LV: Court Extends Use of Cash Collateral to Jan. 21 WOB HOLDINGS: Gets Final OK to Use Cash Collateral YESENIA GARCIA: Unsecureds Will Get 100% Dividend in Plan ZACHRY HOLDINGS: Seeks to Extend Plan Exclusivity to March 17, 2025 ZURVITA HOLDINGS: Seeks Chapter 11 Bankruptcy Protection [] BOOK REVIEW: The Heroic Enterprise [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 340 BISCAYNE: Gets Interim Approval to Use Cash Collateral ---------------------------------------------------------- 340 Biscayne Owner LLC received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, emergency motion for authorization to use cash collateral through January 12, 2025. The Debtor is authorized to use cash collateral to pay post-petition, current, and necessary expenses set forth in the budget attached to the Motion, plus an amount not to exceed 10% for each line item. The Debtor is also authorized to pay quarterly fees due to the United States Trustee's Office. The Lender is granted adequate protection liens against all property of the Debtor and the Debtor's estate, including all products, proceeds, and supporting obligations. The adequate protection liens are automatically perfected upon entry of this Order, without the need for the Lender to file or execute any financing statements or other documents. A final hearing on the Motion is scheduled for January 8, 2025, at 10:30 a.m. About 340 Biscayne Owner 340 Biscayne Owner LLC is part of the hotels and motels industry. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17203) on July 26, 2021. In the petition signed by Cristiane Bomeny, manager, the Debtor disclosed up to $500 million in assets and up to $50 million in liabilities. Judge Laurel M. Isicoff oversees the case. Linda Jackson, Esq., at Pardo Jackson Gainsburg, PL, is the Debtor's counsel. 36 WEST 11TH: Unsecureds Will Recover 100% in Creditor-Backed Plan ------------------------------------------------------------------ Owemanco Mortgage Holding Corporation, ISAOA ATIMA ("Secured Creditor") and Debtor 36 West 11th Street BH, LLC, submitted a Disclosure Statement in support of Joint Plan of Reorganization for the Debtor dated December 13, 2024. The Debtor purchased the Property on or about October 8, 2021, for $11,000,000. At the time of the purchase of the Property, the equity in the Debtor was held by Amirian and Steven Ostad. The purchase was financed by a first position secured mortgage, entered into by the Debtor on October 8, 2021, which is the Owemanco Secured Claim. Also on October 8, 2021, the Debtor entered into a Mortgage and Security Agreement (the "CW Mortgage") with CW West, which was at all times subordinate to the Owemanco Secured Claim. The Plan implements a restructuring transaction, agreed to by the Debtor and the Secured Creditor, pursuant to which the Existing Equity Interests in the Debtor are cancelled, and the New Equity Interests are issued to NewLLC in exchange for the NewLLC Plan Contribution and the equity holder of NewLLC's personal guaranty of the Exit Facility to allow the construction of the Property to be completed. This case is a single-asset real estate case, where the Debtor's sole asset is the Property. The Property is currently sitting empty, unfinished, and requires significant capital to complete and properly develop the Property. The Property has been sitting empty for the last three years. The NewLLC Plan Contribution will be used to satisfy the Administrative Claims and Priority Claims as provided for in the Plan and make the distribution to Allowed Class 4 Claimants. The Exit Facility will be used to satisfy the Owemanco Note as provided for in Article 4.2 of the Plan and to complete the construction of the Property. The Plan also provides for CW West to grant a release in favor of Amirian in exchange for the CW West Payment. Class 4 consists of all General Unsecured Claims, except the CW West Lender Claim because CW West has elected to make the CW West Release Election as set forth in Section 9.2 in the Plan and has is treated in Class 5. There are no claims listed on Debtor's filed Schedule E/F that are not disputed, therefore, each holder needed to file a timely proof of claim to be eligible to for a distribution under the Plan. Other than Claim 3, which relates to the Owemanco Secured Claim, there only two other filed proofs of claim. Claim 1, of the Internal Revenue Service in the amount of $5,260.00 and Claim 2 of Consolidated Edison Company of New York, Inc. in the amount of $27,889.32. Except to the extent that a Holder of a General Unsecured Claim against the Debtor agrees to less favorable treatment, each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, compromise, settlement, and release of and in exchange for its Claim the amount of the Class 4 Funds needed to pay the Allowed General Unsecured Claim in full. Class 4 is Unimpaired under the Plan. This Class will receive a distribution of 100% of their allowed claims. Class 6 consists of all Existing Equity Interests in Debtor. Saw Mill owns 100% of the Existing Equity Interests. All Existing Equity Interests in Debtor will be cancelled and extinguished, and Holders of Existing Equity Interests in Debtor shall receive no recovery on account of such Interests. On the Effective Date of the Plan, the Reorganized Debtor shall issue one-hundred percent of the New Equity Interests to NewLLC in exchange for the NewLLC Total Plan Contribution. On or as soon as reasonably practicable after the Effective Date, Reorganized Debtor shall enter into the Exit Facility. The Exit Facility shall provide, among other things: * For financing in a principal amount of approximately $16,000,000, plus applicable fees and interest, pursuant to the terms and conditions of the Exit Facility Documents; * The Exit Facility shall be secured by, among other things, a first position lien on the Property; * The loan proceeds shall be used to satisfy the Owemanco Note as provided for in Article 4.2 of the Plan and to complete the construction of the Property. On the Effective Date, NewLLC shall fund the NewLLC Total Plan Contribution to the Disbursing Agent, which shall be used pursuant to the Plan Waterfall. The Amirian Release shall be effective upon the Disbursing Agent making the CW West Payment. A full-text copy of the Disclosure Statement dated December 13, 2024 is available at https://urlcurt.com/u?l=htp7yT from PacerMonitor.com at no charge. Counsel for the Secured Creditor: DUANE MORRIS LLP Morris S. Bauer, Esq. Jessica K. Bonteque, Esq. 1540 Broadway New York, New York 10036-4086 Phone: (212) 692-1036 E-mail: MSBauer@duanemorris.com E-mail: jbonteque@duanemorris.com Counsel for the Debtor: DAVIDOFF HUTCHER & CITRON LLP Jonathan S. Pasternak, Esq. 605 Third Avenue New York, New York 10158 (646) 428-3124 About 36 West 11th Street BH 36 West 11th Street BH, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10650) on Apr. 16, 2024. In the petition signed by David Goldwasser, manager, the Debtor disclosed $8,000,000 in assets and $10,052,294 in liabilities. Judge Lisa G. Beckerman oversees the case. Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron LLP, serves as the Debtor's counsel. 48 VIKING: Seeks Chapter 11 Bankruptcy Protection in Maine ---------------------------------------------------------- On December 24, 2024, 48 Viking Village LLC filed Chapter 11 protection in the District of Maine. According to court filing, the Debtor reports in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About 48 Viking Village LLC 48 Viking Village LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 48 Viking Village LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Me. Case No. 24-10283) on December 24, 2024. In the petition filed by Ben A. Kaley, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: David C. Johnson, Esq. MARCUS CLEGG 16 Middle Street Unit 501A Portland, ME 04101 Tel: (207) 828-8000 E-mail: bankruptcy@marcusclegg.com 606-654 VENICE: Secured Party Sets Jan. 21, 2025 Auction -------------------------------------------------------- Duane Morris LLP will hold a public sale of 100% of the limited liability company interests in 606-654 Venice Blvd. LLC on Jan. 21, 2025, at 10:00 a.m. Pacific Time, located at 865 S. Figueroa Street, Suite 3100, Los Angeles, California 90017 and virtually via zoom. The principal assets of the pledged entity are two parcel of property containing five separate one-story plus mezzanine commercial offices located at 606-654 Venice Boulevard, Los Angeles, Los Angeles County, California ("property"). The sale is held to enforce the rights of RREF III-D Mezz Venice LLC, under (a) that certain mezzanine loan agreement dated Oct. 18, 2019 between secured party and 606-654 Venice Blvd. Mezz LLC and (b) that certain pledge and security agreement (mezzanine loan) dated Oct. 18, 2019 between the Debtor and secured party. Interested parties who would like additional information regarding the collateral and the terms of the public sale should execute the confidentiality agreement which can be reviewed at https://www.606VeniceBlvdUCCSale.com/ For questions and inquiries, contact Brett Rosenberg at Jones Lang LaSalle Americas Inc., 330 Madison Avenue, Floors 3-5, New York, New York 10017, Tel: (212) 812-5926, Email: brett.rosenberg@jll.com ADELAIDA CELLARS: Gets OK to Use Cash Collateral Until Jan. 15 -------------------------------------------------------------- Adelaida Cellars, Inc. received interim approval from the U.S. Bankruptcy Court for the Central District of California to use cash collateral until Jan. 15 next year. The interim order signed by Judge Ronald Clifford, III authorized the company to use cash collateral to pay operating expenses in accordance with its budget. The budget includes payments for insurance premiums that are on an installment plan, and sales and excise taxes attributable to pre-bankruptcy sales that are considered trust fund taxes such that the taxes collected are not the company's property. The interim order authorized the company to remit the sales and excise taxes collected prior to Adelaida Cellars' Chapter 11 filing to taxing authorities in the ordinary course; and to make the last installments for its insurance policies when they are due. There are two liens of record with the California Secretary of State. The first is a lien that was filed by the Kedrin E Van Steenwyk Issue Trust, securing a loan that it made to the company and creating a lien on the company's inventory and its proceeds. The second is a judgment lien against personal property, including equipment and inventory, that was filed by Matthew Van Steenwyk. In case the two lienholders have a duly perfected, unavoidable, and valid lien in the company's cash as of the petition date and such cash is actually used by the company post-petition, then they will receive a replacement lien on the company's post-petition cash, according to the interim order. A final hearing is scheduled for Jan. 15. About Adelaida Cellars Inc. Adelaida Cellars, Inc. is a family-owned and operated winery in Paso Robles, Calif. Adelaida Cellars sought Chapter 11 petition (Bankr. C.D. Cal. Case No. 24-11409) on December 13, 2024, with $10 million to $50 million in both assets and liabilities. Nicholas D. Rubin, chief restructuring officer of Adelaida Cellars, signed the petition. The Debtor tapped Hamid R. Rafatjoo, Esq., at Raines Feldman Littrell, LLP as legal counsel and Force Ten Partners, LLC as restructuring advisor. AFFINITY INTEGRATED: Gets Interim Access to Cash Collateral ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois granted Affinity Integrated Healthcare S.C. authorization to use cash collateral on an interim basis through January 29, 2025. The Debtor is authorized to use cash collateral to pay actual and necessary expenses not to exceed 5% of the amounts set forth in the budget. The budget outlines the Debtor's projected expenses are $90,943.37 for the period from December 21, 2024, to February 5, 2025. The creditors with an interest in the Debtor's cash collateral are granted a replacement lien on the Debtor's post-petition property, including all proceeds and products, to the same extent and priority as their alleged pre-petition liens, if valid. The replacement lien is only to the extent of any diminution in the value of their cash collateral used by the Debtor pursuant to this Order. A further interim hearing on the Motion is set for January 28, 2025, at 10:00 a.m. About Affinity Integrated Healthcare Affinity Integrated Healthcare S.C. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09010) on June 19, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Donald R. Cassling presides over the case. Blair R. Zanzig, Esq., at Leibowitz Hiltz & Zanzig represents the Debtor as legal counsel. ALABAMA RENTALS: Gets OK to Use Cash Collateral Until Jan. 7 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division granted Alabama Rentals, Inc. authorization to use cash collateral on an interim basis pending a final hearing on Jan. 7, 2025. The interim order authorized the company to use cash collateral, including cash, deposit accounts, accounts receivable, and proceeds thereof, to pay its expenses in the normal course of business. The company is not allowed to use cash collateral to pay pre-bankruptcy claims of general unsecured creditors without court approval. Alabama Rentals was ordered to provide adequate protection to its secured creditors in the form of a replacement lien to the extent the value of their liens is decreased by the company's use of cash collateral. The company was also ordered to escrow $1,000 per month for Subchapter V trustee's fees and expenses, which are exempt from the replacement lien. About Alabama Rentals Inc. Alabama Rentals, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-03559) on November 22, 2024, with $1 million to $10 million in both assets and liabilities. Chris Campbell, sole shareholder, signed the petition. Judge D. Sims Crawford oversees the case. Anthony Brian Bush, Esq., at the Bush Law Firm, LLC, represents the Debtor as bankruptcy counsel. AMERICAN HOME: Court Affirms Judgment in Kimmett Foreclosure Case ----------------------------------------------------------------- Judges Terrence M. R. Zic, Daniel A. Friedman and Douglas R. M. Nazarian of the Appellate Court of Maryland affirmed the judgment of the Circuit Court for Anne Arundel County in the case captioned as JOAN KIMMETT, et al. v. LAURA H.G. O'SULLIVAN, et al., No. 857 (Md. App. Ct.) Circuit Court for Anne Arundel County. This case returns to the Court for a second time as part of an endeavor by Laura H.G. O'Sullivan and three other substitute trustees, appellees ("Substitute Trustees"), to foreclose on real property ("the Property") owned by Jonathan and Joan Kimmett, appellants. The Mortgage Loan On April 20, 2007, Mr. Kimmett took out a $550,000 mortgage loan from American Brokers Conduit. The terms of the loan were set forth in a deed of trust Note. Mr. Kimmett, as the sole borrower, was the only party to sign the Note, however, the Kimmetts both executed a Deed of Trust pledging the Property as security. The Deed of Trust named Andrew Valentine as trustee and Mortgage Electronic Registration Systems, Inc. as a nominee for the Note's beneficiary, American Brokers Conduit. Soon after the loan closed, it was sold and then securitized. American Brokers Conduit securitized the Note into an investment trust entitled American Home Mortgage Asset Trust 2007-4, Mortgage-Backed Pass-Through Certificates Series 2007-4. The pooling and servicing agreement established Deutsche Bank National Trust Company as trustee and custodian, and American Home Mortgage Servicing, Inc., "or its successor[,]" as servicer. The Kimmetts' loan was deposited into the Trust on May 1, 2007, and the pooling and servicing agreement closed at the end of the month. Deutsche Bank possessed the Note from then on. A few months later, American Brokers Conduit -- the Kimmetts' original lender -- and several related companies, including American Home Mortgage Servicing, filed for Chapter 11 bankruptcy. Several companies ultimately restructured into American Home Mortgage Servicing. American Home Mortgage Servicing later changed its name to Homeward Residential Inc. Homeward Residential then merged with Ocwen Loan Servicing, LLC in December 2012 and transferred the servicing of certain residential mortgage loans, including the Kimmetts' loan, to Ocwen. Ocwen was the servicer on the Kimmetts' loan until June 2019 when Deutsche Bank appointed, as a replacement servicer, PHH Mortgage Corporation, who continued as servicer ever since. Foreclosure Action The Kimmetts defaulted on their mortgage in May 2009. In September 2013, MERS executed an Assignment of Deed of Trust assigning its beneficial interest in the Note to Deutsche Bank, which was recorded in the land records on October 1, 2013. Three years later, Ocwen, as attorney-in-fact for Deutsche Bank, recorded in the land records a Substitution of Trustee, which appointed the Substitute Trustees. On December 28, 2016, the Substitute Trustees filed an Order to Docket initiating this foreclosure action. When mediation was unsuccessful, the circuit court authorized a foreclosure sale. A few weeks later, but before the foreclosure sale, the Kimmetts declared bankruptcy, automatically staying further proceedings. In their bankruptcy filings, the Kimmetts acknowledged Ocwen as the servicer of their mortgage, but they could "neither admit nor deny" whether Deutsche Bank was a secured creditor. Once the bankruptcy was dismissed, and the stay lifted, the circuit court scheduled the foreclosure sale for November 7, 2018. Two days before the auction, the Kimmetts moved to stay the sale challenging securitization of the Note and the Substitute Trustees' standing to foreclose. The motion did not comply with Maryland Rule 1-204, however, so no stay was entered. The sale went forward as scheduled, and the Property was purchased by Deutsche Bank, the only bidder, for $482,000. Two days after the sale, the circuit court denied as moot the Kimmetts' Rule 14-211 motion to stay the sale. On January 6, 2019, the Kimmetts filed post-sale exceptions, raising three arguments all rooted in the ownership of the Note. First, the Kimmetts contended that the Substitute Trustees were not individuals authorized to make the sale. Second, relying on the same logic, the Kimmetts contended that the advertisement of sale contained a "mis-description" because the Substitute Trustees represented in the advertisement that they had the power to sell even though, in the Kimmetts' view, they did not. Third, the Kimmetts contended that the Substitute Trustees' misrepresentation "chilled" the bidding at the foreclosure sale, which was a procedural irregularity. The Substitute Trustees opposed the Kimmetts' exceptions arguing that they were untimely and that, in any event, the Substitute Trustees' right to foreclose could not be challenged in post-sale exceptions. The circuit court held a hearing on the exceptions on March 4, 2019, and denied them as untimely without reaching their merits. The circuit court ratified the sale on May 30, 2019. The Kimmetts then timely sought in banc review. After a hearing, the in banc panel, in a written opinion, ruled that the Kimmetts' exceptions were timely and so reversed the trial judge's denial. The panel did not reach the merits of the exceptions and, instead, remanded the case to the trial judge for further action on the merits. Soon after the remand was docketed, the Kimmetts moved to strike the final ratification order, re-moved to strike the deed conveying the Property to Deutsche Bank, and renewed their opposition to Deutsche Bank's motion for a judgment of possession. The circuit court entered a written order the same day embodying its rulings on all pending motions, granting the Kimmetts' exceptions, and directing a full evidentiary hearing. The Substitute Trustees appealed. But because the circuit court's order was neither a final judgment, nor an immediately appealable interlocutory order, the Appellate Court dismissed the appeal as not allowed by law. The circuit court then held a full evidentiary hearing on the Kimmetts' pre-sale challenges to the authenticity of the loan documents and the Substitute Trustees' standing to foreclose. After the hearing, the circuit court determined that the loan documents were authentic and that the Substitute Trustees had standing. In the same order denying the Kimmetts' pre-sale challenges, the circuit court also reinstated the foreclosure sale, denied the Kimmetts' post-sale exceptions, reinstated the ratification of the sale, reinstated the deed transferring the Property to the purchaser, and awarded the purchaser a judgment of possession. The Kimmetts appealed and present four questions for review, which the Appellate Court has recast as five and rephrased as follows: 1. Did the circuit court err in finding that the loan documents were authentic? 2. Did the circuit court err in finding that the Substitute Trustees have standing to foreclose? 3. Did the circuit court abuse its discretion by overruling the Kimmetts' post-sale exceptions after previously granting them? 4. Did the circuit court err in awarding the foreclosure purchaser a judgment of possession? 5. Did the circuit court err in requiring a bond to stay enforcement of its judgment pending appeal? The Judges hold that the circuit court did not clearly err in finding that the loan documents are authentic, did not err in denying the Kimmetts' pre- and post-sale motions challenging the Substitute Trustee's standing, did not abuse its discretion in overruling the Kimmetts' post-sale exceptions. They additionally conclude that the circuit court did not err in awarding Deutsche Bank possession and decline to address the supersedeas bond issue. The Kimmetts have not pointed to anything in the record that shows the circuit court's factual findings were clearly erroneous. The circuit court thus did not err in rejecting the Kimmetts' testimony and finding that the loan documents were authentic, the Appellate Court finds. The Substitute Trustees are in possession of the Note, which was indorsed in blank by a holder. That makes the Substitute Trustees the holder of the Note. As the holder, they are a person or entity entitled to enforce the Note and, by extension, the Deed of Trust. Consequently, the Substitute Trustees have standing to foreclose. The circuit court thus did not err in denying the Kimmetts' pre- and post-sale motions challenging the Substitute Trustees' standing, according to the Appellate Court. The sole reason the circuit court initially granted the Kimmetts' post-sale exceptions was because it was unsure if the Substitute Trustees had standing to foreclose, making them unauthorized to make the foreclosure sale. Through the course of the later evidentiary hearing, the circuit court was shown sufficient evidence to conclude that the Substitute Trustees had authority to foreclose. Because that was the only issue the Kimmetts' raised in their exceptions, the circuit court's reasoning for initially granting them no longer stood. The circuit court, therefore, did not abuse its discretion in overruling the Kimmetts' post-sale exceptions, the Appellate Court finds. Deutsche Bank is not entitled to possession because the Substitute Trustees were not authorized to foreclose. The Kimmetts' argument lacks merit. In the end, Deutsche Bank purchased the Property at a valid foreclosure sale, and the Kimmetts refuse to relinquish possession. The circuit court, thus, did not err in granting Deutsche Bank a judgment awarding possession, the Appellate Court concludes. At any rate, the point of posting a supersedeas bond in challenges to ratified foreclosure sales is to prevent the appeal from becoming moot. The Judges say despite the Kimmetts' failure to post the bond, neither party contends in any filing in this Court that the case has become moot, and we have addressed their appeal on its merits. We thus need not address the bond requirement. A copy of the Court's decision is available at http://urlcurt.com/u?l=MWrXsa About American Home Mortgage Defunct subprime mortgage lender American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- based in Melville, New York, and seven affiliates filed for Chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as counsel. The Creditors Committee also retained Hennigan, Bennett & Dorman LLP, as special conflicts counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000 and total liabilities of $19,330,191,000. AHM filed a de-consolidated plan of liquidation on Aug. 15, 2008. The plan was confirmed in February 2009. The plan was implemented in November 2010. AMERICAN OPEN: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee for Region 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of American Open Space Remedies, LLC. About American Open Space Remedies American Open Space Remedies, LLC is a company in Irvine, Calif., engaged in activities related to real estate. American Open Space Remedies filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 24-12885) on Nov. 8, 2024, listing $100 million to $500 million in assets and $10 million to $50 million in liabilities. Judge Scott C. Clarkson oversees the case. Goe Forsythe & Hodges, LLP serves as the Debtor's legal counsel. AQUABOUNTY TECHNOLOGIES: Directors Name D. Frank as Interim CEO --------------------------------------------------------------- On December 6, 2024, the Board of Directors of AquaBounty Technologies, Inc., appointed David Frank as Interim Chief Executive Officer of the Company, effective immediately, replacing David Melbourne, who provided notice of his voluntary resignation as Chief Executive Officer of the Company on December 6, 2024, effective immediately, according to a Form 8-K filing with the U.S. Securities and Exchange Commission. Mr. Melbourne has confirmed that his departure is not due to a disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Frank will also continue to serve as the Company's Chief Financial Officer and Treasurer. Mr. Frank, age 64, joined the Company in October 2007 as Chief Financial Officer with a background in finance, operations and general management. He has 17 years of experience in the seafood industry and aquaculture. Mr. Frank previously served as President and General Manager of TekCel LLC, a subsidiary of Magellan Biosciences, after serving as Magellan's Chief Financial Officer since the company's founding in 2004 and as TekCel's Chief Financial Officer since 2003. About AquaBounty AquaBounty Technologies, Inc. -- www.aquabounty.com -- has been pursuing a growth strategy that includes the construction of large-scale recirculating aquaculture system farms for producing its GE Atlantic salmon. AquaBounty raises its fish in carefully monitored land-based fish farms through a safe, secure, and sustainable process. The Company's farm in Pioneer, Ohio is under construction and roughly 30% complete, but construction activities have been paused. Baltimore, Maryland-based Deloitte & Touche LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has incurred cumulative operating losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. AquaBounty Technologies reported a net loss of $27.6 million for the year ended December 31, 2023, compared to a net loss of $22.2 million for the year ended December 31, 2022. ART LUXURY: Seeks to Use SBA's Cash Collateral ---------------------------------------------- Art Luxury Home Builders, Inc. asked the U.S. Bankruptcy Court for the Eastern District of California, Sacramento, for authority to use the cash collateral of the U.S. Small Business Administration and provide adequate protection. The Debtor requires the use of cash collateral to pay critical expenses. The Debtor is facing financial hardship due to a pending lawsuit stemming from an unfinished project in Oakville, California. This lawsuit has significantly impacted the Debtor's cash flow, making it difficult to meet its financial obligations. As adequate protection, the Debtor seeks to grant replacement liens to the SBA the extent cash collateral is actually used. A copy of the motion is available at https://urlcurt.com/u?l=wENcBQ from PacerMonitor.com. About Art Luxury Home Builder Art Home Builder, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 24-24792) on October 24, 2024, with $100,001 to $500,000 in assets and liabilities. Judge Christopher D. Jaime presides over the case. Peter G. Macaluso, Esq. represents the Debtor as legal counsel. ARTICO COLD STORAGE: Gets OK to Use Cash Collateral Until Jan. 18 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois granted an interim order in Artico Cold Storage Chicago, LLC, authorization to use cash collateral pending a final hearing. The Debtor's authorization to use cash collateral is continued to January 18, 2025, in accordance with the budget attached to the Order, which was entered on December 11, 2024. The budget outlines the Debtor's projected total operating expenses from Dec. 22, 2024 to Feb. 2, 2025, which is $1,155,173. The Order grants adequate protection to Wintrust Bank, N.A. (the "Lender") in the form of a replacement lien on the Debtor's post-petition property. A final hearing on the Motion is scheduled for January 15, 2025, at 1:15 p.m. About Artico Cold Storage Chicago Artico Cold Storage Chicago, LLC is a premier full-service public refrigerated warehouse. It offers local and regional transportation solutions. Strategically located in an approximately 220,000-square-foot building in Chicago's Stock Yards Industrial Park, Artico offers a variety of services and employs the latest technology to meet customer demands and increase accountability in the cold chain. The company has been in operation since April 2022, after acquiring a 60-year-old operation. In May 2023, Artico transitioned to a new warehouse management system, which did not operate as expected. The transition disrupted operations, resulting in shipping delays and errors and eventually the loss of several customers. Artico estimates revenues declined by about 60% during this period. The company has been diligently working to recover and restore business operations but recovery has been slower than hoped. Artico filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04371) on March 26, 2024, with $1 million to $10 million in both assets and liabilities. Judge Deborah L. Thorne presides over the case. William J. Factor, Esq., represents the Debtor as legal counsel. AUDACY INC: Files Motion to Close Remaining Chapter 11 Case ----------------------------------------------------------- RadioInk reports that Audacy has entered the final stage of its Chapter 11 bankruptcy process, filing a motion with the U.S. Bankruptcy Court for the Southern District of Texas to formally close its remaining case involving Audacy Texas, LLC, which was kept open to address last-minute administrative matters. This motion follows the completion of all necessary steps in the restructuring plan, including the approval of fee applications and resolution of any outstanding issues. Audacy filed for Chapter 11 bankruptcy in January 2024. In February, the court approved its reorganization plan, which was largely completed by September. By October, the court issued a final decree for all cases except for Audacy Texas, LLC. In its motion, Audacy argues that the case has been fully administered under federal bankruptcy law, with the reorganization plan implemented, property transfers finalized, and all administrative claims settled. The company also cited business reasons for closing the case, including eliminating the need to pay additional U.S. Trustee fees and reducing reporting requirements, allowing the company to focus on day-to-day operations. Audacy emphasized that closing the case will not impact the rights of any parties, as all issues have been resolved. The court is expected to review the motion and issue its final decree, formally ending Audacy's bankruptcy proceedings. The company has notified all relevant stakeholders, including regulators, creditors, and legal representatives, of the motion. Despite reaching this stage, Audacy could face new challenges in 2025. Incoming FCC Chairman Brendan Carr is considering revisiting the decision that allowed the company to proceed with its restructuring. The FCC, in a 3-2 vote, had temporarily waived ownership limits under the Communications Act, allowing Audacy to emerge from bankruptcy despite Laurel Tree Opportunities Corporation, a George Soros-backed entity, acquiring more than 40% of its senior debt—exceeding the 25% ownership limit. As Audacy seeks to raise its foreign ownership cap, a new petition acknowledges that foreign ownership could exceed the 25% threshold after certain transactions, potentially adding complications to future regulatory reviews. About Audacy Inc. Philadelphia, Pa.-based Audacy Inc., formerly Entercom Communications Corp., is a multi-platform audio content and entertainment company with a collection of local music, news, and sports brands, a premium podcast creator, major event producer, and digital innovator. As of Sept. 30, 2023, the Company had $2.79 billion in total assets and $2.66 billion in total liabilities. Audacy did not make the interest payments on its senior secured first-lien revolving credit facility and term loan, both due 2024 ($17 million due Oct. 31, 2023), senior secured second-lien notes due 2027 ($15 million due Nov. 1, 2023), or senior secured second-lien notes due 2029 ($18 million due Sept. 30, 2023). Audacy Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on Jan. 7, 2024, with $2,788,943,000 in assets and $2,662,320,000 in liabilities. Richard J. Schmaeling, executive vice president & chief financial officer, signed the petitions. Judge Christopher M. Lopez oversees the case. Latham & Watkins, LLP and Porter Hedges, LLP, are the Debtors' legal counsel. AVINGER INC: Defaults in Loan Agreement with CRG ------------------------------------------------ Avinger, Inc., disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that it was not in compliance with the $3,500,000 minimum liquidity covenant required by its agreement with CRG Partners III L.P. and certain of its affiliated funds. On December 11, 2024, the Company filed with the Securities Exchange Commission a preliminary proxy statement in connection with its special meeting of stockholders scheduled for January 17, 2025. The preliminary proxy statement contains a proposal to approve an assignment for the benefit of creditors followed by a voluntary dissolution and liquidation if the Company's board of directors deems such actions to be in the best interests of the Company and its stockholders. Such proposal may be deemed to be an event of default under Section 11.01(i) of that certain term loan agreement dated September 22, 2015, by and between the Company and CRG Partners III L.P. and certain of its affiliated funds. Additionally, on December 11, 2024, the Company notified CRG, pursuant to the CRG Agreement, that it was not in compliance with the $3,500,000 minimum liquidity covenant required by the CRG Agreement. Failure to remain in compliance with such liquidity covenant is an immediate event of default under the CRG Agreement. Under the terms of the CRG Agreement, upon the occurrence of an event of default under Section 11.01(i), the principal, accrued interest, fees and other obligations become immediately due and payable without further action or notice from CRG. Under the terms of the CRG Agreement, upon the occurrence of an event of default under Section 11.01(d), the Majority Lenders (as defined in the CRG Agreement) may, at their discretion and upon notice to the Company, accelerate the outstanding balance under the CRG Agreement, making the principal, accrued interest, fees and other obligations, immediately due and payable. As of December 11, 2024, a total of approximately $2.8 million in principal and interest was outstanding under the CRG Agreement. On December 11, 2024, the Company filed with the SEC a preliminary proxy statement in connection with the Special Meeting. The preliminary proxy statement contains a proposal to approve an assignment for the benefit of creditors followed by a voluntary dissolution and liquidation pursuant to a plan of dissolution. The Assignment is a state-governed insolvency procedure in which the Company would transfer all of its right, title, interest in, and custody and control of, its property to an assignee. The Assignee will then liquidate the property and distribute the proceeds to the Company's creditors to satisfy its obligations. From the effective date of the Assignment, the Assignee, as a fiduciary, will have sole control over the Company's assets and the Company will no longer control its operations, the liquidation or distribution of assets or the resolution of claims. Because the Company does not know the final amount which the Assignee will recover from a liquidation of the Company's assets or how the Assignee will resolve the Company's outstanding obligations, the Company does not know whether any amounts will be available for distribution to holders of its common stock; however, based upon the Company's current outstanding liabilities it is unlikely that holders of its common stock will receive any distribution. The Company expects that, in connection with the proposed Assignment and Dissolution, if effected, the Company's common stock would be delisted from Nasdaq. About Avinger Inc. Headquartered in Redwood City, Calif., Avinger, Inc. -- http://www.avinger.com-- is a commercial-stage medical device company that designs, manufactures, and sells real-time high-definition image-guided, minimally invasive catheter-based systems that are used by physicians to treat patients with peripheral artery disease ("PAD"). Patients with PAD have a build-up of plaque in the arteries that supply blood to areas away from the heart, particularly the pelvis and legs. The Company's mission is to significantly improve the treatment of vascular disease through the introduction of products based on its Lumivascular platform, the only intravascular real-time high-definition image-guided system available in this market. San Francisco, Calif.-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. BARRISTER AND MANN: Gets Final OK to Use Cash Collateral -------------------------------------------------------- Barrister and Mann, LLC received final approval from the U.S. Bankruptcy Court for the Northern District of New York to use the cash collateral of its pre-bankruptcy secured creditors. The final order authorized the use of cash collateral to fund operating expenses consistent with the company's projected budget, with a 15% variance allowed for line items and 10% for the overall budget. The projected budget shows total monthly expenses of $38,260. KeyBank N.A. and other secured creditors will be granted adequate protection of their interests in the pre-bankruptcy collateral in an amount equal to the aggregate diminution in the value of their interests in the collateral. In addition, KeyBank will receive monthly payments of $2,296.57. The company's authorization to use cash collateral automatically terminates upon the occurrence of certain events of default. About Barrister and Mann Barrister and Mann, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-60635) on August 5, 2024, with up to $500,000 in assets and up to $1 million in liabilities. Judge Patrick G. Radel oversees the case. Michael Leo Boyle, Esq., at Boyle Legal, LLC represents the Debtor as bankruptcy counsel. BATTLE AXE: Court Approves Final Use of Cash Collateral ------------------------------------------------------- Battle Axe Construction LLC received interim approval from the U.S. Bankruptcy Court for the Southern District of Ohio to use cash collateral provided by its senior secured lender, CenterBank, to continue operations and pay necessary expenses. The Debtor is authorized to use cash collateral in accordance with the budget attached to the Order. The budget includes a carve-out for the Subchapter V Trustee's fees and expenses of $143,980.00. The debtor must make monthly cash collateral payments of $2,500 to CenterBank, applied to the senior secured indebtedness. Additionally, Replacement liens granted to CenterBank on pre-petition collateral and post-petition assets. The lien retains its pre-petition validity and priority. Junior creditors are not entitled to adequate protection, as the senior secured debt exceeds the value of the collateral. CenterBank holds approximately $614,683.28 in secured claims under two promissory notes. Debtor’s pre-petition collateral includes accounts, equipment, and other business assets. A trustee was appointed to oversee the case under Chapter 11 Subchapter V provisions. About Battle Axe Construction Battle Axe Construction, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-12499) on October 28, 2024, with $1,686,405 in assets and $2,357,478 in liabilities. Joseph D. Jackson, a member of Battle Axe, signed the petition. Judge Beth A. Buchanan oversees the case. Eric W. Goering, Esq., at Goering & Goering, LLC, represents the Debtor as legal counsel. BCPE NORTH STAR: Moody's Alters Outlook on 'Caa1' CFR to Stable --------------------------------------------------------------- Moody's Ratings affirmed the ratings of BCPE North Star US Holdco 2 ("Dessert Holdings") including the company's Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, B3 ratings on the existing first lien senior secured revolving credit facility and term loans, and Caa3 ratings on the existing second lien senior secured term loans. Moody's also changed the outlook to stable from negative. The outlook revision to stable reflects the company's improving profitability and strengthening credit metrics, primarily driven by good earnings growth. Debt/EBITDA leverage (Moody's adjusted) has declined to 7.5x as of September 28, 2024, compared to 8.1x at the end 2023. Deleveraging is being driven by organic sales growth and margin expansion. In the first nine months ended September 28, 2024, sales increased by approximately 8% year-over-year, with organic growth accounting for 7%, largely fueled by volume increases. During this period, EBITDA (Moody's adjusted) increased roughly 18%. Moody's expect continued mid-single-digit organic sales growth over the next 12-18 months, driven by sustained strength in the club and mass channel. While Moody's do expect some softness in grocery and foodservice, this should be mitigated by business wins with new and existing customers across both retail and foodservice channels. Moody's project EBITDA (Moody's adjusted) to increase at a high-single-digit rate over this period, supported by sales growth and incremental pricing to mitigate dairy and cocoa input cost inflation. Operational efficiencies, particularly through cost-saving measures in procurement, production, and transportation, are also expected to increase profitability. Based on projected earnings growth, Moody's expect debt/EBITDA leverage (Moody's adjusted) to decrease below 7.0x over the next 12-18 months. Nonetheless, Moody's affirmed the Caa1 CFR because leverage is still high and there is execution risk related to reducing leverage and improving liquidity. Because the company has $129 million drawn on the $155 million revolver and free cash flow has been consistently negative, incremental capacity to fund cash needs including the roughly $10 million of required annual term loan amortization is limited. There are also downside risks to Moody's forecast as consumer budgets remain tight, volumes could be weaker than anticipated, or key input costs may increase. Also, there is risk of potential disruption to operating performance as Dessert Holdings is planning to convert its facilities to a common ERP platform over the next two years. Dessert Holdings' liquidity is adequate, despite limited availability on its $155 million revolving credit facility, with only $26 million of availability as of September 28, 2024. Liquidity is supported by $24 million of cash on hand at the same date though some of the cash is held outside the US. Looking ahead, Moody's expect liquidity (cash and revolver availability) to improve modestly to around $55 million by the end of 2024, up from $43 million at the end of 2023 and $50 million as of September 28, 2024. The company's liquidity improved in 2024 primarily because of a $20 million capital contribution from Bain Capital in 3Q24 and because the company secured roughly $10 million of additional term loan proceeds beyond the acquisition cost of Kenny's Great Pies in May 2024. Moody's project negative free cash flow of $10-$15 million in fiscal 2024, reflecting a modest improvement compared to negative free cash flow of $20 million over the first nine months of the year. In 2025, Moody's project positive free cash flow of $10-$20 million, driven mainly by increased earnings, with some benefit from decreased cash interest expense due to lower interest rates. Projected free cash flow and available liquidity should be sufficient to support the company's mandatory term loan amortization of $10 million per year. However, if working capital requirements or operational performance deviate from expectations, liquidity might fall short of meeting the company's cash needs. The company has no meaningful debt maturities until the revolving credit facility expires in June 2026. Liquidity could weaken if the company does not proactively address the revolver expiry. RATINGS RATIONALE Dessert Holdings' Caa1 CFR reflects its high financial leverage and weak free cash flow as debt/EBITDA leverage is 7.5x for the 12-month period ended September 28, 2024, and free cash flow is projected to be negative in 2024. The rating also reflects limited availability of just $26 million on its $155 million revolving credit facility and reliance on earnings growth to shift to positive free cash flow. The high leverage is a concern given the company's small size and relatively narrow product focus. Nonetheless, Moody's expect a reduction in leverage and an improvement in free cash flow over the next 12-18 months, driven by projected volume and earnings growth. However, there remains significant execution risk, especially as consumer budgets remain tight, volumes could be weaker than Moody's forecast, or key input costs may increase. The credit profile also reflects Dessert Holdings' aggressive debt-financed acquisition strategy under private equity ownership. These credit challenges are partially balanced by the company's solid EBITDA margin, leading position in narrowly defined bakery categories, and strong customer base with long-standing relationships. The company's solid EBITDA margin is primarily the result of its ability to differentiate itself by offering premium desserts at scale to its in-store bakery and foodservice customers. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade could occur if Dessert Holdings is able to improve operating performance, including sustained organic revenue growth and a higher EBITDA margin, and improve liquidity, highlighted by increased revolver availability and consistently positive free cash flow. Dessert Holdings would need to also decrease its debt/EBITDA leverage towards 7.0x or below. A rating downgrade could occur if Dessert Holding's liquidity position deteriorates, free cash flow remains negative, earnings fail to grow, or the company pursues debt-financed acquisitions or shareholder distributions. A downgrade could also occur if debt/EBITDA leverage remains elevated. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. COMPANY PROFILE Dessert Holdings, based in St. Paul, Minnesota, is a leading manufacturer of premium frozen desserts. The company sells dessert cakes, cheesecakes, cake pops, brownies, bars, pies, and cookies to retail and foodservice customers across the US and Canada. Dessert Holdings operates under six brands: The Original Cakerie, Lawler's Desserts, Atlanta Cheesecake Company, Steven Charles, Dianne's Fine Desserts, and Kenny's Great Pies. The company was acquired by investment funds associated with Bain Capital Private Equity in June 2021. BH DOWNTOWN: Gets Interim OK to Use Cash Collateral Thru Jan. 12 ---------------------------------------------------------------- Judge Laurel M. Isicoff of the southern district of Florida, miami division issued an interim order authorizing BH Downtown, LLC to use cash collateral through January 12, 2025. The Debtor is authorized to use cash collateral to pay post-petition, current, and necessary expenses set forth in the budget attached to the Motion, plus an amount not to exceed 10% for each line item. The Debtor is also authorized to pay quarterly fees due to the United States Trustee's Office. The Lender is granted adequate protection liens against all property of the Debtor and the Debtor's estate, including all products, proceeds, and supporting obligations. The adequate protection liens are automatically perfected upon entry of this Order, without the need for the Lender to file or execute any financing statements or other documents. A final hearing on the Motion is scheduled for January 8, 2025, at 10:30 a.m. About BH Downtown, LLC BH Downtown, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-23028) with $100,000,001 to $500 million in assets and $50,000,001 to $100 million in laibilities. In the petition signed by Cristiane Bomeny, manager. Judge Laurel M. Isicoff oversees the case. Linda Jackson, Esq., at Pardo Jackson Gainsburg, PL, is the Debtor's counsel. BIG FEET: Claims to be Paid From Business Operations ---------------------------------------------------- Big Feet, Inc., filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated December 13, 2024. The Debtor is an e-commerce specialty retailer and wholesaler of onesie footed pajamas which its sole shareholder and President, John Fitzpatrick, acquired in September 2012. When Mr. Fitzpatrick purchased the business, it was an e-commerce business selling its brand of onesie footed pajamas primarily through its own website to retail customers. Big Feet was also experiencing growing retail sales through the online marketplace Amazon, as well as sales to wholesale customers in the US and UK. The company's branded products were manufactured by one factory in China. The Debtor's financial projections for 2025 through 2029 show that the Debtor will have projected disposable income of approximately $98,303, not including payments to KeyBank as set forth in this Plan. After accounting for Plan payments to KeyBank, the Debtor's projected disposable income is -$1,697. The Plan will be supported by funds contributed by non-Debtors to the extent that the Debtor's operating income is insufficient to make all required Plan payments. The final Plan payment is expected to be paid on or around February 1, 2030. Scheduled Non-Priority General Unsecured Claims total $43,034.00. Class 2 consists of all Holders of Unsecured Claims. Class 2 Claims will receive no distributions. Each Class 2 Claim shall be allowed or disallowed, as the case may be, whether prior to or following Confirmation, in such amount as to which the Debtor and the claimant may agree or the Bankruptcy Court may approve following Notice and Hearing. The Class 2 Claims are impaired. Class 3 consists of Equity Interests. The Holder of the Equity Interests shall retain such Equity Interests as they existed on the Petition Date. The Holder of the Class 3 Claim shall not receive any Distribution pursuant to this Plan. The Debtor will fund all payments required under this Plan through its business operations. To the extent that the Debtor's operating income is insufficient to make all required Plan payments, the Plan will be supported by funds contributed by its sole shareholder John Fitzpatrick in an amount sufficient to fund all required Plan payments. On the Effective Date, the Reorganized Debtor shall continue to exist in accordance with the laws of the State of Washington and federal law, and pursuant to its corporate governing documents in effect prior to the Effective Date. All matters provided for in the Plan involving the corporate structure of the Debtor and any corporate action required of the Debtor or Reorganized Debtor in connection with the Plan shall be deemed to have occurred and shall be in effect without any requirement or further action by the Equity Holder or manager of the Debtor or Reorganized Debtor. A full-text copy of the Plan of Reorganization dated December 13, 2024 is available at https://urlcurt.com/u?l=3fWp6o from PacerMonitor.com at no charge. Counsel to the Debtor: Thomas A. Buford, Esq. Jason Wax, Esq. Bush Kornfeld Llp 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 292-2110 Email: tbuford@bskd.com, jwax@bskd.com About Big Feet, Inc. Big Feet, Inc. manufactures onesies, footed pajamas, loungewear, athleisure, and sleepwear for adults and children. Big Feet sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-12880) on Nov. 12, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Timothy W. Dore presides over the case. The Debtor is represented by Jason E. Wax, Esq., at Bush Kornfeld, LLP. BIG LOTS: Lays Off More Than 500 Workers in Pa. Distribution Center ------------------------------------------------------------------- PennLive reports that Big Lots is shutting down its distribution center in Schuylkill County, affecting 505 workers. The company has submitted a Worker Adjustment and Retraining Notification to the Pennsylvania Department of Labor & Industry, detailing that layoffs at 50 Rausch Creek Road in Tremont Township will begin on January 6 and be finalized by March 31, 2025. Big Lots is closing its distribution center following its announcement that it no longer expects to complete its planned asset sale to Nexus Capital Management. Going-out-of-business sales have started at all 909 remaining stores, including 64 in Pennsylvania. Earlier in 2023, the retailer closed hundreds of locations, including one in York County. Despite filing for Chapter 11 bankruptcy in September, Big Lots is still pursuing a potential sale to Nexus or another buyer by early January 2025. The liquidation sales are being handled by Gordon Brothers, in partnership with Hilco Consumer-Retail and Tiger Capital Group. Gordon Brothers confirmed on Monday that the sales have begun. In addition, Gordon Brothers is overseeing closing sales for Party City at nearly 700 stores nationwide, which also started on Monday, December 23, 2024. Under the WARN Act, employers are required to provide 60 days' notice of a business closure or mass layoff, though certain exceptions apply. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value, delivering bargains on everything for the home, including furniture, decor, pantry and more. On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus Capital Management LP. PNC Bank, National Association, the DIP ABL Agent and Prepetition ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the Prepetition Term Loan Agent are represented by Otterbourg, P.C. and Richards, Layton & Finger, P.A. BIG LOTS: Unable to Timely File Form 10-Q for Period Ended Nov 2024 ------------------------------------------------------------------- Big Lots, Inc., notified the U.S. Securities and Exchange Commission of its late filing of its Form 10-Q for the period ended November 2, 2024. The Company has determined that it will be unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense. As previously disclosed, on September 9, 2024, the Company and its other subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. The Bankruptcy Court has granted a motion seeking joint administration of the cases under the caption In re: Big Lots, Inc., et al., Case No. 24-11967 (JKS). Documents filed on the docket of and other information related to the Chapter 11 Cases are available on a website administrated by the Company's claims agent, Kroll Restructuring Administration LLC, at https://cases.ra.kroll.com/biglots, by calling toll-free at (844) 217-1398 (or +1 (646) 809-2073 for calls originating outside of the U.S. or Canada), or by sending an email to biglotsinfo@ra.kroll.com During the pendency of the Chapter 11 Cases, the Company and its management team and other finance, accounting and administrative personnel have devoted significant time, attention and resources to the Chapter 11 Cases and related administrative requirements, including evaluating the technical accounting implications of the Chapter 11 Cases. Due to the considerable time, attention and resources required to address the Chapter 11 Cases, the limited resources available to the Company, and the resources that would be necessary for the Company to prepare financial statements for the quarterly period ended November 2, 2024 in accordance with generally accepted accounting principles and the certifications required by the Sarbanes Oxley Act of 2002, as amended, the Company has determined that it will be unable to timely file the Form 10-Q (or its Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K for subsequent periods) without unreasonable effort or expense and is unable to estimate when or if it will be able to complete and file such reports. The Company does not intend to file the Form 10-Q or Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K for subsequent periods. Instead, following the closing of the sale of all or substantially all of the Company's assets to affiliates of Nexus Capital, and until the Company's common shares have been deregistered, the Company intends to file Current Reports on Form 8-K (1) disclosing material events in the Chapter 11 Cases and other information required by Form 8-K and (2) containing as exhibits the monthly operating reports filed by the Company with the Bankruptcy Court. 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. BMA LLC: Unsecured Creditors to Get Nothing in Plan --------------------------------------------------- BMA, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Disclosure Statement in support of Chapter 11 Plan dated December 13, 2024. The Debtor was formed in December 2019 as a manager-managed Wyoming limited liability company. Debtor was formed for the purpose of acquiring entities in the transportation business. Debtor's sole member is Michelle Allen and Debtor's manager is David Brooks Allen. On May 12, 2022, Debtor and Steve G. Icenhour entered in an Agreement for Acquisition of Corporation by Stock Purchase W/ Installment Payment ("Stock Purchase Agreement") wherein Debtor agreed to purchase and Icenhour agreed to sell all of the stock in ATC for $1,000,000. The Debtor will not operate postconfirmation. Its shares of stock in ATC will be canceled as of the Effective Date of the Chapter 11 Plan filed in the ATC Case. After the Effective Date, the Debtor will have no operations. Only two proofs of claim were filed in Debtor's Case: (1) by JPMorgan Chase Bank, N.A. for $23,467.31 related to financing a 2022 GMC Canyon and (2) by Icenhour for $690,974 related to the Stock Purchase Agreement and Promissory Note. The Debtor will not object to any of the Proofs of Claims filed in this case by various alleged Creditors. All funds recovered through litigation shall be used, first, to pay in full all costs associated with such litigation, including all attorneys and other professional fees, second, to pay in full all Allowed Administrative Expense Claims, and third, to holders of priority tax claims. Class 5 consists of the General Unsecured Claims not entitled to priority held by any creditor of the Debtor. In full and complete satisfaction of all of the General Unsecured Claims, holders of General Unsecured Claims shall receive nothing. Class 4 is Impaired. Class 6 consists of all Allowed Interests in the Debtor and all Equity Holders. All of the interests in Debtor shall be canceled by operation of this Plan and entry of the Confirmation Order. Accordingly, the Equity Interest Holders shall retain none of their interests in the Debtor. The Plan will be implemented, in part, as follows: * On the Effective Date, Debtor shall execute any and all documents necessary to cancel its stock in ATC. * ATC will subsequently issue new stock according to the terms of ATC's Amended Chapter 11 Plan of Reorganization. A full-text copy of the Disclosure Statement dated December 13, 2024 is available at https://urlcurt.com/u?l=BIVrmI from PacerMonitor.com at no charge. Counsel to the Debtors: Christopher R. Kaup, Esq. David Barlow, Esq. TIFFANY & BOSCO, P.A. 2525 East Camelback Road Phoenix, AZ 85016-4237 Tel: (602) 255-6000 Fax: (602) 255-0103 E-mail: crk@tblaw.com dmb@tblaw.com About BMA LLC Alleged creditors filed an involuntary Chapter 11 petition for BMA LLC (Bankr. D. Ariz. Case No. 24-02602) on Apr. 5, 2024. The alleged creditors are Cory Lucas, Chaney Gifford, and Dan Earl. BONITA SOL: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Bonita Sol, LLC, according to court dockets. About Bonita Sol Bonita Sol, LLC is primarily engaged in renting and leasing real estate properties. Bonita Sol sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01582) on October 18, 2024, with total assets of $2,850,000 and total liabilities of $4,483,248. Amy Denton Mayer of Stichter Riedel Blain & Postler, P.A. serves as Subchapter V trustee. Judge Caryl E. Delano handles the case. The Debtor is represented by Mike Dal Lago, Esq., at Dal Lago Law. BOWLING CENTER: Unsecured Creditors Will Get 5% of Claims in Plan ----------------------------------------------------------------- Bowling Center, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Plan of Reorganization dated December 11, 2024. The Debtor is engaged in the family entertainment business offering bowling activities, games rooms, food, drinks, and other related activities in its entertainment center located at Campo Rico Avenue, Carolina, P.R. Revenues are generated from the blowing activities, shoe rentals, bar, food, and other related sources. Debtor also has ten commercial spaces leased to third parties and early in 2025, it will have available three additional office spaces for lease. Its current management consists of Mr. Roger Acosta Hernández and his spouse, Mrs. Sandra Padilla Soto. As a result of the filing by Debtor of its Chapter 11 petition, Debtor has received the benefits of Section 362(a) of the Bankruptcy Code, which has stayed all collection actions and judicial proceedings against Debtor, providing Debtor the opportunity to file the Plan, without the pressures that drove Debtor into Chapter 11, as envisioned by the Bankruptcy Code. During the reorganization period, Debtor has been actively restoring and remodeling the facilities to improve its services and increase its revenues. Also, five of the ten leased spaces were completed and delivered to the lessees during that period. The Plan contemplates a 5% dividend to Holders of General Unsecured Claims, under Articles I and II hereof, $1,000,000 to Luna Commercial, and 100% to all other creditors. Therefore, confirmation of the Plan will ensure that Holders of Administrative Expense Claims, Priority Claims, and General Unsecured Claims will receive prompt and fair dividends on their claims. Thus, Debtor believes that the interest of creditors and the goals of Chapter 11 are better served by the confirmation of the Plan. Class 2 consists of Allowed General Unsecured Claims. Holders of Allowed General Unsecured, except for the deficiency claim of Luna which will not receive dividends under this Class, will be paid in full satisfaction of their claims 5% thereof, on the Effective Date from the DIP financing described under Class 1. The allowed unsecured claims total $1,428,806.06. This Class will receive a distribution of 5% of their allowed claims. This Class is impaired. Class 3 consists of Interest in Debtor. The Holder of the Equity Interest in Debtor, the Estate of Secundino Acosta, will not receive any distributions under the Plan, but will retain its shares in Debtor unaltered. Except as otherwise provided for in the Plan, Debtor will effect payments of Administrative Expense Claims, Priority Tax Claims, and General Unsecured Claims, on the Effective Date, from the proceeds of the DIP financing. Payments of the DIP loan will be made from Debtor's business operations. A full-text copy of the Plan of Reorganization dated December 11, 2024 is available at https://urlcurt.com/u?l=3MTWUk from PacerMonitor.com at no charge. Bowling Center, Inc. is represented by: Charles A. Cuprill, Esq. CHARLES A. CUPRILL, P.S.C., LAW OFFICES 356 Fortaleza Street 2nd Floor San Juan, PR 00901 Tel: (787) 977-0515 Email: ccuprill@cuprill.com About Bowling Center Bowling Center, Inc., is engaged in the family entertainment business offering bowling activities, games rooms, food, drinks, and other related activities in its entertainment center located at Campo Rico Avenue, Carolina, P.R. The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case No. 24-00215) on January 25, 2024, listing $3,592,343 in assets and $2,581,376 in liabilities. Roger Acosta Hernandez, president, signed the petition. The Debtor tapped Charles A. Cuprill, PSC Law Offices as legal counsel and CPA Luis R. Carrasquillo & Co., PSC as financial consultant. BRPS TITLE: Starts Subchapter V Bankruptcy Protection in Texas -------------------------------------------------------------- On December 23, 2024, BRPS Title of Texas LLC filed Chapter 11 protection in the Southern District of Texas. According to court filing, the Debtor reports $1,452,304 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About BRPS Title of Texas LLC BRPS Title of Texas LLC is a limited liability company. BRPS Title of Texas LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-36006) on December 23, 2024. In the petition filed by Jason Klam, as chief operating officer, the Debtor reports total assets of $41,299 and total liabilities of $1,452,304. Honorable Bankruptcy Judge Jeffrey P. Norman handles the case. The Debtor is represented by: Susan Tran Adams, Esq. TRAN SINGH, LLP 2502 La Branch St. Houston TX 77004 E-mail: stran@ts-llp.com BUTLER TRUCKING: Gets Interim OK to Use Cash Collateral ------------------------------------------------------- Butler Trucking, LLC received interim approval from the U.S. Bankruptcy Court for the Northern District of Ohio to use cash collateral. The cash collateral will be used by the company to fund its day-to-day business operations, including payment of employees, suppliers, utilities and other ordinary course expenses. The U.S. Small Business Administration, Fundation Group, LLC, JasperCap, CashFloit LLC, United First, LLC, and Asset Funding Source, LLC assert an interest in the company's cash collateral. As adequate protection, the lenders will be granted a replacement lien with the same relative priority as their pre-bankruptcy liens. The next hearing is set for Jan. 17, 2025. About Butler Trucking LLC Butler Trucking LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-32443-jpg) on December 17, 2024. In the petition signed by Justin Butler, managing member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. John P Gustafson oversees the case. Eric Neuman, Esq., at Diller and Rice, LLC, represents the Debtor as legal counsel. CAREMAX INC: U.S. Trustee Appoints Suzanne Koenig as PCO -------------------------------------------------------- Lisa Lambert, the U.S. Trustee for Region 6, appointed Suzanne Koenig as patient care ombudsman for CareMax Inc. and its affiliates. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Northern District of Texas on Dec. 19. The patient care ombudsman shall maintain any information obtained by such ombudsman under Section 333 of the Bankruptcy Code that relates to the clients (including information related to the patient records) as confidential information. To this end: * The patient care ombudsman may, without special notice to patients and in lieu of personal service, notify patients of his/her appointment as patient care ombudsman by a conspicuous posting of a notice at the healthcare providers' patient care facility; * The patient care ombudsman may, without special notice to patients and in lieu of personal service, post notice at the healthcare providers' patient care facilities that a report will be made to the court at least 14 days before making such report under Section 333(b)(2) of the Bankruptcy Code, unless such report is being made pursuant to Section 333(b)(3) of the Bankruptcy Code. To the best of her knowledge, Ms. Koenig has no connections with CareMax, creditors and other parties involved in CareMax's Chapter 11 case. The ombudsman may be reached at: Suzanne Koenig, CEO SAK Healthcare 300 Saunders Road, Suite 300 Riverwoods, IL 60015 Phone: 847-446-8400 Email: skoenig@sakhealthcare.com About CareMax Inc. CareMax Inc. is a provider of medical centers for elderly patients. CareMax and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 24-80093) on November 17, 2024. In its petition, CareMax reported estimated liabilities between $500 million and $1 billion and estimated assets between $100 million and $500 million. Judge Michelle V. Larson oversees the cases. The Debtors tapped Thomas Robert Califano, Esq., at Sidley Austin, LLP as bankruptcy counsel; Alvarez & Marsal North America, LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc. is the Debtors' claims, noticing and solicitation agent. CCA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: CCA Construction, Inc. d/b/a China Construction America, Inc. d/b/a ProServ Shared Services d/b/a Plaza Construction 445 South Street, Suite 310 Morristown, NJ 07960 Business Description: CCA was established in 1993 as a Delaware corporation, and it is a direct subsidiary of CSCEC Holding Company, Inc., also a Delaware corporation. CSCEC Holding, CCA, and CCA's subsidiaries are discrete pieces of CSCEC's broader business, which is operated by more than 100 distinct entities located throughout the world, eight of which are publicly traded. Together, the group of affiliated entities makes up the largest construction company in the world, operating in more than 100 countries and regions globally, covering investment, development, construction engineering, survey and design. Chapter 11 Petition Date: December 22, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-22548 Judge: Hon. Christine M Gravelle Debtor's General Bankruptcy Counsel: M. Natasha Labovitz, Esq. Sidney P. Levinson, Esq. Elie J. Worenklein, Esq. Rory B. Heller, Esq. DEBEVOISE & PLIMPTON LLP 66 Hudson Boulevard New York, NY 10001 Tel: (212) 909-6000 Fax: (212) 909-6836 Email: nlabovitz@debevoise.com slevinson@debevoise.com eworenklein@debevoise.com rbheller@debevoise.com Debtor's Bankruptcy Co-Counsel: Michael D. Sirota, Esq. Ryan T. Jareck, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack, NJ 07601 Tel: (201) 525-6262 (201) 489-3000 Fax: (201) 489-1536 Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com rjareck@coleschotz.com Debtor's Financial Advisor: BDO CONSULTING GROUP, LLC Debtor's Administrative Advisor: KURTZMAN CARSON CONSULTANTS, LLC dba VERITA GLOBAL Debtor's Counsel: Michael D. Sirota, Esq. COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack NJ 07601 Tel: (210) 525-6262 Email: msirota@coleshotz.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $1 billion to $10 billion The petition was signed by Yan Wei as chairman and chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TSX5EQQ/CCA_Construction_Inc__njbke-24-22548__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. BML Properties, Ltd Litigation $1,642,598,493 Susman Godfrey LLP One Manhattan West, 50th Floor New York, NY 10001 Bill Carmody Tel: (212) 336-8330 Fax: (212) 336-8340 Email: bcarmody@susmangodfrey.com 2. Marina Pointe East Developer, LLC Litigation Unliquidated Paskert Diver Thompson 100 North Tampa Street, Suite 3700 Tampa, FL 33602 Ty G. Thompson Tel: (813) 229-3500 Email: tthompson@pdtlegal.com mlewis@pdtlegal.com rgraham@pdtlegal.com 3. Swiss Re Corporate Solutions Surety Bond Unliquidated 1450 American Lane, Suite 1100 Schaumburg, IL 60173 Lanlan Chen Tel: (908) 283-1849 Email: Lanlan.chen@wtw.com 4. Euler Hermes North America Surety Bond Unliquidated Insurance Company 800 Red Brook Boulevard Owings Mills, MD Lanlan Chen Tel: (908) 283-1849 Email: Lanlan.chen@wtw.com 5. American International Companies Surety Bond Unliquidated Principal Bond Office 175 Water Street New York, NY 10038 Lanlan Chen Tel: (908) 283-1849 Email: Lanlan.chen@wtw.com 6. Crum & Forster A Fairfax Company Surety Bond Unliquidated Surety Department 305 Madison Avenue Morristown, NJ 07960 Lanlan Chen Tel: (908) 283-1849 Email: Lanlan.chen@wtw.com 7. Socotec Advisory LLC Professional $486,917 2500 Northwinds Parkway Services Suite 400 Alphraetta, GA 30009 Email: advisorybilling@socotec.us 8. USI Insurance Services Professional $305,482 180 Park Avenue, 1st Floor Services Florham Park, NJ 07932 Amy Silverman Tel: (973) 315-0471 Fax: (866) 943-4039 9. Analysis Group, Inc. Professional $190,101 111 Hunting Avenue Services 14th Floor Boston, MA 02199 Tel: (617) 425-8000 Fax: (617) 425-8001 10. FTI Consulting, Inc. Professional $137,807 16701 Melford Blvd. Services Suite 200 Bowie, MD 20715 Email: kern.nandan@fticonsulting.com 11. Pillsbury Winthrop Shaw Professional $118,349 Pittman LLP Services 31 West 52nd Street New York, NY 10019-6131 Email: geoffrey.sant@pillsburylaw.com Tel: (212) 858-1000 Fax: (212) 858-1500 12. Squire Patton Boggs Professional $40,922 1000 Key Tower Services 127 Public Square Cleveland, OH 4114 Email: michael.curto@squirepb.com Tel: (202) 457-6000 13. Counsel Press, Inc. Professional $36,000 10 East 40th Street Services New York, NY 10016 Email: bwhite@counselpress.com Fax: (718) 696-0612 14. Graphite Engineering LTD. Professional $14,438 Baycourt Law Chambers Services 15 Cumberland & Duke Street Nassau, Bahamas Email: cfrancis@baycourtlaw.com Fax: (242) 323-8036 15. LYTTC, Inc. Trade Debt $3,835 370 North Avenue Dunellen, NJ 0881 Email: judgyhugh12@gmail.com 16. Thomas Reuters Contract & Leases $2,263 PO Box 6292 Carol Stream, IL 60197 Email: vikki.murphy@thomsonreuters.com 17. Quill Corporation Trade Debt $2,093 PO Box 37600 Philadelphia, PA 19101 Email: orders@quill.com 18. CSC Trade Debt $2,009 PO Box 7410023 Chicago, IL 60674-5023 Email: natasha.evans@cscglobal.com 19. Kelly Mac Contracts & Leases $512 Interiorscapes Inc. 26 Sky Manor Road Pittstown, NJ 08867 Email: tammi@kellymacplants.com 20. Quench USA, Inc. Trade Debt $312 P.O. Box 735777 Dallas, TX 7537 Email: collections@quenchonline CHAMPION HEALTHCARE: Unsecureds to Split $18K over 3 Years ---------------------------------------------------------- Champion Healthcare, LLC, submitted a Second Amended Plan of Reorganization under Subchapter V dated December 11, 2024. This Plan of Reorganization under Chapter 11 of the Code proposes to pay the creditors of the Debtor from future income of the Debtor. Non-priority unsecured creditors holding allowed claims, if any, will receive pro rata distributions from the ongoing cash flow of the debtor. Class No. 1 consists of Tennessee Department of Revenue Claim. Tennessee Department of Revenue has an allowed unsecured priority claim in the amount of $1,578.18 for Franchise & Excise Taxes owed. The Debtor shall make monthly payments of $71.20 per month at 7.75% interest for a period of 24 months with plan payments to commence on the Effective Date. Class No. 3 consists of Cloud Fund Claim. Cloud Fund has an allowed secured claim in the amount of $11,000.00, secured by a UCC-1 on accounts receivable which are presently valued at $35,000.00 at Cloud Fund's lien priority. Accordingly, the Debtor proposes to the pay the $11,000 claim of Cloud Fund in full at a monthly payment of $343.43 at 7.75% interest for a period of 36 months with plan payments to commence on the Effective Date. Class No. 5 consists of Assn Company Claim. Assn Company has an allowed secured claim in the amount of $5,000.00, secured by a UCC-1 on accounts receivable which are presently valued at $60,000.00 at Assn Company's lien priority. Accordingly, the Debtor proposes to the pay the $5,000 claim of Assn in full at a monthly payment of $156.11 at 7.75% interest for a period of 36 months with plan payments to commence on the Effective Date. Class No. 7 consists of Highland Hill Capital Claim. Highland Hill Capital has an allowed secured claim in the amount of $20,000.00, secured by a UCC-1 on accounts receivable which are presently valued at $55,000.00 at Highland Hill's lien priority. Accordingly, the Debtor proposes to the pay the $20,000 claim of Highland Hills Capital in full at a monthly payment of $624.42 at 7.75% interest for a period of 36 months with plan payments to commence on the Effective Date. Class No. 8 consists of United First Claim. United First has an allowed secured claim in the amount of $72,081.22, secured by a UCC-1 on accounts receivable which are presently valued at $60,888.52 at United First's lien priority. Accordingly, the Debtor proposes to the pay the $72,081.22 claim of Assn up to a value of $60,888.52 at a monthly payment of $1901.01 at 7.75% interest for a period of 36 months with plan payments to commence on the Effective Date. The remaining balance of the claim in the amount $11,192.70 shall be treated as a general unsecured claim in Class No. 15 herein. Class No. 9 consists of CHTD Company Claim. CHTD Company has an allowed secured claim in the amount of $18,898.01, secured by a UCC1 on four computers, three chairs, one couch, and four televisions which are valued at $5,000.00. Accordingly, the Debtor proposes to pay the $18,898.01 claim of CHTD up to a value of $5,000.00 at a monthly payment of $156.11 per month at 7.75% interest for a period of 36 months with plan payments to commence on the Effective Date. The remaining balance of the CHTD claim in the amount of $13,898.01 shall be treated as a general unsecured claim in Class No. 15 herein. Class No. 11 consists of Siemens Healthcare Diag., Inc. Claim. Siemens Healthcare Diag., Inc., has an allowed secured claim in the amount of $39,547.05, secured by a UCC-1 on 2022 Siemens Vita Pro Preliminary Toxicology which is presently valued at $25,000.00 at Siemen's Healthcare Diag., Inc. lien priority. Accordingly, the Debtor proposes upon the Effective Date to surrender the 2022 Siemens Vita Pro Preliminary Toxicology to Siemen's Healthcare Diag., Inc. The remaining estimated deficiency balance in the amount of $14,547.05 shall be treated as a general unsecured claim in Class No. 15 herein. Class No. 12 consists of Financial Pacific Leasing Claim. Financial Pacific Leasing has an allowed secured claim in the amount of $6,000.00, secured by a UCC-1 on an X-Ray machine and DR plat and software which are valued at $18,000.00. The Debtor proposed to pay the $6,000 claim of Financial Pacific Leasing in full at a monthly payment of $187.33 per month at 7.75% interest for a period of 36 months with plan payments to commence on the Effective Date. Class No. 15 consists of All Allowed Unsecured Claims. The Debtor shall pay allowed unsecured claims a pro-rata distribution for a period of no more than 36 months from the Effective Date in three annual payments in the amount of $6,000.00 each for a total amount of $18,000.00. Said payments shall commence on the first one-year anniversary of the Effective Date, and shall be paid annually thereafter. The allowed unsecured claims total $898,669.20. The Debtor anticipates the funds to meet the plan payments shall come from the daily operations of the Debtor's business. A full-text copy of the Second Amended Plan dated December 11, 2024 is available at https://urlcurt.com/u?l=YEe9cy from PacerMonitor.com at no charge. Attorney for the Debtor: Jay R. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: jlefkovitz@lefkovitz.com About Champion Healthcare Champion Healthcare, LLC, a company in Lebanon, Tenn., specializes in office-based mental health and addiction clinic dedicated to offering comprehensive treatment services for individuals dealing with mental health disorders and substance abuse challenges. Its facility provides evidence-based therapies and interventions to support clients on their path to recovery and improved mental well-being. Champion Healthcare filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-02956) on August 5, 2024, with $189,231 in assets and $1,197,758 in liabilities. Darryl Champion, president, signed the petition. Judge Charles M. Walker presides over the case. Jay R. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, is the Debtor's legal counsel. CHARGE ENTERPRISES: Court Sustains Objection to Certain Claims -------------------------------------------------------------- Judge Thomas M. Horan of the United States Bankruptcy Court for the District of Delaware ruled on Charge Enterprises, Inc.'s objection to certain claims and motions filed by Bell Canada and the Reorganized Debtor in the bankruptcy case. Before the Court are (a) the Reorganized Debtor's Second Omnibus (Substantive) Objection Seeking to (I) Disallow and Expunge Certain Claims on No Liability Grounds and (II) Reduce and Allow Certain Claims in the Modified Amounts, (b) Bell Canada's Motion for Leave to Amend Proof of Claim, and (c) the Reorganized Debtor's Motion to Quash Bell Canada's Request to Produce Documents and For a Protective Order. In its Second Omnibus Objection, the Reorganized Debtor, Charge Enterprises, Inc., objects to 382 Communications' and Bell Canada's proofs of claim and asks the Court to disallow them. In Bell Canada's Motion for Leave to Amend, it seeks leave to amend its initial proof of claim to explain and support its alter ego theory of liability. Through its Motion to Quash, Charge seeks to quash Bell Canada's request for production of certain documents in connection with its claim. On March 7, 2024, Charge filed a petition in this Court under chapter 11 of the Bankruptcy Code. In its petition, Charge described its business as an electrical, broadband, and electrical vehicle charging infrastructure company that provides clients with end-to-end project management services. Just over one month later, on April 24, 2024, the Court confirmed Debtor's Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization. The plan went effective on May 3, 2024. Under the Plan, creditors were required to file their proofs of claim by June 3, 2024, which was thirty days after the Plan's effective date. On August 27, 2024, Charge filed the Second Omnibus Objection. The 382 Communications Proof of Claim 382 Communications included with its proof of claim various invoices that identified the account holder as "Ptgi." Additionally, 382 Communications included its Reciprocal Terminations Agreement, which listed the parties as 382 Communications and "PTGi-ICS." The signatories on the 382 Agreement were 382 Communications' CEO and PTGi's then-CEO. Lastly, 382 Communications attached to its proof of claim court documents from a case it filed against PTGi and Charge in the Superior Court of Norfolk in Massachusetts on January 25, 2024. In its complaint in that case, 382 Communications alleged that Charge was a successor-in-interest to PTGi and was thus liable for PTGi's debts to 382 Communications. The Bell Canada Proof of Claim Bell Canada included with its proof of claim a letter summarizing the amounts owed to it and three invoices. The letter identified the amounts owed, but recited that "PTGi owes to Bell [Canada]" such amounts, while also captioning the letter as a "Statement of Account Supporting Bell Canada's claims of $1,519,659.82 USD owed by Debtor 24-10349 Charge Enterprises, Inc., Parent of PTGi International Carrier Services Inc." The invoices were addressed to "PTGi International Carrier Services, Inc." as the apparent account holder and debtor. The Second Omnibus Claims Objection Charge objected to 382 Communications' and Bell Canada's claims because PTGi was the debtor, not Charge. In this Second Omnibus Objection, Charge argued that, because the debts are owed by a non-debtor affiliate of Charge, 382 Communications' and Bell Canada's claims are not prima facie valid, and Charge is not liable for those claims. The Court finds because neither 382 Communications nor Bell Canada met its initial burden of proof in its respective proof of claim, the Second Omnibus Objection regarding their proofs of claim are sustained. Furthermore, the Court denies Bell Canada's Motion for Leave to Amend its proof of claim because the motion was filed after the bar date, the proposed amendment asserts a new claim, and the equitable considerations weigh in favor of denying the motion. Because Bell Canada's proof of claim is disallowed, Charge's Motion to Quash is moot. A copy of the Court's decision is http://urlcurt.com/u?l=aik9kH Charge Enterprises, Inc. is an electrical, broadband, and electric vehicle charging infrastructure Debtor that provides clients with end-to-end project management services, from advising, designing, engineering, acquiring, and installing equipment, to monitoring, servicing, and maintenance. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10349) on March 7, 2024, with $114,368,349 in assets and $48,718,180 in liabilities. Craig Harper-Denson, authorized officer, signed the petition. Judge Thomas M. Horan oversees the case. The Debtor tapped Ian J. Bambrick, Esq., at FAEGRE DRINKER BIDDLE & REATH LLP as bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC as financial restructuring adviser; and SQUIRE PATTON BOGGS (US) LLP as special litigation counsel. CHARGE ENTERPRISES: D&Os Can Enforce Certain Plan Provisions ------------------------------------------------------------ Judge Thomas M. Horan of the United States Bankruptcy Court for the District of Delaware ruled granted the motion filed by Leah Schweller and Craig Denson to enforce certain provisions of Charge Enterprises, Inc.'s Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization against Arena Investors, LP and its affiliates. On June 26, 2024, Arena filed suit against the D&Os in the Supreme Court of New York County, New York. Arena alleged fraudulent inducement/ misrepresentation, negligent misrepresentation, and breach of fiduciary duty stemming from the D&Os' financial mismanagement, lack of corporate governance and oversight, misrepresentations of financial covenants and warranties, and abdication of their duties as directors and officers of Charge, resulting in millions of dollars of financial harm to Arena. The D&Os contend Arena did not comply with the Plan because it did not send them proper notice of its New York Suit against them. They argue the letter sent to Charge's counsel was deficient in its notice because it did not contain sufficient information and it was sent to Charge's counsel rather than the D&Os directly. Because the notice did not comply with the Plan, the D&Os ask the Bankruptcy Court to enforce the Plan by ordering the New York Suit be dismissed with prejudice. Arena counters that its March 8th e-mail was sufficient to comply with the Plan's notice requirement and that there is no further action needed. Because Arena did not comply with the requirements for notice under section 5.1(f) of the Plan, the Bankruptcy Court holds that Arena violated the Plan, and it orders Arena to stay its New York state court proceedings until it complies with the Plan by issuing proper notice. Since the Petition Date, two actions have been brought against various directors and officers. In a complaint filed on May 28, 2024, in the United States District Court for the Southern District of New York, purchasers of Charge common stock alleged that Andrew Fox, Craig Denson, and Leah Schweller -- Potential Indemnitees -- made certain misrepresentations -- that would be violations of sections 10(b) and 20(a) of the Securities Exchange Act -- concerning Charge's relationship with KORR Acquisitions Group, KORR's control over Charge's assets, the nature of KORR's investments on Charge's behalf, and the adequacy of Charge's internal disclosure control. In the New York Suit brought June 26, 2024, by Arena, secured creditors and equity holders alleged that the Potential Indemnitees -- along with Amy Hanson -- committed fraudulent inducement/ misrepresentation, negligent misrepresentation, and breach of fiduciary duties. The New York Suit is pending in New York State Supreme Court. The Potential Indemnitees timely filed claims for advancement and indemnification of their reasonable costs and expenses in defending both the Class Action and the New York Suit. Omnibus Objections to Proofs of Claim Charge objected to these claims by the Potential Indemnitees in its First and Third Omnibus Objections. In its First Omnibus Objection, Charge argues that the claims should be subordinated under Bankruptcy Code section 510(b). Alternatively, it argues that the Potential Indemnitees did not meet the requirements for advancement or indemnification, specifically the requirements of an undertaking and an estimate of reasonable expenses for advancement, and thus, the claims should be disallowed. In its Third Omnibus Objection, as to each Potential Indemnitees' claim, Charge contends that "[t]his is a contingent indemnification claim that should be disallowed under section 502(e)(1) of the Bankruptcy Code." The Potential Indemnitees argue that their claims should not be subordinated under Bankruptcy Code section 510(b) because the right to indemnification is contractual, rather than statutory. They also argue that they have met the requirements for advancement and indemnification and that, as a matter of fact, Charge has not met its requirements for denying their advancement request. They assert that Charge never made a preliminary finding of good faith on the Potential Indemnitees' part before it rejected the claim for advancement. Lastly, the Potential Indemnitees argue that the claims should not be disallowed under Bankruptcy Code section 502(e)(1) because they are not contingent claims on which they are co-liable with Charge. The Bankruptcy Court disallows the advancement claims but not the indemnification claims. It also finds that the indemnification claims should not be disallowed under Bankruptcy Code section 502(e). However, the Court subordinates the indemnification claims under Bankruptcy Code section 510(b). Consequently, because the Plan does not provide recovery or distribution for such claims, the claims are canceled, released, and extinguished, as provided for in the Plan. A copy of the Court's decision dated December 16, 2024, is available at http://urlcurt.com/u?l=YZKxZK About Charge Enterprises Charge Enterprises, Inc. is an electrical, broadband, and electric vehicle charging infrastructure Debtor that provides clients with end-to-end project management services, from advising, designing, engineering, acquiring, and installing equipment, to monitoring, servicing, and maintenance. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10349) on March 7, 2024, with $114,368,349 in assets and $48,718,180 in liabilities. Craig Harper-Denson, authorized officer, signed the petition. Judge Thomas M. Horan oversees the case. The Debtor tapped Ian J. Bambrick, Esq., at FAEGRE DRINKER BIDDLE & REATH LLP as bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC as financial restructuring adviser; and SQUIRE PATTON BOGGS (US) LLP as special litigation counsel. CHRIS PETTIT: Frost Bank Wins Bid to Dismiss Adversary Case ----------------------------------------------------------- Judge Craig A. Gargotta of the United States Bankruptcy Court for the Western District of Texas granted with prejudice Frost Bank's motion to dismiss the first amended complaint filed by Eric Terry, chapter 11 trustee for Chris Pettit & Associates, PC and Christopher John Pettit, in the case captioned as ERIC TERRY, in his capacity as CHAPTER 11 TRUSTEE for the DEBTORS, Plaintiff, v. FROST BANK, Defendant, ADV. NO. 24-05034-CAG (Bankr. W.D. Tex.). The Court held oral argument on November 6, 2024, during which the parties noted that the only remaining claim is an actual fraudulent transfer claim under state law that the Trustee is bringing forward under 11 U.S.C. Sec. 544. This adversary proceeding surrounds two types of challenged transfers: commercial loan payments made between 2015 and 2017 (including a commercial real estate loan for the Pettit Law office building) and standard bank fees paid between 2015 and 2021 (including monthly account maintenance fees). Defendant argues that the Texas Uniform Fraudulent Transfer Act is a statute of repose that time-bars Trustee's claims, and the claim cannot be saved by a discovery rule. Defendant further argued that Trustee failed to: (1) allege facts to support the badges of fraud, (2) "connect the dots" between the identified transfer and the actual fraud against a "triggering creditor," and (3) allege with particularity the transfer of assets to which the debtor has an equity interest. Although Defendant argues that Rule 9 of the Federal Rules of Civil Procedure applies, Defendant posits that pleadings fail to satisfy even Rule 8(a). In Defendant's view, Trustee failed to allege a triggering creditor, which operates as a categorical bar against Trustee bringing this claim. Trustee counters that none of its claims are time-barred by state law because the discovery rule applies. At the hearing, Trustee argued that the facts of this case were inherently undiscoverable due to the complexity of the case and that Trustee could not have discovered the fraud until Pettit plead guilty in September 2023. Trustee further argued that its cited "red flags" and Pettit's activities "across the Frost Accounts" sufficiently satisfy the general allegations required under Rule 8(a) for the following badges of fraud: (1) no receipt of reasonably equivalent value, (2) removal or concealment of assets, (3) insolvency and (4) transfers shortly before or after a substantial debt was incurred. The Court finds that only one of the four badges of fraud meet the Rule 9 pleading standard. Notably, the surviving badge of fraud is insolvency, which as explained herein, is not a sufficient basis to survive a Rule 12(b) pleading standard. Finally, in line with the Tow case, the Court notes that the defects in the First Amended Complaint are "incurable." The Court asked Trustee's counsel whether further detail could be included and if amendment was possible, to which counsel stated, "no." Trustee was also previously granted leave to amend by agreement. As such, based on the Court's analysis in this Order, Plaintiff's First Amended Complaint is dismissed with prejudice. A copy of the Court's decision is available at http://urlcurt.com/u?l=mp186C About Chris Pettit & Associates Chris Pettit & Associates, PC, a personal injury law firm in Texas, and principal Christopher John Pettit sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 22-50591) on June 1, 2022. In the petition filed by Mr. Pettit, the Debtors listed up to $50,000 in assets and up to $500,000 in liabilities. Judge Craig A. Gargotta oversees the cases. Michael G. Colvard, Esq., at Martin & Drought, PC is the Debtors' bankruptcy counsel. Eric Terry, the trustee appointed in the Chapter 11 cases, is represented by his bankruptcy counsel, Wick Phillips Gould & Martin, LLP. Rogers Towers PA, Luttrell + Carmody Law Group, Villa & White LLP, Jackson Walker LLP, Davis & Santos PLLC, Mastrogiovanni PLLC, Langley & Banack Inc., Chamberlain, Hrdlicka, White, Williams and Aughtry PC, Watts Guerra LLP, and Wick Phillips Gould & Martin LLP serve as the trustee's special counsels. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. CLEAN ENERGY: Inks $5MM Equity Line of Credit with Mast Hill ------------------------------------------------------------ On December 5, 2024, Clean Energy Technology, Inc., a Nevada corporation, entered into an equity purchase agreement with Mast Hill Fund, L.P., a Delaware limited partnership, pursuant to which the Investor agreed to provide an equity line of up to Five Million Dollars ($5,000,000) to the Company, whereby the Company has the right, but not the obligation, at any time and from time to time during the 24 months from the date of the Equity Line of Credit Agreement, to issue a notice to the Investor which shall specify the amount of registered and freely tradable shares of Common Stock of the Company, par value $0.001 per share, that the Company elects to sell to the Investor, up to an aggregate amount equal to the Maximum Commitment Amount. The purchase price per Put Share shall mean 95% of the lowest traded price of the Company's Common Stock on any trading day during the pricing period, and the pricing period for each Put will be the 3 trading days immediately after receipt of the Put Shares by the Investor. Each Put Notice shall direct the Investor to purchase Put Shares (i) in a minimum amount not less than $5,000.00 and (ii) in a maximum amount up to $250,000, provide further that the number of Put Shares in each respective Put shall not exceed 20% of the average trading volume of the Company's Common Stock during the 5 trading days immediately preceding the date of the Put Notice. There shall be a 1 trading day period between the receipt of the Put Shares and the next Put Notice, subject to acceleration upon a "Volume Event" where the trading volume of the Company's Common Stock on a trading day exceeds 300% of the total Put Shares of the immediately prior Put Notice. The Company agreed to issue 50,000 shares of Common Stock (the "Commitment Shares") to the Investor as the "commitment fee" for the Equity Line of Credit Agreement. In addition, the Company issued a purchase warrant (the "Warrant") to the Investor on December 5, 2024, pursuant to which the Investor is entitled to purchase from the Company 500,000 shares of Common Stock (the "Warrant Shares") during the period commencing on the issuance date of the Warrant and ending on 5:00 p.m. eastern standard time on the two-year anniversary thereof, at an initial exercise price of $2.00 per share, subject to customary anti-dilution adjustments and a beneficial ownership limitation of 4.99% of the Investor and its affiliates. The Company further agreed that if it issues shares of Common Stock for a consideration per share (or grants options with an exercise price or issues convertible securities with a conversion price) less than a price equal to the exercise price in effect immediately prior to such issuance, then the exercise price of the Warrant shall be reduced to an amount equal to that consideration per share (or exercise price or conversion price). Pursuant to the registration rights agreement (the "Registration Rights Agreement") entered into by the Company and the Investor on December 5, 2024 in connection with the Equity Line of Credit Agreement, the Company agreed to use reasonable best efforts to, within forty-five (45) calendar days from the date of the Registration Rights Agreement, file with the SEC an initial registration statement covering (i) all of the Put Shares issuable under the Equity Line of Credit Agreement, (ii) the Warrant Shares, and (iii) the Commitment Shares (collectively, the "Registrable Securities") so as to permit the resale of such securities by the Investor. The Company shall use reasonable best efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date of the Registration Rights Agreement. The Company shall keep the registration statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date on which the Investor shall have sold all the Registrable Securities and the Maximum Commitment Amount has been drawn down by the Company. A full-text copy of the Form 8-K containing the Equity Line of Credit Agreement, the Warrant and the Registration Rights Agreement is available at https://tinyurl.com/mrxx2492 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. COMMUNITY HEALTH: Duke University to Buy CHS Assets for $280-Mil. ----------------------------------------------------------------- Community Health Systems, Inc., disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that its wholly-owned subsidiary, CHS/Community Health Systems, Inc., entered into an Asset Purchase Agreement with Duke University Health System, Inc. Pursuant to the Purchase Agreement, Purchaser has agreed to acquire substantially all of the assets, and assume certain liabilities, from certain subsidiaries of CHS related to Lake Norman Regional Medical Center in Mooresville, North Carolina, and related businesses. The total purchase price payable by Purchaser to CHS at the closing of the Transaction is $280 million, subject to adjustment based on closing net working capital and the amount of finance leases assumed by the Purchaser. The Purchase Agreement contains various representations, warranties and covenants made by the parties. The Purchase Agreement also provides for indemnification by the parties with respect to breaches of representations, warranties and covenants by such parties, as well as with respect to certain other indemnifiable matters specified in the Purchase Agreement. The closing of the Transaction is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement, which includes the expiration or termination of the waiting period under the Hard-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Consummation of the Transaction is currently expected to occur in the first quarter of 2025. The Purchase Agreement may be terminated by either party under certain circumstances set forth in the Purchase Agreement, including if the Transaction is not consummated on or before June 1, 2025. The Purchase Agreement provides that, at closing, the parties, and/or their respective affiliates, would enter into certain ancillary agreements, including one or more transition services agreements under which CHS and/or its affiliate(s) would provide certain information technology and operational transition services to Purchaser for a period of time following the closing. A full-text copy of the Asset Purchase Agreement is available at https://tinyurl.com/3eys94xj About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. Its affiliates provide healthcare services, developing and operating healthcare delivery systems in 40 distinct markets across 15 states. For the year ended December 31, 2023, the net loss attributable to Community Health Systems, Inc. stockholders was $133 million, compared to net income of $46 million for the same period in 2022. As of June 30, 2024, the Company had $14.4 billion in total assets, $15.3 billion in total liabilities, $324 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and $1.2 billion in total stockholders' deficit. * * * In August 2024, S&P Global Ratings raised its rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). At the same time, S&P also raised its ratings on the senior unsecured notes to 'CCC-' from 'D'. The outlook is negative, reflecting the risk of further distressed exchanges in the intermediate future despite credit metrics potentially improving in 2024. Egan-Jones Ratings Company, on August 8, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Community Health Systems, Inc. EJR also withdrew the rating on commercial paper issued by the Company. COMTECH TELECOMMUNICATIONS: Unable to Timely File 10-Q for Oct 2024 ------------------------------------------------------------------- Comtech Telecommunications Corp. notified the U.S. Securities and Exchange Commission of its late filing of its Form 10-Q for the period ended October 31, 2024. Due to the Company's ongoing efforts to finalize its condensed consolidated financial statements, which include: (i) its recoverability assessments of (x) receivables and contract assets related to a certain international reseller of its troposcatter technologies, and (y) goodwill and certain long-lived assets due to the Company's ongoing evaluation of its strategic transformation plans; and (ii) the accounting for and presentation of certain debt instruments and exchanges of convertible preferred shares, the Company is unable to file its Quarterly Report on Form 10-Q for the period ended October 31, 2024, within the prescribed time period without unreasonable effort or expense. The Company currently anticipates filing the Report within the time period provided by Rule 12b-25 promulgated under the Securities Exchange Act of 1934. The Company anticipates a significant change in its first quarter of fiscal 2025 GAAP results of operations, as compared to the first quarter of fiscal 2024, primarily due to lower performance during its first quarter of fiscal 2025 in its Satellite and Space Communications segment, including non-cash charges related to the impairment of: (i) receivables and contract assets related to a certain international reseller of our troposcatter technologies; and (ii) inventory resulting from our decision to discontinue or de-emphasize certain products within its satellite ground infrastructure product line. The non-cash impairment charge related to: (i) receivables and contract assets is estimated to range between $18.0 million and $22.0 million; and (ii) inventory is estimated to range between $10.0 million and $13.0 million. As the Company's efforts to finalize its condensed consolidated financial statements are ongoing, such anticipated results are subject to change. About Comtech Telecommunications Corp. Headquartered in Chandler, Arizona, Comtech Telecommunications Corp. -- www.comtech.com -- is a global provider of next-generation 911 emergency systems and secure wireless and satellite communications technologies. This includes the critical communications infrastructure that people, businesses, and governments rely on when durable, trusted connectivity is required, no matter where they are â€“ on land, at sea, or in the air â€“ and no matter what the circumstances from armed conflict to a natural disaster. The Company's solutions are designed to fulfill its customers' needs for secure wireless communications in the most demanding environments, including those where traditional communications are unavailable or cost-prohibitive, and in mission-critical and other scenarios where performance is crucial. Jericho, New York-based Deloitte & Touche LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Oct. 30, 2024, citing that the Company has suffered recurring losses and negative cash outflows from operations, and may be unable to maintain compliance with financial covenants required by its credit agreement that raise substantial doubt about its ability to continue as a going concern. As of July 31, 2024, Comtech had $912.43 million in total assets, $426.11 million in total liabilities, $180.08 million in convertible preferred stock, and $306.25 million in total stockholders' equity. CONTAINER STORE: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: The Container Store Group, Inc. 500 Freeport Parkway Coppell TX 75019 Business Description: The Container Store Group, Inc. is retailer with a solution-oriented business and provides customers with custom spaces, organizing solutions, and in-home services. The Company conducts business in physical stores (with product offerings tailored based on store location and size) and online. Products are sourced both domestically and internationally and shipped to stores or customers from domestic distribution centers using contract carriers. Chapter 11 Petition Date: December 22, 2024 Court: United States Bankruptcy Court Southern District of Texas Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- The Container Store Group, Inc. (Lead Case) 24-90627 The Container store, Inc. 24-90626 C Studio Manufacturing Inc. 24-90628 C Studio Manufacturing LLC 24-90629 TCS Gift Card Services, LLC 24-90630 Judge: Hon. Alfredo R Perez Debtors' Legal Counsel: Timothy A. ("Tad") Davidson II, Esq. Ashley L. Harper, Esq. Philip M. Guffy, Esq. HUNTON ANDREWS KURTH LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Tel: (713) 220-4200 Email: taddavidson@HuntonAK.com ashleyharper@HuntonAK.com pguffy@HuntonAK.com Debtors' Legal Counsel: George A. Davis, Esq. Hugh Murtagh, Esq. Tianjiao (TJ) Li, Esq. Jonathan J. Weichselbaum, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Tel: (212) 906-1200 Email: george.davis@lw.com hugh.murtagh@lw.com tj.li@lw.com jon.weichselbaum@lw.com - and - Ted A. Dillman, Esq. 355 South Grand Avenue, Suite 100 Los Angeles, CA 90071 Tel: (213) 485-1234 Email: ted.dillman@lw.com Debtors' Investment Banker: HOULIHAN LOKEY CAPITAL, INC. Debtors' Claims, Noticing & Solicitation Agent: VERITA GLOBAL (Previously KURTZMAN CARSON CONSULTANTS LLC) Total Assets as of Sept. 28, 2024: $969,204,000 Total Debts as of Sept. 28, 2024: $836,372,000 The petitions were signed by Chad Coben as chief restructuring officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/M524KBA/The_Container_Store_Group_Inc__txsbke-24-90627__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Iris USA, Inc. Trade Debt $2,960,515 13423 W. Cactus Rd. Surprise, AZ 85379 Tanya Rocha PHONE: 602-707-1770 EMAIL: TANYA.ROCHA@IRISUSAINC.COM 2. Interdesign, Inc. Trade Debt $1,857,663 30725 Solon Industrial Pkwy Solon, OH 44139 Ilese Okeefe PHONE: 440-248-0178 EMAIL: ILESE.OKEEFE@INTERDESIGNUSA.COM 3. Oxo International, Ltd. Trade Debt $1,838,604 601 W 26th St Suite 1050 New York, NY 10001 Rebecca Simkins PHONE: 212-242-3333 EMAIL: RSIMKINS@OXO.COM 4. PMG Worlwide, LLC Trade Debt $987,962 2821 W. 7th Street Suite 270 Fort Worth, TX 76107 George Popstefanov PHONE: 817-288-4082 EMAIL: GEORGE@PMG.COM 5. Ningbo Vacane Import & Trade Debt $520,846 Export Co., Ltd. No 132, Chezhan West Road Huangtang Town, Ninghai Ningbo, 315600 China Amy Zheng PHONE: +8657459951663 EMAIL: SALES04@SH-TAIZHONG.CN 6. Evergreen Shipping Agency Trade Debt $394,583 (America) Corp 16000 Dallas Pkwy Dallas, TX 75248 Rodney Bledsoe PHONE: 972-246-2271 EMAIL: RODNEYBLEDSORE@EVERGREEN-SHIPPING.US 7. FedEx Trade Debt $343,855 FedEx Corp POB 660481 Dallas, TX 75266 Chaz Gagne PHONE: 405-824-8727 EMAIL: CGAGNE@FEDEX.COM 8. J&O Plastics Inc. Trade Debt $331,106 12475 Sheets Road Rittman, OH 44270 Mary Mohler PHONE: 330-927-3169 EMAIL: MMOHLER@JANDOPLASTICS.COM 9. Sapient Corporation Trade Debt $307,292 40 Water Street Boston, MA 02109 Jorge Badran EMAIL: JORGE.BADRAN@PUBLICSSAPIENT.COM 10. Ankura Intermediate Professional $296,360 Holdings, LP Services 485 Lexington Ave New York, NY 10017 Keith Jelinek PHONE: 248-894-8264 EMAIL: KEITH.JELINEK@ANKURA.COM 11. LC Designs Company Limited Trade Debt $285,453 Unit 807 8/F Kwong Loong Tai Building 1016-1018 Tai Nan West Street Kowloon, Hong Kong Kevin Pestell EMAIL: KEVINPESTELL@LC-DESIGNS.CO.UK 12. R X O Freight Forwarding Trade Debt $277,244 27839 Netowrk Place Chicago, IL 60673-1278 Kenneth Burger PHONE: 214-763-5654 EMAIL: KENNETH.BURGER@RXO.COM 13. Transcon Shipping Co., Inc. Trade Debt $271,810 525 S Douglas Street #280 El Segundo, CA 90245 Eric Bbarcomb PHONE: 310-216-2188 EXT- 112 EMAIL: ERICB@TRANSCONSHIPPING.COM 14. Pura Scents, Inc. Trade Debt $256,955 2100 Pleasant Grove Blvd. #600 Pleasant Grove, UT 84062 Addisono Harris PHONE: 435-881-8151 EMAIL: ADDISON@PURA.COM 15. Echo Global Logistics, Inc. Trade Debt $221,313 22168 Network Place Chicago, IL 60673 Greg Dugan EMAIL: GDUGAN@ECHO.COM 16. Wurth Baer Supply Company Trade Debt $199,973 909 Forest Edge Dr Vernon Hills, IL 60061 Candy Debartolo PHONE: 800-911-2237 EXT 4360 EMAIL: CANDY.DEBARTOLO@WURTHBSC.COM 17. Steel Technology, LLC Trade Debt $193,004 DBA Hydro Flask 561 NW York Dr. Bend, OR 97703 Melissa De Souza Mosela PHONE: 800-236-1478 EMAIL: MMOSELA@HELENOFTROY.COM 18. Test-Rite Intl Co., Ltd. Trade Debt $186,967 6F, NO.23 Hsin Hu 3rd Road Nei Hu District Tapei, 114 Taiwan Carol Yu PHONE: 886287915888 EMAIL: AM-LA-HOME@TESTRITEGROUP.COM 19. DJS International Services, Inc. Trade Debt $184,285 P.O. Box 612785 DFW Airport, TX 75261 Linda Stweart EMAIL: LINDA.STEWART@DJSINTL.COM 20. Swift Transportation Trade Debt $176,588 Services, LLC P.O. Box 643985 Pittsburgh, PA 15264-3985 Virginia Henkels EMAIL: GINNIE_HENKELS@SWIFTTRANS.COM 21. York (Asia) Limited Trade Debt $163,863 5/F Guanghua Group Building Terra 8th Road, Futian Shenzhen, 518040 China Ivy Peng PHONE: +8618566662290 EMAIL: IVY.PENG@YORKASIA.COM 22. Poppin Furniture LLC Trade Debt $154,834 727 Greentree Rd Los Angeles, CA 90272 Allie Diep PHONE: 949-295-3410 EMAIL: ADIEP@POPPIN.COM 23. Intermetro Industries Trade Debt $153,461 Corporation 651 North Washington St Wilkes-Barre, PA 1870 Rob Napkori PHONE: 570-706-4236 EMAIL: ROB.NAPKORI@METRO.COM 24. XPO Logistics, LLC Trade Debt $148,812 XPO Logistics - Brokerage 27724 Netowrk PLA Kenneth Burger PHONE: 214-763-5654 EMAIL: KENNETH.BURGER@RXO.COM 25. FC Brands LLC Trade Debt $147,007 131 W. 35th Street Suite 801 New York, NY 1000 Matt David PHONE: 212-432-0001 EMAIL: OPS@FULLCIRCLEHOME.COM 26. Schwarz Paper Company, LLC Trade Debt $143,362 8338 Austin Ave Morton Grove, IL 60053 Michael Gary PHONE: 847-583-7189 EMAIL: MICHAEL.GARY@SCHWARZ.COM 27. Hulken Inc. Trade Debt $142,128 110 N. Brockway St. Palatine, IL 60067 Anya Hamilton PHONE: 916-571-7083 EMAIL: BILLING@HULKENBAG.COM 28. Impact Tech, Inc. Trade Debt $133,740 223 E. De La Guerra Santa Barbara, CA 93101 Andrew Carvalho EMAIL: ANDREW.CARVALHO@IMPACT.COM 29. Whitmor, Inc. Trade Debt $128,071 P.O. Box 1000/Dept. 109 Memphis, TN 38148 Jerri Perrault PHONE: 888-944-8667 EMAIL: AR@WHITMOR.COM 30. Rashon Hayes Settlement Unliquidated Counsel Representation Lawyers For Justice, PC 410 Arden Ave, Suite 203 Glendale, CA 91203 Edwin Aiwazian, Counsel Representation PHONE: 818-265-1020 DARK RHIINO: Gets Final OK to Use Cash Collateral ------------------------------------------------- Dark Rhiino Security, Inc. received final approval from the U.S. Bankruptcy Court for the Southern District of Ohio, Eastern Division, to use its secured creditors' cash collateral. The final order approved the use of cash collateral to pay the company's expenses in accordance with its budget, which shows total expenses of $100,507 for December, $100,507 for January 2025, and $100,855 for February 2025. The budget includes carveouts for the Subchapter V trustee ($1,500 per month) and Dark Rhiino's counsel ($2,500 per month). These carve-outs will be paid by the company on a monthly basis but will remain property of the bankruptcy estate until fees are authorized and approved by the court. Secured creditors CT Corporation System, Anna Day and the U.S. Small Business Administration were granted replacement liens to the same extent and priority as their pre-bankruptcy liens. Dark Rhiino's authority to use cash collateral will terminate upon occurrence of (i) payment of expenses not listed in the budget or exceeding the budget by 20%; (ii) failure to pay administrative expenses or fees due under 28 U.S.C. Section 1930; (iii) failure to comply with the terms of the final order; (iv) dismissal or conversion of the company's Chapter 11 case; and (v) appointment of an examiner with enlarged powers. About Dark Rhiino Security Dark Rhiino Security, Inc. filed Chapter 11 petition (Bankr. S.D. Ohio Case No. 24-54658) on November 15, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Robert T. Smith, Dark Rhiino's chief technology officer, signed the petition. Judge John E. Hoffman, Jr. oversees the case. John W. Kennedy, Esq., at Strip Hoppers Leithart McGrath & Terlecky Co., LPA, represents the Debtor as legal counsel. DEALER SALES: Court Approves Use of Cash Collateral Thru Jan. 14 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, granted Dealer Sales Solutions LLC authorization to use cash collateral on an interim basis through January 14, 2025. The Debtor is authorized to use cash collateral to pay current and necessary expenses set forth in the budget attached as Exhibit A, plus an amount not to exceed 10% for each line item. The budget outlines the Debtor's projected expenses for the 3 months, as follow: -- $71,310 for Dec. 2024 -- $71,962 for Jan. 2025. -- $72,150 for Feb. 2025. The Senior Creditor (U.S. Small Business Administration) and Inferior Interests (Fasanara Securitisation S.A. and SellersFunding Corp.) are granted a replacement lien against cash collateral with the same validity, priority, extent, and value as their respective pre-petition liens. A continued preliminary hearing on the Debtor's use of cash collateral is scheduled for January 14, 2025, at 9:45 a.m. About Dealer Sales Solutions LLC Dealer Sales Solutions LLC is primarily engaged in the sale of motor vehicle supplies, accessories, tools, and equipment; and new motor vehicle parts. Dealer Sales Solutions LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-06734) on December 11, 2024. In the petition filed by Daniel A. Rowland, as CEO, the Debtor reports total assets of $457,160 and total liabilities of $2,890,604. The Debtor is represented by: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Email: jeff@bransonlaw.com DERMTECH INC: Unsecureds Will Get 39% to 55% of Claims in Plan -------------------------------------------------------------- DermTech, Inc. and DermTech Operations, Inc., submitted a Further Revised Disclosure Statement and Further Revised Plan dated December 13, 2024. The Plan is the result of significant good-faith, arm's-length negotiation among the Debtors and the Official Committee of Unsecured Creditors appointed in these Chapter 11 Cases, and the Committee supports the Plan as-proposed. The Plan provides for the creation of a Liquidating Trust and the appointment of a Liquidating Trustee to implement the Plan. The Liquidating Trustee shall be empowered to, among other things, administer and liquidate all Assets, object to and settle Claims and investigate and prosecute Retained Causes of Action in accordance with the Plan. The Plan includes certain customary release, exculpation and injunction provisions, as set forth in Article XI of the Plan. Reflecting negotiations among the Debtors and the Committee, the Plan provides that certain potential claims and causes of action that would otherwise be released under the Plan are specifically preserved and shall vest in the Liquidating Trust (the "Excluded Released Party Claims") subject to the terms of the Plan. The Excluded Released Party Claims are defined as follows: "(1) any and all Claims and Causes of Action to recover Retention Bonuses from current or former employees or officers of the Debtors; (2) any and all Avoidance Actions; (3) any and all Claims and Causes of Action against current or former directors, officers and insiders of the Debtors arising out of, connected to, or related to the facts and circumstances set forth in the Derivative Lawsuit or the Securities Lawsuit; (4) any and all Claims and Causes of Action against current or former directors and officers for breach of fiduciary duty; (5) any and all Claims and Causes of Action against consultants, auditors, or accountants for negligence, gross negligence or aiding and abetting breach of fiduciary duty; and (6) any Claims or Causes of Action set forth on the Schedule of Additional Retained Causes of Action." The Plan also provides for Distributions to Holders of Allowed Claims, including Administrative Claims, Professional Fee Claims, Priority Tax Claims, Secured Claims, Priority Non-Tax Claims and General Unsecured Claims. Lastly, the Plan cancels all Interests in the Debtors, and provides for the dissolution and wind-up of the Debtors' affairs. The following is an overview of certain material terms of the Plan: * All Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Secured Claims, and Allowed Priority Non-Tax Claims will be paid or otherwise satisfied in full as required by the Bankruptcy Code and provided for in the Plan, unless otherwise agreed to by the Holders of such Claims and the Liquidating Trustee. * Holders of Allowed General Unsecured Claims will receive their Pro Rata share of the General Unsecured Claim Distribution, unless less favorable treatment is otherwise agreed to by the Holders of such Claims and the Liquidating Trustee. * Holders of Subordinated Claims shall not be entitled to any Distribution or recovery on account of such Claims. * All Intercompany Claims shall be eliminated and extinguished on the Effective Date of the Plan, as set forth therein, and the Debtors' estates will be substantively consolidated for purposes of the Plan only. * As of the Effective Date, all Interests of any kind will be cancelled, and the Holders of Interests shall not be entitled to any Distribution or recovery on account of such Interests. Class 3 consists of Allowed General Unsecured Claims. Holders of Allowed General Unsecured Claims shall receive a beneficial interest in the Liquidating Trust entitling such Holders to (i) their Pro Rata share of the General Unsecured Claim Distribution, or (ii) such other less favorable treatment as to which any such Holder and the Liquidating Trustee shall have agreed upon in writing. Class 3 is Impaired. The allowed unsecured claims total $8,882,000 to $12,350,000. This Class will receive a distribution of 39% to 55% of their allowed claims. The Plan will be implemented by, among other things, the appointment of the Liquidating Trustee and the making of Distributions from the Liquidating Trust Assets, including all Cash and the proceeds, if any, from the Retained Causes of Action, by the Liquidating Trust in accordance with the Plan and the Liquidating Trust Agreement. Except as otherwise provided in the Plan, on and after the Effective Date, all Assets of the Estates, including all claims, rights, Retained Causes of Action and any property acquired by the Debtors under or in connection with the Plan, shall vest in the Liquidating Trust, free and clear of all Liens, Claims, and Interests subject to the substantive consolidation provided for herein. The Plan provides for the liquidation of the Debtors' remaining assets and distributions of proceeds to Holders of Allowed Claims, all as contemplated under the Plan, and for the wind-up the Debtors' affairs. The Plan also provides for the establishment of the Liquidating Trust and appointment of the Liquidating Trustee to among other things, administer and liquidate the Debtors' remaining assets, including Retained Causes of Action. "Opt-Out Form: The form distributed to Holders of Claims in Class 1 and Class 2 for purposes of such Holders' exercise of an election to opt out of the releases set forth in section 11.2(b) hereof." The hearing to consider confirmation of the Plan has been scheduled for January 23, 2025 at 1:00 P.M. Objections to confirmation of the Plan must be filed on or before January 16, 2025 at 4:00 P.M. A full-text copy of the Further Revised Disclosure Statement dated December 13, 2024 is available at https://urlcurt.com/u?l=XTN2Y6 from Stretto, Inc., claims agent. Counsel to the Debtors: WILSON SONSINI GOODRICH & ROSATI, P.C. Erin R. Fay, Esq. Shane M. Reil, Esq. Catherine C. Lyons, Esq. Heather P. Smillie, Esq. 222 Delaware Avenue, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 304-7600 E-mails: efay@wsgr.com sreil@wsgr.com clyons@wsgr.com hsmillie@wsgr.com About Dermtech Inc. San Diego, Calif.-based DermTech, Inc., is a molecular diagnostic company developing and marketing novel non-invasive genomics tests to aid in the diagnosis and management of melanoma. DermTech, Inc. and DermTech Operations filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11378) on June 18, 2024. At the time of the filing, both Debtors reported $50 million to $100 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Wilson Sonsini Goodrich & Rosati, P.C. as bankruptcy counsel; AlixPartners, LLC as financial advisor; and TD Cowen as investment banker. Stretto, Inc. serves as the Debtors' claims and noticing agent and administrative advisor. The official committee to represent unsecured creditors retained Hogan Lovells US LLP as counsel, Potter Anderson & Corroon LLP as Delaware counsel, and Berkeley Research Group, LLC, as financial advisor. DIGITAL ALLY: Inks 1st Amendment to Securities Purchase Deal ------------------------------------------------------------ As previously reported, on November 6, 2024, Digital Ally, Inc., entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company issued and sold to such Purchasers, in a private placement transaction, (i) senior secured promissory notes in aggregate principal amount of $3,600,000, and (ii) 808,377 shares of the Company's common stock, par value $0.001 per share, for aggregate gross proceeds of approximately $3.0 million, before deducting placement agent fees and other offering expenses payable by the Company. The Private Placement closed on November 7, 2024. Also as previously reported on the SPA 8-K, pursuant to the Securities Purchase Agreement, the Company agreed to file within 30 days of the Closing Date a registration statement with the U.S. Securities and Exchange Commission for a public offering and use its reasonable best efforts to pursue and consummate a financing transaction within ninety days of the Closing Date. The Company also agreed to file within 30 days of the Closing Date a registration statement on Form S-1 (or other appropriate form if the Company is not then S-1 eligible) providing for the resale by the Purchasers of the Shares issued under the Securities Purchase Agreement. On December 11, 2024, the Company entered into that certain First Amendment to Securities Purchase Agreement with the Purchasers. Pursuant to the Amendment, (i) the Public Offering Filing Deadline was amended to require the Company to file the Public Offering Registration Statement not less than 20 Trading Days after, and not more than 30 Trading Days after, the later of (a) the annual meeting of stockholders and (b) the effectiveness of the registration statement, (ii) the Offering Consummation Deadline was amended to require the Company to use its reasonable best efforts to consummate a financing transaction within sixty (60) days of filing the Public Offering Registration Statement, and (iii) the Resale Filing Deadline was amended to require the Company to use reasonable best efforts to file the Resale Registration Statement on or before December 18, 2024 (but in no event later than December 20, 2024), and to use commercially reasonable efforts to cause such Resale Registration Statement to become effective within forty-five (45) calendar days following the filing thereof and to keep such Resale Registration Statement effective at all times until no Purchaser owns any Shares. Failures to meet any of the deadlines set forth in the foregoing sentence shall be considered Public Information Failures for which Public Information Failure Payments shall be due pursuant to Section 4.3(b) of the Amendment. Pursuant to the Amendment, a participation right was added to the Securities Purchase Agreement, such that until one (1) year following the Closing Date, the Purchasers shall have the right to receive an irrevocable written notice of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement, which Offer Notice shall, among other things, offer to issue and sell to or exchange with such Purchaser in accordance with the terms of the Offer such Purchaser's pro rata portion of 35% of the Offered Securities, subject to certain conditions. About Digital Ally Headquartered in Lenexa, KS, Digital Ally (NASDAQ: DGLY) through its subsidiaries, is engaged in video solution technology, human & animal health protection products, healthcare revenue cycle management, ticket brokering and marketing, event production and jet chartering. Digital Ally continues to add organizations that demonstrate the common traits of positive earnings, growth potential, innovation and organizational synergies. For additional news and information please visit www.digitalally.com New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. DIOCESE OF ROCHESTER: Updates Abuse Claims Pay; Amends Plan ----------------------------------------------------------- The Diocese of Rochester and the Official Committee of Unsecured submitted a Sixth Amended Joint Chapter 11 Plan of Reorganization dated December 12, 2024. This Plan provides for the financial restructuring of the Diocese and the settlement of all, or substantially all, Claims against the Diocese, including, without limitation, the settlement of all Abuse Claims against the Diocese and the Participating Parties. Class 4 Claims include all asserted and unasserted Abuse Claims. * On the Effective Date and subject to the Plan provisions, the Trust shall assume liability for all Abuse Claims, including Adult Abuse Claims and Unknown Abuse Claims, in accordance with and under the Plan and Trust Documents. Distributions shall be made to holders of Abuse Claims on a fair and equitable basis, pursuant to and in accordance with the terms of this Plan and the Trust Documents. The Trust will initially distribute at least $105 million to Filed Abuse Claimants and will reserve at least $17.5 million to fund operational expenses and costs of litigation with CNA and sufficient funds to establish the Unknown Abuse Claim Fund. * Class 4 Claimants shall have their Claims treated in accordance with the Allocation Protocol which shall provide as follows: -- The Abuse Claims Reviewer shall review of each of the Abuse Claims (as and when such Claims may be filed) and, according to the guidelines, make determinations upon which individual monetary distributions will be made subject to the Plan and the Trust Documents. The Abuse Claims Reviewer's review as to each Abuse Claimant shall be the final review, subject only to reconsideration as set forth in the Allocation Protocol. -- The Abuse Claims Reviewer shall consider all of the facts and evidence presented by the Abuse Claimant in the Abuse Claimant's filed proof of claim (as the same may have been amended from time to time). * Except with respect to Litigation Claims brought by authorized Litigation Claimants in accordance with the terms of this Plan and Non-Participating PP Abuse Claims (which are preserved under the Plan), the right of any Class 4 Claimant to a trial by jury or otherwise against the Diocese and/or any Protected Parties is waived and released upon the occurrence of the Effective Date, and any Class 4 Claim they may hold will be solely determined by the Abuse Claims Reviewer in accordance with the Allocation Protocol. * No Class 4 Claimant shall receive a Distribution from the Trust until such Class 4 Claimant has executed and delivered to the Trust a Consenting Abuse Claim Release Agreement attached to the Plan Supplement or Non-Participating Abuse Claim Release Agreement. Each Class 4 Claimant must release all Claims against the Protected Parties. The Trust must provide copies of all executed Abuse Claim Release Agreements (a) to the Protected Parties, and (b) upon request, to any Joint Tortfeasor that has executed a non-disclosure or confidentiality agreement. For the avoidance of doubt, nothing herein shall require a Consenting Abuse Claimant to release any Person that is not a Protected Party or any Non-Participating Abuse Claimant to release any Person other than the Diocese. * Subject to and conditioned upon entry of the Confirmation Order as contemplated in Section 11.1.1 of the Plan, Consenting Abuse Claimants in Class 4 shall automatically and without further action be deemed to irrevocably appoint the Committee as their attorney in fact and to grant to the Committee the authority to negotiate and agree to modifications of the treatment accorded to Class 4 claims, and the Plan generally on their behalf, between the Confirmation Date and the Effective Date, to the extent such modifications are necessary to satisfy or obtain the waiver of any of the conditions precedent to the Plan's Effective Date set forth in Sections 11.1.2 through 11.1.14, subject to the Committee's fiduciary duties to act on behalf of all creditors. Like in the prior iteration of the Plan, the Reorganized Diocese shall pay each holder of an Allowed General Unsecured Claim, Cash in two installments each equal to 50% of the Allowed amount of such General Unsecured Claim with the first payment to occur on, or as soon as reasonably practicable after the later of (a) the Effective Date, and (b) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, and the second payment to occur on, or as soon as reasonably practicable after the date that is six months after the date of the first payment. All Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Secured Claims, General Unsecured Claims, and Pass-Through Claims will be paid by the Diocese or the Reorganized Diocese. All Distributions to be made under the Plan on account of Abuse Claims will be paid solely from the Trust to be established for the purpose of receiving, liquidating, and distributing Trust Assets in accordance with this Plan, the Allocation Protocol and the Trust Agreement. On or before the Effective Date, the Diocese shall cause the Diocese Cash Contribution to be paid to the Trust to establish the Trust Reserve, with any balance to be included in the Abuse Claims Settlement Fund. The Abuse Claims Settlement Fund may be supplemented from time to time from: (i) any payment by a Settling Insurer pursuant to an Insurance Settlement Agreement; (ii) any Insurance Claim Proceeds; (iii) proceeds of Litigation Awards; (iv) proceeds of Outbound Contribution Claims; and (v) any other proceeds which the Trust may obtain pursuant to the terms of the Plan. On or before the Effective Date, the Participating Parties shall cause the Participating Parties' Cash Contribution to be paid to the Trust for inclusion in the Abuse Claims Settlement Fund. A full-text copy of the Sixth Amended Joint Plan dated December 12, 2024 is available at https://urlcurt.com/u?l=zRWfY7 from Stretto, the claims agent. Counsel to The Diocese of Rochester: Stephen A. Donato, Esq. Charles J. Sullivan, Esq. Grayson T. Walter, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Telephone: (315) 218-8000 Facsimile: (315) 218-8100 E-mail: donatos@bsk.com sullivc@bsk.com walterg@bsk.com James R. Murray, Esq. James Carter, Esq. BLANK ROME LLP 1825 Eye Street NW Washington, DC 20006 Telephone: (202) 420-3409 E-mail: jim.murray@blankrome.com james.carter@blankrome.com Counsel to the Official Committee of Unsecured Creditors James I. Stang, Esq. Ilan D. Scharf, Esq. Iain A. W. Nasatir, Esq. Brittany M. Michael, Esq. PACHULSKI STANG ZIEHL & JONES, LLP 780 Third Avenue, 34th Floor New York, NY 10017-2024 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 E-mail: jstang@pszjlaw.com ischarf@pszjlaw.com inasatir@pszjlaw.com bmichael@pszjlaw.com Timothy W. Burns, Esq. Jesse J. Bair, Esq. BURNS BAIR LLP 10 E. Doty St., Suite 600 Madison, WI 53703 Telephone: 608-286-2808 E-mail: tburns@burnsbair.com jbair@burnsbair.com About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP, and Berkeley Research Group, LLC, serve as the committee's legal counsel and financial advisor, respectively. DJK ENTERPRISES: Gets OK to Use Cash Collateral Until Feb. 28 ------------------------------------------------------------- DJK Enterprises, LLC received fifth interim approval to use the cash collateral of Effingham Asset Funding, LLC to pay its operating expenses. The interim order penned by Judge Laura Grandy of the U.S Bankruptcy Court for the Southern District of Illinois approved the use of the lender's cash collateral from Jan. 1 to Feb. 28, 2025 in accordance with DJK's projected budget. The company can exceed individual budget items by up to 10%. The budget outlines the company's projected expenses of $498,605 for January and $516,559 for February. Effingham holds a lien on DJK's real property in Effingham, Ill., on account of its secured loan under an agreement originally made with St. Louis Bank, which was later assigned to the lender. DJK owes its lender approximately $10.8 million. In exchange for the use of its cash collateral, Effingham will receive first-priority replacement liens on DJK's assets, a monthly payment of $50,000, and administrative priority claims in case of any diminution in the value of its collateral. The next hearing will be held on Feb. 27. About DJK Enterprises DJK Enterprises, LLC operates in the traveler accommodation industry. It conducts business under the names Thelma Keller Convention Center, Holiday Inn Effingham and TK Grille Restaurant. The company is based in Effingham, Ill. DJK sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ill. Case No. 24-60126) on August 9, 2024, with $10 million to $50 million in both assets and liabilities. Chris Keller, DJK president and member, signed the petition. Judge Laura K. Grandy oversees the case. The Debtor is represented by Larry E Parres, Esq., at Lewis Rice, LLC. DOOR COUNTY: Files Chapter 11 Bankruptcy Protection in Wisconsin ---------------------------------------------------------------- On December 19, 2024, Door County Environmental Energy LLC filed Chapter 11 protection in the Eastern District of Wisconsin. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Door County Environmental Energy LLC Door County Environmental Energy LLC is a limited liability company. Door County Environmental Energy LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-26772) on December 19, 2024. In the petition filed by Chris A. Lenzendorf, as authorized signatory of Door County Environmental Energy LLC, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. The Debtor is represented by: Claire Ann Richman, Esq. RICHMAN & RICHMAN LLC 122 W. Washington Avenue Suite 850 Madison, WI 53703-2732 Tel: 608-630-8990 E-mail: crichman@randr.law DOVGAL EXPRESS: Hits Chapter 11 Bankruptcy Protection in Illinois ----------------------------------------------------------------- On December 20, 2024, Dovgal Express Inc. filed Chapter 11 protection in the Northern District of Illinois. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 50 and 99 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 24, 2025 at 01:30 PM at Appear by Teams. About Dovgal Express Inc. Dovgal Express Inc. is a transportation services provider specializing in dry van truckload, less-than-truckload, and refrigerated shipments. Dovgal Express Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-18991) on December 20, 2024. In the petition filed by Oleksandr Dovgal, as president, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Timothy A. Barnes handles the case. The Debtor is represented by: O. Allan Fridman, Esq. LAW OFFICE OF ALLAN FRIDMAN 555 Skokie Blvd 500 Northbrook, IL 60062 Tel: 847-412-0788 Fax: 847-412-0898 E-mail: allan@fridlg.com DVC3 LLC: Case Summary & Nine Unsecured Creditors ------------------------------------------------- Debtor: DVC3, LLC c/o Dean Vetter 8812 Alton Avenue Jacksonville, FL 32211 Chapter 11 Petition Date: December 23, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-03897 Judge: Hon. Jacob A Brown Debtor's Counsel: Bryan K. Mickler, Esq. LAW OFFICES OF MICKLER & MICKLER, LLP 5452 Arlington Expy. Jacksonville FL 32211 Email: bkmickler@planlaw.com Total Assets: $414,171 Total Liabilities: $1,548,302 The petition was signed by Rebecca L. Vetter as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BQ3ZGQI/DVC3_LLC__flmbke-24-03897__0001.0.pdf?mcid=tGE4TAMA EBURY STREET: Court Dismisses Chapter 11 Cases Without Prejudice ---------------------------------------------------------------- Judge Bess M. Parrish Creswell of the United States Bankruptcy Court for the Middle District of Alabama granted the bankruptcy administrator's motion to dismiss the Chapter 11 cases of Ebury Street Capital, LLC, et al. These cases are dismissed without prejudice. The Bankruptcy Administrator filed a Motion to Dismiss for cause pursuant to 11 U.S.C. Sec. 1112(b). Velocity Commercial Capital, the United States Department of Justice, EYZC Investment Holdings, LLC, and Emigrant Business Credit Corporation joined in the Motion. The Court held an evidentiary hearing on November 21, 2024. The Bankruptcy Administrators and all creditors in appearance argued that "cause" existed for dismissal and that dismissal, rather than conversion or appointment of a Chapter 11 Trustee, was in the best interest of the creditors and the estate. The Court's analysis need not go further because, at a minimum, "cause" exists in these cases. It is undisputed that Debtors did not timely provide information requested by the Bankruptcy Administrator, comply with orders of the Court, pay required quarterly fees, maintain insurance, or timely comply with reporting requirements. John A. Hanratty is the managing member of Ebury Street Capital, LLC and the related entities that are debtors before this Court. Hanratty testified as the managing member and last remaining employee of Debtors, but Hanratty is not a debtor. Hanratty is a party to criminal litigation in the Southern District of New York, as well as civil litigation in Texas, New York, and Puerto Rico. All of this litigation involves transactions related to certain Debtors. In the criminal litigation, Hanratty is subject to a Post-Indictment Restraining Order issued by the District Court for the Southern District of New York on March 25, 2024. The PIRO has undoubtedly hindered Debtors since the petition date. Debtors contend that efforts to work with the DOJ to access additional funds to assist with these cases would have been unproductive. Yet this Court and the DOJ did permit Debtors access to funds to pay employees early in the cases. While the Court understands the PIRO restricted Debtors in many ways, the Court is not convinced Debtors diligently worked with the DOJ to release additional funds that could have been used by Debtors to move these cases forward. While the Court recognizes the limitations faced by Debtors because of the PIRO, it cannot ignore the litany of deficiencies in these cases that have no definitive date of resolution. Moreover, based on the frustrations voiced by the Bankruptcy Administrator and creditors regarding Debtors' lack of transparency and lacking disclosures, the Court finds it is unlikely that, without relief from the PIRO, a Chapter 7 Trustee would have greater access to information or assets needed to maximize the estates' value if these cases were converted. As an alternative to dismissal, Debtors moved to appoint a Chief Restructuring Officer on the eve of the evidentiary hearing. Given the delays, delinquencies, the lack of employees, and lack of access to accounts, the Court is not persuaded that a Chief Restructuring Officer would be effective or affordable. It says the Debtors did not explain how such a professional would be compensated. Based on the timing and the lack of details as to the employment of a Chief Restructuring Officer, the Bankruptcy Court does not view this proposal as a genuine path forward. Debtor's eleventh-hour request to appoint a Chief Restructuring Officer is not enough to overcome the numerous factors that support dismissal. Judge Parrish Creswell says while Debtors faced difficulties, there is not enough here to overcome the grounds supporting dismissal. Debtors did not establish a reasonable likelihood that a plan will be confirmed within a reasonable period of time. A plan has not been filed to date, and Debtors acknowledge that liquidation is their only path forward. Nor did Debtors establish that their deficiencies and omissions in Schedules, reports, and fees will be cured within a reasonable period of time. While Counsel for Debtors concluded he didn't believe dismissal was in the best interests of creditors, the Court cannot ignore that all creditors in appearance at the evidentiary hearing supported dismissal over conversion. The Court finds that the Bankruptcy Administrator met her burden, and dismissal is in the best interests of the estate and creditors. A copy of the Court's decision is available at http://urlcurt.com/u?l=Tev3Kt About Ebury Street Capital Ebury Street Capital, LLC filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 24-10499) on May 13, 2024, with as much as $50,000 in both assets and liabilities. Judge Bess M. Parrish Creswell oversees the case. Richard Scott Williams, Esq., is the Debtor's legal counsel. EL DORADO SENIOR: No Resident Care Concern, 3rd PCO Report Says --------------------------------------------------------------- Blanca Castro, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of California her third report regarding the quality of patient care provided at El Dorado Senior Care, LLC's assisted care living facility. The Local Long-Term Care Ombudsman Program (LTCOP) ombudsman conducted comprehensive site visits to all facilities on October 28, 30, and 31, and November 24, 2024. During these visits, they conducted interviews with all residents and staff present. The Ombudsman discovered that staffing levels at the facilities are currently stable, encompassing administrative and direct caregiver staff. There are no immediate concerns regarding the staff's ability to provide and sustain adequate services for current and prospective residents. The Ombudsman observed that the facilities maintain a stock of both perishable and non-perishable food items. Residents have not expressed concerns regarding the quality or quantity of the food. Ms. Castro noted that resident rooms, bathrooms, kitchens, common areas, and outdoor spaces were observed during the visits. The facilities appeared clean, sanitized, and in good condition, with no discernible unpleasant odors. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=sHR3tF from PacerMonitor.com. The ombudsman may be reached at: Blanca E. Castro State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman California Department of Aging 2880 Gateway Oaks Drive, Suite 200 Sacramento, CA 95833 Telephone: (916) 928-2500 Email: blanca.castro@aging.ca.gov About El Dorado Senior Care El Dorado Senior Care, LLC, a company in El Dorado Hills, Calif., owns and operates community care facilities for the elderly. El Dorado filed voluntary petition for Chapter 11 protection (Bankr. E.D. Calif. Case No. 24-22208) on May 21, 2024, with $3,420,371 in assets and $3,127,562 in liabilities. Benjamin L. Foulk, owner and manager, signed the petition. Judge Fredrick E. Clement oversees the case. D. Edward Hays, Esq., at Marshack Hays Wood, LLP, serves as the Debtor's legal counsel. Blanca Castro has been appointed as patient care ombudsman in the Debtor's Chapter 11 case. ELT TRANSPORTATION: Unsecureds Will Get 5% of Claims in Plan ------------------------------------------------------------ ELT Transportation, LLC filed with the U.S. Bankruptcy Court for the Eastern District of California a Disclosure Statement describing Chapter 11 Plan dated December 14, 2024. Since 2018, the Debtor has been in the business of local trucking, the provision of freight shipping and delivery within the Sacramento, California area [within an approximate 150-mile radius]. The Debtor was experiencing insufficient cash flow by 2023 to keep current on payments on its debt obligations. In response to this, Debtor first attempted to restructure its obligations outside of bankruptcy, which was not successful. The most severe and substantial aggravating factor that led to the inability to restructure, and thus a further event leading to Debtor's chapter 11 filing, was when in October 2023 Debtor's "factoring" company (at that time Saint John Capital Corporation) abruptly and without prior notice froze Debtor's funds, refusing to disburse any of the same to Debtor. Class 2 consists of General Unsecured Claims. His Class shall receive a quarterly payment $ 562.65 from April 2025 to March 2030. This Class will receive a distribution of 5% of their allowed claims. This Class is impaired. The allowed unsecured claims total $225,062.50. Class 3 Equity interest holders. Class 3 claims shall be unaffected by this Plan. The Debtor shall retain all of its property and operate its business, and the funds for execution of the Plan shall be provided by such operations. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post-confirmation taxes, of $125,823.80. The final Plan payment is expected to be paid on March 5, 2030. A full-text copy of the Disclosure Statement dated December 14, 2024 is available at https://urlcurt.com/u?l=QI5tRM from PacerMonitor.com at no charge. Counsel to the Debtor: Judson H. Henry, Esq. 1017 L Street #722 Sacramento, CA 95814 Telephone: (916) 670-9564 Facsimile: (916) 200-2440 E-mail: jhhenry2000@yahoo.com About ELT Transportation ELT Transportation, LLC, has been in the business of local trucking, the provision of freight shipping and delivery within the Sacramento, California. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 24-21202) on March 27, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICE OF JUDSON H. HENRY. ENDO INT'L: First Omnibus Objection to Certain Claims Sustained --------------------------------------------------------------- The Honorable James L. Garrity, Jr. of the United States Bankruptcy Court for the Southern District of New York sustained the first omnibus objection of Patrick J. Bartels, the Plan Administrator of the remaining debtors of Endo International plc and its Debtor affiliates, to certain Amended and Superseded Claims, Late Filed Claims, and Equity Interests in the Chapter 11 cases. The matter before the Court is the Plan Administrator's First Omnibus Objection to Claims. In it, the Plan Administrator is seeking the entry of an order pursuant to sections 105(a), 502, and 558 of title 11 of the United States Code, and Rule 3007 of the Federal Rules of Bankruptcy Procedure, disallowing and expunging certain (i) Amended and Superseded Claims; (ii) Late Filed Claims; and (iii) Equity Interests. The Plan Administrator submitted the declaration of Erin McKeighan in support of the Objection. Amended and Superseded Claims The Plan Administrator has refuted the prima facie validity of the Amended and Superseded Claims. No Claimant has attempted to establish the validity of any such claim. The Court finds that the Claimants holding Amended and Superseded Claims will not be prejudiced by having their claims disallowed and expunged because their Remaining Claims will remain on the Claims Register after the corresponding Amended and Superseded Claims are disallowed. Accordingly, the Court sustains the objection to the Amended and Superseded Claims and disallows and expunges the Amended and Superseded Claims, subject to the Plan Administrator's further objections on any other ground to the Remaining Claims. Late Filed Claims The Court finds the undisputed evidence demonstrates that each of the Late Filed Claims was filed after the Bar Dates, as applicable, and therefore does not comply with the Bar Date Order or the Confirmation Order, respectively. It also demonstrates that the holders of each such claim were provided with timely notice of the Bar Dates. Moreover, it is undisputed that the Plan Administrator and his advisors have examined each of the Late Filed Claims and determined that such claims are not specific amendments to a timely filed claim. The Plan Administrator has refuted the prima facie validity of the Late Filed Claims. No Claimant has attempted to establish the validity of any such claim. The Court finds that the failure to disallow the Late Filed Claims will result in the applicable Claimant receiving an unwarranted recovery to the detriment of the Debtors and other creditors in these Chapter 11 Cases. Accordingly, the Court sustains the objection to the Late Filed Claims by the Plan Administrator and disallows and expunges them in their entirety. Equity Interests The Plan Administrator has refuted the prima facie validity of the Equity Interests. As a matter of law, the Equity Interests do not constitute liabilities of the Debtors or their estates. The Court disallows and expunges the Equity Interests and reclassifies them as equity interests. A copy of the Court's decision is http://urlcurt.com/u?l=fRhtWS 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: Second Omnibus Objection to Certain Claims Sustained ---------------------------------------------------------------- The Honorable James L. Garrity, Jr. of the United States Bankruptcy Court for the Southern District of New York sustained the second omnibus objection of Patrick J. Bartels, the Plan Administrator of the remaining debtors of Endo International plc and its Debtor affiliates, to certain Substantive Duplicate Claims, Cross Debtor Duplicate Claims and No Liability Claims filed in the Chapter 11 cases. The matter before the Court is the Plan Administrator's Second Omnibus Objection to Claims. In it, the Plan Administrator is seeking the entry of an order pursuant to sections 105(a), 502, and 558 of title 11 of the United States Code, and Rule 3007 of the Federal Rules of Bankruptcy Procedure, disallowing and expunging certain (i) Substantive Duplicate Claims; (ii) Cross Debtor Duplicate Claims; and (iii) No Liability Claims. The Plan Administrator submitted the declaration of Erin McKeighan in support of the Objection. The Plan Administrator has refuted the prima facie validity of the Substantive Duplicate Claims and the Cross Debtor Duplicate Claims. No Claimant has attempted to establish the validity of any such claim. The Court finds that the Claimants holding the Substantive Duplicate Claims and Cross Debtor Duplicate Claims will not be prejudiced by having those claims disallowed and expunged because their Remaining Claims will remain on the Claims Register after the corresponding Substantive Duplicate Claims and Cross Debtor Duplicate Claim are disallowed. Accordingly, the Court sustains the objection to the Substantive Duplicate Claims and Cross Debtor Duplicate Claims and disallows and expunges those claims, subject to the Plan Administrator's further objections on any other ground to the Remaining Claims. It finds that the failure to disallow the No Liability Claims will result in the applicable Claimant receiving an unwarranted recovery to the detriment of the Debtors and other creditors in these Chapter 11 Cases. Accordingly, the Plan Administrator's objection to the No Liability Claims is sustained. The Court disallows and expunges those claims in their entirety. A copy of the Court's decision is http://urlcurt.com/u?l=lfzWq6 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: Third Omnibus Objection to Certain Claims Sustained --------------------------------------------------------------- The Honorable James L. Garrity, Jr. of the United States Bankruptcy Court for the Southern District of New York sustained the third omnibus objection of Patrick J. Bartels, the Plan Administrator of the remaining debtors of Endo International plc and its Debtor affiliates, to certain Satisfied Claims, Modified Priority Claims, Modified Amount Claims, and Modified Amount and Priority Claims filed in the Chapter 11 cases. The matter before the Court is the Plan Administrator's Third Omnibus Objection to Claims. In it, the Plan Administrator is seeking the entry of an order pursuant to sections 105(a), 502, and 558 of title 11 of the United States Code, and Rule 3007 of the Federal Rules of Bankruptcy Procedure, disallowing and expunging, reducing and allowing, or reclassifying (i) Satisfied Claims; (ii) Modified Priority Claims; (iii) Modified Amount Claims; and (iv) Modified Amount and Priority Claims. The Plan Administrator submitted the declaration of Erin McKeighan in support of the Objection. Satisfied Claims The Plan Administrator has refuted the prima facie validity of the Satisfied Claims. No Claimant has attempted to establish the validity of any such claim. The Court finds that if the Satisfied Claims are not disallowed and expunged, the Claimants may obtain additional payments on account of claims that have been satisfied in full. That is plainly prejudicial to the Debtors and their creditors holding allowed claims. This Court has routinely sustained objections to satisfied claims. The Court disallows and expunges that Satisfied Claims. Modified Priority Claims The Court finds the undisputed facts show that the Modified Priority Claims asserted under section 507(a)(4), are not on account of wages earned within 180 days of the applicable Petition Date. They are ineligible for section 507(a)(4) priority status. The undisputed facts show that the Modified Priority Claims asserted under section 503(b)(9) are not for goods supplied to the Debtors. Rather, they are on account of services rendered to the Debtors, or other non-goods. They are ineligible for section 503(b)(9) priority status, according to the Court. The Plan Administrator has refuted the prima facie validity of the priority status of the Modified Priority Claims. Claimants seeking priority status have the burden of proving entitlement to administrative priority. Given the presumption in bankruptcy cases that the debtor's assets will be equitably distributed among creditors, the statute granting priority status is narrowly construed because priority claims reduce the total funds available for claimants. The Court routinely sustains objections to claims' priority status. The Court sustains the objection to the Modified Priority Claims and modifies the Modified Priority Claims subject to the Plan Administrator's further objections on any other ground to the Modified Claims Modified Amount Claims Modified Priority and Amount Claims The Plan Administrator has refuted the prima facie validity and/or priority status of the of the Modified Amount Claims and the Modified Priority and Amount Claims. No Claimant has attempted to establish the validity and/or priority status of any such claim. The Court finds that the Claimants holding the Modified Amount Claims and the Modified Priority and Amount Claims will not be prejudiced by having the Modified Amount Claims and Modified Priority and Amount Claims modified. Accordingly, it sustains the objection to the Modified Amount Claims and the Modified Priority and Amount Claims. The Court modifies the Modified Amount Claims and the Modified Priority and Amount Claims subject to the Plan Administrator's further objections on any other ground to the Modified Claims. A copy of the Court's decision is http://urlcurt.com/u?l=UcGIIn 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. ETIENNE ESTATES: Unsecureds Will Get 100% of Claims in Plan ----------------------------------------------------------- Etienne Estates At Washington LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement in connection with the Chapter 11 Plan of Reorganization. Despite a judgment of foreclosure obtained by JJAM Capital LLC by summary judgement without hearing, the Debtor remains committed to retaining ownership of the Debtor's residential property located at 301 Washington Avenue, Brooklyn, NY (the "Property"). Prior to bankruptcy, on May 20, 2024, JJAM obtained a judgment of foreclosure in the total sum of $2,448,898.26 as of December 1, 2023, which is subject to a pending appeal, and a motion for a stay pending appeal. The total amount of the judgment as fixed by the state court consists of a principal balance of $1,993,632.14 plus accrued interest of $455,266.12 as of December 1, 2023. Additional interest has accrued at contract rate from December 1, 2023 through May 20, 2024 and thereafter at the statutory rate of 9% from May 21, 2024 through the July 31, 2024 Petition Date, for a grant total of $2,595,845.81 (the "JJAM Pre Petition Claim"). While the Debtor's preference is to effectuate a cure and reinstatement with a refinancing as a back-up, as expressly directed by the Court at previous hearings, the Plan contains a clearly delineated toggle feature in the event that the Payment Options are not completed and closed on or before April 2, 2025 (the "Payment Option Deadline"). Importantly, upon the expiration of failing the Payment Option Deadline, the Plan shall toggle to an auction sale (the "Sale") to be held on April 3, 2025, with recognition of the credit bid auction rights of JJAM if any. In the interim, the Debtor and its principal, having already obtained a term sheet for a $1 million loan are continuing efforts to obtain additional financing. The Debtor, as directed by this Court, shall seek to retain a Court-approved broker to pursue refinancing and sale prospects. The Plan also provides for the payment of administrative expenses, real estate taxes and payment of all other allowed claims. In the event of a refinance or toggle to a sale, the Debtor intends to pay the full amount of the claim filed by JJAM, together with post-petition interest at the statutory rate of 9%. However, since the Debtor also intends to continue to press its appeal from the judgment of foreclosure, the Plan contains a full reservation of rights for the Debtor and Ms. Francis to clawback all monies later found to have been overpaid or not due following the final disposition of the appeals and any post-confirmation rights. Class 3 consists of General Unsecured Claims of NonInsider Creditors. All Class 3 Claims, anticipated to be approximately $65,000, shall be paid in full on the Effective Date from Available Funds regardless of whether funds are generated by the various Payment Options or a Sale. This Class will receive a distribution of 100% of their allowed claims. Class 4 consists of the allowed claims of all general unsecured creditors who are insiders of the Debtor. In the event of either Payment Option, Class 4 Claims shall be paid in full upon such other terms as mutually agreed in writing between the Debtor and the claimant. In the event of a Sale, the allowed Class 4 Claims shall be paid from Available Funds on the Effective Date. Class 5 consists of the equity membership interest in the Debtor held by Etienne Estates LLC, which is owned and controlled by Johanna Francis. The Class 5 Equity Interest shall not be modified or changed, such that the Class 5 interest holder shall continue to retain its membership interests in the Reorganized Debtor following Confirmation of the Plan. In the event of a Sale, the anticipated residual proceeds shall be remitted to the Class 5 interest holder after payment of all unclassed claims and the claims of Class 1, 2, 3 and 4 creditors have been paid in full. The Plan shall be implemented in one of three ways, depending on which scenario ultimately employed as between the Payment Options of refinancing or a cure and reinstatement, or the toggle to a Sale. In the event of a refinancing, Available Funds shall be generated from the proceeds of the refinancing in an amount sufficient to pay all unclassed claims and the claims of Class 1, 2, 3 and 4 creditors in full. Likewise, in the unlikely event of a forced Court directed Sale, Available Funds shall be generated from the net proceeds of the sale. It is anticipated that such proceeds will be in an amount sufficient to pay all unclassed claims and the claims of Class 1, 2, 3 and 4 creditors in full, with the residual proceeds to be paid to the Class 5 Equity Interest Holder. If the Debtor elects to proceeds by means of a cure and reinstatement, Available Funds shall be generated by means of a New Value Contribution from Johanna Francis to the Disbursing Agent on the Effective Date. The New Value Contribution shall be in an amount sufficient to make all of the payments required under this Plan, including the cure necessary to reinstate the mortgage. Upon payment of the cure amount, the judgment shall be deemed vacated and the mortgage reinstated as permitted by Section 1124(2) of the Bankruptcy Code. A full-text copy of the Disclosure Statement dated December 13, 2024 is available at https://urlcurt.com/u?l=1YNqhR from PacerMonitor.com at no charge. Attorneys for the Debtor: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 125 Park Avenue, 12th Floor New York, NY 10017 Telephone: (212) 221-5700 About Etienne Estates at Washington Etienne Estates at Washington LLC holds title to real property located at 301 Washington Avenue, Brooklyn, New York valued at $6.3 million. Etienne Estates at Washington LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code IBankr. E.D.N.Y. Case No. 24-43203) on July 31, 2024. In the petition filed by Johanna M.L. Francis, manager, the Debtor disclosed total assets of $6,800,084 and total liabilities of $2,655,845. Honorable Bankruptcy Judge Nancy Hershey Lord handles the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the Debtor's counsel. EXACTECH INC: Feb. 7, 2025 Sets Claims Bar Date ----------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set Feb. 7, 2025, at 4:00 p.m. (Prevailing Eastern Time) as the last date and time for creditors of Exactech Inc. and its debtor-affiliates to file proofs of claim against the Debtors. The Court also set April 28, 2025, at 4:00 p.m. (Prevailing Eastern Time) as the deadline for all governmental units to file their claims against the Debtors. All proofs of Claim must be filed either: i) electronically through the website established by Kroll for the Debtors’ cases, using the interface available on such website located at https://restructuring.ra.kroll.com/Exactech under the link entitled "Submit a Claim" ("Electronic Filing System"), ii) by mailing the original Proof of Claim Form with first class mail to Kroll's claims processing center for the Debtors at Exactech, Inc. Claims Processing Center, c/o Kroll Restructuring Administration LLC, Grand Central Station, PO Box 4850, New York, New York 10163-4850, or iii) by mailing the original Proof of Claim Form either by U.S. Postal Service mail or overnight delivery to Kroll’s claims processing center for the Debtors at Exactech, Inc. Claims Processing Center, c/o Kroll Restructuring Administration LLC, 850 3rd Avenue, Suite 412, Brooklyn, New York 11232. 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. EXTREME RESIDENTIAL: Gets Interim OK to Use Cash Collateral ----------------------------------------------------------- Extreme Residential S.E. Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to use cash collateral. The company requires the use of cash collateral for payment of operational and administrative expenses. Advance Servicing Inc.; Alpha Equity Fund; Cromwell Capital LLC; E-Advance Services, LLC; Fox Funding Croup LLC'; Prosperum Capital Partners LLC dba Arsenal Funding; QFS Capital, LLC; Quid Holdings; and United States Small Business Administration mat assert an interest in the company's cash collateral. As adequate protection, the lenders will be granted a replacement lien on all property of the kind and in the same priority as their respective liens. These events constitute an event of default: (i) the conversion or dismissal of the case; (ii) the appointment of a trustee or an examiner with expanded powers in the case; and (iii) the company's failure to comply with the interim order and the final order. The final hearing is set for Jan. 7, 2025. About Extreme Residential S.E. Inc. Extreme Residential S.E. Inc., formerly known as Blue Horizon USA Inc., provides premium quality and efficient energy management and indoor air conditioning, providing not only a service but also 360 support. Extreme Residential S.E. Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-62902) on December 5, 2024. In the petition filed by William R. Hires, as CEO, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge James R. Sacca handles the case. The Debtor is represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. FALCON GROUP: Moody's Lowers CFR & Long Term Issuer Ratings to B2 ----------------------------------------------------------------- Moody's Ratings downgraded Falcon Group Holdings (Cayman) Limited's (Falcon) corporate family rating and long-term issuer ratings to B2 from Ba2 with a stable outlook. Previously, the ratings were on review for downgrade. The rating action concludes the review initiated on June 21, 2024. Falcon provides inventory and supply chain management solutions to multinational corporate clients across different regions. The company largely acts as an intermediary, providing inventory solutions to both suppliers and buyers. RATINGS RATIONALE The downgrade of Falcon's CFR and long-term issuer ratings to B2 is driven by Moody's re-assessment of the company's exposure to operating environment risks following a shift in its business focus, as well as its weakened financial performance during this transition. At the same time, the CFR of B2 acknowledges Falcon's strong capitalisation and liquidity, as well as good risk management and the absence of financial leverage. Falcon has shifted its business strategy towards serving supply chain management needs of large multinational clients in developed markets, with stronger governance standards. Previously, the company served mostly small and midsized corporates in developing markets, where it had a long and established operating track record. While credit positive in terms of gaining access to listed or investment-grade multinational clients in developed markets with stronger governance standards, the business shift results in Falcon providing niche offerings, in partnerships with banks, in the wider segment of the highly fragmented and competitive trade finance market. Moody's have reflected Moody's view on Falcon's current business position in a highly competitive trade finance industry by lowering the operating environment score to B1 from Ba1 previously. With its revised business focus, Falcon has developed reliance on very few large corporate relationships, which increases risks to the long-term viability of its franchise. This concentration risk is only partially mitigated by Falcon's integration into the supply chain of its clients and their suppliers, which creates switching costs for these companies. In this highly competitive industry, Falcon faces challenges with onboarding new customers. As a consequence, Falcon's new strategy is unfolding more slowly than expected, presenting challenges to its franchise from structural concentrations in its client base, which have been further exacerbated by the company's weakened earnings and cash flows due to the slower than expected ramp-up in volumes. Given Falcon's recent track record, Moody's now believe that securing or replacing a large corporate relationship will likely take longer than Moody's previously anticipated, largely due to operational complexities involved in onboarding and scaling up volumes of a new client. Falcon's credit profile is supported by its strong capital base, a high degree of operating leverage and no outstanding debt. These characteristics mitigate the impact of a potential loss of a large client on the company's credit profile. OUTLOOK The stable outlook reflects Moody's expectation that Falcon's profitability and cash flows will slowly strengthen as it builds volumes through existing relationships and by progressively adding new clients. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Falcon meaningfully diversifies its client concentrations in the next 12 months, while generating higher-than-anticipated and sustainable levels of profitability and cash flows. Ratings could be downgraded if Falcon fails to meaningfully diversify its client base, if it loses one of its key client relationships or funding partners, or if it fails to build critical mass of client volumes and/or improve its margins to restore its profitability and cash flows. If continued, financial losses will erode Falcon's capital base and reduce its liquidity position, the two factors that Moody's consider as the company's key credit strengths underpinning its current rating. Moody's could also downgrade Falcon's ratings if it incurs financial leverage. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies published in July 2024. FARADAY FUTURE: Incurs $77.69 Million Net Loss in Third Quarter --------------------------------------------------------------- Faraday Future Intelligent Electric Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $77.69 million on $9,000 of revenue for the three months ended Sept. 30, 2024, compared to a net loss of $78.05 million on $551,000 of revenue for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company recorded a net loss of $234.59 million on $304,000 of revenue compared to a net loss of $347.95 million on $551,000 of revenue for the same period during the prior year. As of Sept. 30, 2024, the Company had $449.09 million in total assets, $292.33 million in total liabilities, and $156.76 million in total stockholders' equity. Faraday Future, "Based on its recurring losses from operations since inception and continued cash outflows from operating activities... the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Unaudited Condensed Consolidated Financial Statements were issued. "The Company has and will continue to devote substantial effort and, to the extent available, capital resources, to strategic planning, engineering, design, and development of its electric vehicle platform, development of vehicle models, finalizing the build out of the FF ieFactory California manufacturing facility, and capital raising. The Company incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $4,193.1 million, an unrestricted cash balance of $7.3 million and a negative working capital position of $168.3 million, excluding restricted cash, as of September 30, 2024. During 2023, the Company delivered its first vehicles but expects to continue generating significant operating losses for the foreseeable future. The Company has funded its operations and capital needs primarily through the issuance of related party notes payable and notes payable...convertible notes, and the sale of common stock." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1805521/000162828024046478/ffie-20240930.htm About Faraday Future Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) -- http://www.ff.com-- designs and engineers next-generation intelligent, connected, electric vehicles. FF manufactures vehicles at its production facility in Hanford, California, with additional future production capacity needs addressed through a contract manufacturing partner in South Korea. FF is also exploring other potential contract manufacturing options in addition to the contract manufacturer in South Korea. The Company has additional engineering, sales, and operational capabilities in China and is exploring opportunities for potential manufacturing capabilities in China through a joint venture or other arrangement. New York, NY-based Mazars USA LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 28, 2024, citing that the Company has incurred operating losses since inception, has continued cash outflows from operating activities, and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. FLANNERY LLC: Unsecured Creditors to Get 0% in Plan --------------------------------------------------- Flannery, LLC submitted an Amended Combined Small Business Plan of Reorganization and Disclosure dated December 11, 2024. This Plan proposes to pay creditors of the Debtor from cash flow from operations of its restaurant. This Plan is being proposed as a 60-month Plan. The estimated total amount of filed claims in the unsecured class is $106,184.07 Debtor estimates that there will be a dividend pool of approximately 0.00% for distribution to allowed unsecured creditor claims over the sixty-month term of this Plan. Therefore, Debtor will pay a dividend of approximately $0.00 percent (0.00%) percent to allowed general unsecured creditors. The current budget allows for a projected disposable income of $6,471.27 over the 60 months of the Plan. Of that amount, $1,847.00 is required for specified class/creditor payments (Secured and Priority Claims) during the 60 months of the Plan. allowed general, non-priority unsecured claims of the Debtor, and would provide a 0.00% payout to the unsecured creditors with allowed claims. Class 1(a) consists of the allowed secured claim filed by Ally Bank in the amount of $33,558.13. This claim consists of Proof of Claim #1-1 Ally Bank's a secured interest in a 2020 Cadillac XT4, owned by the Debtor. This claim shall bear interest at the rate of 9.75% per annum from and after the date of the Order of Confirmation. Debtor shall make monthly installment payments of principal and interest to Ally Bank in the amount of $709.00 per month on the 18th of the month following the month in which the plan is confirmed. Class 1(b) consists of the allowed secured claim filed by Dept of Finance Admin., in the amount of $47,800.36 This claim consists of Proof of Claim #5-1. This claim shall bear interest at the rate of 10.00% per annum from and after the date of the Order of Confirmation. Debtor shall make monthly installment payments of principal and interest to DFA in the amount of $800.00 per month commencing upon confirmation of the Plan. Class 1(c) consists of the allowed priority claim filed by Fundation Group, LLC in the amount of $19,319.12. Debtor will pay the value of the collateral, $9200.00, and the value shall be paid in full over 60 months at no interest (0.0%) with monthly payments of $153.00 per month. Payments shall begin on the 15th day of the second month following the effective date of the Plan, or a final non-appealable order is entered allowing the claim, whichever comes last. Class 2 consists of the allowed priority claim filed by the Dept. of Finance and Admin. (DFA) in the amount of $10,976.31 This claim shall be paid in full over 60 months at no interest (0.0%) with monthly payments of $185.00 per month. Payments shall begin on the 15th day of the second month following the effective date of the Plan, or a final nonappealable order is entered allowing the claim, whichever comes last. Class 3 consists solely of Debtor's general unsecured, nonpriority claims in the approximate amount of $0.00 and will include any amounts of secured claims that exceed the value of the collateral securing the claim. Debtor estimates that total net disposable income available under the Plan will generate a dividend pool available for unsecured creditors over the 60 months of the Plan in the amount of $0.00 per month (or 0.00%). Upon Confirmation, Debtor shall be charged with administration of the case. Debtor will continue to operate the current business of the Debtor, and the payments called for in this Plan will be made from cash flow from such business income and/or any other future income. Debtor may maintain bank accounts under the confirmed Plan in the ordinary course of business. Debtor may also pay ordinary and necessary expenses of the administration of the Plan in due course. A full-text copy of the Amended Combined Plan and Disclosure Statement dated December 11, 2024 is available at https://urlcurt.com/u?l=m1Q3eQ from PacerMonitor.com at no charge. Counsel to the Debtor: Vanessa Cash Adams, Esq. AR Law Partners, PLLC Plaza West Building 415 N. McKinley Street, Suite 830 Little Rock, AR 72205 Telephone: (501) 710-6500 Facsimile: (501) 710-6336 Email: bk@arlawpartners.com Email: vanessa@arlawpartners.com About Flannery LLC Flannery, LLC operates Kohanna Asian Restaurant in Conway, Arkansas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-10014) on January 3, 2024, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Richard D. Taylor oversees the case. Carl W. Hopkins, Esq., represents the Debtor as legal counsel. FUTURE FINTECH: Sells FTFT Shares to DDMM Capital for $1.9-Mil. --------------------------------------------------------------- On December 6, 2024, Future FinTech Group Inc. and FTFT SuperComputing Inc. a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement with DDMM Capital LLC, the Company disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission. Pursuant to the terms of the Agreement, the Company agreed to sell all of the issued and outstanding shares of FTFT SuperComputing to the Buyer for a purchase price that equals to: (i) $1,000,000 and (ii) the assumption of the obligations of FTFT SuperComputing totaling $973,072.24. The Closing Purchase Price shall be paid on the closing date in immediately available funds by wire transfer to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc., arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York and all matters pertaining to such litigation. The closing of the transactions contemplated by the Agreement took place on December 9, 2024. A full-text copy of the Agreement is available at https://tinyurl.com/4x5r2r7u About Future FinTech Group New York, N.Y.-based Future FinTech Group Inc. is a holding company incorporated under the laws of the State of Florida. The Company historically engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices) and fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company transformed its business from fruit juice manufacturing and distribution to financial technology-related service businesses. The main business of the Company includes supply chain financing services and trading in China, asset management business in Hong Kong, and cross-border money transfer service in the UK. Orange, Calif.-based Fortune CPA, Inc., the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2024, Future FinTech Group had $53.40 million in total assets, $17.65 million in total liabilities, and $35.75 million in total stockholders' equity. FUTURE FINTECH: Shareholders Elect 5 Directors at Annual Meeting ---------------------------------------------------------------- Future FinTech Group Inc. disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that on December 5, 2024, the Company held its 2024 Annual Meeting of Shareholders. A quorum was present at the Annual Meeting, and shareholders: (i) elected Hu Li, Mingyong Hu, Fuyou Li, Mingjie Zhao and Ying Li to the Company's Board of Directors, each to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified; (ii) ratified the appointment of Fortune CPA, Inc., as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approved and adopted the Future FinTech Group Inc. 2024 Omnibus Equity Plan; and (iv) approved the compensation of the named executive officers in a non-binding, advisory vote. About Future FinTech Group New York, N.Y.-based Future FinTech Group Inc. is a holding company incorporated under the laws of the State of Florida. The Company historically engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices) and fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company transformed its business from fruit juice manufacturing and distribution to financial technology-related service businesses. The main business of the Company includes supply chain financing services and trading in China, asset management business in Hong Kong, and cross-border money transfer service in the UK. Orange, Calif.-based Fortune CPA, Inc., the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2024, Future FinTech Group had $53.40 million in total assets, $17.65 million in total liabilities, and $35.75 million in total stockholders' equity. G & T 5206: Unsecured Creditors Will Get 10% of Claims in Plan -------------------------------------------------------------- G & T 5206 Investments, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Plan of Reorganization for Small Business under Subchapter V dated December 12, 2024. The Debtor is a Pennsylvania corporation in the business of transporting freight across the United States. The Debtor has a virtual location in Montgomery County, Pennsylvania, used for meetings and as a mailing address. The Debtor rents a lot in Philadelphia to store the freight trucks when the trucks are not on the road. The Debtor's assets include cash and three trucks (one of which is in repair). The Debtor also owns a duplex property located in Philadelphia which has almost no equity due to an existing mortgage on the property (the "Real Property"). The Real Property generates monthly rental income from the two units. The Debtor was forced to file this chapter 11 due to two main factors: (1) the threat of a mortgage foreclosure on the Real Property and (2) the threat of a repossession of the trucks by the truck finance company. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow operations. North Mill Equipment Financing and U.S. Bank Trust Company are the secured creditors. The City of Philadelphia Water Department has a priority claim that will be paid in full. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 10%. This Plan also provides for the full payment of administrative and priority claims. This Plan also provides for the full payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. All unsecured claims to be paid monthly at .010 cents on the dollar. This Class is impaired. Class 4 consists of Equity Security Holders of the Debtor. Gregory Jones to retain his interest in the Reorganized Debtor. The Debtor will fund the Plan from the income from its regular business operations. A full-text copy of the Plan of Reorganization dated December 12, 2024 is available at https://urlcurt.com/u?l=rm5kEp from PacerMonitor.com at no charge. About G & T 5206 Investments G & T 5206 Investments, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. E.D. Pa. Case No. 24-13262) on Sept. 13, 2024, listing up to $1 million in both assets and liabilities. Judge Patricia M. Mayer oversees the case. The Debtor tapped Center City Law Offices, LLC as counsel and J. Gleason Associates, LLC as accountant. GARCIA GRAIN: Court Says Plascencia, et al Must Face Sanctions -------------------------------------------------------------- Chief Judge Eduardo V. Rodriguez of the United States Bankruptcy Court for the Southern District of Texas ruled that the defendants in the case captioned as GARCIA GRAIN TRADING CORP., Plaintiff, VS. RODOLFO PLASCENCIA, SR. and WNGU PROPERTIES, LLC, Defendants, ADVERSARY NO. 23-7002 (Bankr. S.D. Tex.) acted in bad faith and should be sanctioned pursuant to Sec. 105(a). Defendants assert that Bankruptcy Rule 9011 is the sole possible basis for fee shifting, and that the Court cannot award fees under Bankruptcy Rule 9011 as there is no "prevailing party," which is required for a court to award fees under Bankruptcy Rule 9011. In the alternative, Defendants assert that there is no evidence of bad faith by Defendants that would allow the court to issue sanctions under its inherent powers. The Court has not ordered fee shifting under Bankruptcy Rule 9011 and Plaintiff has not filed for a motion under Bankruptcy Rule 9011. Thus, it finds that Bankruptcy Rule 9011 is inapplicable to this matter and determines whether to order fee shifting pursuant to its inherent powers under 11 U.S.C. Sec. 105(a). On February 9, 2024, Plaintiff filed an "Amended Complaint to Avoid Fraudulent and Preferential Transfers," amending the original complaint that initiated the adversary proceeding. In response, Defendants filed a Motion for Sanctions, arguing that Plaintiff's complaint violated Bankruptcy Rule 9011(b)(2) by asserting claims that were not warranted by existing law or a nonfrivolous argument for modifying existing law. Defendants argued that there was no evidence of bad faith and that the claims in the Complaint were meritless. The Plaintiff's Complaint seeks to avoid fraudulent and preferential transfers, including two property transfers and a $200,000 cash payment made as part of a July 26, 2022 settlement agreement. Defendants contended that the claim referencing a "resulting trust" was legally and factually unsupported because the trust was allegedly extinguished by mutual releases in a pre-petition settlement agreement. Given the serious nature of the Motion for Sanctions and the complex legal issues involved, the Court found that Defendants should have known Plaintiff’s counsel would need significant resources to defend against the motion. The Court finds that by filing a motion that asserts serious allegations against Plaintiff and its counsel, and then withdrawing the motion minutes before Plaintiff had an opportunity to address the allegations in open court, causing Plaintiff to unnecessarily expend resources in mounting a defense, Defendants have deliberately abused the judicial process. A copy of the Court's decision is available at http://urlcurt.com/u?l=TGgXBE About Garcia Grain Trading Corp. Garcia Grain Trading Corp.'s line of business includes buying and marketing grain, dry beans, soybeans, and inedible beans. The company is based in Donna, Texas. Garcia Grain Trading sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-70028) on Feb. 17, 2023, with $10 million to $50 million in both assets and liabilities. Octavio Garcia, chief executive officer and president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. David R. Langston, Esq., at Mullin Hoard & Brown, LLP represents the Debtor as legal counsel. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Jordan & Ortiz, P.C. serves as the committee's legal counsel. GBG USA: Court Narrows Claims in Hurwitz Fraudulent Transfer Suit ----------------------------------------------------------------- In the case captioned as PETER HURWITZ, AS LITIGATION TRUSTEE OF THE GBG USA LITIGATION TRUST, Plaintiff, v. FUNG HOLDINGS (1937) LIMITED, FUNG DISTRIBUTION INTERNATIONAL LIMITED, STEP DRAGON ENTERPRISE LIMITED, GOLDEN STEP LIMITED, WILLIAM FUNG KOWK LUN, KING LUN HOLDINGS LIMITED, FIRST ISLAND DEVELOPMENTS LIMITED, VICTOR FUNG KWOK KING, SPENCER THEODOR FUNG, BRUCE PHILIP ROCKOWITZ, HURRICANE MILLENNIUM HOLDINGS LIMITED, and HSBC TRUSTEE (C.I.) LIMITED, SOLELY IN ITS CAPACITY AS TRUSTEE OF THE "VICTOR TRUST," Defendants, Adv. Pro. No. 23-01022 (MEW) (Bankr. S.D.N.Y.), the Honorable Michael E. Wiles of the United States Bankruptcy Court for the Southern District of New York ruled that all claims against Spencer Fung and Hurricane Millennium will be dismissed for lack of personal jurisdiction, but with leave to replead. The motion to dismiss is otherwise denied in all respects. Plaintiff Peter Hurwitz is the Litigation Trustee of the GBG USA Litigation Trust, which was established by the confirmed plan of reorganization of GBG USA, Inc. and certain of GBG's affiliates who were debtors in these chapter 11 cases. The Defendants are entities who allegedly controlled GBG and/or who allegedly received (either directly or as subsequent transferees) funds that GBG transferred in March 2019. The challenged transfers are: (1) transfers of $196 million that GBG made to an indirect parent company, Global Brands Group Holding Ltd., on March 28, and 29, 2019, which GBGH allegedly used in a dividend that GBGH paid to its owners; and (2) a payment of $100 million that GBG paid on March 26, 2019 directly to Fung Holdings (1937) Limited, an entity that allegedly held indirect control of GBGH, in repayment of a debt that GBGH owed to Fung Holdings. The Trustee contends that the transfers were fraudulent on a variety of theories, and seeks recovery from the defendants as subsequent transferees (in the case of the $196 million transfers to GBGH) or as an initial transferee (in the case of the $100 million transfer to Fung Holdings). Defendants contend that the Court lacks personal jurisdiction over them. They also argue that the Trustee cannot properly seek recovery of the GBG transfers because: (a) the $196 million that GBG transferred to GBGH allegedly was "returned" when GBGH paid down a loan under which GBG was the borrower and GBGH was the guarantor, and (b) the loan repayment to Fung Holdings merely "returned" money that Fung Holdings had previously loaned to GBGH and that GBGH had then transferred to GBG. Defendants further contend that the Amended Complaint fails to allege an intent to hinder, delay or defraud creditors; that the $196 million transfers that GBG made to GBGH were protected by section 546(e) of the Bankruptcy Code; and that certain of the Defendants were not initial or subsequent transferees. The original Complaint asserted that certain individuals who were officers and directors of GBG (Richard Nixon Darling, Mark Joseph Caldwell, Ronald Ventricelli, Robert K. Smits, Stephen Harry Long and Brandon Carrey) had breached fiduciary duties that they owed to GBG. Those claims were settled and have been omitted from the Amended Complaint, though those defendants' names remain in the caption. The Trustee has also agreed to dismiss claims against HSBC Trustee (C.I.) Limited as trustee of the Victor Trust, and that dismissal was accomplished through a stipulation filed on August 16, 2024. The Trustee otherwise has opposed the motion to dismiss. Fung Holdings, incorporated in Hong Kong, was the largest shareholder of GBGH, owning shares both directly and indirectly through its subsidiary, Fung Distribution International. Victor Fung chaired Fung Holdings, which was controlled by William Fung, Victor Fung, and their families. Fung Holdings was part of the "Controlling Shareholders" group in March 2019, which allegedly dictated the terms of GBG's dividend transfer. The Amended Complaint claims Fung Holdings controlled GBG through the actions of its directors, including William Fung and Victor Fung. In March 2019, Fung Holdings directly received a $100 million transfer from GBG's U.S. bank account. It also gained $74,235,959 via a special dividend and 792,179,665 "scrip shares." The Complaint alleges that Fung Holdings "purposefully directed" actions at the U.S., influencing the transfer terms and participating in related decisions. While Fung Holdings is noted as receiving repayment of a prior loan it made to GBGH, the Complaint does not assert that it directed or caused this repayment. William Fung, a former Chairman of GBGH and Vice Chairman of Fung Holdings, owned shares in GBGH both directly and indirectly through other entities. As a GBGH board member, he attended a November 2018 Audit Committee meeting where GBGH's financial difficulties were allegedly discussed. He also served on the special committee that finalized the details of the special dividend. Alongside his brother Victor Fung, William Fung allegedly controlled GBGH and GBG through their personal and affiliated holdings. He approved and authorized the GBGH special dividend, voted for it at the August 2018 shareholder meeting (including as a proxy for others), and approved a shareholder loan from Fung Holdings to GBGH in December 2018. William Fung, identified as part of the "Controlling Shareholders" in March 2019, allegedly dictated the terms of the GBG dividend transfer and the special dividend transfer from GBG to GBGH. He also reportedly knew that GBG was repaying the loan made by Fung Holdings. Collectively, William Fung, his family, and affiliates received $41,952,504 from the special dividend. The Amended Complaint asserts that William Fung "purposefully directed" his actions and those of GBGH toward the United States by influencing the terms of the special dividend transfer and actively participating in the decisions that approved these transfers. Brother of William Fung and Chairman of Fung Holdings, Victor Fung directly and indirectly owned shares in GBGH and was identified as part of the "Controlling Shareholders" in March 2019. He allegedly used his control of Fung Holdings and GBGH to influence GBG's transfer of funds for the special dividend and was aware of GBG repaying a loan from Fung Holdings. Victor Fung and his entities received $50,314,460 from the special dividend. The Amended Complaint claims Victor Fung "purposefully directed" his actions and those of GBGH toward the U.S. by causing GBG to make the dividend transfer and participating in approving these decisions. Son of Victor Fung and nephew of William Fung, Spencer Theodore Fung directly or indirectly owned shares in GBGH. A Hong Kong resident, he received $59,222 from the special dividend but is not alleged to have been part of the "Controlling Shareholders." The Complaint suggests he "purposefully directed" his actions at the U.S. by voting in favor of GBGH's dividend payment and understanding the funds originated from GBG. Former CEO and Vice-Chairman of GBGH, Bruce Philip Rockowitz owned GBGH shares and was on the board and special dividend committee. He allegedly approved GBG's $196 million transfer to GBGH to fund the special dividend, knowing the source of the funds. A resident of Hong Kong, he played a key role in facilitating the dividend payments. A BVI entity owned by a trust for Rockowitz's family, Hurricane Millennium Holdings Limited owned GBGH shares and, through Rockowitz, knew GBGH was dictating the transfer terms to GBG. While not a "Controlling Shareholder," it allegedly approved GBGH's dividend payment and "purposefully directed" its actions at the U.S. by being aware the funds originated from GBG. The Amended Complaint alleges that the Defendants directed and caused the transfers to be made by GBG. Further specifics as to how this worked, and how the instructions to make transfers were communicated internally, ought to await discovery and trial. It is sufficient, at this stage, that the Amended Complaint has alleged facts which (when taken as true) are sufficient to establish a prima facie case that personal jurisdiction exists, the Court finds. The Court therefore agrees that the allegations that the Defendants other than Spencer Theodore Fung and Hurricane Millennium exercised actual control over GBG, and that they directed and caused GBG to make the challenged dividend transfers, are sufficient to establish personal jurisdiction under the "effects test." The Amended Complaint alleges that "GBGH" caused GBG to repay the $100 million that GBGH owed to Fung Holdings. The Amended Complaint also alleges that Fung Holdings controlled GBGH. Curiously, it does not explicitly allege that Fung Holdings used that control to cause GBGH to direct GBG to make the loan repayment. The Amended Complaint alleges instead that Fung Holdings knew that GBG was going to make the payment, and knew when it accepted the payment from GBG that it constituted a fraudulent transfer by GBG. The Amended Complaint therefore alleges that Fung Holdings participated in a transaction (a funds transfer) with a US entity (GBG) that originated in the United States and that Fung Holdings knew to be fraudulent. Defendants' own arguments about the $100 million transfer also support a finding that Fung Holdings purposely directed its activities at the United States. The Court therefore agrees that the allegations of the Complaint suffice to make out a prima facie case that it is proper to exercise personal jurisdiction over Fung Holdings. A copy of the Court's decision is available at http://urlcurt.com/u?l=nHOtUf Special Counsel for Plaintiff Peter Hurwitz as Trustee of the GBG USA Litigation Trust Gordon Z. Novod, Esq. Thomas Walsh, Esq. Frank H. Griffin, Esq. GRANT & EISENHOFER P.A. 485 Lexington Ave., 29th Floor New York, NY 10017 Telephone: +1 646 722 8500 E-mail: gnovod@gelaw.com twalsh@gelaw.com fgriffin@gelaw.com Attorneys for Defendants other than HSBC Trustee (C.I.) Limited Timothy P. Harkness, Esq. Madlyn Gleich Primoff, Esq. Henry V. Hutten, Esq. FRESHFIELDS BRUCKHAUS DERINGER US LLP 3 World Trade Center 175 Greenwich Street, 51st Floor New York, NY 10007 Telephone: +1 212 277 4000 E-mail: timothy.harkness@freshfields.com madlyn.primoff@freshfields.com Henry.Hutten@freshfields.com Attorneys for HSBC Trustee (C.I.) Limited: Mark G. Hanchet, Esq. Robert W. Hamburg, Esq. MAYER BROWN LLP 1221 Avenue of the Americas New York, NY 10020-1001 Telephone: +1 212 506 2500 E-mail: mhanchet@mayerbrown.com rhamburg@mayerbrown.com About GBG USA Inc. GBG USA, Inc., is a company incorporated under the laws of Delaware and is an indirect wholly-owned subsidiary of Global Brands Group Holding Limited (SEHK Stock Code: 787). It is primarily engaged in operating the wholesale and direct-to-consumer footwear and apparel business in North America. Global Brands Group Holding Limited is a branded apparel and footwear company. It designs, develops, markets and sells products under a diverse array of owned and licensed brands. The Group's European wholesale business operates under legal entities entirely separate and independent from the wholesale business in North America. It primarily supplies apparel, footwear and accessories to retailers and consumers across Europe under licenses separately entered into by the European entities of the Group. The Group's global brand management business operates on a different business model and is distinctly separate from the wholesale businesses in North America and Europe. GBG USA and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its petition, GBG listed between $1 billion and $10 billion in both assets and liabilities. The cases are handled by Judge Michael E. Wiles. The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel, Ankura Consulting Group LLC as financial advisor, and Ducera Partners LLC as investment banker. Alan M. Jacobs, president of AMJ Advisors LLC, serves as the Debtor's chief strategy officer. Prime Clerk, LLC is the claims and noticing agent and administrative advisor. Moses & Singer, LLP serves as legal counsel to the first lien admin agent, first lien collateral agent and second lien collateral agent. The pre-bankruptcy first lien lenders are represented by Linklaters, LLP while ReStore Capital, LLC, as DIP administrative and collateral agent, is represented by Dechert LLP. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Aug. 16, 2021. Stroock & Stroock & Lavan, LLP and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. Prime Clerk, LLC is the committee's information agent. GENIE INVESTMENTS: Court Lifts Stay in Seiler Tucker Lawsuit ------------------------------------------------------------ Judge Lance M. Africk of the United States District Court for the Eastern District of Louisiana granted the motion filed by Seiler Tucker Inc. to lift the stay issued in the case captioned as SEILER TUCKER INC. VERSUS GENIE INVESTMENTS, ET AL, CIVIL ACTION NO. 23-7288 (E.D. La.). The plaintiff's motion for sanctions is denied. Plaintiff filed this lawsuit alleging a breach of contract by defendant Genie Investments II LLC ("defendant" or "Genie II"). After the issuance of summons but before the execution of service, plaintiff moved ex parte to stay this case pending arbitration. The motion averred that the agreement between the parties contained an arbitration clause and that defendant had invoked this clause. The Court granted the motion and stayed this case pending arbitration. Motion to Lift Stay Plaintiff then filed ex parte the instant motion to lift the stay. It argues the stay should be lifted because defendant would not pay the arbitration fee and, therefore, defendant failed to engage in arbitration. In addition, plaintiff seeks sanctions against defendant for invoking arbitration in bad faith. Pursuant to 9 U.S.C. Sec. 3, district courts "shall" stay litigation in any case in which the issue therein is referable to arbitration under a written agreement between the parties, "providing the applicant for the stay is not in default in proceeding with such arbitration." The stay shall remain in effect "until such arbitration has been had in accordance with the terms of the agreement." According to the Court, the instant case falls squarely within the scope of this rule. Judge Africk explains that the agreement between the parties stated that the 'arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or by ADR Services pursuant to its Arbitration Rules.' JAMS then opened an arbitration proceeding in accord with the parties' agreement. The JAMS Comprehensive Arbitration Rules and Procedures provide that 'each Party shall pay its pro rata share of JAMS fees.' They also caution that 'if, at any time, any Party has failed to pay fees or expenses in full, JAMS may order the suspension or termination of the proceedings.' Pursuant to the JAMS Rules, plaintiff paid its fee. Despite being contacted on several occasions by JAMS and being advised that its continued failure to pay its share of the fees would result in the termination of the arbitration proceeding, defendant did not pay its fees. Ultimately, JAMS closed the arbitration proceeding in accordance with its own rules and, by extension, the very rules that the parties selected to govern the arbitration. The Court finds that arbitration has been had in accordance with the terms of the agreement. Therefore, 9 U.S.C. Sec. 3 does not bar the Court from lifting the stay and permitting the litigation of this matter to proceed. Having concluded that 9 U.S.C. Sec. 3 does not foreclose lifting the stay, the Court now addresses whether the case must remain stayed pursuant to the automatic stay arising from a separate bankruptcy proceeding pending in the United States Bankruptcy Court for the Middle District of Florida. That proceeding involves the bankruptcy of Genie Investments NV Inc. Defendant Genie II and debtor Genie NV appear to be related corporate entities. According to the Court, in this case, Genie II and Genie NV are distinct entities, and only the latter is a debtor in bankruptcy. Therefore, by the express terms of 11 U.S.C. Sec. 362(a), the bankruptcy proceeding of Genie NV does not automatically operate as a stay of the instant lawsuit against Genie II. Aside from their corporate affiliation, there is no evidence before the Court that Genie II and Genie NV are so closely related that a judgment against Genie II in this lawsuit would in effect be a judgment against Genie NV. At this stage, the Court can discern no formal tie or contractual indemnification to create an identity of interests between the debtor and Genie II. Motion for Sanctions In addition to lifting the stay, plaintiff also asks the Court to impose sanctions against defendant because of its bad-faith abuse of the arbitration provision. Plaintiff asserts that defendant took advantage of the arbitration provision for the sole purposes of delaying plaintiff's case and forcing plaintiff to undertake significant arbitration-related attorney fees and costs, all while defendant refused to comply. The Court concludes that it is inappropriate to impose sanctions against defendant at this juncture. Defendant had not been served and therefore was not even a party to this action when plaintiff moved ex parte to stay this matter. Since defendant has not yet appeared, the Court has only plaintiff's version of the facts. Even if the circumstantial evidence that plaintiff has provided does imply bad faith on defendant's part, the Court lacks a sufficient factual basis to impose sanctions. A copy of the Court's decision is available at http://urlcurt.com/u?l=xgs2Im About Genie Investments NV, Inc. Genie Investments NV Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 24-00496) on Feb. 21, 2024, disclosing under $1 million in both assets and liabilities. Judge Jason A. Burgess oversees the case. The Debtor tapped the Law Offices of Mickler & Mickler, LLP as counsel, Susan Ray as accountant/bookkeeper, and Jimmy D. Chambers as certified public accountant. GLOBAL IID PARENT: Moody's Affirms B3 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings affirmed Global IID Parent, LLC's ("Smart Start") B3 corporate family rating and B3-PD probability of default rating. Concurrently, Moody's affirmed the B2 rating on the company's senior secured first-lien bank credit facilities (consisting of a $40 million revolving credit facility expiring December 2026 and a $469 million term loan, pro forma for the proposed transaction, due December 2028) and the Caa2 rating on the $80 million senior secured second-lien term loan due December 2029. The outlook remains stable. Smart Start is a leading global provider of ignition interlock devices ("IID") or car breathalyzers. The proceeds from a $95 million incremental senior secured first-lien term loan add-on will be used to fully fund a one-time distribution to shareholders and to cover transaction-related fees and expenses. This debt-funded dividend distribution is considered credit negative, as it will increase the company's financial leverage to 7.6x pro forma for the transaction, up from 6.3x as of September 30, 2024. Moody's note that this transaction reflects the company's aggressive financial policy and positions the rating weakly in the B3 category. Further leveraging transactions in the near term could result in a negative rating action. However, Moody's expect Smart Start to reduce its leverage to around 7x over the next 12-18 months, in the absence of leveraging transactions. RATINGS RATIONALE The B3 CFR reflects Smart Start's high financial leverage, with debt-to-EBITDA of 7.6x pro forma for the proposed transaction for the 12-month period ended September 30, 2024. Moody's anticipate that Smart Start will improve its financial leverage around 7.0x over the next 12 to 18 months, driven by higher sales, cost savings initiatives, and mandatory debt repayments. Moody's expect modest cash flow generation, with free cash flow-to-debt around a low single-digit percentage range, and modest interest coverage within the same period. Smart Start has a narrow product offering, faces high competition, and has a smaller revenue scale compared to many other B3-rated business services companies. Additionally, Smart Start is likely to continue to pursue aggressive financial strategies, including debt-financed acquisitions and shareholder distributions, which may prevent the company from meaningfully deleveraging and constrain the credit profile. All financial metrics cited reflect Moody's standard adjustments and calculations. According to the company, Smart Start is one of the world's largest providers of ignition interlock devices ("IID") or driver breathalyzers that prevent the vehicle from starting if the driver is intoxicated. The company's strong market position within its niche industry, and Moody's anticipation of an ongoing shift towards IIDs for repeat DUI offenders, will support continued revenue growth. Moody's expect mid single-digit annual organic revenue growth and strong profitability with an EBITDA margin around 35% in the next 12 to 18 months. The B2 senior secured first-lien credit facility rating, including a $40 million revolving credit facility expiring in December 2026 and a $469 million term loan (pro forma for the proposed transaction) due in December 2028, is one notch above the B3 CFR and reflects its priority position in the capital structure, ahead of the second-lien instrument. The Caa2 rating on the $80 million senior secured second-lien term loan due December 2029 reflects its junior position in the capital structure. A reduction in the proportion of second-lien debt in the capital structure could result in a downgrade of the first-lien instrument rating as the loss absorption benefit in the event of default diminishes. Moody's expect that Smart Start will maintain a good liquidity profile over the next 12 to 15 months. Liquidity is supported by $8 million in cash as of September 30, 2024, Moody's expectation of positive free cash flow generation, and full availability under a $40 million revolving credit facility. These sources provide adequate coverage for the required annual first-lien term loan amortization payments of around $5 million. The revolver is subject to a maximum springing first-lien secured leverage ratio test that cannot exceed 8.25x when drawings exceed 35% of availability. Moody's expect the company will continue to have a comfortable cushion relative to the covenant limit, even with the currently very high financial leverage. The stable outlook reflects Moody's expectations for sustained revenue and earnings growth, with debt-to-EBITDA around 7.0x, while maintaining a good liquidity profile over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Smart Start demonstrates a meaningful increase in scale and product diversity without sacrificing profitability, and sustains free cash flow as a percentage of debt above 5% and debt-to-EBITDA below 5.5x (based on Moody's calculations). The ratings could be downgraded if revenue growth slows or there is a material decline in profitability, or as a result of sustained break-even or negative free cash flow, indicating a deterioration in liquidity. A ratings downgrade could also occur if Moody's expect the debt-to-EBITDA leverage to be sustained above 7.0x (based on Moody's calculations), indicating that financial strategies have become more aggressive. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Smart Start, based in Grapevine, TX, is a global provider of alcohol monitoring solutions utilizing IIDs, which prevent driving under the influence of alcohol. The company provides alcohol monitoring services, using its devices, to both individuals and commercial clients. Its products include IIDs and remote alcohol monitoring devices. The company's IIDs are typically installed in vehicles of individuals convicted of DUIs or similar offenses, or in vehicle fleets operated by commercial and governmental entities. The company is owned by Apollo Global Management since 2021. GLOSSLAB LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Glosslab LLC 27 West 20th Street New York NY 10011 Business Description: Glosslab is a nail salon in New York offering manicure and pedicure services. Chapter 11 Petition Date: December 23, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-12399 Judge: Hon. Michael E Wiles Debtor's Counsel: Adrienne Woods, Esq. WZMP WEINBERG ZAREH MALKIN PRICE LLP 45 Rockefeller Plaza, 20th Floor New York, NY 10111 Tel: 212-899-5470 Email: awoods@wzmplaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Rachel Apfel Glass as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GOHY5CA/Glosslab_LLC__nysbke-24-12399__0001.0.pdf?mcid=tGE4TAMA GREGORY B. MYERS: Naples Beach Entitled to Attorney Fees, Costs --------------------------------------------------------------- Senior Judge John E. Steele of the United States District Court for the Middle District of Florida granted Naples Beach Club Land Trust Trustee, LLC's Motion to Determine Entitlement to Fees/Costs in the case captioned as GREGORY B. MYERS, Plaintiff, v. CITY OF NAPLES, FLORIDA, a Florida Municipal Corporation and NAPLES BEACH CLUB LAND TRUST TRUSTEE, LLC, a Delaware limited liability company, as Trustee under the Land Trust Agreement dates as of May 27, 2021, Defendants, Case No: 2:24-cv-419-JES-KCD (M.D. Fla.). The Court determines NBC is entitled to attorney fees and costs. On May 21, 2024, plaintiff Gregory B. Myers filed a Notice of Removal removing a case he himself initiated in state court to federal court. The basis for removal was plaintiff's assertion that the state court case was related to his prior bankruptcy case and therefore removable pursuant to 28 U.S.C. Sec. 1452. On June 3, 2024, the Court issued an Order directing Mr. Myers to show cause why the case should not be remanded and to show cause why attorney fees and costs should not be imposed. On June 13, 2024, Naples Beach Club Land Trust Trustee filed a Motion for Remand and Request for Vexatious Litigant Sanctions or, Alternatively, Response to Order to Show Cause. Defendant Naples Beach Club Land Trust Trustee, LLC now seeks a determination that pursuant to 28 U.S.C. Sec. 1447(c) it is entitled to reasonable attorney fees and litigation costs incurred in remanding the case. Under Section 1447(c), an order remanding the case may require payment of just costs and any actual expenses, including attorney fees, incurred as a result of the removal. Plaintiff removed the case pursuant to 28 U.S.C. Sec. 1334(b) giving district courts original but not exclusive jurisdiction of all civil proceedings arising under title 11, or arising in or related to cases under title 11 and Sec. 1452. As Sec. 1452(a) provides, a party may remove any claim or cause of action in a civil action if such district court has jurisdiction of such claim or cause of action under section 1334 of this title. Such removal, however, must be done in a timely fashion. Plaintiff argues that the automatic stay remains in place, and therefore the Notice of Removal was timely. Plaintiff asserted that he filed a Chapter 11 voluntary petition on November 18, 2015, in the District of Maryland, which was converted to a Chapter 7 case, and on January 28, 2021, plaintiff also filed a Chapter 13 case in the Middle District of Florida, which includes a homestead property at 700 Gulf Shore Boulevard. Both of these cases predate the Complaint, originally filed in state court on July 1, 2022. The second removal was filed years after service, appearances, and after judgment was entered in favor of NBC in the state court proceedings. On April 12, 2023, summary judgment was granted in favor of defendant Naples Beach Club at a hearing, on April 26, 2023, final judgment was issued, and thereafter statutory attorney fees were granted on July 13, 2023, in excess of $2.7 million. A copy of the Court's decision is available at http://urlcurt.com/u?l=qZXAXY Gregory B. Myers filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 15-26033) on Nov. 18, 2015. The case was converted to Chapter 7. H-FOOD HOLDINGS: Unsecured Creditors Have 2 Options in Plan ----------------------------------------------------------- H-Food Holdings, LLC, and Its Affiliated Debtors filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for Joint Chapter 11 Plan of Reorganization dated December 13, 2024. The Company was founded in 2009 and soon became the manufacturer of choice to both premier and emerging food companies across North America. The Company operates a large-scale production network across the U.S. and Canada, consisting of 28 manufacturing facilities in California, Idaho, Illinois, Indiana, Kentucky, Michigan, Minnesota, Ohio, South Dakota, Utah, Virginia, and Canada. The Plan encompasses a comprehensive restructuring of the Debtors, which is the product of the Debtors' arm's-length negotiations and an agreement with certain Consenting Stakeholders that have executed the Restructuring Support Agreement, including holders of approximately 93.3% of the First Lien Claims, 100% of the Second Lien Term Loan Claims, 77.7% of the Unsecured Notes Claims, and the Sponsors. Specifically, the proposed restructuring contemplates, among others, things: * a reduction of the Debtors' funded debt as of Petition Date of approximately $1.9 billion; * a backstopped equity rights offering (the "Equity Rights Offering") of $200 million (subject to dilution from the MIP) which the proceeds of such Equity Rights Offering will be used to (i) repay outstanding amounts under the DIP Facility, (ii) provide the Reorganized Debtors with additional liquidity for working capital and general corporate purposes, and (iii) ensure at least $100 million of Reorganized Company pro forma cash balance at emergence; and * the Reorganized Company to (i) incur a secured term loan facility in the aggregate principal amount of $825 million (the "Exit First Lien Term Loan Facility"), and (ii) use commercially reasonable efforts to raise a revolving facility with up to $375 million in commitments (the "Exit Revolving Facility"), through a super-senior balance sheet asset-based revolver. Class 6 consists of all General Unsecured Claims. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a less favorable treatment of such Claim, each Holder of a General Unsecured Claim (or its designated Affiliate, managed fund or account or other designee) shall receive, in full and final satisfaction, settlement, release, and discharge of such Claim, on the Plan Effective Date: * if Class 6 votes to accept the Plan, the lower of: (1) its Pro Rata share of 100% of the General Unsecured Claims Cash Recovery; and (2) Cash in an amount equal to 6.0% of such Allowed General Unsecured Claim; provided, that if the aggregate amount of UCC Fees exceeds the UCC Fees Threshold, the General Unsecured Claims Cash Recovery shall be reduced on a ratable basis (determined based on the General Unsecured Claims Cash Recovery divided by the total Unsecured Claims Cash Recovery) with the Cash recovery provided to (or would have been provided had such Class voted to accept the Plan) and on account of Second Lien Term Loan Claims and Senior Unsecured Notes Claims until the aggregate amount of UCC Fees exceeds $25 million, after which no further deduction shall apply; provided, further, that, for the avoidance of doubt, any UCC Fees in excess of $25 million shall not reduce the General Unsecured Claims Cash Recovery; or * if Class 6 votes to reject the Plan, no recovery or distribution on account of such Claim, and all General Unsecured Claims shall be cancelled, released, discharged, and extinguished and shall be of no further force or effect. Class 6 is Impaired under the Plan and is entitled to vote to accept or reject the Plan. On the Plan Effective Date, all Existing Equity Interests shall be cancelled, released, and extinguished and shall be of no further force and effect, and Holders of Existing Equity Interests shall not receive any distribution on account thereof. The Reorganized Company shall fund distributions under the Plan with (i) cash on hand, (ii) the issuance of the Reorganized Equity, (iii) proceeds of the Equity Rights Offering, (iv) the Exit First Lien Term Loans, and (v) the Exit Revolving Facility. The proceeds of the Equity Rights Offering shall be used to (i) repay outstanding amounts under the DIP Facility, (ii) provide the Reorganized Debtors with additional liquidity for working capital and general corporate purposes, and (iii) ensure at least $100 million of Reorganized Company pro forma cash at emergence. A full-text copy of the Disclosure Statement dated December 13, 2024 is available at https://urlcurt.com/u?l=r6fv05 from PacerMonitor.com at no charge. Proposed Co-Counsel to the Debtors: John F. Higgins, Esq. M. Shane Johnson, Esq. Jack M. Eiband, Esq. PORTER HEDGES LLP 1000 Main St., 36th Floor Houston, Texas 77002 Tel: (713) 226-6000 Fax: (713) 228-1331 Email: jhiggins@porterhedges.com sjohnson@porterhedges.com jeiband@porterhedges.com Proposed Co-Counsel to the Debtors: Ryan Preston Dahl, Esq. Matthew M. Roose, Esq. Natasha S. Hwangpo, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-9000 Fax: (212) 596-9090 E-mail: ryan.dahl@ropesgray.com matthew.roose@ropesgray.com natasha.hwangpo@ropesgray.com - and - Stephen L. Iacovo, Esq. ROPES & GRAY LLP 191 North Wacker Drive, 32nd Floor Chicago, Illinois 60606 Tel: (312) 845-1200 Fax: (312) 845-5500 E-mail: stephen.iacovo@ropesgray.com About H-Food Holdings H-Food Holdings, LLC, formerly known as Matterhorn Merger Sub, LLC, was founded in 2009 in Grand Rapids, Mich. The company and its affiliated debtors are a contract manufacturer of food products, producing and supplying, among other things, nutrition bars, frozen packaged foods, meal kits, snacks, sauces, refrigerated trays, overwrap, custom packaging solutions, and more to customers. As the largest food co-manufacturer in North America, the Debtors manufacture some of the most valued and recognizable brands, and the Debtors' key customers include many of the leading consumer packaged goods customers in North America. The Debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90586) on Nov. 22, 2024, listing $1 billion to $10 billion in both assets and liabilities. Robert M. Caruso, chief restructuring officer, signed the petitions. Judge Alfredo R. Perez presides over the cases. The Debtors tapped Ropes & Gray, LLP as general bankruptcy counsel; Porter Hedges, LLP as co-bankruptcy counsel; Evercore Group, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. HERTZ CORP: Fitch Affirms 'B-' LongTerm IDR, Outlook Negative ------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of The Hertz Corporation (Hertz) at 'B-'. The Rating Watch Negative (RWN) has been removed and a Negative Rating Outlook has been assigned. Concurrently, Fitch has downgraded Hertz's first-lien senior secured debt rating to 'B+' with a Recovery Rating of 'RR2' (recovery estimate of 80%) from 'BB-'/'RR1', affirmed the second-lien senior secured exchangeable notes at 'CCC'/'RR6' and affirmed the senior unsecured notes at 'CCC-'/'RR6' (recovery estimate of 5%). Key Rating Drivers Adequate Liquidity Amid Challenges: The affirmation of the IDR and the removal of the RWN reflect Hertz's demonstrated ability to maintain an adequate liquidity cushion above its minimum covenant during the peak fleet season while making incremental progress on its fleet refresh plan. The Negative Outlook reflects Fitch's expectation that Hertz's operating performance will remain weak in the near term as the company addresses elevated vehicle depreciation and direct operating expenses, which could lead to higher leverage and weaker interest coverage for longer than initially anticipated. The Negative Outlook also reflects the execution risk associated with the firm's operational turnaround strategy and its limited funding flexibility. Established Market Position; Cyclicality a Constraint: At the current rating level, Hertz's ratings remain supported by its established market position and well-recognized global franchise within the car rental industry and strong travel demand. The ratings are constrained by vehicle supply-demand dynamics and elevated interest rates, which expose the company to heightened residual value risks. Additional constraints include earnings volatility across market cycles, which can affect cash flow leverage and interest coverage metrics, continued reliance on secured, wholesale funding sources, high funding costs, and liquidity risk. Heightened Execution Risk: Hertz has made progress in implementing cost controls, efficiency enhancements, and rotating out of its older, more expensive fleet. However, execution risk remains elevated with regard to the firm's ability to consistently improve vehicle economics and reduce vehicle depreciation per unit. Significant liquidity needs to support the fleet refresh, coupled with a downturn in the used vehicle market, continue to present challenges to additional operational improvements. Weak Operating Performance: In 3Q24, Hertz recorded negative adjusted corporate EBITDA of $157 million, primarily reflecting higher year-over-year fleet costs. The adjusted corporate EBITDA margin was negative 17.0% for the trailing 12 months (TTM) ended 3Q24, compared with 6.0% in FY23 and an average of 10.7% between 2020 and 2023. Hertz reported a net loss of $1.3 billion in 3Q24, primarily due to a $1 billion impairment charge, as the company pulled forward future vehicle losses, and a $288 million litigation reserve related to a make-whole payment to pre-bankruptcy noteholders. In Fitch's view, the impairment brings unit depreciation to a more manageable level and alleviates residual headwinds; however, profitability will remain constrained in the coming quarters, with improvement dependent on increased earnings through enhanced operating leverage. Regarding the litigation, while the timing and outcome remain pending, Fitch believes Hertz will ultimately make the payment to resolve the case. High Liquidity Needs: Corporate liquidity was $1.65 billion at 3Q24, comprised of $501 million in unrestricted cash and $1.15 billion in borrowing capacity under the first-lien secured revolving credit facility (RCF). In December 2024, Hertz announced a $500 million add-on to the existing $750 million first-lien senior secured notes due in 2029, and the proceeds were used to paydown the outstanding amount on the first-lien secured RCF and for consent fees. Concurrently, Hertz successfully obtained consent from existing first- and second-lien secured noteholders to create $500 million of additional borrowing capacity under the first-lien senior secured notes. While Fitch deems Hertz's current liquidity position as adequate, liquidity buffers will remain pressured by the capital expenditure required to complete the remaining fleet rotation, fund efficiency initiatives, and support incoming seasonal in-fleeting. This is partially mitigated by reduced vehicle procurement costs (net of proceeds from vehicle sales) for the 2025 model year and the firm's ability to moderate the rate of fleet growth. Limited Funding Flexibility; Negative Coverage: Unsecured funding represented 9% of total debt as of 3Q24, pro forma for the first-lien add-on. Fitch expects the unsecured funding mix to decline as the company increases its reliance on secured borrowing, as its current market access has been limited to secured bank debt, thereby reducing the pool of unencumbered assets supporting unsecured debt holders. Adjusted corporate EBITDA/corporate interest expense was negative 4.9x for the TTM ended 3Q24 and corresponds to Fitch's 'ccc or below' benchmark range of below 1x for low balance sheet usage finance and leasing companies. Fitch expects interest coverage to remain negative in the near term due to increased funding costs and weak profitability. Elevated Leverage: Hertz's cash flow leverage remained negative for the TTM ended 3Q24 (vs. 10.1x at YE23) and corresponds to Fitch's 'ccc or below' category benchmark range of greater than 5x. Fitch also considers cash flow leverage with operating lease expense add-backs as a complementary metric to reflect prevailing lease accounting standards. On this basis, leverage was also negative for the TTM period, compared with 5.1x at YE23. Fitch expects cash flow leverage to improve into positive territory towards 2H25, subject to the firm's consistent execution on earnings enhancement initiatives. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to execute on the stated productivity initiatives and deliver on targeted profitability improvement, particularly if it leads to a sustained weakening in the liquidity position; - Inability to maintain economic access to the capital markets and address near- and medium-term maturities including the 2026 RCF and unsecured notes, resulting in increased refinancing risk; - Failure to significantly improve adjusted corporate EBITDA, particularly if Fitch-calculated leverage fails to improve to 5x or below and corporate interest coverage to 2x or more on a sustained basis; - A material degradation in the company's market share and competitive position. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A revision of the Outlook to Stable could be driven by strong execution against stated productivity initiatives and improving profitability which facilitates a sustained reduction in cash flow leverage toward 5x and an improvement of corporate interest coverage toward 2x over the Outlook horizon. Beyond that, positive rating momentum would be premised on: - Enhanced consistency of operating performance resulting from disciplined fleet management and continued optimization of vehicle economics; - Maintenance of Fitch-calculated leverage below 3.5x; - Maintenance of corporate interest coverage above 3x on a sustained basis; - Maintenance of an adequate liquidity profile to support capital expenditures and debt servicing needs. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The one notch downgrade of the first-lien senior secured debt rating reflects a reduction in recovery prospects given an increase in the amount of first-lien debt outstanding. The first-lien secured debt rating is two notches above the Long-Term IDR and reflects Fitch's view of superior recovery prospects under a stress scenario given the available collateral. The second-lien senior secured debt rating is two notches below the Long-Term IDR reflecting poor recovery prospects under a stress scenario given the size and asset encumbrance of the first-lien debt. The senior unsecured debt rating is three notches below the Long-Term IDR, reflecting poor recovery prospects under a stress scenario, given the structural subordination resulting from the heavily secured funding mix. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The senior secured debt and senior unsecured debt ratings are primarily sensitive to changes in Hertz's Long-Term IDR and, secondarily, to the relative recovery prospects of the instruments. ADJUSTMENTS - The Standalone Credit Profile (SCP) has been assigned below the implied SCP due to the following adjustment reasons: Weakest link - funding, liquidity & coverage (negative). - The Sector Risk Operating Environment score has been assigned below the implied score due to the following adjustment reasons: Business model (negative); Regulatory and legal framework (negative). - The Business Profile score has been assigned below the implied score due to the following adjustment reason(s): Business model (negative). - The Earnings & Profitability score has been assigned below the implied score due to the following adjustment reasons: Earnings stability (negative); Historical and future metrics (negative). - The Funding, Liquidity & Coverage score has been assigned below the implied score due to the following adjustment reasons: Historical and future metrics (negative); Funding flexibility (negative). ESG Considerations The Hertz Corporation has an ESG Relevance Score of '4' for Management Strategy due to lack of visibility and concerns about execution of strategy, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with others factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Hertz Corporation (The) LT IDR B- Affirmed B- senior secured LT B+ Downgrade RR2 BB- senior unsecured LT CCC- Affirmed RR6 CCC- Senior Secured 2nd Lien LT CCC Affirmed RR6 CCC HONOLULU SPINE CENTER: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------------- Tiffany Carroll, Acting U.S. Trustee for Region 15, appointed an official committee to represent unsecured creditors in the Chapter 11 case of Honolulu Spine Center, LLC. The committee members are: 1. Nitra, Inc. Representative: Min Heo Email: min@nitra.com 2. Solco Biomedical Corporation Representative: Tim Son Email: tim.son@fg-solco.com 3. Intrinsic Therapeutics, Inc. Representative: Tom Kelliher Email: tkelliher@in-thera.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Honolulu Spine Center Honolulu Spine Center, LLC, doing business as Honolulu Sports & Spine Surgery Center and Honolulu Sports and Spine Center, is a surgical center in Honolulu, Hawaii. Honolulu Spine Center sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 24-01110) on December 6, 2024, with $1 million to $10 million in both assets and liabilities. Louis DiMartini, the authorized signatory, signed the petition. Judge Robert J. Faris handles the case. The Debtor is represented by: Chuck C. Choi, Esq. Choi & Ito 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Tel: 808-533-1877 Fax: 808-566-6900 Email: cchoi@hibklaw.com HORIZON INTERIORS: Court Extends Use of Cash Collateral to Feb. 10 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts granted Horizon Interiors, LLC authority to use cash collateral under the terms of the Order dated November 21, 2024, is extended to February 10, 2025. The court grants the Debtor's emergency motion to exceed authorized expenditures for subcontract labor. The Debtor is authorized to incur additional expenses for costs of goods sold of $2,800 for the period December 10, 2024, to January 10, 2025. For the period January 11, 2025, to February 10, 2025, the Debtor is authorized to pay expenses as authorized by this Order for the previous period, plus an additional $800 for the additional week for the subcontractor. About Horizon Interiors Horizon Interiors, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-11196) on June 17, 2024, with as much as $1 million in both assets and liabilities. Stephen Darr of Huron Consulting Group serves as Subchapter V trustee. Judge Janet E. Bostwick oversees the case. Marques Lipton, Esq., at Lipton Law Group, LLC represents the Debtor as legal counsel. HTX WELLNESS: Updates Paragon Bank & ALICO Secured Claims Pay ------------------------------------------------------------- HTX Wellness Group, LLC, submitted an Amended Plan of Reorganization for Small Business under Subchapter V dated December 13, 2024. This Plan of Reorganization proposes to pay creditors of the Debtor from the private sale of its assets to the Shah Group or alternatively, to the highest bidder at an auction. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at a di minimis amount. This Plan also provides for the payment of administrative claims and priority claims, to the extent such claims are entitled to priority. Class 1 consists of a single, secured claim held by Paragon Bank. As of the Petition Date, Paragon Bank has an Allowed Claim in the amount of $264,354.33, which bears interest at variable rate equal to the Wall Street Journal Prime Rate + 2.75%. As of the Petition Date, this rate 11.25 percent. At the Effective Date, Prosperity Bank will have an Allowed Claim of $264,354.33, plus all interest that has accrued since the Petition Date, less those adequate protections payments received by it between the Petition Date and the Confirmation Date. Debtor estimates that the total Allowed Claim as of the Effective Date will be approximately, $267,907.37; however, the final amount Allowed Amount may be provided by Paragon Bank in a payoff statement. The Allowed Claim of Paragon Bank will be paid from the net sales proceeds of the assets of the Estate and any proceeds from the prosecution of any claims against third parties and after payment of all allowed administrative expense claims. To the extent such sales proceeds are insufficient to pay the claim in full, any remaining amounts due to ALICO will be treated as a general unsecured claim in Class 4. Paragon Bank will retain all of its liens in all property described in its UCC Financing Statement until the closing of the sale of Debtor's physical assets to the Shah Group. At the said closing, Paragon Bank shall execute a release of its liens, which will include a release of its UCC-1 financing statement on file with the Texas Secretary of State. If a release of liens and a release of the UCC-1 financing statement is not signed by Paragon Bank, the Reorganized Debtor shall have authority to execute and file any such releases after the full and final payment of all amounts due to Paragon Bank. Class 2 consists of a single, secured claim held by ALICO. As of the Petition Date, ALICO has an Allowed Claim in the amount of $41,451.44, which bears interest at 12.5 percent. Payment of this claim is secured by a purchase-money lien on an Everest Peak Electric whole-body cryotherapy chamber. At the Effective Date, ALICO will have an Allowed Claim of $41,451.44, plus all interest that has accrued since the Petition Date. Debtor estimates that the total Allowed Claim as of the Effective Date will be approximately, $43,722.29; however, the final amount Allowed Amount may be adjusted in a payoff statement provided by ALICO. The Allowed Claim of Paragon Bank will be paid from the net sales proceeds of the Everest Peak Electric whole-body cryotherapy chamber (serial no. C162108) and after payment of all allowed administrative expense claims. To the extent such sales proceeds are insufficient to pay the claim in full, any remaining amounts due to ALICO will be treated as a general unsecured claim in Class 4. ALICO will retain all of its liens in all property described in its UCC Financing Statement until the closing of the sale of Debtor's physical assets to the Shaw Group. At the said closing, ALICO shall execute a release of its liens, which will include a release of its UCC-1 financing statement on file with the Texas Secretary of State. If a release of liens and a release of the UCC-1 financing statement is not signed by ALICO, the Reorganized Debtor shall have authority to execute and file any such releases after the full and final payment of all amounts due to Paragon Bank. Like in the prior iteration of the Plan, holders of Allowed Claims in Class 4 General Unsecured Claims will be paid all proceeds remaining from the sale of Debtor's assets. This is estimated to result in di minimis payment to holders of Allowed Claims in this Class. The Debtor believes it will be able to complete negotiations on the terms in which the Shaw Group would purchase the furniture, equipment, fixtures, and other physical assets that are not branded with the iCRYO trademarks. In the event the proposed sale is objected to by any creditor, the Debtor reserves the right to have the property sold at auction with the Shaw Group being a stalking horse bidder on terms to be approved by the Bankruptcy Court. All cash received from the sale of Debtor's assets as well as all cash proceeds from collection of accounts receivable and cash on hand will be used to first pay allowed administrative claims and then Allowed Claims in Classes 1 through 4. A full-text copy of the Amended Plan dated December 13, 2024 is available at https://urlcurt.com/u?l=cQebEj from PacerMonitor.com at no charge. Counsel for the Debtor: Leonard H. Simon, Esq. William P. Haddock, Esq. Pendergraft & Simon, LLP 2777 Allen Parkway, Suite 800 Houston, TX 77019 Telephone: (713) 528-8555 Facsimile: (713) 868-1267 About HTX Wellness Group HTX Wellness Group, LLC, operates a business providing whole-body and local cryotherapy, infusion services, compression therapy, and red-light therapy under a franchise agreement with iCRYO. HTX Wellness Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-34239) on Sept. 11, 2024, listing up to $500,000 in assets and up to $1 million in liabilities. Judge Jeffrey P. Norman oversees the case. Leonard H. Simon, Esq., at Pendergraft & Simon, LLP, is the Debtor's bankruptcy counsel. HUMPER EQUIPMENT: Gets Interim OK to Use Cash Collateral -------------------------------------------------------- Humper Equipment, LLC and RBX, Inc. received interim approval from the U.S. Bankruptcy Court for the Western District of Missouri, Southern Division, to use cash collateral. The companies require the use of cash collateral to pay their regular daily expenses, including employees' wages, utilities, and other costs of doing business. Debtor Humper is indebted to Southern Bank in the approximate amount of $680,721. RBX is indebted to Southern Bank in the approximate amount of $1,010,059. In addition, RBX is also indebted to O'Bannon Bank in the amount of $3.3 million. The next hearing is scheduled for Jan. 16, 2025 About Humper Equipment LLC Humper Equipment LLC is a limited liability company. Humper Equipment LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Miss. Case No. 24-60818) on December 12, 2024. In the petition filed by James A. Keltner, as sole member, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $10 million and $50 million. The case is overseen by Honorable Bankruptcy Judge Brian T. Fenimore. The Debtor is represented by Sharon L. Stolte, Esq. at Sandberg Phoenix & Von Gontard, PC. HYPERSCALE DATA: Sells 50 Preferred Shares to Ault for $570K ------------------------------------------------------------ On December 10, 2024, Hyperscale Data, Inc., a Delaware corporation, pursuant to the Securities Purchase Agreement entered into with Ault & Company, Inc., a Delaware corporation, on November 6, 2023, sold 50 shares of Series C convertible preferred stock and warrants to purchase 422 shares of the Company's common stock to the Purchaser, for a purchase price of $570,000. As of December 11, 2024, the Purchaser has purchased an aggregate of 47,600 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 402,069 Warrant Shares, for an aggregate purchase price of $47.6 million. The Agreement provides that the Purchaser may purchase up to $75 million of Series C Convertible Preferred Stock and Series C Warrants in one or more closings. The Purchaser is an affiliate of the Company. About Hyperscale Data Hyperscale Data, Inc., formerly known as Ault Alliance, Inc., is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through the Company's wholly and majority-owned subsidiaries and strategic investments, the Company owns and/or operates data centers at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries, and provides mission-critical products that support a diverse range of industries, including a metaverse platform, oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, and textiles. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. HYZON MOTORS: Board of Directors Vote to Dissolve Co. Amid Losses ----------------------------------------------------------------- Leigh Collins of Hydrogen Insight reports that the board of directors of U.S. hydrogen truck maker Hyzon Motors has voted to dissolve the company, subject to shareholder approval, according to an announcement on Friday, December 21, 2024. In a statement to the Nasdaq stock exchange, the company said: "On December 19, 2024, the Board of Directors of Hyzon Motors Inc. unanimously approved, subject to stockholder approval, (i) the transfer of all or substantially all of the Company's assets through an assignment for the benefit of creditors, and (ii) the liquidation and dissolution of the Company pursuant to a plan of dissolution while continuing to pursue strategic alternatives and potential funding sources intended to maximize the value of its business and assets." A special meeting of shareholders will be convened soon to vote on the proposed dissolution plan. About Hyzon Motors Inc. Hyzon Motors Inc. is headquartered in Honeoye Falls, New York, and is into commercializing proprietary heavy-duty fuel cell technology through assembling and upfitting HD hydrogen fuel cell electric vehicles in the United States, Europe, and Australia. IMPERIAL TOBACCO: Sanction Hearing for CCAA Plans Set for Jan 29 ---------------------------------------------------------------- The Honourable Warren K. Winkler, K.C. on October 17, 2024, in his capacity as the Court-appointed mediator in the CCAA Proceedings of Imperial Tobacco Canada Limited and Imperial Tobacco Company Limited, Rothmans, Benson and Hedges Inc. and JTI-Macdonald Corp. and FTI Consulting Canada Inc., Ernst & Young Inc., and Deloitte Restructuring Inc., in their respective capacities as Court-appointed monitors to Imperial, RBH and JTIM, filed plans of compromise and arrangement in respect of each of the Tobacco Companies as amended and restated as of December 5, 2024 under the Companies' Creditors Arrangement Act (Canada). PLEASE ALSO TAKE NOTICE that on October 31, 2024, the Court-Appointed Mediator and the Monitors obtained the following orders from the Ontario Superior Court of Justice (Commercial List): -- Claims procedure orders which, inter alia, establish the procedure pursuant to which Claimants, as well as any other purported creditors of the Tobacco Companies can assert a Claim in order to obtain the right to attend the meetings of Affected Creditors and vote on the CCAA Plans; and -- Meeting orders that, inter alia, accept the filing of the CCAA Plans, approve the meeting materials, and direct the Monitors as to the conduct of the Meetings. PLEASE ALSO TAKE NOTICE that on December 23, 2024, the Court-Appointed Mediator and the Monitors obtained orders which, inter alia, set a court hearing to approve and sanction the CCAA Plans commencing on January 29, 2025. The CCAA Plans, Claims Procedure Orders, Meeting Orders and Sanction Protocol Orders in respect of each Tobacco Company are available for review on the Monitors' websites, at the links referenced at the end of this Notice. (i) Key information In accordance with the Sanction Protocol Orders, the Sanction Hearing will be heard commencing on January 29, 2025 at 10:00 am Eastern time in a hybrid format, in person and via Zoom video conference. At the Sanction Hearing, orders of the Court approving and sanctioning the CCAA Plans and granting certain ancillary relief will be sought. If a Putative Miscellaneous Claimant intends to object to any Sanction Order, such Person must (i) deliver to the applicable Monitor a Sanction Hearing Objection Notice in the form approved and it must be received by the applicable Monitor by no later than January 15, 2025 at 5:00 pm (Eastern time); and (ii) file with the Court and serve upon the Common Service List the court materials it intends to rely on by no later than January 20, 2025 at 5:00 p.m. (Eastern time). Any Person, other than a Putative Miscellaneous Claimant who intends to object to any Sanction Order must file with the Court and serve upon the Common Service List the court materials it intends to rely on by no later than January 20, 2025 at 5:00 p.m. (Eastern time). (ii) Questions and Contact Information If you have any questions with respect to the foregoing, you may contact the Monitors as follows: -- Imperial: Monitor: FTI Consulting Canada Inc. -- Website: http://cfcanada.fticonsulting.com/imperialtobacco -- Phone Number: 1-844-707-7558 -- Email Address: imperialtobacco@fticonsulting.com -- RBH: Monitor: Ernst & Young Inc. -- Website: www.ey.com/ca/rbh -- Phone Number: 1-866-943-2280 -- Email Address: rbh@ca.ey.com -- JTIM: Monitor: Deloitte Restructuring Inc. -- Website: www.insolvencies.deloitte.ca/en-ca/JTIM -- Phone Number: 1-833-765-1452 -- Email Address: jtim@deloitte.ca FTI Consulting Canada Inc. in its capacity as Court-appointed Monitor of Imperial Tobacco Canada Limited and Imperial Tobacco Company Limited, and not in its personal capacity Ernst & Young Inc., in its capacity as Court-appointed Monitor of Rothmans, Benson & Hedges Inc. and not in its personal capacity Deloitte Restructuring Inc. in its capacity as Court-appointed Monitor of JTI-Macdonald Corp. and not in its personal capacity About Imperial Tobacco Imperial Tobacco Canada Limited -- http://www.imperialtobaccocanada.com/-- is a cigarette manufacturing company operating in Canada. It is a wholly-owned subsidiary of British American Tobacco. IRA RUSSACK: Secured Party Sets Jan. 27, 2025 Auction ----------------------------------------------------- Queen Entities ("secured party") will offer for sale at public auction, the right, title and interest of Ira Russack ("pledgor") in and to (i) 99% of the membership interests and other equity interests, including but not limited to, all economic rights and governance rights associated therewith, in and to Agharta RR Meridian LLC, which owns 100% of Aghart Meridian Holdings LLC, which owns 100% of Agharta Meridian Realty LLC, which is a 19% tenant in common in real property known as Unit 1 of Meridian at Spring Ridge Condominium at one Meridian Blvd., Wyoming, Pennsylvania ("property"). The rights secured by the secured party are subject to a senior loan and first-priority mortgage on the property and the obligations and liabilities set forth in the senior loan documents. In order to satisfy the amounts due to the secured party in the amount of $1,100,000 plus 12% interest from Jan. 22, 2022 through Dec. 21, 2022, and interest at the rate of 24% per annum from Dec. 22, 2022, the public auction will be held on Jan. 27, 2025, at 9:15 a.m. EST, and will be conducted by Matthew D. Mannion of Mannion Auctions LLC at the top of the front steps of the Courthouse of the New York County Supreme Court, located at 60 Centre Street, New York, New York 10007, with an option to participate virtually via the following zoom meeting link: Zoom Meeting link: https://bit.ly/UCCnjAuction Access Code: 831-6893-4612 Password 249647 Call-in Number: 1-646-931-3860 (US) Any individual or entity interested in bidding on the collateral must contact Matthew D. Mannion at mdmannion@jpandr.com or by phone at +1 (212) 267-6698, to obtain a copy of the terms of sale and information regarding bidding instructions. Upon execution of a confidentiality and non-disclosure agreement, additional documentation and information will be made available. The relevant UCC was filed on May 5, 2022, under file number 20223804499 in the state of Delaware whereby Ira Russack, as pledgor, pledged his interest in Agharta Meridian Realty LLC to the Secured Party. Attorneys for the secured party: Gabriel Rosenberg, Esq. Jacobowitz Newman Tversky LLP 377 Pearsall Avenue, Suite C Cedarhurst, NY 11516 Tel: (516) 545-0343 Fax: (212) 671-1883 ISPECIMEN INC: Will Serve as Provider of Cancer Biospecimens ------------------------------------------------------------ iSpecimen Inc. announced Dec. 20 its strategic initiatives for 2025, expanding services to procure high demand cancer biospecimens, enhancing its ability to support groundbreaking cancer research worldwide. The demand for cancer tissue continues to grow as cancer remains a significant area of focus in medical research and investment. Market reports indicate that cancer accounts for a substantial growing percentage of biospecimen sales, highlighting the critical need for reliable access to high-quality specimens. iSpecimen is poised to address this need through expanded partnerships with access to genomic sequencing, and a data-driven approach. To meet the growing demand, iSpecimen plans to pursue new partnerships with U.S.-based cancer centers. These collaborations will increase access to domestic cancer blood products, enabling researchers to obtain the specimens they need more efficiently. This initiative aligns with the company's broader strategic focus under the leadership of its new CEO, with a targeted launch in 2025. In addition, iSpecimen aims to establish a referral program with an international genomic sequencing partner. Under this collaboration, iSpecimen will serve as a preferred provider of cancer biospecimens, while referring genomic sequencing requests to the partner organization. This partnership underscores iSpecimen's commitment to providing integrated solutions for its customers' cancer research needs. For prospective collections, iSpecimen's data-driven approach to documenting its suppliers capabilities and pricing offers customers rapid and competitive quotes. The company will also expand its portfolio with new remnant biofluid cancer offerings, sourced from recently partnered sites capable of providing cost-effective samples with diagnostic codes for target discovery and validation. About iSpecimen Headquartered in Lexington, Massachusetts, iSpecimen -- http://www.ispecimen.com-- offers an online marketplace for human biospecimens, connecting scientists in commercial and non-profit organizations with healthcare providers that have access to patients and specimens needed for medical discovery. Proprietary, cloud-based technology enables scientists to intuitively search for specimens and patients across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations. Boston, Massachusetts-based Wolf & Company, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 13, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. J.H. LLC: Files Amendment to Disclosure Statement ------------------------------------------------- J.H., LLC, submitted a First Amended Combined Disclosure Statement and Plan of Reorganization dated December 13, 2024. The Plan contemplates the reorganization of the Debtor's debts through payments, in full, to its Creditors. The Amended Disclosure Statement does not alter the proposed treatment for creditors: Class 2 consists of the IRS Claim. As of the Effective Date, the IRS Filed a Priority Unsecured Claim in the amount of $300.00. Debtor shall pay this, in full, within thirty days of the Effective Date. Class 4 consists of the Zurich American Insurance Company Claim. As of the Effective Date, Zurich Filed a non-priority Unsecured Claim in the amount of $1.00. Debtor shall pay this, in full, within thirty days of the Effective Date. Class 5 consists of Equity Security Holders. Equity security holders in the Debtor shall be allowed to maintain their ownership interest. This Plan will be primarily funded with rents generated from the tenant at the Property, JB. Funds may also be generated from loans from JB to the Debtor or funds generated by JB. These rents are fairly collectible due to the insider nature between JB and the Debtor. From and after the Effective Date, the Debtor shall continue in existence in the ordinary course of business. It is anticipated that the Debtor and JB will continue to operate in the marble mining, refining and distribution businesses. This will come from both public and private contracts with individuals and entities. This involvement will ensure that claims are paid in a timely manner. In the event any Holders of Claims would like to see any information, data, current jobs, current contracts, or projections that would show that this Plan is feasible, said Holder can reach out to counsel for the Debtor for a copy or to discuss same. When all disputed Claims Filed against the Debtor, if any, have become Allowed Claims or have been disallowed, and all Assets have been liquidated and converted into Cash (or abandoned), and such Cash has been distributed in accordance with this Plan, or at such earlier time as the Debtor deems appropriate, the Debtor shall request that the Court to enter a final decree and otherwise close the Chapter 11 Case in accordance with the Bankruptcy Code and the Bankruptcy Rules. A full-text copy of the First Amended Combined Disclosure Statement and Plan dated December 13, 2024 is available at https://urlcurt.com/u?l=KChRKU from PacerMonitor.com at no charge. Counsel for the Debtor: Stuart H. Memory, Esq. Memory Memory & Causby, LLP P.O. Box 4054 Montgomery, AL 36103 Tel: (334) 834-8000 Email: smemory@memorylegal.com About J.H., LLC J.H., LLC is primarily engaged in manufacturing non-metallic mineral products. J.H., LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-01711) on June 6, 2024. The petition was signed by Bintao Qin, VP of Operations. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Tamara O. Mitchell presides over the case. Stuart Memory, Esq., at MEMORY MEMORY AND CAUSBY LLP, is the Debtor's counsel. JM CARTER: Gets Interim OK to Use Cash Collateral Until Jan. 9 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division granted JM Carter Plumbing, Inc.'s motion to use cash collateral on an interim basis. The interim order authorized the company to use cash collateral to pay its expenses from Dec. 18 to Jan. 9, 2025, in accordance with its budget, with a 15% variance. The budget shows the company's projected expenses of $31,633 for the interim period. Secured lenders were granted valid, binding, enforceable, and perfected liens co-extensive with their pre-bankruptcy liens on all property currently owned or to be acquired by the company. The post-petition liens shall not prime the liens of the taxing authorities, according to the interim order. A final hearing will be conducted on Jan. 9. Objections are due by Jan. 6. About JM Carter Plumbing Inc. JM Carter Plumbing Inc. specializes in plumbing repairs and water heater installations. JM Carter Plumbing filed Chapter 11 petition (Bankr. N.D. Texas Case No. 24-33983) on December 6, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Josh Rathbone, president of JM Carter Plumbing, signed the petition. Judge Michelle V. Larson handles the case. The Debtor is represented by: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com JND PROPERTIES: Prelim. Injunction Order Appeal Dismissed as Moot ----------------------------------------------------------------- Judges Michael H. Wojcik, Anne E. Covey and Stacy Wallace of the Commonwealth Court of Pennsylvania dismissed the appeals of Joseph N. DeNardo, Shari DeNardo, JND Properties, LLC, Lakemont Gardens, LLC, Ashwood Land Partners, LP, and Ashwood Commons, LLC from the preliminary injunction order in the litigation over compliance issues at a residential development as moot. In 2005, Majestic Hills and JND commenced construction activities associated with the Majestic Hills development project, which involved the development of lots for single-family homes in the Township, which is situated in Washington County, Pennsylvania. As of 2017, Majestic Hills is wholly owned by JND, which in turn is wholly owned and controlled by the DeNardos, who are husband and wife, with each owning 50%. Mr. DeNardo is the managing member of JND. The Development, which was completed in 2015, had a history of compliance issues with state and local regulations for, inter alia, the failure to stabilize areas of earth disturbance and control stormwater. In 2018, several landslides occurred at the Development threatening homes, roads, and Commonwealth waters. Three homes were condemned, and multiple families were forced to evacuate their homes. Significant slope movement continued to affect the community and threatened a main sewer line that serviced 200 homes. After the landslides, DEP issued several notices of violation and compliance orders. On September 25, 2018, and October 11, 2018, DEP issued compliance orders directing Majestic Hills to restore and stabilize slopes throughout the Development and to implement a DEP-approved plan for the management of post-construction stormwater to prevent future slope movement and flooding. On October 15, 2020, DEP issued another compliance order requiring Majestic Hills to hire a geotechnical engineer to investigate the slopes and provide a detailed report and recommendation on how to restore and stabilize the slopes. In the interim, the Township incurred heavy costs repairing sewer line infrastructure, stabilizing the hillside at the Development, and compensating condemnees. Following the initiation of multiple lawsuits at both the state and federal levels, Majestic Hills filed for bankruptcy protection in May 2020. On February 8, 2021, the Township filed a declaratory judgment action in the Washington County Court of Common Pleas, later amended on April 12, 2021, against Majestic Hills, JND, and the DeNardos. The complaint stemmed from the defendants' failure to stabilize slopes in a development and their history of regulatory violations. The Township sought a declaration that the defendants were jointly and severally required to comply with DEP compliance orders and address repair obligations. The Township also filed a motion for a preliminary injunction on May 10, 2021, seeking immediate compliance due to ongoing slope issues and risks to the sanitary sewer line. DEP intervened in the case. In consolidated appeals from litigation following landslides at a residential development, the Designated Appellants seek review of two orders from the Washington County Court of Common Pleas. The May 25, 2023, order granted preliminary injunctive relief against JND and the DeNardos, requiring them to list all their real property holdings, prohibit the dissolution of assets, and direct proceeds from property sales into a court-supervised escrow account. The July 12, 2023, order found Majestic Hills, JND, and the DeNardos in contempt of a 2021 Consent Order, levied sanctions, and again ordered proceeds from property sales to be deposited into the escrow account. Also before the Commonwealth Court of Pennsylvania is the Township's Omnibus Application to Dismiss and/or Quash Appeals seeking to dismiss Appellants' appeals from the Preliminary Injunction Order as moot or, in the alternative, quash the appeals of the Business Entities, on the basis that they lack standing. Designated Appellee Department of Environmental Protection joins the Application. The Judges hold, "Upon review, we grant the Application and dismiss the appeals from the Preliminary Injunction Order as moot and superseded by the Contempt Order (Docket Nos. 958, 959, 960, 961, 963, and 964 C.D. 2023). As to the remaining appeal from the Contempt Order (Docket No. 965 C.D. 2023), we affirm." A copy of the Court's decision is available at http://urlcurt.com/u?l=Lv0n0k About JND Enterprises JND Enterprises, LLC -- https://jndproperties.com/ -- is a developer of multi-family homes. JND Enterprises filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21298) on June 15, 2023. In the petition signed by Joseph DeNardo, member, the Debtor disclosed $1 million to $10 million in both assets and liabilities. William G Krieger has been appointed as Subchapter V trustee. David Z. Valencik, Esq., at Calaiaro Valencik, serves as the Debtor's counsel. JOSE FUENTES: Property Sale Proceeds to Fund Plan Payments ---------------------------------------------------------- Jose Fuentes Construction, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business under Subchapter V. The Debtor is a corporation. Since 2013, the Debtor has been in the business of constructing and selling real property residences("Property"). Currently it owns 5 parcels of residential real property, in various stages of improvement, each one secured by notes and deeds of trust in favor of either CLE Capital Partners, LLC or De Witte Mortgage Investors, LLC. Debtor also owns 3 parcels of undeveloped Property. Debtor has no income and no operations except to sell all of the parcels "as is." The Debtor's financial projections show that the Debtor will have projected disposable income of $507,872. The final Plan payment is expected to be paid on July 31, 2024, which is anticipated to be six months after the effective date. Class 3 consists of Non-priority unsecured creditors. Class 3 creditors will be paid in full from sales of Debtor's Property within 120 days of the Effective Date. This Class is impaired. Class 4 consists of Equity security holders of the Debtor. Jose Fuentes, CEO, will retain his 100% ownership. Classes 2(A) through 2(H) will be paid by sales of Debtor's Property "free and clear" of liens pursuant to Sections 363(f)(4) and 1129(b) of the Code. Class 2(I) will be paid by sale of the creditor's collateral. Class 2(J) owed to Monterey County for property taxes will be paid as each property dealt with in Classes 2(A) through 2(H) is sold. Jose Fuentes, CEO will continue to serve in that capacity. Debtor has been negotiating with insiders for fair market sales of Debtor's Property, so it's possible that no brokers will need to be involved. A full-text copy of the Plan of Reorganization dated December 12, 2024 is available at https://urlcurt.com/u?l=fClBdz from PacerMonitor.com at no charge. Counsel to the Debtor: Stanley A. Zlotoff, Esq. Stanley A. Zlotoff, a Professional Corporation 300 S. First St. Suite 215 San Jose, CA 95113 Tel: (408) 287-5087 Fax: (408) 287-7645 E-mail: zlotofflaw@gmail.com About Jose Fuentes Construction Jose Fuentes Construction Inc. has been in the business of constructing and selling real property residences ("Property"). The Debtor sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-51400) on Sept. 13, 2024. In the petition filed by Jose Fuentes, as CFO/CEO, the Debtor estimated assets and liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Stephen L. Johnson handles the case. The Debtor is represented by Stanley A. Zlotoff, Esq. at STANLEY A. ZLOTOFF. JRL ENERGY: Court Approves Interim Use of Cash Collateral --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky, London Division granted JRL Energy, Inc., authorization of emergency motion for an interim order authorizing the use of cash collateral on an interim basis. The Debtor is authorized to use cash collateral in accordance with the budget attached to the Motion, with a 10% variance permitted for any given line item in the Budget. The Cash Collateral Creditors are granted replacement liens on all property of the Debtors, subject only to any valid and enforceable, perfected and non-avoidable liens of other secured creditors. The replacement liens are deemed effective, valid, and perfected as of the Petition Date without the need for further documentation. A further interim hearing on the Motion will be held on a date and time to be set by further notice and order of the Court. About JRL Energy, Inc. JRL Energy, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ken. Case No. 24-61173) with $0 to $50,000 in assets and $10 million to $50 million in laibilities. The petition was signed by Tim B. Lusby as CEO. Judge Hon. Gregory R Schaaf oversees the case. The debtor is represented by: Laura Day DelCotto Delcotto Law Group PLLC Tel: 859-231-5800 Email: ldelcotto@dlgfirm.com JUMPSTAR ENTERPRISES: Gets Interim OK to Use Cash Collateral ------------------------------------------------------------ JumpStar Enterprises LLC received interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to use cash collateral. The company requires the emergency use of cash collateral in the amount of approximately $236,000 for the next 30 days to meet regular expenses and continue its business operations. Its anticipated monthly income is approximately $250,000. The cash collateral will be used to pay operating expenses, including paying its 1099 contractors/drivers, office lease, truck yard access/storage, fuel, insurance, taxes, and other overhead costs to allow JumpStar to continue providing services to its customers. The United States Small Business Administration and Maxim Commercial Capital, LLC assert an interest in the cash collateral. Both secured creditors were granted valid, automatically perfected, and enforceable replacement liens of the same type and with the same priority as their pre-bankruptcy liens in post-petition assets. Due to the COVID-19 pandemic, JumpStar's revenues decreased dramatically. To ensure the company could remain operational and continue serving its customers, the company obtained a $500,000 Economic Injury Disaster Loan from the SBA in March 2022. The EID Loan accrues interest at an annual rate of 3.75% and does not mature until March 2052. The current balance is $546,682, and the company makes monthly payments of $2,575. The EID Loan is secured by a lien on all the company's tangible and intangible personal property, including cash collateral. The next hearing is scheduled for Jan. 15, 2025. About Jumpstar Enterprises LLC Jumpstar Enterprises LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-35874) on December 16, 2024. In the petition signed by Brian Tyson, manager, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Jeffrey P. Norman oversees the case. Lloyd A. Lim, Esq., at Kean Miller LLP, represents the Debtor as legal counsel. JUS BROADCASTING: Has Deal on Cash Collateral Access ---------------------------------------------------- Jus Broadcasting Corp and affiliates asked the U.S. Bankruptcy Court for the Eastern District of New York for authority to use cash collateral and provide adequate protection, in accordance with its agreement with JP Morgan Chase Bank and CESC-COVID EIDL Service Center. The parties agree that the companies may use cash collateral on a temporary basis up to February 5, 2025. The companies proposed to pay $3,500 per month to Chase and $1,000 per month to CESC-COVID EIDL Service Center as an adequate protection payment which payments were previously agreed to by the parties as acceptable monthly amounts. The companies will grant a replacement lien in post-petition collateral to the Secured Creditors, in their rank of priority, to compensate such creditor to the extent of the use of cash collateral, in priority, that is in the same validity, perfection and priority as existed as of the filing of the Chapter 11 case subject to priority in payment to the U.S. Trustee fees, the fees of a Chapter 7 Trustee of $10,000 and the fees of Court appointed professionals of the companies. A copy of the motion is available at https://urlcurt.com/u?l=rKkJJL from PacerMonitor.com. About Jus Broadcasting Corp Jus Broadcasting Corp sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 1-24-45180-jmm) on December 11, 2024. In the petition signed by Penny K, Sandthu, president and sole principal, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Leo Fox, Esq., at Law Office of Leo Fox, Esq., represents the Debtor as legal counsel. KANSAI INC: Gets Final OK to Use Cash Collateral ------------------------------------------------ Kansai, Inc., received interim approval from the U.S. Bankruptcy Court for the Southern District of Ohio to use cash collateral on a final basis. The Debtor is authorized to use cash collateral in accordance with the budget attached to the Order, with a 15% variance permitted for any given line item in the Budget. The Debtor must make monthly cash collateral payments to Huntington Bank (the "Lender") in the amount of $2,500.00. The Lender is granted a replacement lien on all property of the Debtor, including post-petition collateral, to secure the Senior Secured Indebtedness. The Order includes a monthly budget for the Debtor, which outlines projected a carve-out for the Subchapter V Trustee's fees and expenses of $107,700. About Kansai, Inc. Kansai, Inc. is an architectural millwork and metal fabrication company specializing in custom manufacturing for the hospitality industry including bars, restaurants, and retail. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-12574) on November 1, 2024. In the petition signed by Mark Barngrover, president, the Debtor disclosed $167,577 in assets and $2,072,772 in liabilities. Judge Beth A. Buchanan oversees the case. Eric W. Goering, Esq., at Goering and Goering, represents the Debtor as legal counsel. KKC RESTAURANTS: Gets Interim OK to Use Cash Collateral ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, granted KKC Restaurants, Inc., motion for an interim order authorizing post-petition use of cash collateral on an expedited and limited basis. The Debtor is authorized to use cash collateral to pay ordinary and necessary business expenses as set forth in the budget attached to the Motion, with a 10% variance allowed. The Debtor is required to provide adequate protection to claimants with an interest in the Debtor's cash collateral, including replacement liens with the same validity, priority, and extent as their pre-petition liens. A further hearing on the Motion is scheduled for January 8, 2025, at 1:30 p.m. About KKC Restaurants, Inc. KKC Restaurants, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-22845-MAM) on December 9, 2024. In the petition signed by Bobby Jo McKellar, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the Debtor as legal counsel. KL HOLDCO: Lightswitch Appointed to Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 3 appointed Lightswitch Architectural LA (WK Designs) as new member of the official committee of unsecured creditors in the Chapter 11 cases of KL Holdco, LLC and its affiliates. As of Dec. 23, the members of the committee are: 1. Mattel, Inc. Attn: Allyson Taketa 333 Continental Blvd. TWR 15-1 El Segundo, CA 90245 Phone: 310-252-6931 Email: allyson.taketa@mattel.com 2. Majestic Entertainment Partners, LLC Attn: David Simpson 37 Caswell Branch Rd. Freeport, FL 32439 Phone: 904-571-5726 Email: david@gomepllc.com 3. Lightswitch Architectural LA (WK Designs) Attn: Warren Kong 10265 Indiana Court Rancho Cucamonga, CA 91730 Phone: 321-239-2792 Email: wkong@lightswitch.net About KL Holdco KL Holdco, LLC, a Los Angeles-based company, and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-12711) on December 3, 2024. At the time of the filing, KL Holdco reported up to $50,000 in assets and $10 million to $50 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. Mark W. Eckard, Esq., at Raines Feldman Littrell, LLP is the Debtor's legal counsel. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. KODIAK GAS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed Kodiak Gas Services, LLC's Long-Term Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed Kodiak's senior unsecured notes at 'BB' with a Recovery Rating of 'RR4'. The Rating Outlook is Stable. Kodiak's rating reflects stable cash flows supported by fixed-fee, take-or-pay-type contracts, relatively low leverage and customer diversification, with some geographic concentration within the Permian Basin. The company's weighted average remaining contract life is relatively short compared with higher rated midstream issuers; however, Fitch recognizes Kodiak has long-standing customer relationships. Strong underlying fundamentals supporting the compression industry include an expected approximate doubling of U.S. Liquified natural gas (LNG) export capacity by the end of the decade, in addition to relatively constructive oil prices, as in the Fitch price deck. The Stable Outlook reflects expectations for continued high utilization rates on Kodiak's assets, driven by the company's rigorous and systematic fleet maintenance practices, as well as strong expected demand for the company's services. Key Rating Drivers Structural Tailwinds in Compression: There are several structural tailwinds supporting the compression industry, the most significant of which is the construction of multiple new North American LNG export facilities. Fitch expects U.S. LNG production to approximately double by 2030. These incremental LNG projects will require large amounts of natural gas, with contracted terms typically around 20 years. This is seen directly benefitting Kodiak, as its core operating areas are two regions (the Permian and Eagle Ford) with close proximity to LNG export facilities in the Gulf Coast. In the compressor market, there continues to be lengthened lead times for new compressors, as strong demand and supply chain issues have remained. This has allowed Kodiak to increase contract rates and length. Fitch's price deck over the forecast period is relatively constructive for Kodiak's main operating area, the Permian, supporting expectations for maintained drilling activity and consequently increased production of associated gas. Approximately 68% of Kodiak's horsepower (HP) is located in the Permian Basin, which Fitch considers to be a strong crude oil basin in the U.S. due to its relatively low breakeven cost of production. While Kodiak is not mainly concentrated in mature basins or dry gas basins, the extent of its business exposed to mature basins benefits from generally increasing gas to oil ratios, while its business in dry gas basins benefits from higher natural gas prices. Cash Flow Stability: Essentially all of Kodiak's EBITDA comes from fixed-fee, take-or-pay-type contracts with no volumetric or direct commodity price exposure. Additionally, Kodiak has a strong history of high utilization rates on its assets, achieving a greater than 94% utilization rate since 2019, and usually having a utilization rate very near full utilization. Kodiak's utilization rate slightly dipped in 2024, as the company worked to complete its acquisition of CSI Compressco LP (CSI) and to divest of and redeploy CSI's lower utilized assets. Kodiak's weighted average remaining contract term is under two years, with about 30% of contracts coming up for renewal within the next year. Fitch considers concerns over the shorter relative remaining contract tenor to be somewhat mitigated by Kodiak's long relationships with its customers. Kodiak has a focus on large HP units, and 75% of fleet HP is above 1,000 HP. Large HP units provide relatively higher barriers to exit, as moving compression equipment is costly due to the large size of those units. Roughly 11% of Kodiak's HP is contracted on a month-to-month basis, a further reflection of Kodiak's longstanding customer relationships. This number has increased slightly after the acquisition of CSI. Low Relative Leverage: Fitch expects leverage to decline modestly over the forecast from approximately 4.4x in 2024. Kodiak has a leverage target of 3.5x by YE 2025. Should Kodiak delever to its stated leverage target, it would position Kodiak strongly in its rating category, in Fitch's view. Fitch calculates leverage on an LTM basis, while Kodiak calculates leverage on a last quarter annualized basis. Customer Diversification, Some Geographic Concentration: Fitch views Kodiak as having good customer diversity and considers this to be supportive of Kodiak's credit quality. As of Sept. 30, 2024, approximately 27% of Kodiak's revenues came from its four largest customers, with one customer accounting for approximately 14% of total revenue. Its top customers are investment-grade entities, and approximately 60% of revenues come from investment grade counterparties. Approximately 68% of HP is located in the Permian, about 14% is in the Eagle Ford, and the remainder is spread among other U.S. regions. The significant exposure to the Permian Basin introduces a level of geographic concentration risk to Kodiak's credit profile. This is balanced against Fitch's relatively constructive view of the Permian Basin and the relatively favorable production dynamics in the region due to lower breakevens. Derivation Summary Kodiak's closest peers within Fitch's midstream coverage are USA Compression Partners, LP (USAC; BB/Stable) and Archrock, Inc. (Archrock; BB/Stable). All three companies are large-HP focused natural gas compression service providers operating in the U.S. operating almost exclusively under fixed-fee, take-or-pay type contracts. The companies are also similar in size, with around $500 million-$600 million in EBITDA, and the companies share similar levels of counterparty diversity and quality. Kodiak has more geographic concentration, with about 80% of revenue coming from two regions, versus approximately two-thirds of revenue for USAC and Archrock's top two regions. One difference between the companies is their approach to growth. Kodiak is the youngest of the three companies, but has quickly grown to having the largest fleet, whether through acquisitions or larger amounts of growth capex. USAC takes a more conservative approach to growth, as demonstrated most recently by its pre-ordering of new compressors in 2022 to be deployed in 2023 and early 2024, followed by its plan to maintain a more disciplined growth capex approach for 2025. Archrock takes a similar approach to USAC, choosing to practice capital discipline throughout the cycle. Another difference between the three companies is the amount of exposure to month-to-month contracts, which in turn affects the weighted average remaining contract term. As of the end of September 30, 2024, Kodiak had 11% of its contracts exposed to month-to-month terms, while USAC had 13% exposure and Archrock had larger exposure than both. While these numbers tend to fluctuate with market and issuer specific dynamics, the exposure to monthly revenues of Kodiak and USAC tend to range lower and the companies are therefore subject to less potential revenue volatility than Archrock. Fitch expects Kodiak's leverage to be 4.4x in 2024 and for leverage to trend down and remain strong for its rating category over the forecast period. Kodiak has a publicly stated leverage target of 3.5x by YE 2025. USAC's leverage is expected to be about 4.3x in 2024, and Archrock's leverage is expected to remain around 3.5x through 2026, in line with its publicly stated leverage target of 3.0x-3.5x. With slightly higher business risk at Kodiak, due to higher geographic concentration and a more aggressive growth strategy, offset by Fitch's constructive view of the Permian Basin, Kodiak's lower exposure to month-to-month contracts and lower expected leverage, Fitch rates Kodiak, USAC and Archrock at the same IDR level. Key Assumptions - Oil and gas production consistent with commodity prices in the Fitch Price Deck; - Utilization rates remain strong over the forecast; - Interest rate hedging policy remains in place over the forecast; - Dividends and capex grow as per the company's publicly announced policy; - Base interest rate applicable to the ABL reflects the Fitch Global Economic Outlook. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage expected to be at or above 5.0x on a sustained basis; - An acquisition or organic growth strategy that significantly increases business risk. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade--EBITDA leverage expected to be at or below 4.0x on a sustained basis. Liquidity and Debt Structure Liquidity Adequate: As of Sept. 30, 2024, Kodiak had $7 million of cash on its balance sheet and approximately $300 million of availability on its $2.2 billion Asset Based Loan (ABL) facility due in March 2028. Fitch notes that the ABL facility currently provides most of the debt in the capital structure, and the borrowing base is subject to an annual determination. Kodiak's nearest debt maturity is the ABL in 2028. Financial covenants require Kodiak to have a minimum interest coverage ratio of 2.5x, a maximum leverage ratio that steps down from a current level of 5.75x to 5.25x after March 31, 2025, and a secured leverage ratio that steps down from 3.75x to 3.25x after March 31, 2025. As of Sept. 30, 2024, Kodiak was in compliance with these covenants. Fitch expects Kodiak to remain in compliance with its financial covenants over the forecast period. Kodiak has a financial policy of hedging 70%-80% of its floating rate debt with interest rate swaps. This policy helps mitigate floating rate exposure, and Fitch expects the policy to remain in place over the forecast period. Issuer Profile Kodiak Gas Services, LLC provides compression services to upstream and midstream companies in the United States. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Kodiak Gas Services, LLC LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB KYLE CHAPMAN: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Kyle Chapman Motor Sales, L.P., along with KCMS Premier Credit, Inc., and Cavalier Lamar Holdings, L.P., asked the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, for authority to use cash collateral and provide adequate protection. Despite having paid Frost Bank over $4.4 million in adequate protection payments per the previously entered cash collateral order, the secured lender has withdrawn consent in response to the Debtor's requests for a reduced payment to retain cash for liquidity. Fearing a complete drain of its operating capital, the Debtor made a reduced payment. Thus, the Debtors seek emergency use of cash collateral on the grounds that Frost Bank is fully secured and adequately protected. The Debtors recognized Frost Bank as its secured creditor which has a security interest across the assets of the three estates. To finance the operations of the Debtors, KCMS Premier took out a revolving line of credit with Frost Bank in 2018. In addition to the revolving line of credit, which was originally capped at $15 million, the Loan Agreement included a mortgage to an affiliate Cavalier Lamar Holdings, L.P. for $2.8 million. The Debtors estimate that the total amount owing on the Loan Agreement to be approximately $13.6 million (comprising $11.7 million in principal on the Revolving Line of Credit and approximately $1.9 million in the Term Loan). As of today, the Debtors have approximately $625,861 in cash; $12.8 million in Finance Receivables, and $6.8 million in otherwise unencumbered real property pledged to the debts created by the Loan Agreement. Since the entry of the Final Order, with the exception of one oversight, the Debtors have provided the required reports to Frost. Despite the Debtors' efforts to engage Frost to amend the weekly payments, Frost has refused to consent to a modification of the weekly $100,000 payments. On December 12, 2024, the Debtors, uncertain that they could further diminish the cash balance and successfully exit the bankruptcy, made a $50,000 Adequate Protection Payment on December 12, 2024. Separate and apart from the weekly Adequate Protection Payments, Cavalier Motors has made its monthly mortgage payments of approximately $22,000. Since the Petition Date, the revenue stream from the Notes Receivables has diminished as the Debtor directed a large portion of its income to paying Frost as opposed to purchasing new inventory and replenishing the Notes Receivable. As a result, both the Notes Receivables and the outstanding debt owed to Frost have reduced. However, if the Debtors are to propose a viable plan of reorganization, it needs to retain its liquidity to purchase inventory and therefore seeks to modify the cash collateral budget. As adequate protection, the Debtors propose ongoing weekly payments of $50,000 to the Lender in exchange for the use of the Lender's Pre-petition collateral, the continuation of the automatic stay against the Lender's collection, sale or realization upon its Pre-Petition Collateral, and for the post-petition diminution in value of Lender's PrePetition Collateral. Any other creditor holding a perfected pre-petition lien on the Debtor's cash will be granted a replacement lien pursuant to 11 U.S.C. section 361(2), solely to the extent cash collateral is used. A copy of the motion is available at https://urlcurt.com/u?l=qDDKtx from PacerMonitor.com. About Kyle Chapman Motor Sales Kyle Chapman Motor Sales, L.P. is a family-owned and operated automobile dealer in Buda, Texas. Kyle filed Chapter 11 petition (Bankr. W.D. Tex. Case No. 24-10143) on Feb. 13, 2024, with $1 million to $10 million in both assets and liabilities. Judge Shad Robinson oversees the case. Todd Headden, Esq., at Hayward PLLC is the Debtor's legal counsel. L & L CONSTRUCTION: Amends Plan to Include Karen Durden Claim ------------------------------------------------------------- L & L Construction Services, LLC, submitted a Second Amended Plan of Reorganization dated December 13, 2024. This Plan of Reorganization proposes to pay creditors of the Debtor out of cash flow from the normal operations of the Debtor's business and employee retention credit fund ("ERC Funds") that the Debtor has not yet received but has applied for. The Debtor estimates that the net amount of ERC Funds due to the estate could be as much as $150,000.00. The sole-owner of the Debtor, Jeffrey Strickland, will remain in that role post confirmation. This Plan provides for the payment of two classes of secured claims, one class of general unsecured claims, and one class of equity security holders. This Plan provides for the payment of administrative and priority claims in full. Class 2 consists of Secured Claim of Karen Durden pursuant to Settlement Agreement ($100,000.00). Pursuant to the Settlement Agreement attached to the Motion for Approval of Compromise and Settlement between the Debtor and Karen Durden (the "Settlement Motion,"), the Debtor will pay Karen Durden $100,000.00 from Employee Retention Credit funds ("ERC Funds") the Debtor expects to receive in full settlement of Ms. Durden's administrative expense claims and other claims against the Debtor and its principal (the "Settlement Payment"). Class 2 consists of General Unsecured claims. The class of general unsecured claims shall receive, at minimum, a total dividend of $12,000.00 paid pro-rata by the Debtor amongst the creditors in this class. Payments shall commence on the fifteenth day of the month, on the first month that begins more than ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. The Debtor shall pay a total of $1,000.00 per quarter for a total of 12 payments (disbursed pro-rata). Additionally, after the payment of administrative expenses and the Settlement Payment to Karen Durden (Debtor's attorneys' fees and fees owed to the Subchapter V Trustee), any funds remaining from the anticipated ERC funds will be paid to the creditors in Class 2 on a pro rata basis. General Unsecured Creditors include: Swift Financial, LLC (acquired from Paypal, Inc. according to Proof of Claim) ($30,754.52); Karen Durden ($765,000.00); East Shore Equities ($95,000.00); QFS Capital ($124,055.14); and Regal Capital ($20,000.00). Class 2 is impaired. The Debtor shall fund its Plan from the continued operations of its business. Additionally, the ERC Funds will be dedicated to the Plan and the Settlement Agreement with Karen Durden. The Debtor will submit the ERC Funds to the trust account of its counsel for distribution in accordance with this Plan and the Settlement Agreement with Karen Durden. Unless otherwise ordered by the Court, the Debtor will make the payments under this Plan, rather than the Subchapter V Trustee. A full-text copy of the Second Amended Plan dated December 13, 2024 is available at https://urlcurt.com/u?l=k3cKVL from PacerMonitor.com at no charge. Counsel for the Debtor: Robert C. Bruner, Esq. Byron Wright III, Esq. Samantha A. Kelley, Esq. Bruner Wright, PA 2810 Remington Green Circle Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 Email: rbruner@brunerwright.com twright@brunerwright.com skelley@brunerwright.com About L & L Construction L & L Construction Services, LLC is a small construction company in Tallahassee, Florida that primarily handles residential construction and remodels. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-40336) on Aug. 29, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Byron Wright, III of Bruner Wright, P.A. represents the Debtor as legal counsel. LAMB WESTON: Continues to Defend Antitrust Law Violation Suit ------------------------------------------------------------- Lamb Weston Holdings Inc. disclosed in its Form 10-Q Report for the quarterly period ending November 2, 2024 filed with the Securities and Exchange Commission on December 5, 2024, that the Company continues to defend itself from an antitrust law violations suit in the United States District Court for the Northern District of Illinois. In November 2024, a class action complaint was filed in the U.S. District Court for the Northern District of Illinois against the Company, certain of its subsidiaries and a number of other producers of frozen potato products alleging violations of antitrust laws. Additional class action complaints were later filed in the same court, based on similar allegations, bringing antitrust claims on behalf of putative classes of direct purchasers, commercial and institutional indirect purchasers, and end-consumer indirect purchasers. Some complaints name a data provider and a trade association as defendants, in addition to producers of frozen potato products. The complaints allege, among other things, that beginning at least as early as January 1, 2021, the defendants conspired to raise the price of frozen potato products above competitive levels in violation of U.S. antitrust laws by coordinating prices of frozen potato products and imposing lockstep price increases, allegedly facilitated by the exchange of non-public information about prices and production. The complaints on behalf of the putative classes of indirect purchasers also assert claims under various state laws, including state antitrust laws, unfair competition laws, consumer protection statutes, and common law unjust enrichment. The relief sought in the complaints includes treble damages, injunctive relief, pre- and post-judgment interest, costs and attorneys' fees. Class actions based on similar allegations have also been filed in Canada, in the Supreme Court of British Columbia and the Superior Court of Quebec. The Company believe these complaints lack merit and intend to vigorously defend against the allegations. Given the preliminary stage of the proceedings, it is7777777777777777777777777777777777777777777777777777777777777777 currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result. Lamb Weston Holdings, Inc. is a leading producer, distributor, and marketer of value-added Frozen Potato Products.[BN] LAVIE CARE: No Complaints at N.C. Facilities, 2nd PCO Report Says ----------------------------------------------------------------- Victor Orija, the patient care ombudsman, filed his second report regarding the quality of patient care provided at the North Carolina nursing facilities operated by LaVie Care Centers, LLC's affiliates. Visits were conducted by the regional long-term care ombudsmen who report programmatically to the State Long-Term Care Ombudsman (SLTCO) who is housed within the NC Division of Aging. All the facilities are skilled nursing facilities. Regional ombudsmen conducted visits to the 6 facilities between Sept. 12 and Nov. 12. There was no evidence of staffing shortage. Residents that met with the ombudsmen did not indicate any issues that adversely impacted quality of care. Staffing was adequate. Information about activities was posted and patients who desired seemed to be engaged in activities. Regional ombudsmen will continue to visit and meet with residents to ensure that they are receiving the highest quality of care and that the bankruptcy reorganization does not have any adverse impact on their quality of care. The SLTCO personally visited facilities which included Hunter Woods, Wilora Lake, Forest Oaks, Transitional Health, Willowbrook, Walcove Health, Gateway Rehab, and Emerald Ridge. In all cases, patient care was not an issue. Environment was clean. Patient daily census in relationship to patient capacity was not an issue. The ombudsman noted that the patients, families and staff did not raise concerns about the quality of care but expressed great gratitude for the staff. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=6x4c4Q from Kurtzman Carson Consultants, LLC, claims agent. About Lavie Care Centers LaVie Care Centers, LLC, is the parent company of skilled nursing facility operators and providers, with facilities primarily located in Mississippi, North Carolina, Pennsylvania and Virginia. The company operates 43 licensed facilities, with 4,300 beds, providing short-term rehabilitation, comprehensive post-acute care, and long-term care to its residents. On June 2 and 3, 2024, LaVie Care Centers and 281 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 24-55507), before Judge Paul Baisier in Atlanta. The Debtors tapped McDermott Will & Emery, LLP as legal counsel; Stout Capital, LLC as investment banker; and Ankura Consulting as financial advisor. M. Benjamin Jones, senior managing director at Ankura, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims agent, and maintains the page http://www.kccllc.com/LaVie The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The U.S. Trustee also appointed Joani Latimer as patient care ombudsman for patients at the Debtors' Virginia facilities; Victor Orija for North Carolina facilities; Lisa Smith for the Mississippi facilities; Margaret Barajas for the Pennsylvania facilities; and Terri Cantrell for the Florida facility. LCS UNLIMITED: Gets Final OK to Use Cash Collateral --------------------------------------------------- L.C.S. Unlimited, LLC received final approval from the U.S. Bankruptcy Court for the Middle District of Alabama to use cash collateral. The final order authorized the company to use cash collateral, including accounts receivable and proceeds, for necessary business expenses such as wages, taxes, insurance, rent, and utilities. L.C.S. was ordered to provide adequate protection to its secured creditors in the form of a replacement lien to the extent the value of their liens is decreased by the company's use of their cash collateral. The company's banks were authorized to process transactions in the ordinary course of business, including pre-bankruptcy checks and service charges. About L.C.S. Unlimited L.C.S. Unlimited, LLC filed Chapter 11 petition (Bankr. M.D. Ala. Case No. 24-32330) on Oct. 15, 2024, with $1 million to $10 million in both assets and liabilities. The petition was signed by Lisa C. Sweeney as member. Judge Christopher L. Hawkins oversees the case. Anthony B. Bush, Esq., at The Bush Law Firm, LLC is the Debtor's bankruptcy counsel. LIFOD HOME: No Patient Care Complaints, 6th PCO Report Says ----------------------------------------------------------- Joseph Tomaino, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the District of Massachusetts his sixth report regarding the quality of patient care provided by Lifod Home Health Care, LLC's home health care facility. The PCO cited that the company was interviewed for this report and stated that it continues to negotiate with the Attorney General for closure of the legal case. In the meantime, Lifod reported that clinical operations are continuing in a limited manner, and five patients are currently under care. Three of them are covered under MassCare and two are from other payors than the Commonwealth. The PCO observed that Lifod has been able to provide staff for these cases and meet their payroll. Moreover, the company reported having sufficient supplies. Mr. Tomaino received no complaints regarding the company during the period. Based on the low-level risk determination, the PCO will interview a clinical staff person involved with care to ensure that supplies are available, and supervision and support are being provided now that operations have resumed. A copy of the PCO report is available for free at https://urlcurt.com/u?l=VCqDaj from PacerMonitor.com. The ombudsman may be reached at: Joseph J. Tomaino Grassi Healthcare Advisors LLC 750 Third Ave New York, NY 10017 (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About Lifod Home Lifod Home Health Care, LLC, a provider of home health care services, filed Chapter 11 petition (Bankr. D. Mass. Case No. 23-40476) on June 13, 2023, with $100,001 to $500,000 in assets. Judge Elizabeth D. Katz oversees the case. S. James Boumil, Esq., at Boumil Law Offices represents the Debtor as bankruptcy counsel. Joseph J. Tomaino is the patient care ombudsman appointed in the Debtor's case. The ombudsman is represented by the law firm of Rimon P.C. LIKEMIND BRANDS: Unsecureds Will Get 10% of Claims in Plan ---------------------------------------------------------- Likemind Brands, Inc., filed with the U.S. Bankruptcy Court for the Western District of Michigan a Combined Disclosure Statement and Plan of Reorganization dated December 13, 2024. The Debtor is a Michigan corporation formed in 2016. The Debtor is an online commerce seller of various products such as toys, restaurant supplies and care care products. The Debtor's shareholders are and have always been Justin Trump and his wife Hallie Trump, each of whom own fifty percent of the issued and outstanding stock in the Debtor. The Plan Proponent's financial projections show that the Debtor will have projected income of at least $15,000.00 per month to fund the Plan payments. The final Plan payment is expected to be paid on December 15, 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations. Class 5 consists of all non-priority unsecured claims. The Debtor estimates the total claims in this Class will be approximately $1,572,000. The claims in this class shall be paid a pro rata share of monthly installments of $3,400 commencing January 15, 2026 through December 15, 2029, for a total of $163,200 to be distributed to Class 5 claimants. Class 5 claimants are estimated to receive approximately 10% of the allowed amount of their claims. Class 5 is impaired. Class 6 consists of Equity Interest Holders. The equity interest holders will retain their equity interests under this Plan. The Debtor will implement the Plan by continuation of its business operations and making the payments from its ongoing cash flow. A full-text copy of the Combined Disclosure Statement and Plan dated December 13, 2024 is available at https://urlcurt.com/u?l=zbIxys from PacerMonitor.com at no charge. Counsel to the Debtor: Perry G. Pastula, Esq. Dunn, Schouten & Snoap 2745 De Hoop Avenue SW Wyoming, MI 49509 Tel: (616) 538-6380 Fax: (616) 538-4414 Email: ppastula@dunnsslaw.com About LikeMind Brands Inc. LikeMind Brands Inc. is a privately held e-commerce retailer. LikeMind Brands Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-02042) on August 2, 2024. In the petition filed by Justin Trump, as president, the Debtor reports total assets of $515,939 and total liabilities of $2,051,905. The Honorable Judge James W. Boyd presides over the case. Perry G. Pastula, Esq., at Dunn Schouten & Snoap PC, serves as counsel to the Debtor. LODGING ENTERPRISES: Gets OK to Use Cash Collateral Until March 31 ------------------------------------------------------------------ Lodging Enterprises, LLC received interim approval from the U.S. Bankruptcy Court for the District of Kansas to use cash collateral until March 31 next year. The interim order signed by Judge Dale Somers approved the use of cash collateral to pay the company's operating expenses in accordance with its budget. The budget shows total cash outflow of $5,919,464 for January, $5,380,953 for February, and $6,287,570 for March. As adequate protection, the interim order granted replacement liens to the so-called pre-petition secured parties to the same extent and with the same priority as their pre-bankruptcy liens; and a superpriority administrative expense claim. In addition, Lodging Enterprises was ordered to make a monthly payment of $883,306 to the pre-petition secured parties. The final hearing is set for March 27. Objections are due by March 13. About Lodging Enterprises Founded in 1984, Lodging Enterprises, LLC, a company in Wichita, Kansas, offers a full suite of crew accommodations, specializing in 24-hour food, lodging and hospitality services. A large segment of the company's clientele is composed of railroad and other transportation-industry workers for whom it is essential that lodging is available. The company owns and operates 44 Wyndham-branded hotels and 27 restaurants located in 23 states across the United States. Lodging Enterprises filed Chapter 11 petition (Bankr. D. Kan. Case No. 24-40423) on June 26, 2024, with $100 million to $500 million in both assets and liabilities. Judge Dale L. Somers oversees the case. Jonathan Margolies, Esq., at Seigfreid Bingham, P.C., is the Debtor's legal counsel. LONESTAR FIBERGLASS: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------------- Lonestar Fiberglass Components of Texas, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the continued use of cash collateral to make payments on, among other things, fuel, taxes, insurances, payroll and payroll expenses, utility charges, and the costs of supplies used in the operation of the business. When the chapter 11 case commenced, multiple creditors asserted interests in the Debtor's cash collateral, Comerica Bank holds the senior interest in cash collateral in connection with a loan made in 2019. Comerica Bank also holds the Debtor's guaranty in favor of another entity owned by the Debtor’s principal, Christopher Owens. That entity confirmed a plan in its case, CDO Lonestar Investments LLC, case no. 24-50672-mmp (W.D. Tx) Comerica's claim is for about $6.9 million. Kapitus LLC, holds the second position security interest in the Debtor's cash collateral. Libertas Funding LLC, a Connecticut LLC as nominee for Webbank, a Utah corporation, holds the third and junior position. The Debtor believes that both Kapitus and Libertas are effectively unsecured by virtue of the size of Comerica's claim. As of the Petition Date, the Debtor's cash collateral included monies in the bank of approximately $5,000 and receivables of approximately $176,000, of which $60,478 is over 90 days. As this is the quiet season for the Debtor, its work in progress is minimal with a value of perhaps $175,000. The book value of Debtor's equipment and other personal property is near $1 million. The Debtor proposes to provide adequate protection to the Secured Creditors, to the extent the Court requires, in the form of the following: a. Replacement liens on all post-petition monies and accounts receivable acquired by the Debtor since the filing of the petition and generated by the use of cash collateral with the same priority, validity and extent as existed prepetition; b. Continued operation of the business, insuring the business and generating new cash collateral; and c. Remaining current on all post-petition tax obligations and timely filing tax returns as they become due. The Debtor does not, at present, propose making an adequate protection payment to Comerica as the Debtor is in the slow season in its business. Comerica, in addition to be secured by assets of this estate, also holds the senior interest in a building commonly known as 7570 IH 35 New Braunfels, Comal County Texas and which is on the market for sale with Comerica to receive the net proceeds. A copy of the motion is available at https://urlcurt.com/u?l=XsbPLw from PacerMonitor.com. About LoneStar Fiberglass LoneStar Fiberglass manufactures fiberglass swimming pools and spas and sells them directly and through dealers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-52593-mmp) on December 19, 2024. In the petition signed by Chris Owens, managing member, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Michael M. Parker oversees the case. Morris Eugene 'Trey' White III, Esq., at Villa & White LLP, represents the Debtor as legal counsel. LORDSTOWN MOTORS: Court Stays Hon Hai, et al. Adversary Case ------------------------------------------------------------ Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware will stay case captioned as Lordstown Motors Corp. and Lordstown EV Corporation, Plaintiffs, v. Hon Hai Precision Industry Co., Ltd (a/k/a Hon Hai Co., Ltd (a/k/a Hon Hai) Technology Group), Foxconn EV Technology, Inc., Foxconn Ventures Pte. Ltd., Foxconn (Far East) Limited, and Foxconn EV System LLC, Defendants, Adv. No. 23-50414 (MFW) (Bankr. D. Del.), The Plaintiffs' Complaint alleges that the Defendants induced the Plaintiffs to enter into a series of agreements, promising support through investment and expertise, while intending to acquire the Plaintiffs' most valuable asset, their manufacturing plant, for themselves without fulfilling those promises. The Complaint contains eleven counts: seven for breach of contract, two for fraud, one for tortious interference with contract, and one seeking equitable subordination of the Defendants' claims and equity interests pursuant to section 510(c) of the Bankruptcy Code. On September 29, 2023, the Defendants filed a Motion to Dismiss the Complaint in favor of arbitration, or in the alternative, for failure to state a claim. The Motion was opposed by the Plaintiffs and the Equity Committee. After briefing, the Court entered an Order and Opinion on August 1, 2024, granting in part and denying in part the Defendants' Motion to Dismiss. The Court dismissed Counts Six and Nine because they are subject to valid arbitration provisions but denied the Motion as to the other counts, concluding that they were not the subject of any arbitration agreement. On August 12, 2024, the Defendants appealed the portion of the Opinion and Order denying their Motion to Dismiss the Plaintiffs' other claims in favor of arbitration. On August 29, 2024, the Defendants filed a Motion to Stay the adversary proceeding pending appeal. The Defendants argue that the Supreme Court's decision in Coinbase mandates an automatic stay of this adversary proceeding because the Defendants filed an appeal from the Court's denial of a motion seeking to enforce its right to arbitrate. In Coinbase, the Supreme Court held that a district court must stay its proceedings pending an interlocutory appeal of the arbitrability of the case. The Defendant argues that Coinbase mandates that this adversary proceeding be automatically stayed pending its appeal of the issue of which forum (arbitration or the Bankruptcy Court) should decide the merits of the remaining Counts of the Complaint. Otherwise, the Defendants contend, "many of the asserted benefits of arbitration (efficiency, less expense, less intrusive discovery, and the like) would be irretrievably lost" by them. The Plaintiffs disagree on several grounds. The Plaintiffs first argue that the Supreme Court in Coinbase acknowledged that bankruptcy appeals are exceptions to its holding that appeals of arbitration issues are automatically stayed. The Plaintiffs also argue that the text of Coinbase itself makes it clear that its ruling is not applicable to appeals of bankruptcy court orders. They note that the Supreme Court in Coinbase explicitly refers only to "district courts" and makes no reference to bankruptcy courts or to lower courts generally. The Defendants argue that the principles on which the Coinbase Court made its ruling apply to all lower courts, not exclusively to district courts. Those policies include assuring that the benefits of arbitration are not irretrievably lost if the party seeking arbitration appeals the denial of its arbitration request and is forced to litigate while its appeal is pending. The Defendants assert that parties in bankruptcy cases should have the same substantive rights as parties in district court cases, namely the right Coinbase provides to an automatic stay pending appeal of orders denying arbitration. The Court agrees with the Defendants that the Supreme Court's reference to "district court" in Coinbase was not meant to exclude bankruptcy courts from the effect of its ruling. It concludes that the reference in the Coinbase decision to "district courts" does not suggest that it is not applicable to bankruptcy courts. The Plaintiffs argue that the basis for the different divestiture rule applies equally to main bankruptcy cases and to adversary proceedings. They contend that adversary proceedings are not independent civil litigation but are part of the broader bankruptcy case. The Court agrees with the Plaintiffs that bankruptcy practice and procedure is generally different from civil litigation in district courts. However, it agrees with the Defendant that the policy behind these different practices and procedures in bankruptcy cases is not applicable to the instant adversary proceeding. It also agrees with the Defendants' argument that this adversary proceeding is more akin to a civil action in district court than to a typical bankruptcy matter. The Plaintiffs argue nonetheless that the adversary proceeding is not stayed by the Defendants' appeal because, even if Coinbase does apply, the Supreme Court acknowledged in that case that frivolous appeals should not be stayed. The Plaintiffs contend that the Defendants' appeal in the instant case is frivolous because (1) they were not parties to the arbitration clauses on which the Defendants rely, and (2) the remaining claims are based on contracts that have no arbitration clauses. The Defendants argue that this appeal is not frivolous and that their arguments with respect to arbitrability warrant appellate review. They maintain that, contrary to this Court's conclusion, the remaining claims are not beyond the scope of the arbitration agreements. The Court agrees with the Defendants that their argument is not frivolous, even though the Court disagreed with that argument in deciding the Motion to Dismiss. Although only two of the parties' agreements contain arbitration provisions and although not all the agreements are between the same parties, the Court concludes that there is a facially valid argument that the agreements and parties are so inter-related that an appellate court could conclude that all claims under those agreements should be arbitrated. Therefore, the Court concludes that the Defendants' argument is not frivolous and that the Coinbase mandate of a stay pending appeal is applicable. Accordingly, the Court concludes that all further matters in this adversary proceeding are automatically stayed under the authority of Coinbase pending a ruling on the appeal. In light of this ruling, it need not address the Plaintiffs' argument that the Defendants have not met the standards required by bankruptcy caselaw and procedure for a stay pending appeal. Nor does it need to address the Plaintiffs' argument that the Defendant is not entitled to an extension of the time to answer the complaint. A copy of the Court's decision is http://urlcurt.com/u?l=alvVvz About Lordstown Motors Corp. Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- was an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Mich. and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before Judge Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A., as bankruptcy counsels; Baker & Hostetler, LLP as special counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. 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 Troutman Pepper Hamilton Sanders, LLP, as legal counsel and Huron Consulting Group Inc. as financial advisor. In October 2023, Lordstown Motors received Bankruptcy Court approval to sell its manufacturing assets to a new company affiliated with its founder and former CEO Stephen Burns for $10.2 million. LAS Capital, majority-owned by Burns, acquired the Debtors' intellectual property, business records, and machinery including assembly lines for electric vehicle motors and batteries. The Debtors later renamed to Nu Ride Inc. The Court on March 6, 2024, confirmed the Debtors' Third Modified First Amended Joint Chapter 11 Plan. The Plan was declared effective on March 14, 2024. LUMIO HOLDINGS: Unsecureds' Recovery "Unknown" in Liquidating Plan ------------------------------------------------------------------ Lumio Holdings, Inc., and Lumio HX, Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated December 13, 2024. Lumio was founded in December 2021 with the strategic combination of four regional residential solar installation businesses. Lumio was a leader in personalized renewable energy, delivering top-tier residential solar solutions to its customers across the nation. The Debtors filed these chapter 11 cases to pursue a sale of all or substantially all of their Assets with the goal of maximizing the recovery for their Estates and Creditors. To that end, the Bankruptcy Court entered the Bidding Procedures Order granting certain of the relief sought in the Sale Motion, including, among other things, (a) approving the bidding procedures, which established the key dates and times related to the Sale and auction, (b) approving assumption procedures, and (c) authorizing the Debtors' entry into and performance under the Stalking Horse Agreement. The Bidding Procedures Order also established a bid deadline of October 7, 2024. In early October 2024, White Oak advised the Debtors that it would not proceed with the purchase of the Debtors' Assets pursuant to the Stalking Horse Agreement. The Debtors and their advisors pivoted to find an alternative buyer for the Debtors' assets to avoid the conversion of these chapter 11 cases to chapter 7 to the detriment of all stakeholders. Houlihan engaged in a broad outreach of both financial investors and strategic companies, including potential buyers previously identified in the Debtors' sale process. As a result of this process, negotiations between the Debtors and Zeo began in earnest. The parties engaged in extensive, arm's-length, good faith negotiations, and thereafter entered into the Asset Purchase Agreement on October 25, 2024. The Asset Purchase Agreement provides for a purchase price of the Debtors' Assets of (i) $4 million in cash proceeds, which is subject to White Oak's Liens in the Debtors Assets and White Oak's Liens pursuant to the Final DIP Order, (ii) the Equity Interests, and (iii) the assumption of the Assumed Liabilities. Pursuant to the Asset Purchase Agreement, the Equity Interests were transferred to White Oak as DIP Lender. On November 1, 2024, the Court entered the Sale Order approving the Sale of the Debtors' Assets to the Purchaser pursuant to the Asset Purchase Agreement. On November 4, 2024, the Sale approved by the Sale Order closed. In connection with the Sale to the Purchaser, the Debtors, White Oak and the Committee again engaged in good-faith discussions which resulted in the Settlement Term Sheet. The material terms of the Settlement Term Sheet have been incorporated into this Combined Disclosure Statement and Plan and include, among other things: * White Oak's agreement to waive its Adequate Protection Liens (as defined in the Final DIP Order) and vote in favor of the Plan; * the Committee's recommendation that members of the Committee vote in favor of the Plan; * White Oak's agreement to pay the reasonable and documented expenses incurred by the Liquidating Trust to pursue recoveries from the Unsold Claim Assets; * the funding of the Liquidating Trust; * increasing the Carve-Out (as defined in the Final DIP Order) by $600,000 to satisfy the reasonable and documented fees and expenses incurred by the Committee's Professionals; * the GUC Recovery to General Unsecured Creditors; * the Prepetition Secured Term Loan Claims Distribution to the Prepetition Secured Term Loan Parties; * the recovery by White Oak of the Other Unsold Assets Proceeds; and * the exculpation and release of certain parties, including (i) the Debtors' current officers and directors, and VRS Restructuring Services, LLC; (ii) the members of the Committee; and (iii) the Related Parties of each of the foregoing. Following the Sale of substantially all of the Debtors' Assets to the Purchaser, the Debtors are focused principally on winding down their Estates. The Liquidating Trust Assets consist of Cash, the Unsold Claim Assets, and the Other Unsold Assets pursuant to the Settlement Term Sheet. This Plan provides for the Liquidating Trust Assets to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan. Class 4 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, settlement, and release of and in exchange for its Allowed Class 4 Claim, its Pro Rata share of the GUC Recovery. The allowed unsecured claims total $24,400,000.00 to $111,919,292.02. Holders of other general unsecured claims are impaired and their projected recovery is still "unknown." Class 6 consists of Equity Interests. On the Effective Date, all Equity Interests shall be deemed canceled, extinguished, and discharged and of no further force or effect, and the Holders of Equity Interests shall not be entitled to receive or retain any property on account of such Interests. On the Effective Date, the Debtors shall be automatically and immediately deemed dissolved, in accordance with section 303 of the Delaware General Corporation Law without the necessity for any other or further actions to be taken by or on behalf of the Debtors or payments to be made in connection therewith. The Liquidating Trust shall be established and shall become effective on the Effective Date. Upon the occurrence of the Effective Date, (a) the members of each Debtor's board of directors or managers, as the case may be, shall be deemed to have resigned; and (b) the Liquidating Trust Assets shall be transferred to the Liquidating Trust in accordance with this Plan. The Liquidating Trust Assets shall vest in the Liquidating Trust free and clear of all Liens, claims, and interests. A full-text copy of the Combined Disclosure Statement and Plan dated December 13, 2024 is available at https://urlcurt.com/u?l=IMRmgu from Stretto, Inc., claims agent. Counsel to the Debtors: Robert J. Dehney, Sr., Esq. Matthew B. Harvey, Esq. Matthew O. Talmo, Esq. Scott D. Jones, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 North Market Street, 16th Floor PO Box 1347 Wilmington, DE 19899-1347 Tel: (302) 351-9353 Fax: (302) 658-3989 Email: rdehney@morrisnichols.com About Lumio Holdings Lumio Holdings, Inc., is a privately-held residential solar provider in Lehi, Utah, which is fully vertically integrated with a full suite of photovoltaic solar system sales, installation and operations. Lumio Holdings and Lumio HX, Inc. filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11916) on Sept. 3, 2024. Jeffrey T. Varsalone, 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 J. Kate Stickles oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP, Houlihan Lokey Capital, Inc. and C Street Advisory Group as legal counsel, investment Banker and strategic communications advisor, respectively. Stretto, Inc. is the claims and noticing agent and administrative advisor. M & M BUCKLEY: Case Summary & One Unsecured Creditor ---------------------------------------------------- Debtor: M & M Buckley Management Inc. 5111 Sauk Trail Suite C Richton Park, IL 60471 Chapter 11 Petition Date: December 23, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-19108 Judge: Hon. Janet S Baer Debtor's Counsel: Gregory K. Stern, Esq. GREGORY K. STERN, P.C. 53 West Jackson Boulevard Suite 1442 Chicago, IL 60604 Tel: (312) 427-1558 Fax: (312) 427-1289 Email: greg@gregstern.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Melvin T. Buckely, Jr. as president. The Debtor listed U.S. Small Business Administration located at 14925 Kingsport Road, Fort Worth, TX 76155 as its sole unsecured creditor holding a claim of $297,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/27L73BQ/M__M_Buckley_Management_Inc__ilnbke-24-19108__0001.0.pdf?mcid=tGE4TAMA MADISON SQUARE BOYS: Jan. 10 Deadline Set for Case Status Update ---------------------------------------------------------------- Judge Vernon S. Broderick of the United States District Court for the Southern District of New York ordered the parties in the case captioned as C.M., Plaintiff -against- THE ESTATE OF DR. REGINALD ARCHIBALD, et al., Defendants, Case No. 20-CV-751 (VSB) (S.D.N.Y.), to file a joint letter providing a status update on or before January 10, 2025, and every 90 days thereafter as to whether the stay should be lifted. On October 6, 2022, Judge Broderick ordered the parties to file a joint letter every 90 days providing a status update as to whether the stay should be lifted in light of the Chapter 11 bankruptcy proceeding for Madison Square Boys & Girls, Club. The last time the parties submitted a joint letter providing a status update was on October 25, 2023. Separately, on December 9, 2024, Judge Broderick ordered Plaintiff to indicate whether he has obtained new counsel or whether he intends to proceed pro se by December 16, 2024. Because Plaintiff has failed to do so, Judge Broderick finds that Plaintiff intends to proceed pro se. If Plaintiff later obtains counsel, that counsel is directed to file a notice of appearance in this matter. A copy of the Court's decision dated December 18, 2024, is available at http://urlcurt.com/u?l=4TAEQ8 About Madison Square Boys & Girls Club Madison Square Boys & Girls Club, Inc. -- https://www.madisonsquare.org/ -- was established to save and enhance the lives of New York City boys and girls who by means of economic or social factors are most in need of its services. Madison Square Boys & Girls Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10910) on June 29, 2022. In the petition filed by its chief financial officer, Jeffrey Dold, the Debtor reported $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; and Pillsbury Winthrop Shaw Pittman, LLP and Friedman Kaplan Seiler & Adelman, LLP as special counsels. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on July 13, 2022. The committee tapped Pachulski Stang Ziehl & Jones, LLP as legal counsel; and Dundon Advisers, LLC and Island Capital Advisor, LLC as financial advisors. MANZANITA LANE: Case Summary & Three Unsecured Creditors -------------------------------------------------------- Debtor: Manzanita Lane LLC 8545 Double R Blvd Suite 101 Reno, NV 89511 Chapter 11 Petition Date: December 24, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-51277 Judge: Hon. Hilary L Barnes Debtor's Counsel: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 850 E. Patriot Blvd. Suite F Reno, NV 89511 Tel: 775-786-7600 Fax: 775-786-7764 Email: steve@harrislawreno.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Peter Ghishan as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/D73YCCY/MANZANITA_LANE_LLC__nvbke-24-51277__0001.0.pdf?mcid=tGE4TAMA MARDEEN INC: Court Extends Use of Cash Collateral to Jan. 21 ------------------------------------------------------------ Mardeen, Inc. received interim approval from the U.S. Bankruptcy Court for the Central District of California, Riverside Division, to use cash collateral until Jan. 21, 2025, marking the second extension since the company's Chapter 11 filing in November. The court previously issued an interim order, allowing the company to access cash collateral until Dec. 17 only. The second interim order signed by Judge Mark Houle approved the use of cash collateral to pay the company's business expenses, quarterly fees of the U.S. Trustee and other expenses in accordance with the company's budget, with a 10% variance. The budget shows total cash outflow of $128,728 for December, $122,880 for January and $124,694 for February. The next hearing is set for Jan. 21. All secured creditors have the ability to object and seek adequate protection payments at the hearing. About Mardeen Inc. Mardeen, Inc. filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 24-16752) on November 12, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Mark D. Houle oversees the case. The Debtor is represented by Robert B. Rosenstein, Esq., at Rosenstein & Associates. MARDEEN INC: Gets Interim OK to Use Cash Collateral Until Jan. 21 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Riverside Division granted Mardeen, Inc.'s emergency motion for authorization to use cash collateral on an interim basis through January 21, 2025. The Debtor is authorized to use cash collateral to pay its business expenses pursuant to the budget attached to the Order, with a 10% variance to account for reasonable expense variances. The Order includes a budget for the Debtor, which outlines projected income and expenses for the months of November 2024, December 2024, January 2024, and February 2024, which is $91,522.00, $128,728, $122,880 and $124,694. The Debtor is also authorized to pay all quarterly fees due to the United States Trustee's Office. All secured creditors have the ability to object and seek adequate protection payments at the continued hearing. The hearing is continued to January 21, 2025. About Mardeen, Inc. Mardeen, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16752) with $100,001 to $500,000 in assets and $100,001 to $500,000 in laibilities. Judge Hon. Mark D Houle oversees the case. The debtor is represented by: Robert B Rosenstein Rosenstein & Associates Tel: 951-296-3888 Email: robert@thetemeculalawfirm.com MILLARD W. TONG: City Loses Bid to Reverse Property Valuation ------------------------------------------------------------- Judges Brad R. Hill, Kathleen M. Banke and Monique Langhorne Wilson of the Court of Appeal of the State of California First Appellate District Division One affirmed the judgment of the trial court which concluded that the fair market value of Millard W. Tong and Alicia W. Tong's property was $2 million. The Tongs are entitled to their costs on appeal. The property which is the subject of these proceedings consists of two parcels (Assessor Parcel Nos. 009-413-010 and 009-413-020) located at 310 and 320 Esplanade Avenue in the City of Pacifica, along with an attached easement for ingress, egress, and parking rights in apartment complexes located across the street. The Property is owned by the Tongs, as cotrustees under a declaration of trust dated April 30, 1990 and was purchased in 2002 for $6 million. It has a gross land area of approximately 1.7 acres or 74,760 square feet, which includes a flat land area on a bluff overlooking the Pacific Ocean, an area contiguous with the beach, and a 70- to 90-foot-high coastal bluff. In October 2017, the City sent the Tongs an offer to acquire the Property in accordance with Government Code section 7267.2 pursuant to a negotiated purchase rather than eminent domain. The attached valuation statement concluded the Property's highest and best use was land banking or speculation and that its fair market value was $76,500. The proposal included five market sales of other properties for purposes of comparison. Subsequent negotiations did not result in an agreement regarding the fair market value of the Property. On October 9, 2018, the City filed its complaint in eminent domain, seeking to take the Property for a public purpose -- i.e., the Project. Shortly thereafter, the City moved for an order of prejudgment possession, arguing there was an overriding need for it to possess the Property in order to ensure timely completion of the Project which outweighed any hardship to the Tongs. In doing so, it noted that its resolution of necessity conclusively established that it was entitled to take the Property by eminent domain. Pursuant to section 1255.010, the City deposited $76,500 with the California State Treasurer as the amount of probable compensation for the Property on November 28, 2018. After hearing on January 29, 2019, the superior court granted the City's motion for immediate possession. Millard Tong filed an answer to the eminent domain complaint in propria persona in February 2019, arguing that the Tongs were entitled to just compensation for the Property. The answer acknowledged receipt of the City's offer for a negotiated sale of the Property and related appraisal. It stated that an appraisal suggesting a higher fair market value had been transmitted to the City in January 2018, but had not been accepted. The Tongs sought either dismissal of the eminent domain action or just compensation for the Property, along with litigation expenses. On April 27, 2023, the trial court issued an amended final statement of decision, determining the fair market value of the Property taken by the City to be $2 million, which it found to be "just and reasonable compensation." The court explained that property owners are entitled to reimbursement for the actual value lost, citing relevant legal definitions. The court also referenced the Tongs' purchase of the Property for $6 million, noting its 100% occupancy rate and the parking easement that generated additional revenue. On May 22, 2023, the court granted the Tongs' motion to increase the City's deposit to $2 million, the probable compensation amount, which the City did within 30 days. Judgment was entered on June 5, 2023, awarding the Tongs $2 million, plus statutory interest, attorney fees, and costs, minus unpaid property taxes. The City appealed, and the Tongs filed a cross-appeal. Meanwhile, the Tongs filed a motion requesting litigation expenses on July 3, 2023, under section 1250.410. Pursuant to that statute, the parties to a trial on compensation issues must each submit a final offer/demand for compensation at least 20 days before trial. The Tongs sought attorney fees of $312,920, expert witness fees of $4,590, and appraisal fees of $49,792. The City opposed the motion, asserting that its offer was reasonable, the Tongs' offer was unreasonable, and the requested litigation expenses were excessive and unreasonable. After argument on September 6, 2023, the court issued its order granting the Tongs' motion on October 23, 2023. Specifically, the court found that the City's offer was unreasonable and the Tongs' offer was reasonable. It awarded the uncontested amount of $312,920 in attorney fees and $11,343.40 in costs. It adjusted the expert and appraiser fees downward slightly for a total of $48,346.20. On December 6, 2023, the City filed a notice of appeal from the court's order awarding litigation expenses (case No. A169273). On February 2, 2024, the court filed its amended judgment in condemnation, memorializing the amounts payable for interest ($94,516.43), and the costs and litigation expenses already mentioned. The City filed a notice of appeal from the amended judgment on February 7, 2024 (case No. A169714). And the Tongs filed a notice of cross-appeal from the amended judgment on February 13, 2024. In this eminent domain action, the City appeals, arguing that the trial court's valuation of the property at issue violated the project influence rule and must be reversed. The City also challenges the award of litigation expenses to defendants pursuant to Code of Civil Procedure, section 1250.410. Defendants cross-appeal, claiming the trial court erred in precluding presentation of valuation evidence based upon the transfer of residential development rights as the highest and best use for the property. The Judges hold, "Although we conclude that the trial court erred in relying on some valuation evidence that violated the project influence rule, we find that substantial evidence supports the trial court's determination of fair market value and that its award of litigation expenses was proper. We therefore affirm." A copy of the Court's decision is available at http://urlcurt.com/u?l=0shXGr About Millard W. Tong Millard W. Tong filed for chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 15-30275) on March 8, 2015, and is represented by Lawrence A. Jacobson, Esq. of Cohen and Jacobson. MY CITY BUILDERS: Reports Net Loss of $74,485 for Fiscal Q1 ----------------------------------------------------------- My City Builders, Inc. incurred a net loss of $74,485 for the three months ended October 31, 2024, compared to a net loss of $78,577 for the same period a year ago, the company disclosed in a Form 10-Q Report filed with the Securities and Exchange Commission. The Company's fiscal year ends July 31, 2024. The company has not generated positive cash flows from operating activities. For the three months ended October 31, 2024, net cash flows used in operating activities was $159,601, consisting of a net loss of $74,485, reduced by depreciation expenses of $14,951, amortization of debt discount of $744, accounts receivable of $2,419, and increased by accounts payable and accrued liabilities of $31,956 and homes inventory cost for sales of $71,274. During the three months ended October 31, 2024, it has incurred net loss of $74,485 and net cash used in operating activities of $159,601. As of October 31, 2024, it has an accumulated deficit of $2,094,394 and working capital deficit of $149,043. According to the Company, in order to continue as a going concern, it will need, among other things, additional capital resources. Management plans to raise necessary funding through equity and debt financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements. The ability of the Company to continue operations in its new business model is dependent upon, among other things, obtaining financing to continue operations and continue developing the business plan. The Company cannot give any assurance as to the ability to develop or operate profitably. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern, the Company said. A full-text copy of the Company's Form 10-Q is available at: https://urlcurt.com/u?l=RJgv7U About My City Builders, Inc. Headquartered in Miami, Fla., My City Builders, Inc., through its subsidiary, plans to focus on real estate transactions, in which it will buy and develop real estate for sale or rent of low-income housing. The Company plans to invest in three sectors of this market by (i) buying, refurbishing, and selling traditional foreclosures, (ii) buying, developing and renting "Land Banks" that have an average pool of homes or lots in excess of 100 in one location, and (iii) buying, refurbishing or developing and selling homes made available by the government through HECM pools. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2022, issued a "going concern" qualification in its report dated Nov. 14, 2023, citing that the Company has incurred losses from operations and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. As of Oct. 31, 2024, the Company had $3.67 million in total assets against $2.58 million in total liabilities and $1.08 million in total stockholders' equity. NATIONAL REALTY: Court Narrows Claims in AIRN v. WIPFLI Lawsuit --------------------------------------------------------------- In the case captioned as AIRN LIQUIDATION TRUST CO., LLC, Plaintiff, v. WIPFLI LLP, Defendant, Case No. 22-14539 (Bankr. D.N.J.), the Honorable John K. Sherwood of the United States Bankruptcy Court for the District of New Jersey granted Wipfli's motion to dismiss as to Count II and denied as to all the other Counts. In this adversary proceeding, plaintiff AIRN Liquidating Trust Co. LLC, seeks a judgment against defendant Wipfli LLP for its alleged role in a real estate Ponzi scheme carried out through National Realty Investment Advisors, LLC, and its affiliates. Wipfli performed accounting services for NRIA and U.S. Construction, Inc., who is also accused of being a key participant in the scheme. Generally, the complaint alleges that Wipfli had knowledge of the fraudulent acts of NRIA and USC by virtue of its preparation of tax returns and other financial documents which were used to inflate the profitability of certain NRIA properties and induced investors to invest unwittingly into the Ponzi scheme. Wipfli has moved to dismiss the complaint. NRIA filed for Chapter 11 relief on June 7, 2022. Its Amended Chapter 11 Plan was confirmed on August 10, 2023, and provided for the formation of a liquidation trust as a successor to NRIA's bankruptcy estate for purposes of liquidating real estate assets and pursuing litigation. The litigation claims contributed to the trust under the Chapter 11 Plan included claims contributed by NRIA's investors. The complaint against Wipfli contains four counts: Count I – Aiding and Abetting Fraud – Wipfli, through its accounting activities, knowingly assisted the fraud committed by NRIA, USC, and the Insiders against NRIA's investors by making properties look more profitable and helping NRIA to comingle funds in violation of operating documents and private placement memoranda. Count II – Aiding and Abetting Securities Fraud Under New Jersey Law – As an agent of NRIA, Wipfli materially participated in the fraudulent sale of securities to the investors. Count III – Accounting Malpractice – Wipfli is liable for negligence in performing its accounting services for NRIA and is also liable to the investors because it knew that investors would be relying on their work. Count IV – Unjust Enrichment – Wipfli was paid $318,200 for its services and the retention of these funds would be unjust. In its motion to dismiss, Wipfli denies the factual allegations of plaintiff and contends that each of the Counts of the complaint is legally deficient. The defendant contends that: -- the complaint should be dismissed under the equitable doctrine of in pari delicto; -- there is no liability under the New Jersey Uniform Securities Act because Wipfli did not engage in the sale of securities and was not NRIA's agent; -- the accounting malpractice claim fails because it seeks to recoup damages suffered by the investors as opposed to NRIA and because there was no agreement that investors could rely on Wipfli's work; and, -- the unjust enrichment claim has no merit because it is based on groundless fraud claims. Count I Count I of the complaint is for aiding and abetting fraud. The plaintiff contends that the Insiders operated NRIA to perpetuate a Ponzi scheme by knowingly manipulating and falsifying NRIA's financial statements, bank statements, and financial information and actively working to misrepresent true profitability by concealing the fact that NRIA had little to no revenue to pay investors the alleged guaranteed 12% or more returns except from their other defrauded money. The plaintiff also alleges that Wipfli knew about the fraud at NRIA and aided and abetted it. The complaint states that Wipfli provided substantial assistance through its accounting activities and furthered the fraud by making properties look more profitable to investors and aiding in the commingling of funds in contravention of representations made to investors in the LLC operating documents and private placement memoranda. The Court finds complaint certainly describes acts of assistance by Wipfli for NRIA, USC, and the Insiders. It also criticizes Wipfli's lack of action when it knew (allegedly) that its clients were defrauding investors for their personal benefit. It remains to be seen whether this conduct rises to the level of substantial assistance in the Insiders' fraud. Given that the relaxed Rule 9(b) standard applies to the plaintiff here, the allegations are specific enough. Wipfli's motion to dismiss is denied as to Count I. Count II Count II of the complaint alleges that Wipfli is responsible for NRIA's violation of the NJUSA because it provided material assistance to NRIA in selling securities and acted as its agent. The allegations of the complaint are that Wipfli was involved in bookkeeping, accounting, and advisory functions concerning the transfer of investors' monies to the Fund. According to the Court, they do not establish that Wipfli acted as NRIA's agent in effecting the sale or transfer of securities to NRIA's investors. Wipfli's motion to dismiss Count II of the complaint is granted. Count III Count III of the complaint is an accounting malpractice claim against Wipfli. It appears the plaintiff is alleging that the victims of Wipfli's alleged malpractice were both NRIA and the investors. The complaint says that Wipfli breached its duties by advising NRIA contrary to accounting standards for Wipfli's personal benefit. The complaint also alleges that Wipfli knew that NRIA's investors would rely on their accounting services to make significant financial decisions. This suggests that Wipfli had a duty to the investors. In its motion to dismiss, Wipfli describes the accounting malpractice claim as "muddled" and "nebulously constructed" because it asserts that Wipfli had a duty of care to NRIA but is seeking relief on behalf of the investors. The defendant also notes that the complaint does not specify which of the many NRIA entities Wipfli was engaged to perform services for. As to NRIA, the Court agrees with plaintiff that to survive a motion to dismiss, it need only plead facts to plausibly show that: (1) Wipfli owed a duty of care to NRIA; (2) that Wipfli breached that duty; and (3) the breach injured NRIA. The Court also finds that the Rule 8 pleading standard applies as opposed to Rule 9(b) because this is a negligence claim. Because the complaint pleads facts that plausibly show that Wipfli had a duty of care to NRIA, that it breached that duty, and that NRIA was injured as a result, Wipfli's motion to dismiss the accounting malpractice claim is denied to the extent it is based on Wipfli's duties to NRIA, the Court holds. Wipfli knows that an accounting malpractice claim is being brought against it on behalf of the investors. Wipfli's argument is that the plaintiff will not be able to prevail on that claim. The Court says that argument is better addressed at the summary judgment stage of the case or at trial. Count III of the complaint will not be dismissed. Count IV Count IV of the complaint states that Wipfli received $318,200 for services it performed and that it would be unjust for the defendant to retain these payments because it aided and abetted the Insiders' fraud. Wipfli argues that since the unjust enrichment claim is based on the aiding and abetting fraud claim and that claim should be dismissed, the unjust enrichment claim should suffer a similar fate. But the Court has not dismissed the aiding and abetting fraud claim and is not prepared to dismiss Count IV at this point either. Though it is unlikely that plaintiff would be entitled to relief under this Count if it did not prevail on one of the other Counts, there is no harm in leaving this Count in place for the time being. A copy of the Court's decision is http://urlcurt.com/u?l=QtSBvc About National Realty Investment National Realty Investment Advisors, LLC is a luxury-homes developer based in Secaucus, N.J. National Realty Investment Advisors and 102 affiliates, including NRIA Partners Portfolio Fund I, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-14539) on June 7, 2022. In the petition filed by its independent manager, Brian Casey, National Realty Investment Advisors listed up to $50,000 in both assets and debt. NRI Partners Portfolio listed assets between $50 million and $100 million and liabilities between $500 million and $1 billion. Judge John K. Sherwood oversees the cases. S. Jason Teele, Esq., at Sills Cummis & Gross P.C., is the Debtors' counsel. Omni Agent Solutions is the claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on June 30, 2022. The committee is represented by Ice Miller, LLP. NATIONWIDE EXPRESS: Gets Interim OK to Use Cash Collateral ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Rome Division, has granted Nationwide Express, Inc., authorization to use cash collateral on an interim basis. The order provides adequate protection for lenders, including a replacement lien on post-petition property. Additionally, the Debtor must make $1,500 weekly payments to RTS Financial Services, LLC. If the Debtor fails to comply with any provision of this Order and fails to cure such noncompliance within five business days of written notice, any of the Lenders may file an emergency motion seeking termination of the Debtor's authority to use cash collateral. The order allows lenders to seek termination of cash collateral use if the Debtor fails to comply. A final hearing on the Motion is scheduled for January 15, 2025, at 10:30 a.m. About Nationwide Express, Inc., Nationwide Express Inc. operates in the general freight trucking industry. The company is based in Ringgold, Ga. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-40995) on July 2, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Charlie Stinson, chief executive officer, signed the petition. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC represents the Debtor as legal counsel. NEUEHEALTH INC: To Be Taken Private by NEA, Consortium of Investors ------------------------------------------------------------------- NeueHealth, Inc. announced Dec. 23 that it has entered into a definitive merger agreement pursuant to which the Company will be acquired by an affiliate of New Enterprise Associates ("NEA") at an enterprise value of approximately $1.3 billion. Upon completion of the transaction, NeueHealth will become a privately held company with the flexibility and resources to continue advancing its value-driven, consumer-centric care model. Under the terms of the merger agreement, holders of NeueHealth common stock (other than shares that will be rolled over and certain excluded shares) will receive $7.33 per share in cash, which represents a premium of approximately 70% over the closing price of NeueHealth common stock on Dec. 23, 2024. Certain stockholders of NeueHeath, including NEA and 12 existing NeueHealth investors (which collectively hold all of the outstanding shares of NeueHealth preferred stock), have entered into rollover agreements pursuant to which such stockholders will continue their investments by exchanging their shares of NeueHealth common stock and/or preferred stock for newly issued equity interests in the privately held company, and the Company's existing secured loan facility with Hercules Capital, Inc. will remain in place. NeueHealth's executive leadership team will continue in their roles upon completion of the transaction and intends to roll over 100% of their equity interests for newly issued equity interests in the privately held company. "We are pleased to announce this transaction as we believe it places NeueHealth in a strong position for continued growth while maximizing value for all of NeueHealth's public stockholders," said Mike Mikan, president and CEO of NeueHealth. "NEA has been a longstanding strategic partner, and we look forward to continuing to work together to build on NeueHealth's success as a leader in value-based care." "We believe NeueHealth has built a differentiated model of care that is uniquely positioned to drive value for consumers, providers, and payors and we have confidence in the NeueHealth team and their ability to continue to lead the Company," said Mohamad Makhzoumi, Co-CEO of NEA. "We have had a strong partnership with NeueHealth since 2016 and share the Company's commitment to making high-quality healthcare accessible and affordable for all Americans." Transaction Details A special committee of the board of directors of NeueHealth, composed entirely of independent and disinterested directors and advised by its own independent legal and financial advisors, unanimously recommended that the Board approve the transaction and determined it was in the best interests of the Company and its stockholders that are not affiliated with NEA. Acting upon the recommendation of the Special Committee, the Board subsequently unanimously approved the transaction and determined to recommend that NeueHealth stockholders vote to approve and adopt the merger agreement. Certain NeueHealth stockholders have agreed to vote all of their shares of NeueHealth common stock and/or preferred stock to approve and adopt the merger agreement, subject to certain conditions. The merger is subject to approval by NeueHealth's stockholders and other customary closing conditions, including receipt of certain regulatory approvals. NEA intends to finance the transaction with fully committed equity financing, and the transaction is not subject to any financing condition. Upon completion of the transaction, NeueHealth's common stock will no longer be publicly traded or listed on any public market. The merger agreement includes a 30-day "go-shop" period that will expire at 12:01 AM New York City time on Jan. 23, 2025, which permits the Special Committee and its financial advisors to solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and NeueHealth does not intend to disclose developments with respect to the "go-shop" process unless and until it determines such disclosure is appropriate or is otherwise required. Lincoln International, LLC is acting as financial advisor, and Richards, Layton & Finger, P.A. is acting as legal counsel, to the Special Committee. Simpson Thacher & Bartlett LLP is acting as legal counsel to NeueHealth. Latham and Watkins LLP is acting as legal counsel to NEA, with Sidley Austin LLP acting as insurance regulatory counsel to NEA. About NeueHealth Inc. NeueHealth -- www.neuehealth.com -- is a value-driven healthcare company grounded in the belief that all health consumers are entitled to high-quality, coordinated care. NeueHealth helps to make healthcare accessible and affordable to all populations across the ACA Marketplace, Medicare, and Medicaid. NeueHealth delivers clinical care to over 500,000 health consumers through owned clinics and unique partnerships with over 3,000 affiliated providers. The Company also enables independent providers and medical groups to thrive in performance-based arrangements through a suite of technology and services scaled centrally and deployed locally. Minneapolis, Minnesota-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has a history of operating losses, negative cash flows from operations, and does not have sufficient cash on hand or available liquidity to meet its obligations, which raises substantial doubt about its ability to continue as a going concern. NEW FORTRESS: Fitch Lowers LongTerm IDR to 'B', On Watch Negative ----------------------------------------------------------------- Fitch Ratings has downgraded New Fortress Energy Inc.'s (NFE) Long-Term Issuer Default Rating (IDR) to 'B' from 'B+' and maintained the Rating Watch Negative. Fitch has also assigned a 'B' rating and Recovery Rating of 'RR4' to NFE's $2.7 billion 12% new senior secured notes due 2029 issued by NFE Financing LLC. Additionally, Fitch has downgraded the Term Loan B to 'B'/'RR4' from 'B+'/'RR4' and both the 6.50% notes due September 2026 and the 8.75% notes due March 2029 senior secured notes to 'B-'/RR5' from 'B+'/'RR4'. NFE's unrestricted cash position improved due to the 12% notes placement and equity issuance. However, the 12% coupon worsened the interest coverage metric. The downgrade of NFE's IDR reflects interest coverage, EBITDA volatility and medium-term refinancing risk. Fitch expects interest coverage of approximately 1.6x in 2026, which is below the threshold previously stated by Fitch that could trigger a negative rating action. The Rating Watch Negative reflects the execution risk regarding NFE's publicly stated plans to enhance liquidity through transactions. Key Rating Drivers Medium-Term Refinancing Risk: Post the issuance of the $2.7 billion new notes and $400 million equity, around $511 million of the 6.5% senior secured notes due September 2026 remain outstanding. NFE's term loan B ($852 million outstanding), Term Loan A ($286 million outstanding) and revolving credit facility ($1.0 billion facility fully utilized) have springing maturities that could be triggered if these 2026 notes are not refinanced by July 31, 2026, 60 days before their maturity dates. Since the newly issued 2029 notes benefit from an enhanced collateral package that includes equity interests in NFE's business in Brazil, all of NFE's major assets are encumbered. NFE's financial flexibility is further constrained by the high coupon on the new 2029 notes and limited remaining debt incurrence capacity. Under Fitch's assumptions, FCF is negative over the next three years and asset monetizations is key to generate additional liquidity to refinance its maturities in 2026-2027. Improving Contract Mix: NFE derives most of its margin from terminals, mainly supplying natural gas. The pivot away from open market LNG sales should reduce cashflow volatility, with this segment's EBITDA contributions expected to drop below 10% starting in 2024. Multiple contracts have tenors over 10 years and take-or-pay features. There is considerable concentration risk in the portfolio. Fitch projects around 50% of EBITDA will come from Puerto Rico and Brazil over the next three years, where political and economic volatility is balanced by the push for cleaner burning fuels. Low Interest Coverage: Fitch-calculated 2024 EBITDA interest coverage is expected to be 2.2x in 2024, and then fall to 1.6x in 2026 due partly to the burden of the new 12% notes. Additional factors underlying the low coverage are higher than forecasted debt balances due to cost over-runs and delays in commencement of revenue from new builds. Fitch's assumptions are more conservative than management's, embedding slower expansion in Mexico and Brazil. Commodity Price Linkage: In Puerto Rico, NFE's gas supply contracts are indexed to prevailing regional diesel prices. Higher LNG prices, which could result from global macro conditions, would compress realized margins if diesel prices do not rise in lock-step, or if they fall. NFE's agreement to supply up to 80 tbtu/year of natural gas in Puerto Rico does not have take-or-pay provisions, exposing earnings to demand volatility. Additionally, Fitch projects NFE will require spot market LNG purchases for about 10% of its gas supply requirements in 2024, going up to around 45% in 2026. Counterparty and Country Ceiling Exposure: NFE's IDR is not capped by a country ceiling, as its cash flows from the Puerto Rico (N/R; no transfer and convertibility cap) and Mexico (BBB-/Stable) cover its hard currency interest expense. Fitch estimates that through 2027, around 46% of NFE's cash flow will originate from Puerto Rico, 7% from Mexico with the remaining derived in Jamaica (BB-/Positive), Nicaragua (B/Stable) and Brazil (BB/Stable). However, the counterparty credit profile is weak with about 75% of the revenues derived from customers that are not rated or rated below the BB-category. Derivation Summary NFE is closest in operations and geographical focus to LNG producer Venture Global LNG Inc (VGLNG, B+/Stable). NFE has operations in Puerto Rico, Jamaica, Mexico, Nicaragua and Brazil. NFE's cash flows are supported by the sale of natural gas and power services to utilities, power generators and industrial customers. VGLNG's operations are more specialized as an LNG producer. Fitch views NFE's operations in Latin and South America as having greater operating risk, compared to VGLNG's somewhat more proven LNG operations. Both entities have considerable commodity prices exposure, though VGLNG's projects are anchored by long-term contracts to largely creditworthy customers. NFE's contracts are shorter in term, have a lower portion of take-or-pay features their counterparty credit quality is lower. VGLNG faces greater construction and development risk with three large projections under various stages of completion compared to NFE's FLNG 2 project, though Fitch expects the company to develop additional infrastructure, especially in Brazil. Fitch views the liquidity at NFE to be constrained despite the recent refinancing. VGLNG's two operating projects have substantial leverage which is senior to debt at VGLNG. Subordination of the VGLNG debt is a weakness because in a combined and severe downside case of payment default by a large customer and weak merchant price forecast realizations, cash could be trapped, limiting cashflows available for debt service at VGLNG. Leverage for NFE under the Fitch rating case is expected to be weak in 2024-2026, averaging around 8.0x compared to around 6.0x for VGLNG over the same period. NFE's weaker operating profile, higher financial risk and constrained liquidity account for its lower ratings. Key Assumptions - LNG market spreads informed by Fitch's price deck: $8.5/mcf in 2025, $5.25/mcf in 2026, $4.25/mcf in 2027 and $2.25/mcf thereafter; - Natural gas at Henry Hub (HH) as per Fitch's price deck: $2.5/mcf in 2025, and $2.75/mcf thereafter; - Proceeds of around $500 million from the FEMA claim received in 1H25; - Execution of some transactions with third-parties to enhance liquidity, in line with the company's recent public statements; - No dividends; - Interest expense reflecting a base rate as per the Fitch's "Global Economic Outlook;" - Additional growth capital spending largely funded with retained cash and debt; - Construction for FLNG2 completed on time and per Fitch's current budget estimate. Recovery Analysis For the Recovery Rating, Fitch assumes default could occur during construction and deployment of the FLNG asset, and the reorganization would be impacted by the complexity of the construction project and the location of the terminals. Fitch estimates the company's liquidation value is greater than its going-concern value. The assets are located in different jurisdictions and are functionally diverse as well. Under a bankruptcy, it is more likely that the assets would be sold to various parties that have the requisite expertise. Additionally, each asset is pledged as collateral across different debt classes. For all of the above reasons Fitch is now using a liquidation value approach instead of the going-concern approach. Terminal assets were valued based on haircuts to third-party valuations provided by the company. FLNG assets were valued based on their production capability (1.4 mtpa), the cost of building similar assets and percentage of completion. The estimated liquidation value was around $4.12 billion. The liquidation value was about 15% higher than the going-concern value, calculated with a 5.0x EBITDA multiple. There have been limited bankruptcies in the midstream sector. Two recent gathering and processing bankruptcies indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch estimations. Fitch's October 2024 bankruptcy case study report, "Energy, Power and Commodities Bankruptcy Enterprise Values and Creditor Recoveries," found a median enterprise valuation exit multiple of 5.3x across 51 energy cases (sufficient data to estimate was 5.3x), with a wide range observed. Fitch calculated administrative claims to be 10%, which is the standard assumption. The outcome is a 'B'/'RR4' rating for the TL B and the new notes maturing 2029. The legacy notes maturing September 2026 and March 2029 have lower collateral coverage and receive a 'B-'/'RR5' rating, after applying the country specific considerations. Additionally, on a normalized run-rate basis, Fitch believes almost all of the revenues will come from outside U.S., from countries where Fitch does not assign an uplift to the debt based on the recovery profile. Per Fitch's "Corporates Recovery Ratings and Instrument Ratings Criteria," secured debt can be notched up to 'RR1'/'+3' from the IDR; however, the instrument ratings have been capped at 'RR4' due to Fitch's "Country Specific Treatment of Recovery Rating Criteria." RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to proactively address the 2026 maturity; - Expectation of EBITDA interest coverage below 1.5x; - Fitch calculated EBITDA leverage expected to be above 6.5x on a sustained basis; - Weak execution on new projects. Factors that Could, Individually or Collectively, Lead to Resolving the Rating Watch - The Rating Watch Negative could be resolved if the company improved its liquidity, and EBITDA interest coverage is expected to be sustained above 1.5x; Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Expectation of EBITDA interest coverage above 2.0x and Fitch calculated EBITDA leverage below 5.5x on a sustained basis; - Sustained record of production at or around nameplate capacity at FLNG1; - Stronger contractual structures, and improving counterparty profile. Liquidity and Debt Structure Fitch views NFE's liquidity as constrained. NFE raised about $700 million in proceeds through the new notes and equity issuance since the end of the 3Q 2024. There is no availability on the revolving credit facility. Near-term maturities include the remaining $511 million of the 6.5% senior secured notes mature in 2026, two-thirds of which were exchanged as part of the new notes transaction. NFE's Term Loan B ($852 million outstanding), Term Loan A ($286 million outstanding) and revolving credit facility ($1.0 billion outstanding) have springing maturities that could be triggered if the 2026 notes are not refinanced by July 31, 2026, 60 days before their maturity date. $100 million of the revolver matures in April 2026, with the remaining $900 million maturing in October 2027. Term Loan A is due in July 2027 and the Term Loan B is due in October 2028. Payments on the $355.6 million BNDES term loan, of which about $275 million is drawn, are required after April 2026 and due quarterly thereafter until maturity in 2045. Issuer Profile New Fortress Energy LLC is a gas-to-power energy infrastructure company. The company spans the entire production and delivery chain from natural gas procurement and LNG to logistics, shipping, terminals and conversion or development of natural gas-fired generation. Summary of Financial Adjustments Consolidated leverage for NFE includes asset level debt and the Energos Infrastructure formation transaction obligations. Under Fitch's "Corporate Rating Criteria," the Energos Infrastructure lease obligations are considered long-term obligations and the reported lease liability is treated as debt. The preferred stock at Golar LNG Partners LP (GMLP) is given a 50% equity credit due to its perpetuality and cumulative nature of the dividends and interest. NFE's recently issued Series A convertible preferred stock is treated as 100% debt because its dividend rate increases by 2% until the company pays of all previously accrued but unpaid dividends. External Appeal Committee Outcomes In accordance with Fitch's policies the Issuer appealed and provided additional information to Fitch that resulted in a rating action that is different than the original rating committee outcome. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations New Fortress Energy Inc. has an ESG Relevance Score of '4' for Financial Transparency due to the level of detail and transparency in its financial disclosure that is weaker than other industry peers, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. New Fortress Energy Inc. has an ESG Relevance Score of '4' for Governance Structure due to its concentrated ownership, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. New Fortress Energy Inc. has an ESG Relevance Score of '4' for Exposure to Environmental Impacts due to the level of detail and transparency in its financial disclosure that is weaker than other industry peers, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- New Fortress Energy Inc. LT IDR B Downgrade B+ senior secured LT B- Downgrade RR5 B+ senior secured LT B Downgrade RR4 B+ NFE Financing LLC senior secured LT B New Rating RR4 NO LIMITS AVIATION: Unsecureds Will Get 100% over 48 Months ----------------------------------------------------------- No Limits Aviation, Inc., submitted an Amended Subchapter V Plan of Reorganization dated December 11, 2024. The Debtor has successfully employed counsel in this case, and is otherwise actively seeking to get this Plan confirmed. Subsequent to the bankruptcy filing, the Debtor has continued to operate the various businesses, but has been unable to expand or otherwise pursue new opportunities due to an injunction entered in the pre-petition state court litigation. The Debtor has investigated the secured nature of certain of the creditor claims. Through this investigation, it was discovered that the liens previously granted on two airplanes to Mtn West IRA FBO Robert McCarthy were not perfected with the Federal Aviation Administration. Accordingly, this creditor's claim is treated as unsecured in this plan. The Debtor has also pursued an adversary case against Brian Lysak. That adversary proceeding seeks an injunction against Mr. Lysak's continued pursuit of the Debtor's owner, Shane Rogers, while the Debtor is seeking to confirm this Amended Plan. Further, the adversary proceeding objects to Mr. Lysak's claim and seeks affirmative damages against Lysak (as an offset to his allowed claim amount). At the time this Amended Plan is filed, that adversary proceeding remains ongoing. Class 2 consists of Damien Dugan's claim secured by two separate aircraft, and was perfected through filing the lien documents with the FAA (a third aircraft lien was never perfected with the FAA). Dugan shall retain his lien interest in the two airplanes, and his claim in shall be allowed in the amount of $130,000.00, with interest accruing on the unpaid amount at the rate of 7% per annum. This claim shall be paid on a monthly basis in the amount of $1,500.00 per month for a period of 12 months, followed by $3,000.00 per month for months 13 to 24 of the plan, followed by $3,500.00 per month for months 25 to 48 of the plan. Class 3 consists of the claim of Jonathan C. Melanson. Melanson's "claim" is as a co-owner of an airplane (Cessna model 175, Registration No. N6800E). Melanson was never named on the title to the airplane, and therefore his claim is an unsecured claim. Melanson will have an allowed claim in the amount of $7,500.00, which shall be paid pro rata with the other general unsecured creditors in Class 8. Class 4 consists of the claim of Mountain West IRA, Inc. ("McCarthy Loan"). The claim of Mountain West IRA, Inc. FBO McCarthy was originally secured by two airplanes. However, the security interest was never properly perfected with the FAA. For purposes of this plan, McCarthy shall have an allowed claim in the amount of $363,000.00, but that claim is treated as an unsecured claim, and will be paid pro rata with the other general unsecured creditors in Class 8. Class 5 consists of ODK Capital's claim secured by the personal property of the Debtor and was perfected through filing a UCC statement with the Idaho Secretary of State. ODK Capital shall retain its lien interest in the personal property, and its claim shall be allowed in the amount of $97,295.40, with interest accruing on the unpaid amount at the rate of 5% per annum. This claim shall be paid on a monthly basis in the amount of $1,500.00 per month, for a period of 12 months, followed by payments of $2,500.00 per month for months 13 to 48 of the plan. Class 8 consists of all allowed unsecured claims against the Debtor, as scheduled and asserted in filed Proofs of Claim (and subject to any claim objection proceedings), and includes the non priority claims of the IRS and ISTC. This class, together with the Class 3 and 4 creditors, will split a monthly payment on a pro rata basis based on the allowed amount of the creditors' claims. For months 1 to 12 of the plan, the aggregate monthly payment amount will be $500.00. For months 13 to 24 of the plan, the aggregate monthly payment amount will be $20,000.00. For months 25 to 36 of the plan, the aggregate monthly payment amount will be $35,000.00. For months 37 to 48 of the plan, the aggregate monthly payment amount will be $40,000.00. Depending on the outcome of any claim objection proceedings, the monthly payments to this Class may continue for a period longer than 48 months (but not to exceed 60-month from the Effective Date) until all allowed claims are paid in full. The Debtor intends to fund its plan through monthly payments to creditors. These monthly payments will be made from the income the Debtor receives from the operation of its business. The Debtor believes that the Debtor will have enough cash on hand on the Effective Date of this Plan to pay all the Claims and expenses that are entitled to be paid on that date. The Debtor anticipates holding approximately $35,000.00 on the Effective Date. Further plan payments will be paid from continuing operating funds of the Debtor, as outlined on the budget projections. The Debtor has provided projected financial information. The Debtor's projections include income from its historical operations (flight school and scenic flights). The Debtor was also recently licensed to conduct charter flights and intends to continue to build that business as well. Consequently, the projected income and expenses account for all three business operations through the life of the plan. The Debtor's financial projections show that the Debtor will have an aggregate annual average cash flow, to pay unsecured creditors a return of 100% of their claims. Depending on the outcome of the Lysak claim objection, the Debtor anticipates the final plan payment being made 48 months after the Effective Date of the Plan. The Debtor estimate payments of 100% of total claim amounts to the creditors in class 8 (general unsecured creditors). A full-text copy of the Amended Subchapter V Plan dated December 11, 2024 is available at https://urlcurt.com/u?l=GFuDj7 from PacerMonitor.com at no charge. About No Limits Aviation Inc. No Limits Aviation Inc. -- https://nolimitsaviation.com/ -- is a flight school in Idaho. No Limits Aviation Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 24-20183) on May 24, 2024. In the petition signed by Shane Rogers, as president, the Debtor reports estimated assets and liabilities between $500,000 and $1 million each. The Honorable Bankruptcy Judge Noah G. Hillen handles the case. The Debtor is represented by: Matthew T. Christensen, Esq. Johnson May, PLLC 10390 N. Sensor Ave Hayden, ID 83835 NOBLE'S SONG: Unsecureds Will Get 100% of Claims in Plan -------------------------------------------------------- Noble's Song LLC filed with the U.S. Bankruptcy Court for the District of Maryland a Disclosure Statement describing Plan of Liquidation dated December 15, 2024. The Debtor owns and operates a real property in Southern Maryland, leasing it and conducting other professional activities connected therewith. There are two apartments upstairs and two offices downstairs. The real property which is owned by the Debtor and the subject of this Motion; namely, 14532 Solomons Island Road; S. Solomons, MD 20688 (the "Property") was valued in the Schedules A/B by owner opinion at $1,550,000.00. SDAT carries a total value of $953,600.00. Deborah Steffen a majority owner of the Debtor and managing member is the authorized party relative to a corporate resolution arrived and filed in this Bankruptcy Case with the petition. V. Charles Donnelly is the minority owner of the Debtor and plays no role in the management thereof. He was a non-paying licensee with his law office in the Property, but has since the Petition Date vacated for personal health reasons. On December 13, 2024, the Debtor filed a Motion to Approve Sale of Debtor's Interest in 14532 Solomons Island Road; S. Solomons, MD 20688 Free and Clear Free and Clear of Liens, Claims, Encumbrances and Interests Pursuant to 11 U.S.C. §§ 363(f), (m) And To Approve Purchase And Sale Agreement of Real Property To MPT Properties, LLC; Presa Holdings, LLC and Bryon Capital, LLC and Notice Thereof (the "Sale Motion"). On October 25, 2024, the Debtor by and through Steffen and a consortium of buyers (eg; MFT Properties, LLC; Presa Holdings, LLC; and Bryon Capital, LLC) (Collectively, the "Buyer") ratified a contract of sale on the Property for $1,300,000.00 "as is" other than a roof repair. The Buyer and Debtor as seller shall hereafter be referenced as the "Parties." The Property was listed and marketed by the realty firm engaged in this Bankruptcy Case for the Debtor; namely, Century 21 New Millenium (as listing broker) (the "Realtor") of California, MD (St. Mary's) at a listing price of $1,500,000.00. The Buyer signing person is Mark Frisco, who is both identified with the Buyer and with a separate but affiliated Century 21 Commercial New Millenium (as selling broker) situated in Prince Frederick, MD (Calvert). Emily Cunningham has also signed as a buyer and she is a representative of a State Farm insurance branch that serves as a tenant in the Property. Class 4 shall consist of the Allowed Unsecured Claims of record in this Chapter 11 case which includes Internal Revenue Service $2,090.00. In full and complete satisfaction of the Class 4 Claims, the Debtor shall pay the Class 4 Claims 100% of their Allowed Amounts on the Effective Date with interest set forth under 11 U.S.C. § 1961 at Section 2.4 in full and final satisfaction of the Class 4 Claimants' rights in this Chapter 11 Case. Class 6 Equity Interest Holders Steffen and Donnelly. The Equity Interest shall extinguish upon the Confirmation Date. No Equity Interest holder shall receive or retain any interest in property of the estate on account of any pre-petition interest. However, the Equity Interest may receive new interests in the liquidated Debtor for the purposes of consideration of new value and money and money's worth contributed as new value if required following a failure of Section 1129(a)(8) of the Bankruptcy Code. The Plan is a liquidating Plan which assumes that the Property shall be sold on the Effective Date and all Allowed Claims in the foregoing Classes 1-4 and Allowed Administrative Expense Claims shall be paid following the Effective Date as the Title Company may need to issue payments and Cash Distributions in accordance with its own business practices and or agreements with the Allowed Claims. The Plan contemplates as does the Sale Motion a hearing (here on approval of Disclosure Statement and Plan confirmation) for January 6, 2025 at 3:00pm and contemplates an Effective Date or closing date respectively on the Property Contract for purchase and sale of January 15, 2025. A proposed HUD-1 is filed with the Disclosure Statement and contemplates as of $130,577.91 as of November 15, 2024. A full-text copy of the Disclosure Statement dated December 15, 2024 is available at https://urlcurt.com/u?l=Ehncx3 from PacerMonitor.com at no charge. Counsel to the Debtor: John D. Burns, Esq. THE BURNS LAW FIRM, LLC 6303 Ivy Lane, Suite 102 Greenbelt, MD 20770 Tel: (301) 441-8780 Email: info@burnsbankruptcyfirm.com About Noble's Song LLC Noble's Song LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings, primarily engaged in renting and leasing real estate properties. Noble's Song LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-10692) on Jan. 26, 2024. In the petition filed by Deborah A. Steffen, as managing member, the Debtor reported assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. Judge Lori S Simpson presides over the case. The Debtor is represented by John D. Burns, Esq. at The Burns Law Firm, LLC. NORTHPOINT DEVELOPMENT: Given Until Jan. 31 to Use Cash Collateral ------------------------------------------------------------------ Northpoint Development Holdings, LLC received fourth interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division to use cash collateral to pay its expenses. The fourth interim order authorized the company to use cash collateral until Jan. 31, 2025, in accordance with its budget, which shows total expenses of $33,585.16 for January. The First National Bank of Ottawa was granted post-petition replacement liens on the cash collateral and all post-petition property of the company to the same extent and with the same priority as its pre-bankruptcy lien. The next hearing is scheduled for Jan. 29. About Northpoint Development Holdings Northpoint Development Holdings, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of real property located at 1800 North Bloomington St., Streator, Ill., valued at $6.8 million. Northpoint sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-13265) on September 9, 2024, with total assets of $6,800,000 and total liabilities of $5,176,241. Keith Weinstein, manager of Greystone Develpment Holdings, LLC, signed the petition. Judge Deborah L. Thorne oversees the case. The Debtor is represented by Gregory K. Stern, Esq., at Gregory K. Stern, P.C. OAKLAND DIOCESE: Transferred $106MM Before Bankruptcy, Attys. Say ----------------------------------------------------------------- Candice Nguyen, Michael Bott, Robbie Beasom, and Alex Bozovic of bishop-accountability.org report that attorneys representing survivors of child sexual abuse accuse the Oakland Diocese and Bishop Michael Barber of attempting to shield assets to minimize a potential settlement in its ongoing bankruptcy case. According to the attorneys, about a month before filing for bankruptcy last year, the Diocese of Oakland transferred $106 million into the Oakland Parochial Fund, a nonprofit that had been dormant for years. The move, they allege, is a deliberate effort to protect the church's assets from being used as compensation for abuse victims. "This transfer is a blatant attempt to hide assets," said Rick Simons, an attorney representing victims in state court. "No bankruptcy judge would allow a debtor to remove $100 million and then claim insolvency." In a recent court filing objecting to the Bishop's reorganization plan, the transfer is cited as part of a broader strategy to undervalue abuse survivors' claims and conceal funds. Attorneys for the survivors have filed a complaint demanding the court reverse the transfer. Brent Weisenberg, representing the Official Committee of Unsecured Creditors, stated, "Only a debtor offering nearly all its assets for creditors is entitled to a release. The Diocese has not done so here, withholding hundreds of millions in cash, investments, and real estate that could compensate survivors." Corporate records reveal the Oakland Parochial Fund, created in 2014, is directly controlled by Bishop Barber. The fund, inactive since 2017, was revived last year by the Diocese’s CFO shortly before receiving the $106 million. Victims’ advocates, including SNAP (Survivors Network of those Abused by Priests), labeled the fund a “corporate shell” filled with assets now deemed off-limits to survivors. In response, the Diocese stated: "The allegations are unsupported by facts and are being fully addressed in the ongoing litigation." The Oakland Parochial Fund is part of a network of nonprofits tied to the Diocese, such as the Roman Catholic Welfare Corporation, which oversees East Bay Catholic schools. While the Bishop's attorneys argue these entities' assets are not available for settlements, survivors' attorneys strongly disagree, asserting that the Bishop exerts complete control over these organizations. The Diocese recently proposed a reorganization plan including a $150 million fund for over 350 abuse survivors. However, victims and their attorneys argue the plan is inadequate given the Diocese's extensive assets, including substantial real estate holdings. They also contend that California juries would likely award far greater damages in individual cases than what the plan offers. Victims, including survivor Sherry Waterworth, are calling for greater accountability. "Bishop Barber needs to come to the table and be honest," Waterworth said. At a recent court hearing, the Diocese agreed to amend its reorganization plan to address feedback from Judge Lafferty and creditors. Attorneys for the Diocese maintain the plan provides fair compensation to survivors while ensuring the church can continue its mission. About Roman Catholic Bishop Of Oakland The Roman Catholic Bishop of Oakland, a tax-exempt religious organization, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40523) on May 8, 2023. In the petition signed by Bishop Michael Charles Barber, the Debtor disclosed $100 million to $500 million in both assets and liabilities. Judge William J. Lafferty oversees the case. The Debtor tapped Foley & Lardner LLP as legal counsel and Alvarez & Marsal North America, LLC as restructuring advisor. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Lowenstein Sandler, LLP as bankruptcy counsel; Burns Bair LLP as special insurance counsel; and Berkeley Research Group, LLC as financial advisor. ORCHARD PARK: Updates Secured Mortgage Claim Pay; Amends Plan ------------------------------------------------------------- Orchard Park Equity Associates, LLC, submitted a First Amended Disclosure Statement with respect to the First Amended Chapter 11 Plan of Liquidation dated December 13, 2024. The Plan is a plan of liquidation. Funds distributed under the Plan will consist of funds accumulated by OPEA as of the Effective Date and raised during the duration of the plan through asset sales and any additional funds. The only priority claims that debtor is presently aware of are priority tax claims, specifically local taxes. The debtor is not aware of any other administrative claims or priority claims other than professional fees. Assuming the Premises sell for the value in the appraisal, the secured creditor, Lake Shore Savings Bank ("LSSB") shall be paid in full. Assuming the Premises sell for the value in the appraisal, the next class of judgment creditors will be paid in full. Next the unsecured creditors will be paid in a pro rata amount with remaining funds. Any additional funds remaining will be returned to the equity interest holders. The Debtor did not operate as a going-concern during the pendency of the Bankruptcy Case and focused solely on maximizing the value of its assets. The Plan is a plan of liquidation that provides for payment to creditors from (i) funds already accumulated and in the possession of Debtor's Chapter 11 counsel and (ii) funds raised through the sale of the assets of the Debtor. Class 2 consists of Secured Mortgage Claim (Mortgage Holder). Claim will receive, on account of such Allowed Claim, at the sole option of the Debtor, as applicable: (i) Cash in an amount equal to the Allowed amount of such Claim; (ii) return of the applicable collateral in satisfaction of the Allowed amount of such Other Secured Claim. Except as otherwise specifically provided herein, upon the payment in full in Cash of an Other Secured Claim, any Lien securing an Other Secured Claim that is paid in full, in Cash, shall be deemed released, and the holder of such Other Secured Claim shall be authorized and directed to release any collateral or other property of the Debtor (including any Cash collateral) held by such holder and to take such actions as may be requested by the Debtor, to evidence the release of such Lien, including the execution, delivery and filing or recording of such releases as may be requested by the Debtor. The Plan will be administered by the Debtor. Upon the distribution of all Assets pursuant to the Plan and the filing by the Debtor of a certification to that effect with the Bankruptcy Court (which may be included in the application for the entry of the Final Decree), the Debtor shall be deemed dissolved for all purposes without the necessity for any other or further actions to be taken by or on behalf of the Debtor or payments to therewith, provided, however, that the Debtor may, but will not be required to, take appropriate action to dissolve under applicable law. A full-text copy of the First Amended Disclosure Statement dated December 13, 2024 is available at https://urlcurt.com/u?l=Zz4wFn 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. PARTY CITY: Closure Driven by Abrupt Inventory Value Decline ------------------------------------------------------------ Jonathan Randles and Steven Church of Bloomberg News reports that the looming closure of Party City was set in motion weeks ago after an unexpected -- and contested -- decline in the value of its inventory, the company revealed in court filings. The inventory devaluation prompted lenders to demand Party City, already grappling with declining sales and foot traffic, to reserve $50 million, further depleting its limited cash resources. In an effort to secure additional funds, the costume and party supply retailer engaged Hilco Valuation Services LLC in September 2024 to reassess its inventory value. About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations' industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco had total assets of $2,869,248,000 against total debt of $3,022,960,000. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP, as legal counsel; Moelis & Company, LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. PricewaterhouseCoopers LLP (PwC) provides accounting and valuation advisory services, tax-related services, and internal audit Sarbanes-Oxley Act support services. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases. The committee is represented by Pachulski Stang Ziehl & Jones, LLC. 2nd Attempt Party City Holdco sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90621) on December on December 21, 2024. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Alfredo R. Perez handles the case. John F Higgins, IV of Porter Hedges LLP is the Debtor's counsel. PEOPLE WHO CARE: Unsecureds Will Get 100% over 120 Months --------------------------------------------------------- People Who Care Youth Center Inc. filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Chapter 11 Plan of Reorganization dated December 16, 2024. People Who Care commenced its bankruptcy case on October 3, 2023 (the "Petition Date"). For about five years, People Who Cares has been providing low or no-cost shelter and food and clothes to homeless and runaway youths. It also recently offered the same to refugee youths. Unfortunately, however, on August 30, 2023 at 4:30 a.m., a vehicle ran into its 1502 West Slauson building and caused damage to the building, including structural damage. The Debtor’s main real property is commonly known as 1500-1512 W. Slauson Ave., Los Angeles, CA 90047 and consists of two buildings addressed as 1502 and 1512, respectively ("Slauson Property"). The Debtor reported the incident to the police and filed a claim with its insurance company, State Farm. After several months during this case, the Debtor repaired this unit so as to resume operations as a shelter. In addition, the Debtor has been renting one of its two buildings, 1512 W. Slauson, to a tenant, UAW Labor Employment and Training Corporation (known as "Workforce"). In addition to receiving no less than $15,000 in rent for one of its buildings, the Debtor anticipates generating significant gross earnings starting in approximately February 2025 of no less than $47,400 (at $79 per bed), which is set to increase as of July 1, 2024 to $77,400 (at $129 per bed). Needless to say, if and when it fills all 49 beds, the Debtor expects that it may generate up to $116,130 through June 30, 2025 and $189,630 starting on July 1, 2025. The Debtor has projected its performance over the next few months but is subject to fluctuations in this stage of its path. The Plan is a reorganizing plan. In other words, the Proponent seeks to accomplish payments under the Plan by its earnings from the operation of the Debtor as a duly-licensed congregate living health facility. Class 3 consists of All General Unsecured Claims Other than Claims in Convenience class. Allowed general unsecured claims shall receive a total of 100% over 120 months from the Effective Date in full satisfaction of their claims, commencing at the end of the first calendar quarter after the Effective Date. Class 4 consists of All Allowed General Unsecured Claims in the amount of $1,000 or less OR as to which its holder elects to receive $500 in full satisfaction thereof ("Convenience Class"). The Debtor will pay 100% of such claims on the Effective Date. It is projected that on the Effective Date, the Debtor will have approximately $115,000 on the Effective Date. The amount available as of the Effective Date may be less than $270,000 by an amount equal to allowed administrative amounts paid before the Effective Date order, which will reduce the amounts due on the Effective Date by a corresponding amount. A full-text copy of the Disclosure Statement dated December 16, 2024 is available at https://urlcurt.com/u?l=UgoyTJ from PacerMonitor.com at no charge. Counsel to the Debtor: Giovanni Orantes, Esq. The Orantes Law Firm, PC 3435 Wilshire Blvd., Suite 2920 Los Angeles, CA 90010 Tel: (213) 389-4362 Fax: (877) 789-5776 Email: go@gobklaw.com About People Who Care Youth Center People Who Care Youth Center Inc., is a non-profit corporation that provides child daycare to low-income working parents in South Central Los Angeles. Its primary asset is a commercial real property building located at 1502 and 1512 West Slauson Avenue, Los Angeles, California. People Who Care Youth Center Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-16449) on Oct. 3, 2023. In the petition filed by Michelle McArn, as CEO, the Debtor estimated assets between $500,000 and $1 million and estimated liabilities between $100 million and $500 million. PERFECTION AUTO: Amends Insouth Bank Secured Claims Pay ------------------------------------------------------- Perfection Auto Refinish, LLC, filed with the U.S. Bankruptcy Court for the Western District of Tennessee a First Amended Plan of Reorganization dated December 11, 2024. Amendment as to Class 1- Pre-petition Secured Claim of Insouth Bank. Article V, treatment of the Class 1 pre-petition secured claim of Insouth Bank is deleted and the following is substituted in its place: "Class 1 consists of the claim of Insouth Bank in the original principal amount of $150,000 as evidenced by that certain Business Loan Agreement and Commercial Security Agreement dated February 5, 2022 (the "Loan"). The current balance of the claim is approximately $149,600. Insouth has a first priority security interest in all the Debtor's assets including its cash on hand, accounts receivables, equipment, and deposits. Except as modified by this Plan, the terms of Insouth's Loan shall remain in full force and effect. Insouth shall retain its liens and security interests in the Debtor's personal property." The Paragraph titled "DEFAULT" is modified to delete "Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect Borrower's or Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents." Class 1 shall be paid in full according to the terms of the agreement with Insouth as follows: (i) commencing on the Effective Date, Class 1 will receive monthly payments of $3,105.00 with a balloon payment for the balance of the Loan on the Maturity Date. The Loan shall bear interest on variable rate basis as provided in the Loan. Class 2 consists of the claim of Insouth Bank in the original principal amount of $135,374.72 as evidenced by that certain Business Loan Agreement and Commercial Security Agreement dated December 7, 2022 (the "Loan"). The current balance of the claim is approximately $99,530. Insouth has a first priority security interest in all the Debtor's assets including its cash on hand, accounts receivables, equipment, and deposits. Except as modified by this Plan, the terms of Insouth's Loan shall remain in full force and effect. Insouth shall retain its liens and security interests in the Debtor's personal property. Class 2 shall be paid in full according to the terms of the agreement with Insouth as follows: (i) commencing on the Effective Date, Class 2 will receive monthly payments of $2,788.97. There shall be no penalty for any pre-payment of any or all the Distributions provided in this paragraph. Class 2 is impaired. Class 3 consists of the Allowed Claims of general unsecured creditors. On the petition date, Debtor owed Amsterdam Capital Group $61,830, EBF Holdings, LLC $28,697, Capybara Capital LLC $54,437, Caymus Funding, Inc. $50,688, and Fox Business Funding $15,808. Each of these entities assert that their claim is secured by a lien against Debtor's receivables. On the Petition date, Debtor's receivables had a value of $93,000 but Insouth had a first priority lien against the entire amount. Therefore, each of these entities had claims that were wholly unsecured. The Debtor estimates total unsecured claims to be approximately $802,381.00. The $616.84 general unsecured portion of the Tennessee Department of Revenue's claim established in the agreed order is included in Class 3. Each creditor will be paid in full over five years; commencing on the Effective Date, holders of allowed Class 3 claims will receive a pro-rata share of a $13,373.03 monthly distribution to be made by the 20th of each month until paid in full. Based on the proforma, Debtor anticipates that Class 3 should be paid in full in less than 60 months. Except as provided in section 9.02, the Debtor shall fund the Plan out of its projected disposable income generated from the operation of its business. Jeff McCraw shall remain President of the Debtor. Mr. McCraw shall be paid $104,000 annually to act as President. A full-text copy of the First Amended Plan dated December 11, 2024 is available at https://urlcurt.com/u?l=y6Ix2w from PacerMonitor.com at no charge. Counsel to the Debtor: Michael P. Coury, Esq. Glankler Brown, PLLC 6000 Poplar Avenue, Suite 400 Memphis, TN 38119 Telephone: (901) 576-1886 Facsimile: (901) 525-2389 Email: mcoury@glankler.com About Perfection Auto Refinish LLC Perfection Auto Refinish LLC provides auto body repair services to the greater Memphis, TN, area. Its services include auto body repair, collision repair, ceramic coating, auto detailing, paint corrections, ADAS and wheel alignment. Perfection Auto Refinish LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-23506) on July 22, 2024. In the petition signed by Jeffrey S. McCraw, president, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. Judge Ruthie Hagan oversees the case. Michael P. Coury, Esq., at Glankler Brown, PLLC, serves as the Debtor's counsel. PLANET HOLDINGS: Posts $20.8M Net Loss in Fiscal Year 2023 ---------------------------------------------------------- Planet Green Holdings Corp. filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K/A reporting a net loss of $20,843,796 for 12 months ending December 31, 2023. The Company has incurred a net loss of $20,843,796 attributable to common shareholders for the year ended December 31, 2023. As of December 31, 2023, the Company had an accumulated deficit of $140,724,597, a working capital deficit of $6,675,220, its net cash used in operating activities for the year ended December 31, 2023 was $5,282,343. Management's plan for the Company's continued existence is dependent upon management's ability to execute the business plan, develop the plan to generate profit; additionally, Management may need to continue to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate purposes. If management is unable to execute its plan, the Company may become insolvent. A full-text copy of the Company's Form 10-K/A is available at: https://urlcurt.com/u?l=L2tnIf About Planet Green Holdings Corp. Planet Green Holdings Corp., headquartered in Flushing, N.Y., is not an operating company in the PRC but a Nevada holding company with its operations conducted through its subsidiaries in the PRC, U.S., Hong Kong and Canada and through contractual arrangements with its variable interest entity, Jilin Chuanyuan, which is a company incorporated in the PRC. Planet Green is engaged in a number of diverse business activities, including consumer products, chemical products, and online advertising and mobile game. As of December 31, 2023, the Company had $42,629,996 in total assets, $23,189,784 in total liabilities, and $19,440,212 in total stockholders' equity. Irvine, Calif.-based YCM CPA, Inc., the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company records an accumulated deficit as of December 31, 2023, and the Company currently has a working capital deficit, continued net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PLASTIC SUPPLIERS: Seeks Chapter 11 Bankruptcy Protection in N.J. ----------------------------------------------------------------- On December 22, 2024, Plastic Suppliers Inc. filed Chapter 11 protection in the District of New Jersey. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Plastic Suppliers Inc. Plastic Suppliers Inc., doing business as PSI, Earthfirst Films, and Earthfirst Films by PSI is a global manufacturer of innovative, environmentally friendly thin-gauged, bio-based material using distinctive biopolymers such as Polylactic Acid ("PLA") and Polyhydroxyalkanoates ("PHA"). They also produce petrochemical-based films. They develop highly engineered application-specific solutions for a wide range of companies in the "Consumer Packaged Goods" and industrial markets. The Debtors provide their sustainable film solutions to customers in the Americas, EMEA region, and Asia. The Debtors' primary markets include food and beverage packaging, architecture products, medical equipment, personal care, office, industrial and laminated films for SME digital printers. The Debtors' products are compostable and recyclable and are utilized for, among other things, single-purpose bags, mailers, shrink sleeves, window packaging, envelopes, flow wraps, filters, transparent sealants, barrier sealants, print webs, adhesive labels, thermoforming films and laminates. Plastic Suppliers Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-22549) on December 22, 2024. In the petition filed by Michael DuFrayne, as president and chief executive officer, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Andrew B. Altenburg Jr. handles the case. The Debtor is represented by: Stephen M. Packman, Esq. Douglas G. Leney, Esq. ARCHER & GREINER, P.C. 1025 Laurel Oak Road Voorhees, NJ 08043 Tel: (215) 963-3300 Fax: (215) 963-9999 E-mail: spackman@archerlaw.com dleney@archerlaw.com POTTSVILLE OPERATIONS: Margaret Barajas Appointed as PCO -------------------------------------------------------- Andrew Vara, the U.S. Trustee for Regions 3 and 9, appointed Margaret Barajas as patient care ombudsman for Pottsville Operations, LLC and its affiliates. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Western District of Pennsylvania on Dec. 20. Section 333 of the Bankruptcy Code provides that Ms. Barajas, as the patient care ombudsman, shall: * Monitor the quality of patient care provided to patients of the Care Pavilion debtors, to the extent necessary under the circumstances, including, to the extent necessary, interviewing patients, physicians, and other appropriate interested parties; * In the event that the patient care ombudsman determines that the quality of patient care provided to patients of the Care Pavilion debtors is 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; and * As required by Section 333(b)(2) of the Bankruptcy Code, 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 Care Pavilion debtors. The ombudsman may be reached at: Margaret Barajas PA Long-Term Care Ombudsman | Ombudsman Office Pennsylvania Department of Aging 555 Walnut St. 5th Floor Harrisburg, PA 17101 Phone: (717) 783-7096 | Fax: (717) 772-3382 Email: mbarajas@pa.gov About Pottsville Operations Pottsville Operations LLC and its affiliates own and operates six skilled nursing facilities in Pennsylvania. Collectively, Pottsville has 925 beds across the six facilities, and 759 residents currently at the Facilities as of the Petition Date. Pottsville acquired the facilities in May of 2021. Pottsville Operations LLC and its 10 affiliates sought relief under sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 24-70418) on Oct. 15, 2024. In the petition signed by Neil Luria, as chief restructuring officer, Pottsville reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Bankruptcy Judge Jeffery A Deller handles the cases. The Debtors tapped Baker & Hostetler, LLP as general bankruptcy counsel; and RAaines Feldman Littrell, LLP as local counsel. SOLIC Capital Advisors LLC is serving as financial advisor, and Solic's Neil Luria has been tapped as CRO of the Debtors. Stretto, Inc. is the claims agent. QSR STEEL: Court Okays Settlement Agreement with Nosal, NAS ----------------------------------------------------------- Judge James J. Tancredi of the United States Bankruptcy Court for the District of Connecticut approved QSR Steel Corporation, LLC's motion to approve the settlement agreement between the Debtor, Nosal Builders, Inc. and SwissRe Corporation Solutions America Insurance Corporation f/k/a North American Specialty Insurance Co. (NAS) in a dispute relating to a construction project. The Debtor, a structural steel company owned by Glenn Salamone and David Rusconi, entered into a subcontract with Nosal, a construction management company, on August 8, 2019. The subcontract was part of a Connecticut Department of Transportation construction project in East Hampton and Marlborough, Connecticut. The Debtor was tasked with fabricating and installing steel and metalwork. At the Debtor's request, NAS issued two $710,000 performance bonds—one guaranteeing the subcontract's performance and another for the benefit of the Debtor's subcontractors and suppliers. In July 2020, Nosal terminated the subcontract, alleging the Debtor breached its terms. Nosal made a claim against NAS under the bonds, leading NAS to take over the Debtor's work on the project. NAS retained the Debtor as its subcontractor. However, Nosal claimed the work performed by NAS and the Debtor was deficient, prompting Nosal to hire additional contractors to complete the project. In February 2021, NAS brought a complaint against the Debtor and related entities in the District Court for the District of Connecticut, alleging that the Debtor and related entities breached a general agreement of indemnity entered into as a condition of issuing the performance bonds. Eventually, summary judgment was granted in favor of NAS on its breach of contract claim based upon the Debtor's failure to indemnify it, with an amended judgment in the amount of $201,975.12 entering on January 19, 2024. On October 26, 2021, Nosal filed a lawsuit in Connecticut Superior Court against the Debtor and NAS, alleging that the Debtor breached the subcontract and NAS breached the performance bond. The Debtor counterclaimed, asserting wrongful termination of the subcontract and breach of the subcontract due to disputes over change orders. After prolonged litigation, the Debtor, Nosal, and NAS reached a settlement during private mediation on April 29, 2024. In preparation for finalizing the Settlement Agreement, the Debtor transferred $150,000 to its legal counsel on May 3, 2024, to be held in escrow until the agreement's execution and delivery. On August 23, 2024, the Debtor filed a Motion to Approve a Settlement Agreement, arguing that the settlement had been effectively finalized before the bankruptcy filing ("pre-petition") and thus did not require Bankruptcy Court approval. The Debtor contended that only minor formalities—exchanging signed documents and releasing escrow funds—remained. Alternatively, the Debtor asserted that the settlement was reasonable and in the best interests of creditors and the estate. On September 19, 2024, the Subchapter V Trustee objected, raising concerns about the settlement’s enforceability, propriety, and compliance with bankruptcy priorities. The Trustee noted the escrow funds were not secured by any lien and argued that, if the agreement were executed pre-petition, it created an unsecured pre-petition debt that should be treated as such under a reorganization plan. However, after further review, the Trustee withdrew the objection during a November 27, 2024, evidentiary hearing, acknowledging the settlement’s significance, clarity, and role in advancing a reorganization plan. Also on September 19, 2024, Haynes filed its objection, arguing that to permit the settlement would effectively allow a preference payment to Nosal in violation of 11 U.S.C. Secs. 547 and 1122. Haynes contends that the settlement should not be honored and that the parties to that settlement should be paid equally with other prepetition general unsecured creditors in the Debtor's proposed Chapter 11 plan of reorganization. At the November 27, 2024 hearing, only the Debtor advanced any evidence, while Haynes essentially rested on its legal arguments. Having reviewed all the evidence, it is apparent from the facts and circumstances of this transaction that the minds of the parties had truly met and that an enforceable definitive prepetition accord thus existed. The parties' obligations under the memorialized agreement were clear and customary and the settlement monies were not merely determined but also transferred from the Debtor to its counsel and held in contemplation of an imminent closing. In sum, given (1) the clear and unambiguous language of the Settlement Agreement itself, (2) the circumstances surrounding the mediation and its conclusion, and (3) the purposes which the parties sought to accomplish in mediating and resolving their dispute, it is clear that a sufficient meeting of the minds had occurred and an enforceable Settlement Agreement with and by the Debtor had been reached before the Debtor filed its bankruptcy petition. In determining whether a settlement is fair and equitable, courts in this Circuit look at various interrelated facts and circumstances, which have been delineated as follows: (1) the balance between the litigation's possibility of success and the settlement's future benefits; (2) the likelihood of complex and protracted litigation, with its attendant expense, inconvenience, and delay, including the difficulty in collecting on the judgment; (3) the paramount interests of the creditors, including each affected class's relative benefits and the degree to which creditors either do not object to or affirmatively support the proposed settlement; (4) whether other parties in interest support the settlement; (5) the competency and experience of counsel supporting, and the experience and knowledge of the bankruptcy court judge reviewing, the settlement; (6) the nature and breadth of releases to be obtained by officers and directors; and (7) the extent to which the settlement is the product of arm's length bargaining. The Court approved the Settlement Agreement, finding it reasonable under Rule 9019(a) of the Federal Rules of Bankruptcy Procedure. While waiving a potentially avoidable $150,000 preference claim, the Court determined that unwinding the transaction and pursuing further litigation would likely result in worse outcomes for unsecured creditors or even a Chapter 7 conversion with no recoveries. The settlement, which involved withdrawing an $800,000 claim from a $6.6 million claims pool, was deemed to be in the best interests of the Chapter 11 estate and its creditors. A copy of the Court's decision is available at http://urlcurt.com/u?l=Y4kGNq About QSR Steel Corporation LLC QSR Steel Corporation, LLC is a one-stop, full service structural steel company based in Hartford, Conn., offering everything from steel buildings to stairs and railings. The Debtor filed Chapter 11 petition (Bankr. D. Conn. Case No. 24-20562) on June 18, 2024, with $2,838,179 in assets and $2,124,057 in liabilities as of March 31, 2024. Glenn Salamone, its member, signed the petition. Irve J. Goldman, Esq., at Pullman & Comley, LLC represents the Debtor as legal counsel. RAI INC: Updates Unsecured Claims Pay Details; Files Amended Plan ----------------------------------------------------------------- R.A.I., Inc., submitted a Second Amended Subchapter V Plan of Reorganization dated December 12, 2024. The bankruptcy filing was prompted due to a dispute relating to construction work at a KOA campground site in Steamboat Springs. The Debtor and KOA dispute turned into a litigation. The bankruptcy filing was prompted in part by the fact that the cost of litigation was going to exceed the amount at risk in the litigation. Settlement with Eric Curry The Debtor and Eric Curry, an insider of the Debtor have reached a settlement resolving the not less than $195,000 in distributions and the $2,019.10 in monthly increased salary. The Debtor has filed a motion to approve the settlement. In sum, Mr. Curry will be paying the bankruptcy estate a settlement payment in the amount of $195,000, $100,000 from the sale of his residence to be completed within approximately three years and $95,000 in equal monthly payments starting after confirmation of this Plan for three years (the "Curry Settlement"). The payments from the Curry Settlement will be paid into the Unsecured Creditor Account. Settlement with Recreational Adventures Co., ("RAC") RAC filed a proof of claim in the Bankruptcy Case asserting an unsecured claim in the amount of $319,864.74 for a refund of an overpayment and other damages which was assigned Claim No. 13-1 ("Claim 13"). RAC filed a complaint against the Debtor asserting Claim No. 13 is nondischargeable pursuant to Section 523(a) (the "Adversary Proceeding"). RAC objected to Court approval of the Curry Settlement. RAC objected to confirmation of the Debtor’s First Amended Plan. RAC and the Debtor, Scott Owens, and Eric Curry entered into a settlement agreement, the pertinent terms as follows: * Owens agrees to purchase and RAC agrees to sell and assign to Owens, Claim No. 13 for a purchase price of $196.077.08 within thirty days (or the first business day after the 30th day if the 30th day falls on a holiday or a weekend) from entry of an order by the Bankruptcy Court becoming a final non-appealable order (the "Final Order"). * Upon entry of a Final Order and upon receipt of the Purchase Price, in full, RAC shall execute an assignment of Claim 13 to Owens. * Upon entry of a Final Order and upon receipt of the Purchase Price, in full, RAC will: Move to dismiss the Adversary Proceeding; Withdraw its Objection to the Curry Settlement Motion and Amendment to Curry Settlement; and Withdraw its Objection to the First Amended Plan. * The Parties are granting each other releases. Class 7 consists of the general unsecured creditors of the Debtor. Holders of Class 7 Allowed Claims shall share on a Pro Rata basis monies deposited into the Unsecured Creditor Account. Upon the first full month following the Effective Date of the Plan and every month until Administrative Claims are paid in full and then for the remainder of the Term of the Plan the Debtor will every month in accordance with the terms of this Plan deposit for the five year term of the Plan: a) during the first year of the Plan $7,333.75; (b) during the second year of the Plan $8,526.67; (c) during the third year term of the Plan $7,113.08; (d) during the fourth year of the Plan $7,326.83 and (e) during the fifth year of the Plan $3,997.67; plus the funds received pursuant to the Curry Settlement, unless prepaid. At the end of each calendar quarter, the balance of the Unsecured Creditor Account will be distributed to the holders of Allowed Administrative Claims on a Pro Rata basis until such time as all holders of Allowed Administrative Claims have been paid in full, and then will be distributed to Class 7 general unsecured creditors that hold Allowed Claims on a Pro Rata basis. All funds recovered by the Debtor on account of Avoidance Actions shall be distributed to Allowed Administrative Claims until paid in full and then to Class 7 claimants holding Allowed Claims on a pro-rata basis, net of attorneys' fees and costs. Whether or not the Debtor pursues any Avoidance Actions (except that the Debtor will pursue the Curry Settlement, and litigation if the settlement is not approved with respect to Mr. Curry) shall be up to the Debtor and the decision to pursue such claims shall be discretionary with the Debtor. The Debtor may prepay the Tax Claims, Allowed Administrative Claims and the obligations under the Article VI at any time without penalty, at which time the Debtor's obligations to such creditors under this Plan shall be completed and the Debtor may seek a discharge of its debts if appropriate. The Debtor believes that the Plan, as proposed, is feasible. The funding for the Plan will come from the Debtor's continued operations. The Debtor projects it will have sufficient cash on hand to pay Administrative Claims and Tax Claims in full on the Effective Date of the Plan. A full-text copy of the Second Amended Plan dated December 12, 2024 is available at https://urlcurt.com/u?l=qENISq from PacerMonitor.com at no charge. Attorneys for the Debtor: Aaron A. Garber, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C., 2580 West Main Street, Suite 200, Littleton, Colorado 80120 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 Email: agarber@wgwc-law.com About RAI Inc. RAI Inc. was formed in 2008 with primary areas of business include excavation, street construction, and general construction. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-16014-JGR) on Dec. 28, 2023. In the petition signed by Scott Owens, general manager, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Joseph G. Rosania, Jr. oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., is the Debtor's legal counsel. RAYANI HOLDINGS: Claims to be Paid From Property Sale Proceeds -------------------------------------------------------------- Rayani Holdings, LLC filed with the U.S. Bankruptcy Court for the Eastern District of California a Disclosure Statement describing Plan of Reorganization. The Debtor is a California Limited Liability Company first organized in June 2023. Debtor was organized to purchase and develop certain real property located in Lincoln, California (APN 021-274-054-000 and 021-274-057-000 hereinafter "Property") which is approximately 8.85 acres. The Debtor has obtained a tentative map splitting the two parcels into six, progress toward a final map is being made. The Property is well located and in the path of development. Debtor has employed an experienced commercial real estate broker who is actively marketing the Property. The Property is listed at $7,700,000 and the broker is in communication with a number of qualified buyers. The Property was purchased for $5,500,000 in June 2023. There was a down payment of $1,000,000 and take back financing of $4,500,000 all due and payable in one year. Monthly payments were made but ceased in the Spring of 2024. A Notice of Default was filed, and a Trustee's Sale was set for September 18, 2024. The present case was filed on September 17, 2024. The value of the real property of the bankruptcy estate adequately secures the debt secured by the Property. The sale of the real property will net sufficient funds to pay all claims in full. The same outcome would be accomplished in a Chapter 7 liquidation but at the cost of greater administrative priority claims. Class 1 consists of JAS Land Fund 1, LLC. The secured claim of JAS Land Fund 1, LLC is a first priority deed of trust secured by the Property APN 021- 274-054-000 and 021-274-057-000 Lincoln, California. It shall be paid in full upon the sale of the real property. Class 2 consists of General Unsecured Claims. The allowed general unsecured claims will be paid upon the sale of the real property. No general unsecured claims have been identified. This Class is impaired. Class 3 consists of Interest Holders of the Debtor. The property of the estate shall revest to the Debtor upon the Plan Effective Date. The Debtor shall continue to actively market the real property of the estate. Management is also pursuing finalization of the existing tentative map that will allow the sale of separate parcels. Management reserves the right to obtain new financing or equity that will pay the claims in this case. A full-text copy of the Disclosure Statement dated December 13, 2024 is available at https://urlcurt.com/u?l=ND32Pu from PacerMonitor.com at no charge. Counsel to the Debtor: Stephen Reynolds, Esq. Reynolds Law Corporation 424 Second Street, Suite A Davis, CA 95616 Tel: (530) 297-5030 Fax: (530) 297-5077 Email: sreynolds@lr-law.net About Rayani Holdings LLC Rayani Holdings LLC owns 8.4 acres located in Lincoln, CA being subdivided from two to six parcels zoned for commercial use. The property is valued at $7.5 million based on management's review. Rayani Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-24147) on September 17, 2024. In the petition filed by Hooshang Fazeli, as managing member, the Debtor reports total assets of $7,527,277 and total liabilities of $4,736,040. The Honorable Bankruptcy Judge Ronald H. Sargis handles the case. The Debtor is represented by Stephen Reynolds, Esq. at REYNOLDS LAW CORPORATION. RESTAURANT CORP: Court Approves Interim Use of Cash Collateral -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, granted Restaurant Corp Unlimited, LLC, authorization to use cash collateral on an interim basis to cover necessary expenses, including a $1,000 monthly payment to the Subchapter V Trustee per Debtor. The Debtor is authorized to use cash collateral through January 15, 2025, to pay necessary expenses and costs of administration incurred by the Debtors pursuant to a budget, subject to a 10% variance. The Secured Lender (Axiom Bank, N.A.) is granted a replacement lien on cash collateral to the same extent and with the same validity and priority as its prepetition lien against cash collateral. A continued preliminary hearing is scheduled for January 15, 2025, at 9:30 a.m. to further consider the Motion and the continued use of cash collateral. About Restaurant Corp Unlimited LLC Restaurant Corp Unlimited LLC is a fast-casual restaurant, offering meals served quickly while ensuring unforgettable guest experiences. It is a premier choice for shoppers seeking a quick and satisfying bite in malls and airports across the nation. Restaurant Corp Unlimited LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-06601) on December 4, 2024. In the petition filed by Antonio S. Lomoriello, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Grace E. Robson handles the case. The Debtor is represented by: R. Scott Shuker, Esq. SHUKER & DORRIS, P.A. 121 S. Orange Avenue, Suite 1120 Orlando, FL 32801 Tel: (407) 337-2060 E-mail: rshuker@shukerdorris.com REVO BB: Seeks Chapter 11 Bankruptcy in New Jersey -------------------------------------------------- On December 20, 2024, Revo BB Owner LLC filed Chapter 11 protection in the District of New Jersey. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. About Revo BB Owner LLC Revo BB Owner LLC is engaged in activities related to real estate. Revo BB Owner LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-22515) on December 20, 2024. In the petition filed by Yaakov R. Klugman, as authorized person, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: T.J. Scrivo, Esq. KING & SPALDING LLP 1185 Avenue of the Americas, 34th Floor New York, NY 10036 Tel: 212-556-2179 Email: tscrivo@kslaw.com RIVERA FAMILY: Sec. 341(a) Meeting of Creditors on January 15 ------------------------------------------------------------- On December 20, 2024, Rivera Family Holdings LLC filed Chapter 11 protection in the Western District of Wisconsin. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 15, 2025 at 02:00 PM at Telephone Conference. Number: 866-818-1445 Passcode: 1578204 . cc: via BNC to all parties. About Rivera Family Holdings LLC Rivera Family Holdings LLC is a limited liability company. Rivera Family Holdings LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 24-12559) on December 20, 2024. In the petition filed by Lynnae Rivera and Filiberto Rivera, as partners, the Debtors report estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Catherine J. Furay handles the case. The Debtor is represented by: Galen W. Pittman, Esq. PITTMAN & PITTMAN LAW OFFICES, LLC 712 Main Street La Crosse, WI 54601 Tel: (608) 784-0841 Fax: (608) 784-2206 Email: Info@PittmanandPittman.com ROYAL BLUE REALTY: May Use $136K of Cash Collateral Thru March 31 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York granted Royal Blue Realty Holdings, Inc. authorization to use cash collateral on an interim basis from January 1, 2025, through March 31, 2025. The Debtor is authorized to use cash collateral in the amount of $136,032, which includes approximately $98,123 in payments reimbursed by Comm-U. The Debtor's use of cash collateral is limited to payment of authorized expenses pursuant to the budget annexed to the Order, subject to a 10% variance. As adequate protection for the Debtor's use of cash collateral, DB is granted valid, binding, enforceable, and automatically perfected post-petition liens on all property, whether now owned or hereafter acquired or existing and wherever located, of the Debtor and the Debtor's estate. DB's replacement liens include avoidance actions under Chapter 5 of the Bankruptcy Code. As additional adequate protection, the Debtor will, among other things, maintain all of its insurance policies in full force and effect, and will make timely payments of all property taxes and common charges relating to the prepetition collateral. A final hearing to consider entry of a final order is scheduled for March 13, 2025, at 10:00 a.m. About Royal Blue Realty Holdings Royal Blue Realty Holdings, Inc., which holds business at 162-174 Christopher Street, New York, NY, is primarily engaged in renting and leasing real estate properties. Royal Blue filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 21-10802) on April 26, 2021. As of the Petition Date, the Debtor estimated between $1 million to $10 million in assets, and between $10 million to $50 million in liabilities. The petition was signed by Andrew Nichols, chief restructuring officer. Davidoff Hutcher & Citron LLP represents the Debtor as counsel. Judge Hon. Lisa G. Beckerman oversees the case. Elaine Shay was appointed as temporary receiver with respect to the Debtor by order of the Supreme Court of New York on March 9, 2021. SB CONTRACTORS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of SB Contractors, LLC. About SB Contractors SB Contractors, LLC is a Texas-based general contractor specializing in heavy highway and commercial services. SB Contractors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-52121) on October 25, 2024, with $1 million to $10 million in both assets and liabilities. William S. Simpson, authorized signatory, signed the petition. Judge Michael M. Parker oversees the case. Todd Headden, Esq., at Hayward PLLC, represents the Debtor as legal counsel. SCIENTIFIC INDUSTRIES: Lowers Net Loss to $1.18M in Third Quarter ----------------------------------------------------------------- Scientific Industries, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.18 million on $2.77 million of revenues for the three months ended Sept. 30, 2024, compared to a net loss of $2.20 million on $2.59 million of revenues for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported net loss of $4.52 million on $7.90 million of revenues compared to a net loss of $6.86 million on $8.37 million of revenues for the nine months ended Sept. 30, 2023. As of Sept. 30, 2024, the Company had $13.31 million in total assets, $2.37 million in total liabilities, and $10.93 million in total shareholders' equity. For the nine months ended Sept. 30, 2024, the Company generated negative cash flows from operations of $3,304,600 and had an accumulated deficit of $32,000,400 as of Sept. 30, 2024. Company management does not believe that cash on hand and cash flows expected to be generated internally by the Company will be adequate to fund its operations and other cash flow requirements over the next twelve months. The Company said these reasons raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are to be filed. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/87802/000165495424014460/scnd_10q.htm About Scientific Industries Headquartered in Bohemia, New York, Scientific Industries, Inc. is engaged in the design, manufacture, and marketing of standard benchtop laboratory equipment, and through its wholly-owned subsidiary, Scientific Bioprocessing Holdings, Inc., the design, manufacture, and marketing of bioprocessing systems and products. SBHI has two wholly-owned subsidiaries - Scientific Bioprocessing, Inc., a Delaware corporation, and aquila biolabs GmbH, a German corporation. The Company's products are used primarily for research purposes by universities, pharmaceutical companies, pharmacies, national laboratories, medical device manufacturers, and other industries performing laboratory-scale research. SEARS HOLDINGS: MOAC Bankruptcy Appeal Moot, 2nd Cir. Says ---------------------------------------------------------- In the case captioned as MOAC MALL HOLDINGS LLC, Appellant-Cross-Appellee, v. TRANSFORM HOLDCO LLC, Appellee-Cross-Appellant, SRZ LIQUIDATING TRUSTEE, SUCCESSOR IN INTEREST SEARS HOLDINGS CORPORATION, Trustee-Appellee, No. 24-1354-bk (2nd Cir.), Judges Susan L. Carney, Joseph F. Bianco and William J. Nardini of the United States Court of Appeals for the Second Circuit affirmed the judgment of the United States District Court for the Southern District of New York denying MOAC's bankruptcy appeal as moot for lack of a remedy. Appellant-Cross-Appellee MOAC Mall Holdings LLC appeals from the district court's decision denying its bankruptcy appeal as moot for lack of a remedy because, although the district court vacated the assignment and assumption of the lease at issue to Appellee-Cross-Appellant Transform Holdco LLC, it determined that the lease would not revert to MOAC, the lessor, pursuant to 11 U.S.C. Sec. 365(d)(4), and that MOAC had no available alternative remedy. MOAC principally argues on appeal that the district court erred by: (1) concluding that Section 365(d)(4) did not govern the lease; (2) determining that Transform and Sears Holdings Corporation and its affiliated debtors neither waived nor forfeited the argument that Section 365(d)(4) did not apply in this case; and (3) returning the lease to Appellee SRZ Liquidating Trustee, the successor-in-interest to Sears, outside of the assumption procedures set forth in Section 365. Transform, in turn, cross-appeals the district court's determination that the vacatur of the bankruptcy court's order rendered the assumption and assignment of the lease void. According to the Circuit Judges, the district court's vacatur of the assumption and assignment effectively rendered the transfer of the MOAC Lease to Transform void ab initio. They explain, "As a result, the MOAC Lease ends up where it began -- as part of Sears's bankruptcy estate. Pursuant to the Plan, 'all title and interest in all of the Liquidating Trust Assets, which constitute all assets of the Debtors that have not been distributed on or prior to the Effective Date, including without limitation all General Assets . . . as well as the rights and powers of each Debtor in such Liquidating Trust Assets, including, without limitation, all of the Debtors' rights under the Asset Purchase Agreement, shall irrevocably and automatically vest in the Liquidating Trust . . . .' MOAC does not dispute on appeal that the MOAC Lease is the type of asset that fits this definition. The MOAC Lease is therefore properly in the control of the Liquidating Trustee. Moreover, because neither the Liquidating Trust nor its assets are now in bankruptcy, Section 365 and its attendant requirements simply no longer apply to the MOAC Lease." The Circuit Judges conclude that Transform and Sears, neither through stipulation nor prior conduct, waived their right to object to MOAC's attempted invocation of Section 365(d)(4) or to argue that the MOAC Lease is not a "true lease" under that subsection, as interpreted by RPI. They also conclude that MOAC’s argument that Transform has forfeited its ability to argue that the MOAC Lease was not a "true lease" under Section 365(d)(4) is similarly unavailing. A copy of the Court's decision dated December 13, 2024, is http://urlcurt.com/u?l=idhHtJ About Sears Holdings Corp. Sears Holdings Corporation -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. At that time, the Company employed 68,000 individuals. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets against $11.33 billion in total liabilities. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. In February 2019, Bankruptcy Judge Robert Drain authorized Sears Holdings approval to sell the business to majority shareholder and CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL Investments, Inc., won an auction to acquire substantially all of Sears' assets, including the "Go Forward Stores" on a going-concern basis. The proposal allowed 425 stores to remain open and provided ongoing employment to 45,000 employees. The new parent is Transform SR Brands LLC, doing business as Transformco, referred to as "New Sears". Transform is an American privately held company formed on Feb. 11, 2019, to acquire some of the assets of Sears Holdings Corporation. The new company is owned by Eddie Lampert's ESL Investments. SEBASTIAN TECH: Gets Final OK to Use Lenders' Cash Collateral ------------------------------------------------------------- Sebastian Tech Systems, LLC received final approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas, Jonesboro Division to use its secured lenders' cash collateral. The final order signed by Judge Phyllis Jones approved the use of cash collateral to maintain the company's operations in accordance with its projected budget. As adequate protection, secured lenders Simmons Bank, the U.S. Small Business Administration, On Deck Capital, Byzfunder NY LLC, and Forward Financing were granted replacement liens and security interests coextensive with their pre-bankruptcy liens. In addition, Sebastian Tech Systems was ordered to maintain insurance on the secured lenders' collateral. About Sebastian Tech Systems Sebastian Tech Systems, LLC owns and operates an IT Service company in Jonesboro, Ark. Sebastian Tech Systems 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. SKYLOCK INDUSTRIES: Wins Interim Cash Collateral Access Thru Jan 20 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California granted Skylock Industries Inc. authorization to use cash collateral to cover ordinary and necessary operating expenses on an interim basis through January 20, 2025. The terms and conditions of the order are the same as those set forth in the previous order, approving interim use of cash collateral. The continued hearing is set for January 15, 2025. About Skylock Industries Skylock Industries Inc. is a California-based aircraft parts manufacturer. Skylock Industries sought relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-17820) on Sept. 26, 2024, with $10 million to $50 million in both assets and liabilities. Judge Sheri Bluebond handles the case. The Debtor is represented by Jeffrey S. Shinbrot, Esq., at The Shinbrot Firm. SMITH MICRO: Shareholders OK Issuance of Stocks to WM Smith ----------------------------------------------------------- Smith Micro Software, Inc., disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that on December 10, 2024, the Company held a special meeting of stockholders. The Special Meeting was reconvened on December 10, 2024 following its adjournment on its originally scheduled date of November 12, 2024. Of the 15,179,115 shares of the Company's common stock outstanding and entitled to vote at the Special Meeting, 8,082,863 shares (or 53.25%), constituting a quorum, were represented in person (online) or by proxy at the Special Meeting. Two proposals were submitted by the Company's Board of Directors to a vote of Company stockholders. The Company's stockholders approved, for purposes of Nasdaq listing rule 5635(b), the issuance by the Company of that number of shares of Company common stock, par value $0.001 per share that would cause William W. Smith, Jr. to beneficially own 20% or more of the Common Stock or voting power of the Company, through the exercise of those certain warrants to purchase up to 2,575,107 shares of Common Stock, which were acquired by a trust for which William W. Smith, Jr., our Chairman, President, and Chief Executive Officer, serves as co-trustee, and shareholders approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Nasdaq Proposal. About Smith Micro Software Pittsburgh, Pa.-based Smith Micro Software, Inc. develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. Smith Micro's portfolio includes family safety software solutions to support families in the digital age and a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, retail content display optimization, and performance analytics. Los Angeles, Calif.-based SingerLewak LLP, the Company's auditor since 2005, issued a "going concern" qualification in its report dated Feb. 26, 2024, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, Smith Micro Software had $52.99 million in total assets, $10.09 million in total liabilities, and $42.9 million in total shareholders' equity. SMOKECRAFT CLARENDON: Gets OK to Use Cash Collateral Thru Jan. 31 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division granted Smokecraft Clarendon, LLC, authorization to use cash collateral on an interim basis through January 31, 2025. The Debtor is authorized to use cash collateral to pay post-petition, current, and necessary expenses set forth in the budget attached to the Motion, plus an amount not to exceed 10% for each line item. Capital Bank is granted adequate protection liens against all property of the Debtor and the Debtor's estate, including all products, proceeds, and supporting obligations. The adequate protection liens are automatically perfected upon entry of this Order, without the need for Capital Bank to file or execute any financing statements or other documents. The Debtor prohibited from using cash collateral for insider claims or payments outside the ordinary course. Insurance coverage required. A final hearing on the Motion is not scheduled, but the Debtor's authorization to use cash collateral shall expire on January 31, 2025. About Smokecraft Clarendon Smokecraft Clarendon, LLC, owns and operates a barbecue restaurant in Arlington County, Virginia, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-13609) on April 29, 2024. In the petition signed by Andrew Darneille, manager, the Debtor disclosed $129,456 in total assets and $1,379,956 in total liabilities. Maurice Verstandig, Esq., at The VerStandig Law Firm represents the Debtor as legal counsel. SOVEREIGN MEDICAL: Files Bankruptcy Protection in New Jersey ------------------------------------------------------------ On December 20, 2024, Sovereign Medical Services Inc. filed Chapter 11 protection in the District of New Jersey. According to court filing, the Debtor reports $50 million and $100 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Sovereign Medical Services Inc. Sovereign Medical Services Inc. owns and operates a healthcare business. Sovereign Medical Services Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-22498) on December 20, 2024. In the petition filed by John H. Hajjar, MD, as CEO, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $50 million and $100 million. Honorable Bankruptcy Judge John K. Sherwood handles the case. The Debtor is represented by: Anthony Sodono, III, Esq. MCMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Suite 201 Roseland, NJ 07068 Tel: 973-622-1800 Email: asodono@msbnj.com SPHERE 3D: Prices $6M Direct Offering, Concurrent Private Placement ------------------------------------------------------------------- Sphere 3D Corp announced that it has entered into a securities purchase agreement with a single institutional investor for the issuance and sale of 4,225,353 of its common shares (or common share equivalents in lieu thereof) in a registered direct offering at a purchase price of $1.42 per share. In a concurrent private placement, the Company also agreed to issue to the same investor warrants to purchase up to 4,225,353 of its common shares. The Common Warrants have an exercise price of $1.50 per share, will be exercisable commencing six months from the date of issuance, and will expire five and one-half years following the date of issuance. The gross proceeds from the Offerings, before deducting the placement agent's fees and other offering expenses payable by the Company, are expected to be approximately $6 million. The Company expects to use the net proceeds from the Offerings to accelerate efficiency and for the purchase/upgrade of the Company's mining fleet, vertical integration of infrastructure, as well as general corporate purposes. A.G.P./Alliance Global Partners is acting as sole placement agent for the Offerings. The Offerings were expected to close on or about Nov. 21, 2024, subject to the satisfaction of customary closing conditions. The shares (or common share equivalents in lieu thereof) offered to the institutional investor described above are being offered pursuant to a registration statement on Form S-3 (File No. 333-269663), which was declared effective by the Securities and Exchange Commission on Oct. 15, 2024. The Registered Offering is being made only by means of a prospectus which is a part of the effective registration statement. The Common Warrants will be issued in the concurrent Private Placement. A final prospectus supplement and the accompanying prospectus relating to the Registered Offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Additionally, when available, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com. The Private Placement of the Common Warrants and the shares underlying the Common Warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. Accordingly, the securities issued in the Private Placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. In connection with the offering, the Company also agreed to amend existing warrants to purchase up to 142,857 common shares of the Company, with an exercise price of $66.50 per share, that were previously issued to the investor participating in the Offerings. Effective upon closing of the Offerings, such existing warrants will be amended to reduce the exercise price to $1.50 per share, change the initial exercise date to six months from the closing of the Offerings, and change the termination date to 5.5 years from the closing of the Offerings. All the other terms of the prior warrants will remain unchanged. About Sphere 3D Sphere 3D Corp. (NASDAQ: ANY) -- Sphere3D.com -- is a cryptocurrency miner growing its industrial-scale Bitcoin mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with best-in-class data center operators. Sphere 3D is dedicated to growing shareholder value while honoring its commitment to strict environmental, social, and governance standards. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 13, 2024, citing that the Company has suffered recurring losses from operations and does not expect to have sufficient working capital to fund its operations, which raises substantial doubt about its ability to continue as a going concern. SPHERE 3D: Swings to $104K Net Income in Third Quarter ------------------------------------------------------ Sphere 3D Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $104,000 on $2.36 million of total revenues for the three months ended Sept. 30, 2024, compared to a net loss of $6.31 million on $5.72 million of total revenues for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $2.25 million on $13.97 million of total revenues compared to a net loss of $14.56 million on $14.22 million of total revenues for the same period during the prior year. As of Sept. 30, 2024, the Company had $44.26 million in total assets, $3.55 million in total current liabilities, $4.86 million in temporary equity, and $35.85 million in total shareholders' equity. Sphere 3d said, "We have recurring year to date losses from operations. Our primary source of cash flow is generated from Bitcoin mining revenue. At September 30, 2024, we had cash and cash equivalents of $5.0 million compared to cash and cash equivalents of $0.6 million at December 31, 2023. As of September 30, 2024, we had working capital of $11.0 million reflecting an increase of $2.8 million since December 31, 2023 primarily related to an increase in cash and the unrealized gain on our investment in equity securities. Cash management continues to be a priority and we are phasing out high-cost hosting contracts, leveraging our access to capital, and reducing our overall mining costs. "Management has projected that based on our recurring losses, negative cash flows from operating activities, and our hashing rate at September 30, 2024, cash on hand may not be sufficient to allow us to continue operations and there is doubt about our ability to continue as a going concern within 12 months from the date of issuance of the financial statements if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Included in our working capital is an investment in equity securities that we can liquidate as needed to assist in funding our operations. Our ability to raise additional funds for working capital through equity or debt financings or other sources may depend on the financial success of our business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. If we require additional capital and are unsuccessful in raising that capital at a reasonable cost and at the required time, or at all, we may not be able to continue our business operations in the cryptocurrency mining industry or we may be unable to advance our growth initiatives, either of which could adversely impact our business, financial condition and results of operations. In an effort to mitigate these risks we expect to take steps to lower our cost of mining and also refresh our mining fleet to increase our mining efficiency." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1591956/000159195624000019/any-20240930.htm About Sphere 3D Sphere 3D Corp. (NASDAQ: ANY) -- Sphere3D.com -- is a cryptocurrency miner growing its industrial-scale Bitcoin mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with best-in-class data center operators. Sphere 3D is dedicated to growing shareholder value while honoring its commitment to strict environmental, social, and governance standards. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 13, 2024, citing that the Company has suffered recurring losses from operations and does not expect to have sufficient working capital to fund its operations, which raises substantial doubt about its ability to continue as a going concern. SPIKE BODY: Gets OK to Use Cash Collateral Until Jan. 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois granted Spike Body Werks, Inc., authorization to use cash collateral to cover expenses from December 20, 2024, to January 31, 2025. The Debtor is authorized to use cash collateral to pay post-petition expenses to third parties. The budget outlines the Debtor's projected $319,850 total expenses for the next several weeks from Dec. 16 to Jan. 31, 2025. To protect the interests of secured creditors, including Byline Bank and the U.S. Small Business Administration, several measures have been implemented. These include allowing inspections of the company's books and records, maintaining insurance on collateral, and providing regular variance reports. The company is also required to ensure that the collateral is properly maintained and managed. A further interim status hearing on the Motion is scheduled for January 24, 2025, at 10:00 a.m. Objections to the use of cash collateral are due by January 20, 2025. About Spike Body Spike Body Werks, Inc., is an Illinois company engaged in the business of autobody collision restoration and custom work. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13885) on Oct. 17, 2023, with $1 million to $10 million in both assets and liabilities. Pasquale Roppo, president, signed the petition. Judge Donald R. Cassling oversees the case. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, represents the Debtor as legal counsel. STEEL FABRICATORS: Commences Subchapter V Bankruptcy Proceeding --------------------------------------------------------------- On December 23, 2024, Steel Fabricators Inc. filed Chapter 11 protection in the District of Colorado. According to court filing, the Debtor disclosed 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 30, 2025 at 01:00 PM at Telephonic Meeting: Phone 888-497-4718, Passcode 6026644#. About Steel Fabricators Inc. Steel Fabricators Inc., doing business as SFI, provides steel fabrication services. Steel Fabricators Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 24-17584) on December 23, 2024. In the petition filed by Heidi Fox, as CEO, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Joseph G Rosania Jr. handles the case. The Debtor is represented by: Katharine S. Sender, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. 1600 Stout Street 1900 Denver, CO 80202 Tel: 303-534-4499 Email: ksender@allen-vellone.com STOLI GROUP: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Stoli Group (USA), LLC and Kentucky Owl, LLC. The committee members are: 1. Daniel L. Martens Senior Vice President & General Counsel Los Angeles Dodgers LLC 1000 Vin Scully Avenue Los Angeles, CA 90012 (323) 224-1322 Dmartens@ladodgers.com 2. Ryan Newey Founder and Chief Creative Officer Fold 7 Limited 16-18 Kirby Street London, United Kingdom EC1N 8TS +44 (0)20 7251 0101 James@fold7.com 3. Buddy Buckner General Counsel National Alcohol Beverage Control Association 2900 S Quincy St. #800 Arlington, VA 22206 (703) 578-4200 buddy.buckner@nabca.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 Stoli Group (USA) Stoli Group (USA), LLC is a producer, manager, and distributor of a global portfolio of spirits and wines. Stoli Group (USA) and its affiliate, Kentucky Owl, LLC, filed Chapter 11 petitions (Bankr. N.D. Texas Lead Case No. 24-80146) on November 27, 2024. Chris Caldwell, president and global chief executive officer of Stoli Group (USA), signed the petition. At the time of the filing, Stoli Group (USA) reported $100 million to $500 million in assets and $10 million to $50 million in liabilities while Kentucky Owl reported $50 million to $100 million in both assets and liabilities. Judge Scott W. Everett handles the cases. Foley & Lardner, LLP represents the Debtors as legal counsel. STONEPEAK TAURUS: Moody's Alters Outlook on 'B2' CFR to Negative ---------------------------------------------------------------- Moody's Ratings affirmed the ratings of Stonepeak Taurus Lower Holdings LLC (dba TRAC Intermodal), including its B2 corporate family rating, B2-PD probability of default rating and the Caa1 rating on its senior secured second lien term loan. The rating outlook was changed to negative from stable. The negative outlook reflects the expectation that TRAC's leverage will remain high at about 6x debt/EBITDA as lower chassis utilization constrains earnings and limits cash flow available to reduce debt. Despite strong container import volumes into the US during 2024, TRAC's operating performance has weakened as lower chassis dwell times have reduced utilization. Moody's expect chassis usage to modestly improve in 2025, but uncertainty around tariffs pose a risk to import volume growth. Further, TRAC's reentry efforts into the domestic chassis market segment, which Moody's viewed as beneficial to the company's growth and business diversification, lag Moody's prior expectations. Moody's expect the company to remain competitive in this segment. However, Moody's do not expect significant domestic fleet expansion in the near term as this would require additional financial resources. RATINGS RATIONALE TRAC Intermodal's B2 CFR reflects the company's position as one of the largest providers of chassis to the intermodal transportation industry and its strong operating margin. However, the company has high financial leverage, weak interest coverage, modest expected free cash flow and a history of large shareholder distributions. TRAC maintains a sizable market share within the marine chassis rental market. Access to port terminals, capital to build a sizable fleet and the efficiency of the pool structure are barriers to entry and mitigate the risk of equipment ownership by chassis users. As a chassis lessor, the demand and pricing dynamics for TRAC are at times volatile and largely tied to international trade activity, particularly import container shipping volumes. Through the first nine months of 2024, US container imports have increased approximately 15%. However, TRAC's revenue has declined as lower dwell times have more than offset any volume or pricing increases. Moody's expect chassis utilization to improve in 2025, but container import volumes will be susceptible to uncertainty around tariff implications. As a result, Moody's expect TRAC's operating performance to only modestly improve in 2025. TRAC's financial flexibility remains limited by its elevated financial leverage, which Moody's expect to be slightly above 6x debt/EBITDA at end of 2024. TRAC's leverage has increased considerably over the past two years since the company executed a sizeable debt funded dividend in 2022 when earnings were at a record level. Further, interest coverage has tightened to about 1x EBIT/interest expense. Moody's expect TRAC Intermodal to operate with adequate liquidity over the next 12-18 months. Over that period, Moody's project that the company's cash balance will be between $5 million and $10 million. Moody's anticipate positive free cash flow in 2025 as earnings modestly improve and capital expenditures for chassis refurbishments and upgrades remain moderate. The company's liquidity is further supported by a very sizable $1,165 million asset-based lending (ABL) facility that expires in 2026. Moody's expect TRAC to maintain adequate availability under this facility over the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company achieves business diversification through growth in the domestic chassis market while sustaining its leadership position in the marine chassis market. Achieving greater scale and a track record of generating consistently positive free cash flow while sustaining debt/EBITDA around 4.5x could also result in an upgrade of TRAC Intermodal's ratings. The ratings could be downgraded if chassis demand weakens from lower utilization or reduced container import volumes. An expectation that debt/EBITDA will be sustained above 5.5x or EBIT/interest expense will decline below 1x could also prompt a ratings downgrade. Further, persistently negative free cash flow and reduced availability under the ABL facility could give rise to a ratings downgrade. TRAC Intermodal is a leading provider of marine chassis in North America. The company's asset base includes approximately 186,000 chassis. Revenue for the twelve months ended September 30, 2024 was roughly $500 million. The company is privately owned by Stonepeak, an investment firm that specializes in infrastructure and real assets. The principal methodology used in these ratings was Surface Transportation and Logistics published in December 2021. STRONGHOLD CONSTRUCTION: Court OKs Continued Use of Cash Collateral ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina issued a second interim order, allowing Stronghold Construction Inc. to use cash collateral for operating expenses. The order approved the use of cash collateral for the period from Nov. 21 to Jan. 22, 2025, in line with the company's budget, with a 10% variance. As adequate protection, secured creditors will receive replacement liens on post-petition assets acquired using the cash collateral to the same extent and with the same priority as their pre-bankruptcy liens. In addition, Stronghold will make monthly payments of $500 to First Citizens Bank & Trust Company and $3,500 to Velocity SBA starting Jan. 20 next year. A final hearing is scheduled for Jan. 22. About Stronghold Construction Inc. Stronghold Construction Inc. is a professional roofing and restoration services provider. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 24-31014) on November 21, 2024. In the petition signed by Lincoln Koontz, president, the Debtor disclosed $1,891,844 in assets and $2,241,228 in liabilities. Judge Ashley Austin Edwards oversees the case. Michael L. Martinez, Esq., at Grier Law, represents the Debtor as legal counsel. TD&H INC: Gets Interim OK to Use Cash Collateral Until Feb. 27 -------------------------------------------------------------- TD&H, Inc., received seventh interim approval from the U.S. Bankruptcy Court for the Middle District of North Carolina, Greensboro Division, to use cash collateral for operating expenses necessary to avoid immediate and irreparable harm to its business. The Debtor is authorized to use cash collateral to make expenditures for expenses as provided for in a budget through Feb. 27, 2025, with a 10% variance allowed for any one particular expense line item. The Debtor must make adequate protection payments to Truist Bank in the amount of $4,076.00. The Secured Parties (Truist Bank, Vox Funding, Knightsbridge Funding, LLC, and LG Funding, LLC) are granted post-petition replacement liens on the Debtor's post-petition property, with the same validity, priority, and enforceability as their pre-petition liens. The budget attached as Exhibit 1 shows the Debtor's projected expenses for the period from December 28, 2024, to February 27, 2025 as follow: $36,655.23 from Dec. 28 to Jan. 2, 2025; $31,636.87 from Jan. 3 to Jan. 9, 2025; $27,105.86 from Jan. 10 to Jan. 16, 2025; $22,447.17 from Jan. 17 to Jan. 23, 2025; $19,131.97 from Jan. 24 to Jan. 30, 2025; $23,605.11 from Jan. 31 to Feb. 6, 2025; $18,618.93 from Feb. 7 to Feb. 13, 2025; $30,184.10 from Feb. 14 to Feb. 20, 2025; and $17,947.17 from Feb. 21 to Feb. 27, 2025. A further hearing is set for Feb. 27, 2025. About TD&H Inc. TD&H, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-10392) on June 25, 2024, listing $652,317 in assets and $2,207,775 in liabilities. The petition was signed by Huntly Nero, president. Judge Benjamin A. Kahn presides over the case. Samantha K. Brumbaugh, Esq. at Ivey, Mcclellan, Siegmund, Brumbaugh & Mcdonough, LLP represents the Debtor as legal counsel. TEXAS SOLAR: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Texas Solar Integrated, LLC. 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. TOHI LLC: Claims Will be Paid from Property Sale/Refinance ---------------------------------------------------------- Tohi LLC filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Disclosure Statement describing Chapter 11 Plan dated December 15, 2024. The Debtor is a single-asset real estate company that owns six adjacent parcels of real property located at 8092 and 990 Richlandtown Rd, Quakertown, PA (the "Properties"), which the Debtor purchased in 2017. The Properties are a mixture of residential units and undeveloped parcels. Though for a time the Debtor was able to pay its debts as they came due, the rental income from the Properties has recently been insufficient to support the payments on the loans secured by the Properties, and the Debtor has been unable to obtain the financing needed to further develop and monetize the Properties. Precipitating the filing of this chapter 11 case, the Properties were scheduled for a September 17, 2024 tax sale by the Bucks County Tax Claim Bureau. In order to refinance the debts, to prevent the loss of significant equity in the Properties, and to reorganize its affairs, the Debtor filed the within chapter 11 case on September 16, 2024. The Debtor will pursue a refinance of its debts, as it has done during the pendency of this chapter 11 case, that will provide full payment of all creditor claims. The aggregate value of the Properties is believed to be $5,500,000.00, and the secured claims in this case total approximately $2,935,916.33. Accordingly, the Properties are believed to have equity of more than $2.5 million that will enable and support a refinance transaction. The Debtor shall have six months from the Effective Date to obtain a refinance of all debts encumbering the Properties (the "Refinance Period"). If a refinance of the Properties does not occur within the Refinance Period, the Debtor will actively market the Properties for sale. The Debtor shall engage a realtor and have an additional six months to market and sell the Properties (the "Marketing Period"). The proceeds of any refinance or sale of the Properties will be distributed to creditors, after applicable costs and fees. The Debtor anticipates that all creditors will be paid in full through either refinance or sale. If the Debtor's Plan of Reorganization is confirmed and the Properties are not refinanced or sold within 12 months (i.e., upon the expiration of the Refinance Period and the Marketing Period), then the automatic stay will no longer be in effect and the Properties will likely be sold via tax sale or sheriff's sale, with no distributions expected to be made to unsecured creditors and possibly certain secured creditors. Class 9 consists of Allowed General Unsecured Claims. As of the Plan filing, the Debtor is aware of only one General Unsecured Claim, held by the U.S. Small Business Administration, in an unknown amount. In accordance with the Waterfall, available proceeds from the Unsecured Fund shall be distributed by the Debtor within 30 days of the refinance or sale of the Properties to any Creditors holding an Unsecured Claim, in full satisfaction of their claims. Class 10 consists of all Interests in the Debtor. As of the Plan filing, the sole Interest Holder is Geralyn Touhill. On the Effective Date, all Interests in the Debtor shall transfer and become Interests in the Reorganized Debtor for the purpose of fulfilling the obligations of the Reorganized Debtor under the Plan; however, the holder of Interests shall not receive any distributions on account of such Interests, unless and until all Creditors are paid in full in accordance with the Plan. The funds necessary for the implementation of the Plan shall be from the proceeds from the refinance or sale of the Properties in accordance with the Refinance/Sale Procedure. The Debtor will pursue a refinance of its debts that will provide full payment of all creditor claims. The refinance will be enabled and supported by the Properties, which is believed to have equity of more than $2.5 million above the secured claims against it. In the event that a refinance is not obtained within six months of the Effective Date (the "Refinance Period"), the Debtor shall actively market and pursue the sale of the Properties through a licensed realtor for an additional six months (the "Marketing Period"). A full-text copy of the Disclosure Statement dated December 15, 2024 is available at https://urlcurt.com/u?l=OdjFSx from PacerMonitor.com at no charge. Counsel to the Debtor: David B. Smith, Esq. Smith Kane Holman, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Tel: (610) 407-7217 Fax: (610) 407-7218 Email: dsmith@skhlaw.com About Tohi LLC TOHI LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). TOHI LLC in Doylestown, PA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Pa. Case No. 24-13285) on Sept. 16, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Shawn Touhill as president, signed the petition. Judge Ashely M Chan oversees the case. SMITH KANE HOLMAN, LLC serve as the Debtor's legal counsel. TRINITY EXCAVATORS: Gets OK to Use Cash Collateral Until Feb. 1 --------------------------------------------------------------- Trinity Excavators, LLC and TE Construction Group, LLC received interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division to use cash collateral, subject to several conditions. The companied were authorized to use cash collateral until the earlier of Feb. 1, 2025; entry of a court order denying the companies' authorization to use cash collateral; or the companies' failure to comply with their 13-week budget. Third Coast Bank will be granted replacement liens on all real property, accounts receivable and cash currently owned or to be acquired by the companies. The replacement liens shall not attach to any Chapter 5 causes of action under the Bankruptcy Code, according to the interim order. The final hearing is scheduled for Jan. 13, 2025. About Trinity Excavators Trinity Excavators, LLC operates in the nonresidential building construction industry. Trinity Excavators sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-35266) on November 6, 2024, with $1 million to $10 million in both assets and liabilities. Brian Buttry, president of Trinity Excavators, signed the petition. Judge Jeffrey P. Norman oversees the case. Harrison A. Pavlasek, Esq., at Forshey Prostok, LLP, represents the Debtor as legal counsel. TROY P. REGAS: United States Wins Summary Judgment in Tax Lawsuit ----------------------------------------------------------------- Judge Miranda Du of the United States District Court for the District of Nevada granted United States' motion for summary judgment in the case captioned as UNITED STATES OF AMERICA, Plaintiff, v. TROY P. REGAS, Defendant, Case No. 3:20-cv-00218-MMD-CLB (D. Nev.). Mr. Regas made a lot of money in 2006 from buying and selling water rights at a substantial profit. He used the money -- in pertinent part -- to purchase a property known as the Peri Farm. When he filed his 2006 taxes, Regas self-reported that he owed $575,684.00, but only paid $20,000 of that amount. The IRS issued an assessment matching the amount Regas self-reported on November 26, 2007. The Internal Revenue Service further assessed late payment penalties and interest against Regas and demanded that he pay the rest of the amount he owed. Regas did not pay the full amount he owed for tax year 2006. However, according to the United States, he has made some $53,959.54 in payments in the intervening years. Some of these payments were because the IRS garnished Regas' wages. The IRS has calculated that the outstanding balance for the tax and related assessments for Regas' 2006 tax year, as of March 1, 2024, is $1,342,969.12, plus statutory interest accruing thereafter. Before the Court is the United States' motion for summary judgment, along with Regas' cross motions for summary judgment based on the statute of limitations and his argument that he does not owe a tax debt to the Internal Revenue Service. The United States alleges and argues the statute of limitations was tolled while an installment agreement between Regas and the IRS was pending, plus 30 days after that -- rendering the United States' filing of this suit timely. Regas counters that the United States' suit was not timely filed because he either does not remember submitting, or affirmatively did not submit, an installment agreement request. Regas further argues that while a record of the request for an installment agreement exists on the Form 4340 at issue in this case, he does not believe the United States ever produced any underlying documents to corroborate what the form says and the fact that he filed a declaration saying he never submitted a request for an installment agreement at least creates a material dispute of fact. The Court agrees with the United States. In sum, it finds that an installment agreement was pending from December 19, 2007, to March 5, 2008. This extended the pertinent statute of limitations such that this case was timely filed. The Motion is accordingly granted to that extent, and Regas' motion for summary judgment on statute of limitations is denied. Because the Court finds that the United States timely filed this case, Regas' argument that he does not owe the IRS anything is unpersuasive. The Court says that the United States has proffered evidence sufficient to meet its initial burden that Regas owes $1,342,969.12 on the tax and related assessments made for his 2006 year, together with interest accruing after March 1, 2024. Regas offers evidence to support his two arguments that he raises both in opposition to the United States' Motion and in support of his two cross-motions, but the evidence he presents does not create any genuine disputes of material fact. Regas' motion for summary judgment based on no debt owed is denied. A copy of the Court's decision is available at http://urlcurt.com/u?l=mHNYJ1 Troy Regas filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50717) on March 9, 2011, listing under $1 million in both assets and liabilities. ULTRA SAFE: Sells MMR, Pylon Tech to NANO Nuclear for $8.5M ----------------------------------------------------------- NANO Nuclear Energy Inc., a leading advanced nuclear energy and technology company focused on developing portable, clean energy solutions, announced that it has executed a definitive agreement to acquire select nuclear energy technology assets from Ultra Safe Nuclear Corporation and certain of its subsidiaries. The acquired assets include USNC's patented Micro Modular Reactor (MMR(R)) system, along with all associated patents and other intellectual property rights, as well as its Pylon reactor technology and related intellectual property, and certain demonstration project partnerships related to the MMR system. The assets are being acquired for $8.5 million in cash through an auction process conducted pursuant to Section 363 of the U.S. Bankruptcy Code in connection with USNC's pending Chapter 11 bankruptcy proceedings. On December 18, 2024, the United States Bankruptcy Court for the District of Delaware, the Bankruptcy Court overseeing USNC's chapter 11 case, conducted a hearing and approved the transaction. The closing of the acquisition is expected to occur in the near future subject to satisfaction of customary closing conditions in a bankruptcy proceeding. Figure 1 -- Renditions of NANO Nuclear Energy's newly acquired technologies: Pylon for terrestrial (bottom) and space (top) applications and the Modular Modular Micro Reactor (MMR(R)) Energy System (right). The MMR(R) Energy System is a zero-carbon nuclear power plant, integrating one or several standardized micro reactors with a heat storage unit and the adjacent plant for power conversion and utilization. The system, which is under development, could be used to provide carbon-free, high-quality process heat for co-located industrial applications, and for high-efficiency hydrogen production. The MMR Energy System compliments NANO Nuclear's own 'ZEUS' and "ODIN' microreactors in development. However, whereas 'ZEUS' and "ODIN' are being designed to be portable and produce 1 to 1.5 megawatts thermal of power, the MMR Energy System is stationary and designed to produce power up to 45 MWth, opening additional potential markets to NANO Nuclear. The MMR Energy System is being demonstrated at the Canadian Nuclear Laboratories with Ontario Power Generation and at the University of Illinois at Urbana-Champaign. It was also the first small modular reactor to enter the formal licensing review phase with the Canadian Nuclear Safety Commission. Figure 2 -- Rendition of NANO Nuclear Energy's newly acquired Modular Micro Reactor (MMR(R)) Energy System. The Pylon reactor is a compact nuclear reactor designed for versatility in application and deployment. It is designed to provide between 1 MWth and 5MWth of power and can be integrated with modular balance of plants tailored to specific applications including remote terrestrial, marine, and space deployments. The Pylon reactor is scheduled to be demonstrated at the Idaho National Laboratory's DOME facility by 2027, following USNC's selection for the National Reactor Innovation Center (NRIC) Front-End Engineering program. Figure 3 -- Rendition of NANO Nuclear Energy's newly acquired Pylon reactor in terrestrial applications. The newly acquired technologies align closely with the intended uses for 'ZEUS' and 'ODIN,' which are designed for remote, industrial, infrastructural, maritime, and extra-terrestrial applications, including large-scale data and artificial intelligence centers and other energy-intensive operations, positioning NANO Nuclear to capitalize on growing financial investment and societal momentum driving advanced nuclear energy technologies on a global scale. NANO Nuclear will leverage its world-class technical team to analyze and optimize these technologies, key components, and intellectual property, before integrating them into its operational frameworks and ongoing innovation efforts. Additionally, NANO Nuclear intends to build upon and strengthen the extensive industry relationships that USNC established during its operations. This includes ensuring continuity in licensing, regulatory, and grant-related efforts wherever feasible. The acquired technology will also enable NANO Nuclear to refine and better tailor its offerings within previously announced collaborations and partnerships, including ongoing initiatives. "The acquisition of the MMR system and the Pylon reactor from USNC aligns perfectly with our mission to usher in the next generation of advanced nuclear energy technologies," said Jay Yu, Founder and Chairman of NANO Nuclear Energy. "By integrating these cutting-edge technologies, along with valuable intellectual property and established industry and academic connections, we are positioned to accelerate our development phase and bring innovative solutions to market more efficiently. This is a significant step forward in achieving our long-term goals and strengthening our leadership in the advanced nuclear energy sector." Figure 4 -- Rendition of NANO Nuclear Energy's newly acquired Pylon reactor in space applications. "This acquisition marks a transformative event for our company and evidences our strategy of acquiring complimentary technologies that help to position us at the forefront of our industry," said James Walker, Chief Executive Officer and Head of Reactor Development of NANO Nuclear Energy. "The addition of MMR technology strengthens the technical foundation we have established through the design and development of our proprietary 'ZEUS' and 'ODIN' systems and enables us to scale our power solutions to meet the demands of larger, energy-intensive operations like data centers. Furthermore, the integration of the Pylon reactor technology enhances the versatility and robustness of our existing designs, as well as positioning us to deliver pioneering solutions for cis-lunar, orbital, and other space-based initiatives." About NANO Nuclear Energy, Inc. NANO Nuclear Energy Inc. (NASDAQ: NNE) is an advanced technology-NANO Nuclear Energy Inc. (NASDAQ: NNE) is an advanced technology-driven nuclear energy company seeking to become a commercially focused, diversified, and vertically integrated company across five business lines: (i) cutting edge portable microreactor technology, (ii) nuclear fuel fabrication, (iii) nuclear fuel transportation, (iv) nuclear applications for space and (v) nuclear industry consulting services. NANO Nuclear believes it is the first portable nuclear microreactor company to be listed publicly in the U.S. Led by a world-class nuclear engineering team, NANO Nuclear's products in technical development are "ZEUS", a solid core battery reactor, and "ODIN", a low-pressure coolant reactor, each representing advanced developments in clean energy solutions that are portable, on-demand capable, advanced nuclear microreactors. Advanced Fuel Transportation Inc. (AFT), a NANO Nuclear subsidiary, is led by former executives from the largest transportation company in the world aiming to build a North American transportation company that will provide commercial quantities of HALEU fuel to small modular reactors, microreactor companies, national laboratories, military, and DOE programs. Through NANO Nuclear, AFT is the exclusive licensee of a patented high-capacity HALEU fuel transportation basket developed by three major U.S. national nuclear laboratories and funded by the Department of Energy. Assuming development and commercialization, AFT is expected to form part of the only vertically integrated nuclear fuel business of its kind in North America. HALEU Energy Fuel Inc. (HEF), a NANO Nuclear subsidiary, is focusing on the future development of a domestic source for a High-Assay, Low-Enriched Uranium (HALEU) fuel fabrication pipeline for NANO Nuclear's own microreactors as well as the broader advanced nuclear reactor industry. NANO Nuclear Space Inc. (NNS), a NANO Nuclear subsidiary, is exploring the potential commercial applications of NANO Nuclear's developing micronuclear reactor technology in space. NNS is focusing on applications such as power systems for extraterrestrial projects and human sustaining environments, and potentially propulsion technology for long haul space missions. NNS' initial focus will be on cis-lunar applications, referring to uses in the space region extending from Earth to the area surrounding the Moon's surface. About Ultra Safe Nuclear Corporation Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a privately-owned provider of nuclear fuel and reactor components. Ultra Safe Nuclear and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-12443) on October 29, 2024, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Kurt A. Terrani, the interim chief executive officer, signed the petition. The Debtors are represented by Elizabeth Soper Justison, Esq., at Young Conaway Stargatt & Taylor, LLP. ULTRACUTS OF AMERICA: Unsecureds to Get Share of Income for 5 Years ------------------------------------------------------------------- Ultracuts of America, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated December 12, 2024. The Debtor operates a full-service hair salon in Wesley Chapel, Florida. The Debtor has been incorporated since 2002 and has been providing hair salon services to the Tampa Bay area since 2003. As of the Petition Date, the Debtor operates from 1710 Bruce B Downs Blvd., Wesley Chapel, Florida which it leases from VGA Realty, LLC. The Plan under Chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from the Debtor's current and future earnings. This Plan provides for one class of priority claims; five classes of secured claims; class of general unsecured claims; and one (1) class of equity security holders. Unsecured creditors holding allowed claims will receive a pro-rata share of their allowed claim payable over five years. This Plan also provides for the payment of administrative and priority claims under the terms to the extent permitted by the Code or by agreement between the Debtor and the claimant. Class 7 consists of General Unsecured Creditors. The Debtor will pay its projected net disposable income for the period described in Section 1191(c)(2) of the Bankruptcy Code to claimants in this class with allowed claims. The Debtor presently projects this amount to be approximately $80,000. Creditors in this class will receive a pro rata distribution of their claim, without interest, in twenty equal quarterly distributions, with payments commencing on the start of the calendar quarter immediately following the Effective Date of Confirmation and continuing for a total of twenty consecutive quarters. In the event that this quarter starts less than thirty days after the entry of the Confirmation Order, payment shall not commence until the following quarter. Promissory notes will be issued to each creditor in this class with allowed claims to evidence payments, which promissory notes shall be enforceable in any Court of Competent Jurisdiction. The amount of the distribution will be considered final thirty-one days the entry of the Confirmation Order, unless there is an objection to claim pending at that time, in which the distribution shall be final upon the entry of a final, non-appealable order on the objection to claim. This Class is impaired. Class 8 consists of Equity Security Holders of the Debtor. Equity will retain ownership in the Debtor postconfirmation. No distributions will be made to equity until such time as all payments in Class 7 have been made. Current management will continue to manage the Debtor post confirmation. The Plan will be funded by the continued operations of the Debtor. A full-text copy of the Plan of Reorganization dated December 12, 2024 is available at https://urlcurt.com/u?l=jFB7mG from PacerMonitor.com at no charge. The firm can be reached at: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com Email: Jonathan@tampaesq.com Email: Heather@tampaesq.com About Ultracuts of America Ultracuts of America, Inc. is a salon services provider based in Tampa, Fla. Ultracuts sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05468) on Sept. 13, 2024, with $100,001 to $500,000 in both assets and liabilities. Ultracuts President Eric Young signed the petition. Judge Roberta A. Colton presides over the case. Buddy D. Ford, Esq., represents the Debtor as legal counsel. USA SALES: District Court Rejects UST Fee Refund Request -------------------------------------------------------- Judge John W. Holcomb of the United States District Court for the Central District of California denied the U.S. Trustee's motion for judgment on the pleadings in their dispute, captioned as USA SALES, INC., a California Corporation dba Statewide Distributors, Plaintiff, v. OFFICE OF THE UNITED STATES TRUSTEE, Defendant, Case No. 5:19-cv-02133-JWH-KK (C.D. Calif.). The judgment in this case is amended. "[F]or various reasons unrelated to any bankruptcy petitioner's ability to contest the fees before repaying them, 'prospective parity . . . is sufficient to address the small, shortlived disparity caused by' the nonuniform fees imposed here," Judge Holcomb says. USA Sales, Inc. -- a California tobacco distributor -- filed a Chapter 11 bankruptcy petition in May 2016. At that time, the relevant statute -- 28 U.S.C. Sec. 1930(a)(6) -- capped the fees payable by a Chapter 11 debtor to the U.S. Trustee at $30,000 per quarter. In late 2017, Congress amended that statute to increase the quarterly fees applicable to debtors such as USA Sales. USA Sales commenced this civil case in November 2019. USA Sales challenged the constitutionality of the statute, and it argued that, as a matter of statutory interpretation, the quarterly fee increase should not apply to USA Sales. In April 2021, the District Court concluded the amendment to the quarterly fee schedule did not apply to Chapter 11 cases that were commenced on or before the amendment was enacted. It further concluded that, even if the amendment did apply to USA Sales' Chapter 11 case, the amendment to the fee schedule violated the Bankruptcy Clause of the United States Constitution. It granted summary judgment to USA Sales and ruled that USA Sales was entitled to a refund from the U.S. Trustee. In June 2022, the U.S. Supreme Court issued its opinion in Siegel v. Fitzgerald, 596 U.S. 464 (2022), holding that the 2017 amendments to the fee statute were unconstitutional. The Supreme Court, however, declined to decide the proper remedy for that violation. Following that decision, the Ninth Circuit issued an opinion affirming the District Court's determination that USA Sales was entitled to a refund. In June 2024, the Supreme Court decided Office of the United States Trustee v. John Q. Hammons Fall 2006, LLC, 144 S. Ct. 1588 (2024). In John Q. Hammons, the Supreme Court held that prospective parity, and not a refund of unconstitutional fees, was the proper remedy for the constitutional violation. The Supreme Court also vacated the Ninth Circuit's USA Sales opinion and remanded for further consideration in view of John Q. Hammons. On remand from the Supreme Court, the Ninth Circuit issued an order reversing and remanding the District Court's Judgment that USA Sales was entitled to a refund. On October 25, 2024, the U.S. Trustee filed the Motion, which USA Sales opposes. The parties dispute how the District Court should proceed in view of the Ninth Circuit mandate and the Supreme Court's decision in John Q. Hammons. The U.S. Trustee contends that this case must be dismissed because the Ninth Circuit reversed the District Court's determination that USA Sales is entitled to a refund. USA Sales, however, contends that it may continue to seek a refund because its case is distinguishable from John Q. Hammons. The Court rejects both parties' contentions. As an initial matter, it would be inappropriate to dismiss the Complaint and to grant judgment in favor of the U.S. Trustee because the Supreme Court and the Ninth Circuit have both held that the fees at issue here were unconstitutional. USA Sales thus asserted a viable -- and successful -- claim for relief, and the U.S. Trustee is not entitled to judgment in its favor. However, it would also be inappropriate to permit USA Sales to continue to seek a refund, the Court finds. According to USA Sales, it may continue to seek a refund because the Supreme Court noted in John Q. Hammons that the petitioners "had the opportunity to challenge their fees before they paid them," but USA Sales did not have a prepayment opportunity to challenge the unconstitutional fees at issue in this case. A copy of the Court's decision dated December 17, 2024, is available at http://urlcurt.com/u?l=i2jsjq About USA Sales USA Sales, Inc., d/b/a Statewide Distributors, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-14576) on May 20, 2016, estimating assets and liabilities between $1 million and $10 million. The petition was signed by Claudia Ali, surviving spouse of Kabiruddin Karim Ali and 100% beneficiary. Judge Mark S. Wallace presides over the case. The Debtor is a tobacco and cigarette distributor based in Ontario, California. Daren M Schlecter, Esq., at the Law Office of Daren M. Schletcter, APC, serves as the Debtor's bankruptcy counsel. The Law Offices of A. Lavar Taylor LLP serves as special counsel. The Debtor engaged M. Zubair Rawda as accountant and BSW & Associates as investment banker. VERMILION ENERGY: Moody's Alters Outlook on 'B1' CFR to Positive ---------------------------------------------------------------- Moody's Ratings affirmed Vermilion Energy Inc.'s B1 corporate family rating, the B1-PD probability of default rating and the B3 senior unsecured notes ratings. The Speculative Grade Liquidity Rating (SGL) has been changed to SGL-3 from SGL-2. The outlook has been changed to positive from stable. "The outlook change to positive reflects Moody's view that the Westbrick acquisition adds significant scale and growth visibility allowing Vermilion to gradually increase production while sustaining strong metrics and generating modest free cash flow under Moody's mid-cycle pricing assumptions through 2026," said Whitney Leavens, Moody's Ratings Vice President and Senior Analyst. RATINGS RATIONALE The transaction will boost Vermilion's reserves and production while preserving strong credit metrics. This, combined with existing balance sheet capacity, enables the company to leverage economies of scale and operational expertise across an established core. The new assets will more than double liquids-rich natural gas production coming from Vermilion's Alberta operations enhancing the company's business profile. Moody's expect substantial near-term debt reduction given the shift to a 60% of excess free cash flow to debt reduction strategy. Future potential asset sales may also add to the upside. Vermilion's CFR is challenged by: (1) smaller scale compared to B1 and Ba3 peers with a historical track record of flat to declining production and reserves; (2) a trend of increasing production costs weakening portfolio durability; (3) modest free cash flow at mid-cycle prices; and (4) exposure to an unfavorable regulatory environment in Europe. The rating is supported by: (1) history of robust credit metrics underpinned by low financial leverage; (2) significant exposure to stronger international commodity prices compared to North American benchmarks; and (3) diversified portfolio of assets by geography and product, providing good capital allocation optionality with overall low decline rates. Vermilion has adequate liquidity (SGL-3), with sources of close to C$1.78 billion including a C$250 million term loan available at closing vs. around C$1,450 million of uses, including C$380 million of notes due in March 2025, over the next eighteen months. As of September, 2024 the company had cash of C$190 million and C$1.33 billion (after letters of credit of $21 million) available under its C$1.35 billion revolving credit facility expiring May 2028. Under strip pricing assumptions, Moody's project modestly positive free cash flow through to year end 2025. The company has about US$275 million (C$380 million) in senior unsecured notes coming due March 2025 and will pay about C$65 million in cash windfall taxes through Q2 2025. Moody's expect Vermilion will remain in compliance with the financial covenants under its revolving credit facility. Alternate sources of liquidity, if needed, are good as the company is able to sell up to C$250 million worth of assets without requiring lender consent. The senior unsecured notes are rated B3, two notches below the B1 CFR, reflecting the priority ranking of the C$1.35 billion secured revolving credit facility and the C$250 million term loan ahead of the unsecured notes in its capital structure. The positive outlook reflects Moody's view that Vermilion will reduce debt at a reasonable rate following the acquisition such that it will maintain strong metrics and good liquidity as it gradually increases production. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Vermilion's ratings could be upgraded if it successfully integrates the Westbrick acquisition and deleverages as Moody's expect, demonstrates steady organic production growth while developing a track record of increasing reserves and sustaining its leveraged full-cycle ratio (LFCR) above 1.5x, with retained cash flow (RCF) to debt above 40%. The ratings could be downgraded if production or reserves decline, RCF to debt falls under 25% or the LFCR is sustained below 1x. The rating would also come under pressure if Vermilion generates sustained negative free cash flow or liquidity deteriorates. Vermilion is a public Canadian independent exploration and production (E&P) company, headquartered in Calgary, Alberta, that operates a range of onshore and offshore light oil and natural gas assets. The company has significant operations in Canada, Europe, Australia and the US. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. VICTORIA LIGHT: Seeks Chapter 11 Bankruptcy Protection in Mass. --------------------------------------------------------------- On December 20, 2024, Victoria Light LLC filed Chapter 11 protection in the District of Massachusetts. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Victoria Light LLC Victoria Light LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Victoria Light LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-41304) on December 20, 2024. In the petition filed by Steve Dashevsky, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: John O. Desmond, Esq. 5 Edgell Road, Suite 30A Framingham, MA 01701 Tel: 508-879-9638 Email: attorney@jdesmond.com VILLAGE OAKS SENIOR: No Resident Care Concern, 3rd PCO Report Says ------------------------------------------------------------------ Blanca Castro, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of California her third report regarding the quality of patient care provided at Village Oaks Senior Care, LLC's assisted care living facility. The Local Long-Term Care Ombudsman Program (LTCOP) ombudsman visited the facility on October 3 and 31, with a total census of 11 residents. During the site visit, the staff presence was sufficient to manage resident-associated tasks. The core staff at the facility remain employed, ensuring consistent assignments and continuity of care. This positively impacts on resident satisfaction with the quality of care provided to these residents, which remains comparable to the pre-bankruptcy standard. The ombudsman checked the resident rooms, bathrooms, kitchen, common areas, and outdoor spaces during the visits. The facility appeared clean, sanitized, and in good condition, with no discernible unpleasant odors. The facility maintains a stock of both perishable and non-perishable food items. No concerns have been expressed by residents regarding the quality or quantity of the food. In addition, the administrator has confirmed that the supplies are adequately secured and available to meet the residents' needs without any hindrances. The residents have not reported concerns regarding unmet supply needs. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=YnnLsR from PacerMonitor.com. The ombudsman may be reached at: Blanca E. Castro State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman California Department of Aging 2880 Gateway Oaks Drive, Suite 200 Sacramento, CA 95833 Telephone: (916) 928-2500 Email: blanca.castro@aging.ca.gov About Village Oaks Senior Care Village Oaks Senior Care, LLC, a company in El Dorado Hills, Calif., owns and operates community care facilities for the elderly. Village Oaks Senior Care filed Chapter 11 petition (Bankr. E.D. Calif. Case No. 24-22206) on May 21, 2024, with total assets of $1,440,832 and total liabilities of $3,369,013 as of Dec. 31, 2023. Lisa Holder, Esq., a practicing attorney in Bakersfield, Calif., serves as Subchapter V trustee. Judge Christopher D. Jaime oversees the case. D. Edward Hays, Esq., at Marshack Hays Wood, LLP, is the Debtor's legal counsel. Blanca Castro has been appointed as patient care ombudsman in the Debtor's Chapter 11 case. VIVOT EQUIPMENT: Gets OK to Use Cash Collateral Until Jan. 23 ------------------------------------------------------------- Vivot Equipment Corporation and its affiliates received seventh interim approval from the U.S. Bankruptcy Court for the District Court of the Virgin Islands to use cash collateral to pay operational expenses. The interim order signed by Judge Mary Walrath approved the companies' continued use of cash collateral until Jan. 23 in accordance with their budget, with a 10% variance to account for reasonable expense variances. The Order includes a budget for the Debtor, which outlines projected $2,398,766 expenses for the month of January 2025. Touchmark National Bank, Live Oak Bank, the U.S. Department of Agriculture Business & Industry Program, the U.S. Small Business Administration, and Corporation System, as representative, assert an interest in the companies' cash collateral. These creditors will be granted replacement liens and security interests in all post-petition assets of the companies to the same extent and with the same validity as their replacement liens and security interests. The next hearing is scheduled for Jan. 23, 2025. About Vivot Equipment Vivot Equipment Corporation and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.V.I. Case No. 24-10002) on June 10, 2024, with $10 million to $50 million in both assets and liabilities. Judge Mary F. Walrath oversees the cases. Semaj I. Johnson, Esq., at The Johnson Law Firm, serves as the Debtors' bankruptcy counsel. VOBEV LLC: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------- Gregory Garvin, Acting U.S. Trustee for Region 19, appointed an official committee to represent unsecured creditors in the Chapter 11 case of Vobev LLC. The committee members are: 1. Richard Thayer Alden Group Environmental Solutions, LLC 9595 Six Pines Drive, Suite 6370 The Woodlands, TX 77380 (432) 215-4940 rthayer@aldengroup.com 2. David Mammolenti Belvac Production Machinery, Inc. 237 Graves Mill Road Lynchburg, VA 24502 (434) 258-6790 davidm@belvac.com 3. Lynn Black GSL Electric 8540 South Sandy Parkway Sandy, UT 84070 (801) 520-2511 lblack@gslelectric.com 4. Ivy James Les Olson Company 3244 South 300 West Salt Lake City, UT 84115 (801) 809-3186 ivyjames@lesolson.com 5. Michael DiMaggio Woodbolt Distribution, LLC: Nutrabolt 332 Grace Lane Austin, TX 78746 (979) 773-8937 mdimaggio@nutrabolt.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Vobev LLC Vobev LLC, a Salt Lake City-based beverage can manufacturer, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-26346) on December 9, 2024. In its petition, the Debtor disclosed between $500 million and $1 billion in both assets and liabilities. Judge Joel T. Marker handles the case. The Debtor tapped Ray Quinney & Nebeker PC as counsel, Houlihan Lokey Capital, Inc. as investment banker, and FTI Consulting, Inc. as financial advisor. Kroll Restructuring Administration LLC is the Debtor's claims and noticing agent. VROOM INC: Jan. 8, 2025 Plan & Disclosures Hearing Set ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas will hold a combined hearing to approved the adequacy of the disclosure statement explaining the prepackaged Chapter 11 plan of reorganization of Vroom Inc. and confirm the Debtor's Chapter 11 plan on Jan. 8, 2025, at 10:00 a.m. (Prevailing Central Time) before the Hon. Christopher M. Lopez in Courtroom 401, 515 Rusk Street, Houston, Texas 77002. Objection to the approval of the Debtor's disclosure statement and confirmation its Chapter 11 plan, if any, is Dec. 30, 2024. The deadline to accept and reject the Debtor's Chapter 11 plan is Dec. 30, 2024, at 4:00 p.m. (Prevailing Central Time). The Plan implements the terms of a Restructuring Support Agreement, dated as of Nov. 12, 2024 (as may be amended, modified or supplemented, the "Restructuring Support Agreement"), which the Debtor entered into with beneficial holders of approximately 97.6% of the Debtor's 0.750% unsecured convertible senior notes due 2026 ("Consenting Noteholders") and holders of approximately 5.9% of Existing Equity Interests ("Consenting Equity Interest Holders" and collectively with the Consenting Noteholders, the "Consenting Stakeholders"). The Restructuring Support Agreement is the result of extensive good faith and arm's length negotiations among the Debtor and the Consenting Noteholders. The restructuring provided for in the Plan will leave the Debtor's business substantially intact while eliminating approximately $290.5 million of funded debt obligations, strengthening the Debtor’s balance sheet and enhancing financial flexibility going forward. Importantly, the Plan provides for the satisfaction of all trade and other non-funded debt claims in full, in the ordinary course of business. The Debtor will continue to operate in the normal course and its business operations will not be disrupted by the restructuring process. The Debtor will have adequate liquidity to meet its financial obligations to vendors and suppliers, and expects to continue making payments to these parties without interruption. The Plan provides, among other things, for the following: a) The capital structure of the Reorganized Debtor upon the Plan Effective Date shall consist of the new common stock to be issued by the Reorganized Debtor on the Plan Effective Date ("New Common Stock"), distributed to (a) the Holders of Unsecured Notes Claims and (b) the Holders of Existing Equity Interests, and resulting in Pro Forma ownership percentages of (x) 92.94% of the New Common Stock held by the Holders of Unsecured Notes Claims and (y) 7.06% of the New Common Stock held by Holders of Existing Equity Interests, in each case subject to dilution by (i) the New Warrants, (ii) the MIP Equity, and (iii) the Post-Effective Date Equity Awards. b) The Reorganized Debtor shall not have any secured or unsecured funded debt upon the Plan Effective Date c) On the Plan Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments, certificates, and other documents evidencing Unsecured Notes Claims, Existing Equity Interests, and Existing Equity Awards shall be canceled and the obligations of the Debtor thereunder or in any way related thereto shall be deemed satisfied in full and discharged. d) On the Plan Effective Date, the New Board shall amend and restate and increase the shares available for issuance under the 2020 Incentive Award Plan, and thereafter grant new awards in order to implement the management incentive plan ("MIP") on the terms and conditions set forth. On the Plan Effective Date, the New Board shall amend and restate and increase the shares available for issuance under the 2020 Incentive Award Plan, and thereafter grant new awards in order to implement the management incentive plan ("MIP") on the terms and conditions set forth. Five percent (5%) of the Fully-Diluted New Common Stock as of immediately following the Plan Effective Date shall be reserved for the issuance of stock options to purchase New Common Stock to management employees of the Reorganized Debtor ("ESO Grants," and together with the RSU Awards, "MIP Equity"). Copies of the Plan, Disclosure Statement, Restructuring Support Agreement, and related documents may be obtained free of charge: (1) by contacting the Solicitation Agent by phone at (866) 967-1785 (USA or Canada) or (310) 751-2685 (international); or (2) through the Case Website at https://www.veritaglobal.net/vrm. All pleadings filed in the Chapter 11 Case (i) may be inspected at the office of the Clerk of the Bankruptcy Court for the Southern District of Texas, P.O. Box 61010, Houston, Texas 77208 (the “Clerk’s Office”) and (ii) will be available (a) through the Bankruptcy Court’s electronic case filing system at https://www.txs.uscourts.gov/page/bankruptcy-court using a PACER password (to obtain a PACER password, go to the PACER website at http://pacer.psc.uscourts.gov)and (b) on the Case Website. The Bankruptcy Court has ordered that the U.S. Trustee shall not schedule a meeting of creditors pursuant to section 341 of the Bankruptcy Code before January 13, 2025, and if the Plan is confirmed on or before January 13, 2025, the requirement to schedule such a meeting shall be waived. According to the Troubled Company Reporter on Dec. 16, 2024, Vroom, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Prepackaged Plan of Reorganization dated November 13, 2024. Vroom was founded in 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Company changed its name to AutoAmerica, Inc., and on July 9, 2015, the Company changed its name to Vroom, Inc. The Debtor has entered into the Restructuring Support Agreement with (i) certain holders (the "Consenting Noteholders") of the Debtor's 0.750% convertible senior notes due 2026 (the "Unsecured Notes") issued under that certain Indenture, dated as of June 18, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Unsecured Notes Indenture"), by and between Vroom, as issuer, and U.S. Bank National Association, as trustee (the "Unsecured Notes Indenture Trustee") and (ii) certain holders of Equity Securities of Vroom (the "Consenting Equity Interest Holders," and together with the Consenting Noteholders, the "Consenting Stakeholders"). The Consenting Noteholders include Holders of a significant majority of the Debtor's outstanding funded debt, namely, creditors beneficially holding approximately 98% of the aggregate outstanding principal amount of Unsecured Notes, as of the signing of the Restructuring Support Agreement. Such parties represent the requisite voting majorities under the Bankruptcy Code for Class 3 (Unsecured Notes Claims). It is contemplated that through the Restructuring, the Debtor's total funded debt of approximately $290.5 million in principal amount will be equitized. Upon emergence from chapter 11, the Reorganized Debtor will use commercially reasonable efforts to list the New Common Stock for trading on the Nasdaq Global Select Market, any of the other Nasdaq market tiers, the New York Stock Exchange, or a comparable nationally recognized securities exchange. The Restructuring will include the following transactions: Under the Plan, the Debtor's non-Affiliate stakeholders will receive treatment as follows: * Each Holder of Claims under the Unsecured Notes Indenture (the Unsecured Notes Claims) will receive, except to the extent that such Holder agrees in writing to less favorable treatment, on the Effective Date, its Pro Rata share of 92.94% of the New Common Stock (subject to dilution by (i) the New Warrants, (ii) the MIP Awards, and (iii) the Post-Effective Date Equity Awards). * Each Holder of any Equity Security or other ownership interest in the Debtor as in existence immediately before the Plan Effective Date, but excluding any Existing Equity Awards (the "Existing Equity Interests"), will receive, except to the extent that such Holder agrees in writing to less favorable treatment, on the Effective Date, (i) its Pro Rata share of 7.06% of the New Common Stock (subject to dilution by (a) the New Warrants, (b) the MIP Awards, and (c) the Post-Effective Date Equity Awards) and (ii) its Pro Rata share of the New Warrants. * Except to the extent the Holder of any options or restricted stock units representing rights to purchase or acquire any Equity Securities of the Debtor as in existence immediately before the Plan Effective Date (the "Existing Equity Awards," and together with the Existing Equity Interests, the "Equity Interests") agrees in writing to less favorable treatment, on the Effective Date, all Existing Equity Awards shall be converted into new awards (the "PostEffective Date Equity Awards") exchangeable into New Common Stock on the same terms and conditions, and for the same number of units, applicable to the Existing Equity Awards in respect of the Existing Equity Interests, as of immediately prior to the Plan Effective Date. * Holders of Other Priority Claims, Secured Claims, General Unsecured Claims, and 510(b) Claims will be Unimpaired and are presumed to accept the Plan. Class 4 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, on or as soon as practicable after the Effective Date or when such obligation becomes due in the ordinary course of business in accordance with applicable law or the terms of any agreement that governs such Allowed General Unsecured Claim, whichever is later, in the sole discretion of the Debtor, either (a) payment in full in Cash, or (b) such other treatment as to render such Holder Unimpaired in accordance with section 1124 of the Bankruptcy Code. This Class will receive a distribution of 100% of their allowed claims. All Cash necessary for the Debtor or the Reorganized Debtor, as applicable, to make payments required pursuant to the Plan will be obtained from their respective Cash balances, including Cash from operations. Cash payments to be made pursuant to the Plan will be made by the Reorganized Debtor. The Debtor or the Reorganized Debtor, as applicable, may transfer funds from its NonDebtor Affiliates to itself through its integrated cash management system and/or intercompany transactions as it determines to be necessary or appropriate to enable the Reorganized Debtor to make the payments and distributions contemplated by the Plan. To the extent consistent with any applicable limitations set forth in any applicable post-Effective Date agreement, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtor's historical intercompany account settlement practices and will not violate the terms of the Plan. A full-text copy of the Disclosure Statement dated November 13, 2024 is available at https://urlcurt.com/u?l=B1LAaK from PacerMonitor.com at no charge. Proposed counsel to the Debtor: John F. Higgins, Esq. PORTER HEDGES LLP 1000 Main St., 36th Floor Houston TX 77002 Tel: (713) 226-6000 E-mail: jhiggins@porterhedges.com About Vroom Inc. Vroom, Inc. (NASDAQ: VRM) is a parent company of United Auto Credit Corporation and CarStory. Previously, it was a used car retailer and e-commerce company that let consumers buy, sell, and finance cars online. Vroom ceased e-commerce automotive sales operations in January 2024. Vroom Inc. sought relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90571) on Nov. 13, 2024. In the petition filed by CEO Thomas Shortt, the Debtor reported total assets of $43,807,067 and total debt of $304,615,138 as of Sept. 30, 2024. Bankruptcy Judge Christopher M. Lopez oversees the case. Porter Hedges LLP, led by John F. Higgins, serves as the Debtor's bankruptcy counsel. Latham Watkins LLP serves as the Debtor's corporate, finance, tax, and securities counsel. Stout Risius Ross, LLC, serves as the Debtor's financial advisor. Deloitte Touche Tohmatsu Limited serves as the Debtor's tax consultant. The Overture Group, LLC, serves as the Debtor's compensation consultant. Verita Global is the Debtor's noticing and solicitation agent. WALNUT HILLS-GREENVILLE: Court OKs Continued Use of Cash Collateral ------------------------------------------------------------------- Tom Howley, the Chapter 11 trustee for Walnut Hills-Greenville Ave, LLC, received interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division to continue to use cash collateral to pay the company's expenses. The company's budget shows total expenses of $234,750 for the next three months. The expenses include operational items and payments of fees. Any creditor with an alleged security interest in the cash collateral as of the petition date was granted a replacement lien on all cash or cash collateral Walnut acquires or generates after the petition date to the same extent and with the same priority as its pre-bankruptcy lien. The United Texas Bank, a secured creditor, was granted additional protection in the form of payment of professional fees up to the amounts set forth in the budget. About Walnut Hills-Greenville Ave Walnut Hills-Greenville Ave, LLC is a commercial real estate entity focused on managing and operating a property located at 7502 Greenville Avenue in Dallas, Texas. Walnut Hills-Greenville Ave filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex., Case No.24-31485) on April 1, 2024, listing approximately $68 million in assets and approximately $20,667,025.38 in liabilities. Judge Hon. Thad J. Collins presides over the case. Joshua Gordon, Esq., at the Lane Law Firm represents the Debtor as counsel. WEBSTERNT LLC: Gets Green Light to Use Cash Collateral ------------------------------------------------------ WebsterNT LLC obtained an emergency order from the U.S. Bankruptcy Court for the Western District of New York, allowing the company to use cash collateral. The company requires the use of cash collateral to pay insurance, wages, utility charges, provide maintenance to its tenants, and fund other critical operating expenses. CNB Bank, as successor in interest to Bank of Akron, and Lumber City Development Corporation assert an interest in the cash collateral. As adequate protection, CNB and Lumber City Development were granted roll-over or replacement liens to the same extent and with the same priority as their pre-bankruptcy liens. The next hearing is set for Dec. 30. About WebsterNT LLC WebsterNT LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.Y. Case No. 1-24-11436) on December 19, 2024. In the petition signed by Ralph Dailey, member, the Debtor disclosed up to $10 million in both assets and liabilities. Scott J. Bogucki, Esq., at Gleichenhaus, Marchese & Weishaar, P.C., represents the Debtor as legal counsel. WELLPATH HOLDINGS: Court Stays Jones Suit Due to Bankruptcy ----------------------------------------------------------- Magistrate Judge Helena M. Barch-Kuchta of the United States Dsitrict Court for the Eastern District of California stayed the case captioned as ANNA M. JONES, individually and as representative of the estate of and heir of Robert Wayne Jones, Plaintiff, v. COUNTY OF FRESNO, UNKNOWN FRESNO COUNTY CORRECTIONAL OFFICERS, WELLPATH, UNKNOWN MENTAL HEALTH PROVIDERS, UNKNOWN MEDICAL PROVIDERS, Defendants, Case No. 1:23-cv-01636-KES-HBK (E.D. Calif.) and and vacated all hearing dates and deadlines. This matter comes before the District Court upon the parties' joint status report incorporating therein a request that the case be stayed in its entirety because of Defendant Wellpath, LLC's pending bankruptcy proceeding. The Court grants the requested relief. On November 15, 2024, Wellpath filed a "Suggestion of Bankruptcy and Notice of Stay," notifying the District Court that it had filed for Chapter 11 bankruptcy on November 11, 2023, in the U.S. Bankruptcy Court for the Southern District of Texas. Wellpath requested an automatic stay of the entire case. On November 22, 2024, the District Court granted a stay solely for Wellpath and ordered the remaining parties to file a status report on how to proceed. On December 4, 2024, the parties jointly requested a stay of the entire case and vacated all deadlines, citing a November 12, 2024, Amended Interim Order from the Bankruptcy Court. The order enforced an automatic stay under section 62 of the Bankruptcy Code, halting all lawsuits, including claims against non-debtor defendants, on an interim basis. Judge Barch-Kuchta noted that the automatic stay under section 362(a) typically applies only to claims against the debtor, Defendant Wellpath, and not to claims against non-debtor defendants. However, the Bankruptcy Court issued an Amended Interim Order extending the stay to include all claims, including those against non-debtor defendants. The parties agreed to stay the entire case and vacate all deadlines until the interim stay is lifted, either by a Final Order from the Bankruptcy Court or further action by a party. A copy of the Court's decision is available at http://urlcurt.com/u?l=cZnwKq 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 Regalado Suit Due to Bankruptcy -------------------------------------------------------------- Magistrate Judge Barbara A. McAuliffe of the United States District Court for the Eastern District of California stayed the case captioned as C.R.A. by and through his legal guardian NATASHJA ALVAREZ, MELCHOR DAVID ALVAREZ, as successors in interest to decedent RAYMOND REGALADO, Plaintiffs, v. FRESNO COUNTY, et al., Defendants, Case No. 1:23-cv-00672-KES-BAM (E.D. Calif.), as to Defendant Wellpath, LLC. This action commenced on May 2, 2023. The operative first amended complaint, which was filed by Plaintiffs C.R.A. (by and through his legal guardian Natyshja Alvarez) and Melchor David Alvarez, asserts claims against Defendants: (1) Wellpath LLC; (2) County of Fresno; (3) Fresno County Sheriff's Department; and (4) Does 1-25. Trial has not been set. On November 15, 2024, Defendant Wellpath, LLC 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. Based on the suggestion of bankruptcy and notice of stay, the District Court vacated the December 17, 2024 Scheduling Conference and directed Plaintiffs to file a status report within ten days of the bankruptcy court lifting or modifying the stay. Having further considered the matter, the District Court vacates its directive to file a status report and issues the instant order. Pursuant to Section 362 of the Bankruptcy Code, all actions against a defendant who has filed a bankruptcy petition are automatically stayed once the petition is filed. Accordingly, all proceedings in this matter against Wellpath are stayed pursuant to 11 U.SC. Sec. 362(a). Because the District Court is persuaded by In re Miller, 262 B.R. 499, 503-04 & n.6 (B.A.P. 9th Cir. 2001), it declines to stay proceedings against the non-debtor defendants in this action, Defendants County of Fresno and Fresno County Sheriff's Department, pursuant to 11 U.S.C. Sec. 362(a). Nonetheless, district courts have the inherent power to stay a lawsuit. To determine whether a Landis stay is appropriate, courts weigh the following competing interests: (1) whether there is a fair possibility that a stay will cause damage; (2) whether a party may suffer hardship or inequity if a stay is not imposed; and (3) whether a stay will contribute to the orderly course of justice. A stay may be the most efficient and fairest course when there are "independent proceedings which bear upon the case." In light of the pending bankruptcy proceeding, the Court ordered that: 1. The Court vacates its directive to file a status report, as stated in Doc. 62. 2. Within 21 days of the date of service of this order, Plaintiffs shall show cause in writing why the entire action should not be stayed until the bankruptcy proceeding in the related case is resolved. 3. Within 21 days of the date of service of this order, Defendants County of Fresno and Fresno County Sheriff's Department shall file written notice advising the Court of their position regarding a stay of these proceedings pursuant to Landis. A copy of the Court's decision is http://urlcurt.com/u?l=am4yNw 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. WESTMINSTER PRESBYTERIAN: Fitch Affirms 'BB' IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Westminster Presbyterian Retirement Community, VA's dba Westminster at Lake Ridge (WLR) Long-Term Issuer Default Rating (IDR) at 'BB'. Additionally, Fitch has affirmed the 'BB' rating on the series 2016 bonds issued by the Industrial Development Authority of the County of Prince William, VA issued on behalf of WLR. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Westminster Presbyterian Retirement Community (VA) LT IDR BB Affirmed BB Westminster Presbyterian Retirement Community (VA) /General Revenues/1 LT LT BB Affirmed BB The 'BB' rating and Stable Outlook reflect improvement in operating performance in fiscal 2023, ended December 31, with continued improvement through the first three quarters of fiscal year 2024. The improvement in operating performance is driven by stable strong occupancy in independent living (IL) and assisted living (AL), rate increases and tight expense controls. The affirmation also reflects balance sheet metrics aligned with Fitch's prior expectations. Occupancy in the skilled nursing facility (SNF) remained at 74% through the first three quarters of fiscal 2024, slightly below budgeted expectations due to challenges with Medicare admissions, which are expected to persist for the rest of the year. SECURITY The bonds are secured by a gross revenue pledge of and security interest in the gross revenue of the obligated group (WLR is the only member), a mortgage lien on the community, and a series specific debt service reserve that is cash funded to maximum annual debt service (MADS) of $3.34 million. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Steady Demand for ILUs Fitch's 'midrange' assessment of WLR's revenue defensibility reflects its single-site nature, given that WLR is the sole community in the obligated group, and increasing competition in the larger region around its primary market area (PMA), defined as the area surrounding WLR's campus in Lake Ridge, VA, about 30 miles southwest of Washington, D.C. WLR draws approximately 60% of its residents from the nearby suburbs, including Fairfax County, Alexandria, Arlington and parts of Prince William County, VA. WLR differentiates itself from other communities because it offers the full continuum of care on a large open green space, which has resulted in steady strong IL occupancy of 95% over the last five years. WLR maintains a waitlist of over 100 residents, but with a relatively modest $5,000 deposit. WLR demonstrates sufficient pricing flexibility. In fiscal 2023, management increased entrance fees between three and four percent, while increasing monthly fees by nine percent in order to offset increased operating expenses from labor and inflation. For fiscal 2024, entrance fees were increased three percent while monthly fees were raised 4.5% closer to historical averages. WLR's weighted average entrance fees are affordable relative to housing prices in the PMA. Operating Risk - 'bbb' Improving Operating Performance WLR's operating risk is midrange with net operating margin (NOM) and NOM-adjusted (NOMA) averaging 7.21% and 20.5% over the last four fiscal years. Operating performance has stabilized recently as a result of management's cost control initiatives, annual rate increases and improvement in occupancy. Results have improved further through three quarters of fiscal 2024 with WLR reporting NOM and NOMA of 8.13% and 13.14%. Management expects that margins will ultimately be stronger than fiscal 2023 results. Operating ratio and debt burden are in line with Fitch's 'midrange' assessment of WLR's operating risk at 99% and 11%, as of Sept. 30, 2024. Revenue only MADS coverage is also midrange 0.9x for the same time period. Capex-to-depreciation has averaged about 60% over the last five years, which Fitch believes is sufficient to maintain WLR's strong occupancy. WLR completed significant investment on the campus for its IL and common areas in 2020. Management has indicated that it may proceed with a hybrid home IL expansion. The cost may potentially be $20 million of which 50% to 60% would be covered with entrance fees generated through presales. Fitch's forward-looking analysis takes into account the potential project and believes WLR has the capacity to complete the project and maintain its rating. Financial Profile - 'bb' Constrained Liquidity Based on YTD 2024 results through September, cash-to-adjusted debt is sufficient for the 'bb' assessment, given WLR's midrange revenue defensibility and operating risk assessments, and its anticipated to gradually improve over time as the community maintains stronger occupancy levels, factoring in expectations for a possible IL expansion project. WLR's unrestricted cash and investments totaled $14.5 million as of Sept. 30, 2024, representing a weak 35.5% of adjusted debt and 202 days cash on hand. MADS coverage including entrance fees shows a sound five-year average of 1.8x, which is comfortably in excess of the 1.2x requirement. Fitch believes that occupancy will continue to remain stable across the continuum. Strategic investments in independent living and common areas have stabilized occupancy, keeping WLR competitive. These improvements, along with tighter expense controls, are expected to incrementally boost cash flow. However, unrestricted cash is not anticipated to grow significantly, as WLP continues funding capital needs and debt obligations. Fitch projects WLR will maintain adequate cash-to-adjusted debt and MADS coverage levels in line with the current rating, accounting for standard portfolio stress. Asymmetric Additional Risk Considerations No asymmetric risk considerations are relevant. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Erosion of liquidity or additional debt with cash to adjust debt below 30% on a consistent basis; - Failure to maintain operating performance improvement. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained improvement in financial performance and stabilization of occupancy; - Stabilization of cash levels at the current levels with cash-to-adjusted debt maintained comfortably near 50%. PROFILE WLR is a primarily Type C (fee for service) life plan community (LPC) with 235 IL units, including a residential center with 140 apartments and 95 standalone cottages, and a healthcare center consisting of 40 ALUs (34 private and six semi-private units), and a SNF with all private rooms consisting of 44 units. Occupancy levels are based on the 54 SNF beds. WLR is the sole member of the obligated group and generated $29.7 million in 2023 (FYE December 31). WLR's parent, Ingleside, is the sole corporate member of the two other LPCs, Ingleside at King Farm, MD (BB-/Stable) and Ingleside at Rock Creek in Washington, D.C. as well as a supporting foundation, a for-profit development company that is largely dormant except for a minor amount of consulting work, and non-profit home care service provider that was sold in August 2024 and which Ingleside maintains a 15% stake in. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. WNK FOODS: Gets OK to Use Cash Collateral Until Jan. 31 ------------------------------------------------------- WNK Foods, Inc. got the green light from the U.S. Bankruptcy Court for the Central District of California, Riverside Division, to use cash collateral until Jan. 31 next year. The court approved the use of cash collateral to pay operating expenses consistent with the company's budget, with a 10% variance. The budget shows projected monthly expenses totaling approximately $131,074 for December and $134,718 for January 2025. The expenses include rent, utilities, food supplies, payroll, and insurance costs. The U.S. Small Business Administration was granted a replacement lien on all post-petition property of the company, with the same priority and validity as its pre-bankruptcy lien as adequate protection for any diminution in the value of its collateral. About WNK Foods WNK Foods, Inc owns and operates a restaurant in Murrieta, Calif. WNK Foods filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 24-15964) with $1 million to $10 million in both assets and liabilities. WNK Foods President Wahid Karas signed the petition. Judge Mark D. Houle oversees the case. The Debtor is represented by Robert B. Rosenstein, Esq., at Rosenstein & Associates. WNK LV INC: Gets Interim OK to Use Cash Collateral Thru Jan. 21 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Riverside Division, has approved WNK LV Inc.'s interim use of cash collateral through January 21, 2025. The Debtor is authorized to use cash collateral to pay its business expenses pursuant to the attached budget (Exhibit A), with a 10% variance to account for reasonable expense variances. The budget outlines the Debtor's projected expenses for the few months, supporting expenses ranging from $325,847.00 to $351,677.00. The Debtor is also authorized to pay all quarterly fees due to the United States Trustee's Office. All secured creditors have the ability to object and seek adequate protection payments at the continued hearing. A continued hearing scheduled for January 21, 2025. About WNK LV Inc. WNK LV Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16751) with $1,000,001 to $10 million in assets and $1,000,001 to $10 million in laibilities. The petition was signed by Wahid Karas as president. Judge Hon. Mark D Houle oversees the case. The debtor is represented by: Robert B Rosenstein Rosenstein & Associates Tel: 951-296-3888 E-mail: robert@thetemeculalawfirm.com WNK LV: Court Extends Use of Cash Collateral to Jan. 21 ------------------------------------------------------- WNK LV, Inc. received interim approval from the U.S. Bankruptcy Court for the Central District of California, Riverside Division, to use cash collateral until Jan. 21, 2025, marking the second extension since the company's Chapter 11 filing in November. The court previously issued an interim order, allowing the company to access cash collateral until Dec. 17 only. The second interim order signed by Judge Mark Houle approved the use of cash collateral to pay the company's business expenses and quarterly fees of the U.S. Trustee in accordance with the company's budget, with a 10% variance. The budget shows total cash outflow of $325,847 for December, $343,513 for January and $351,677 for February. The next hearing is set for Jan. 21. All secured creditors have the ability to object and seek adequate protection payments at the hearing. About WNK LV Inc. WNK LV, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-16751) on November 12, 2024, with $1 million to $10 million in both assets and liabilities. Wahid Karas, president of WNK LV, signed the petition. Judge Mark D. Houle oversees the case. The Debtor is represented by Robert B. Rosenstein, Esq., at Rosenstein & Associates. WOB HOLDINGS: Gets Final OK to Use Cash Collateral -------------------------------------------------- WOB Holdings, LLC and its affiliates received final approval from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to use cash collateral. The final order authorized the companies to use cash collateral to pay quarterly fees of the U.S. Trustee and make other payments consistent with their projected budget. As adequate protection, Synovus Bank was granted a valid and properly perfected replacement lien on and security interest in all property that constitutes "Collateral." In addition, the secured creditor will receive a monthly payment of $25,000. About WOB Holdings WOB Holdings, LLC owns and operates craft beer restaurants in Tampa, Fla. WOB Holdings filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-04538) on August 2, 2024, with $10 million to $50 million in both assets and liabilities. Paul Avery, president, signed the petition. Judge Catherine Peek Mcewen handles the case. The Debtor is represented by Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP. YESENIA GARCIA: Unsecureds Will Get 100% Dividend in Plan --------------------------------------------------------- Yesenia Garcia DMD PLLC filed with the U.S. Bankruptcy Court for the Southern District of Texas a Combined Disclosure Statement and Plan of Reorganization dated December 13, 2024. The Debtor is a Texas professional limited liability company incorporated on September 20, 2007, whose manager is Dr. Yesenia Garcia. The Debtor operates two dental offices in Houston, Texas, one in University Place and one in Pearland, Texas. The Debtor has received an offer to purchase all assets owned and/or used by Debtor's dental practice (Debtor's Assets) located at 12004 Shadow Creek Parkway, Suite 100, Pearland, Texas 77584 and 5110 Buffalo Speedway, Suite 204, Houston, Texas 77005. This purchase amount is $3,150,000.00 for the clinic's assets. The Debtor believes that the offer is reasonable, at or near the market price for Debtor's Assets and seeks permission to sell the assets free and clear of all claims and interests with the liens and claims attaching to the cash received by Debtor. The purchaser, Dentive, has a corporate office in Provo, Utah, 466 W. 4800 N., #380, Provo, UT 84604. It describes itself as an elite network of private practice providers like-minded, growth-driven professionals who have achieved remarkable success and share best practices. Dr. Garcia, individually, will be compensated for contributing to the Buyer her personal goodwill related to the Practice in the amount of $2,100,000.00 with rights reserved to participate as an investor in Dentive's ownership. Class 3C consists of General Unsecured Claims. The general unsecured claims that are not disputed shall receive distributions of dividends equal to 100 % of each claim that existed on the date of the filing of this chapter 11 bankruptcy. The unsecured creditors whose claims Debtor does not dispute and the claim amounts that the Debtor propose to pay in full pursuant to the Plan: Bank of America Cash Rewards ($3,202,52); American Express ($9,768.95); American Orthodontics ($12,376.40); Bank of America credit card ($37,193.25); and Small Business Administration ($133,014.78). The Plan is based upon the distribution to the creditors based upon the Sale of the Property. The Debtor shall file a Motion for Authority to Sell the Assets of the corporation and will seek an Order from the Court approving the Sale. Notice of Motion and Hearing shall be given to all creditors and parties in interest prior to the Sale. The closing of the sale shall be at a date and time that the Court will state in its Order. All allowed claims shall be satisfied by the distribution of the proceeds of the Sale. Doctor Garcia will serve as the distributing agent for the Debtor. After all allowed claims have been satisfied in accordance with the confirmation order, the remaining proceeds will be distributed to the Debtor. Claims in Classes 1, 2 and 3 shall be paid in full at closing of the sale. In the case of professional fees, the professional shall file an application for approval and shall be paid within 14 days after entry of order approving them. A full-text copy of the Combined Disclosure Statement and Plan dated December 13, 2024 is available at https://urlcurt.com/u?l=eNGgMk from PacerMonitor.com at no charge. Attorneys for the Debtor: LAW OFFICES OF LARRY A. VICK Larry A. Vick, Esq. 13501 Katy Freeway, Suite 3474 Houston, Texas 77079 (713) 239-1062 (832) 202-2821 – fax About Yesenia Garcia DMD Yesenia Garcia DMD, PLLC operates as a dental practice, providing dental care and services to its clients. Yesenia Garcia filed Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 24-33537) on Aug. 1, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Larry A. Vick, Esq. ZACHRY HOLDINGS: Seeks to Extend Plan Exclusivity to March 17, 2025 ------------------------------------------------------------------- Zachry Holdings, Inc. and its 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 March 17, 2025 and May 16, 2025, respectively. The Debtors explain that the size and complexity of a company's chapter 11 case is perhaps the most common justification for extending a debtor's exclusive periods. There are 21 separate Debtor entities in these cases, with thousands of creditors, approximately $281 million of funded debt, and over $5.4 billion in operating revenues on a consolidated basis. The Debtors are involved in numerous large construction projects worth tens of billions of dollars and have existing business relationships with thousands of customers and vendors across the globe. These cases are unquestionably large and complex. The Debtors claim that this is their second request for an extension of the Exclusive Periods. During their approximately seven months in bankruptcy, the Debtors have stabilized their business operations, secured the consensual use of cash collateral, and negotiated a consensual exit from the GPX Project. The Debtors are actively seeking exit financing that is needed to implement the Plan. The Debtors need additional time to confirm the Plan or, if that proves impractical, to propose and confirm a different plan of reorganization. The Debtors assert that they are not seeking an extension of the Exclusive Periods to pressure or coerce creditors. The Debtors have maintained an active dialogue with their creditors and are seeking an extension of time to confirm the Plan or to propose a different plan of reorganization that will maximize recoveries for the Debtors' stakeholders. The additional time will allow the Debtors to further engage with their creditors without the distraction that could be created by competing plans. The Debtors further assert that they have filed a viable Plan and are in the process of soliciting and confirming that Plan. The extension will give the Debtors the time required to confirm the Plan without the distraction of competing plans. In addition, to the extent that the Debtors cannot consummate the Plan, the extension will give the Debtors the opportunity to propose and confirm an alternative plan of reorganization without the potential distraction of competing plans. The Debtors note that despite the progress that the Debtors have made thus far, unresolved contingencies still exist, including securing the exit financing necessary to implement the Plan. The Debtors require additional time to secure the best possible exit financing terms and negotiate consensual modifications to the existing senior credit facility. Counsel to the Debtors: Charles R. Koster, Esq. WHITE & CASE LLP 609 Main Street, Suite 2900 Houston, Texas 77002 Tel: (713) 496-9700 Fax: (713) 496-9701 Email: charles.koster@whitecase.com - and - Bojan Guzina, Esq. Andrew F. O'Neill, Esq. RJ Szuba, Esq. Barrett Lingle, Esq. 111 South Wacker Drive, Suite 5100 Chicago, Illinois 60606 Tel: (312) 881-5400 Email: bojan.guzina@whitecase.com aoneill@whitecase.com rj.szuba@whitecase.com barrett.lingle@whitecase.com About Zachry Holdings Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. None of the entities affiliated with Zachry Construction are Debtors in the chapter 11 cases. Zachry Holdings and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. ZURVITA HOLDINGS: Seeks Chapter 11 Bankruptcy Protection -------------------------------------------------------- On December 20, 2024, Zurvita Holdings Inc. filed Chapter 11 protection in the District of Delaware. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Zurvita Holdings Inc. Zurvita Holdings Inc. is a direct sales company which is focused on health and wellness. Its signature product, Zeal, is an all-in-one nutritional drink mix to enjoy the benefits of essential nutrients and superfoods in one simple solution to help modern families achieve their health goals deliciously and affordably. Zurvita Holdings Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12823) on December 20, 2024. In the petition filed by Shadron L. Stastney, as director, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Mary F. Walrath handles the case. Debtors' Bankruptcy Counsel: Aaron H. Stulman, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 Email: astulman@potteranderson.com Debtors' Investment Banker: SC&H GROUP, INC. Debtors' Claims & Noticing Agent: RELIABLE COMPANIES D/B/A RELIABLE [] BOOK REVIEW: The Heroic Enterprise ------------------------------------- The Heroic Enterprise: Business and the Common Good Author: John Hood Publisher: Beard Books (reprint of book published by The Free Press/Division of Simon and Schuster in 1996). Paperback: 266 pages List Price: $34.95 Order your copy at https://bit.ly/3awLUV3 Hood writes as a counterbalance to ideas that business should be expected to contribute to the common good along the lines of charities, say, or public health. He writes too against the highly partisan, pernicious perspective that business activity is antisocial and disruptive which at times gains some degree of credibility. Critiques of business have been around as long as commerce and business have been around. These come usually from religious or political zealots seeking dictatorial hold over all significant kinds of human activity and enterprise. In this work, Hood aims to counterbalance latter-day versions of such critiques arising in American society. The counterculture, antiestablishment 1960s was a time when such critiques were particularly strong. They have moderated since, yet remain a persistent chorus which influences politics and imagery and public affairs of business. Hood does not aim to stifle or eliminate debate about the effects of business on society or how business should engage in business. What he aims for is dismissing once and for all myopic and almost utopian conceptions about business and related erroneous purposes and values of it. Such conceptions are worrisome to businesspersons not because they believe they have any foundation, but because they waste resources and energy in having to continually correct them so business can function properly. And to the extent such myopic conceptions are believed or entertained by the public, they hamper the public and politicians in working out policies by which the greatest benefits of business can be reaped by society. The author clarifies the place and role of business by contrasting business with other parts of society. A standard, self-evident tenet of sociologists going back to the time of Plato is that society is made up of different parts fulfilling different roles for the varied needs of society and so that a society will function smoothly and survive. Business is distinguished from government and philanthropy. "Businesses exist to make and sell things, whereas by contrast "governments exist to take and protect things [and] charities exist to give things away." The social responsibility for each category of institution is inherent in its purposes and activities. For example, businesses alone cannot solve environmental problems. Whatever problems which can be attached to business are related to government policies and business's operations to satisfy consumer interests. Hence, business alone cannot solve environmental problems, and should not be expected to. Critics requiring that business solve environmental problems without similarly requiring changes in government policies and consumer interests are shortsightedly and unreasonably tarnishing business while not making any relevant or productive arguments for dealing with environmental problems. In elucidating business's proper place in and contributions to society, Hood is not unmindful that some businesses fail to fulfill their role in good faith and beneficially. But instead of criticizing business fundamentally, he proffers questions critics can ask before targeting particular businesses. Two of these are "Are corporations obtaining their profits through force or fraud?" and "Are corporations putting investments at their disposal to the most economically productive use?" Hood's perspective in support of business against unfair and irrelevant criticisms is based on the acknowledgment that business is operating productively, for the common good, and is open to cooperative activities with other parts of society in trying to resolve common problems. "The Heroic Enterprise" is not an argument for business -- for as a fundamental aspect of any society, business does not need an argument to justify it. The book mostly takes the approach of reviewing why business is necessary and therefore must be naturally, easily accepted -- namely, because of the manifold benefits business provides for society and because it along with good government and respectable morals has been a primary engine for the betterment of human life. John Hood has much experience in the media and communication as a syndicated columnist, TV commentator, and radio host. Author of seven nonfiction books on subjects as business, advertising, public policy, and political history, and many articles for national publications such as the Wall Street Journal, Hood is President of the John William Pope Foundation, a Raleigh, N.C.-based grantmaker that supports public policy organizations, educational institutions, arts and cultural programs, and humanitarian relief in North Carolina and beyond. Hood also serves on the board of the John Locke Foundation, the state policy think tank he helped found in 1989 and led as its president for more than two decades. He teaches at Duke University's Sanford School of Public Policy. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Matthew Dine-mite Hospitality Group LLC Bankr. S.D. Cal. Case No. 24-04771 Chapter 11 Petition filed December 17, 2024 See https://www.pacermonitor.com/view/3TCYIGA/Matthew_Dine-mite_Hospitality__casbke-24-04771__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew D. Resnik, Esq. RHM LAW LLP E-mail: matt@rhmfirm.com In re Florida Monster Chef, LLC Bankr. M.D. Fla. Case No. 24-06830 Chapter 11 Petition filed December 17, 2024 See https://www.pacermonitor.com/view/EWB5L4A/Florida_Monster_Chef_LLC__flmbke-24-06830__0001.0.pdf?mcid=tGE4TAMA represented by: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP E-mail: jluna@lathamluna.com In re New York Premier Inc. Bankr. E.D.N.Y. Case No. 24-74769 Chapter 11 Petition filed December 17, 2024 See https://www.pacermonitor.com/view/CGEIY5Q/New_York_Premier_Inc__nyebke-24-74769__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 245 West 14th Street Tavern Corp Bankr. S.D.N.Y. Case No. 24-12348 Chapter 11 Petition filed December 17, 2024 See https://www.pacermonitor.com/view/IFBYT2Y/245_West_14th_Street_Tavern_Corp__nysbke-24-12348__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM PLLC E-mail: lmorrison@m-t-law.com In re Butler Trucking LLC Bankr. N.D. Ohio Case No. 24-32443 Chapter 11 Petition filed December 17, 2024 See https://www.pacermonitor.com/view/3UG2L7I/Butler_Trucking_LLC__ohnbke-24-32443__0001.0.pdf?mcid=tGE4TAMA represented by: Eric Neuman, Esq. DILLER AND RICE, LLC E-mail: Steven@drlawllc.com; Kim@drlawllc.com; Eric@drlawllc.com In re New Direction Home Health Care of DFW Inc. Bankr. N.D. Tex. Case No. 24-44654 Chapter 11 Petition filed December 17, 2024 See https://www.pacermonitor.com/view/QVYNOBQ/New_Direction_Home_Health_Care__txnbke-24-44654__0001.0.pdf?mcid=tGE4TAMA represented by: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC E-mail: joyce@joycelindauer.com In re Ideal Health and Fitness Corp. Bankr. E.D. Cal. Case No. 24-25682 Chapter 11 Petition filed December 18, 2024 See https://www.pacermonitor.com/view/HYBNQAY/Ideal_Health_and_Fitness_Corp__caebke-24-25682__0001.0.pdf?mcid=tGE4TAMA represented by: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER E-mail: michael.berger@bankruptcypower.com In re Orange River Outdoor Center, LLC Bankr. M.D. Fla. Case No. 24-01923 Chapter 11 Petition filed December 18, 2024 See https://www.pacermonitor.com/view/PZ7R7EA/Orange_River_Outdoor_Center_LLC__flmbke-24-01923__0001.0.pdf?mcid=tGE4TAMA represented by: David Lampley, Esq. F&L LAW GROUP, P.A. E-mail: DLampley@FLLawGroup.com In re Beauty Gods, LLC Bankr. S.D. Fla. Case No. 24-23215 Chapter 11 Petition filed December 18, 2024 See https://www.pacermonitor.com/view/S3X7CHQ/Beauty_Gods_LLC__flsbke-24-23215__0001.0.pdf?mcid=tGE4TAMA represented by: Michael D. Seese, Esq. SEESE, P.A. E-mail: mseese@seeselaw.com In re Shenandoah Medical Care Center, LLC Bankr. S.D. Fla. Case No. 24-23207 Chapter 11 Petition filed December 18, 2024 See https://www.pacermonitor.com/view/KHQLUWQ/Shenandoah_Medical_Care_Center__flsbke-24-23207__0001.0.pdf?mcid=tGE4TAMA represented by: Monique Hayes, Esq. DGIM LAW PLLC E-mail: monique@dgimlaw.com In re Meredith Slayden Dillard and Matthew Dennis Dillard Bankr. M.D. Ga. Case No. 24-30664 Chapter 11 Petition filed December 18, 2024 In re Protec RE Holdings Inc. Bankr. D. Mass. Case No. 24-12538 Chapter 11 Petition filed December 18, 2024 See https://www.pacermonitor.com/view/HWD43LI/Protec_RE_Holdings_Inc__mabke-24-12538__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Protec Instrument Corporation Bankr. D. Mass. 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Case No. 24-12560 Chapter 11 Petition filed December 20, 2024 See https://www.pacermonitor.com/view/CAMSS2Q/Mannys_Mexican_Cocina_Inc__wiwbke-24-12560__0001.0.pdf?mcid=tGE4TAMA represented by: Galen W. Pittman, Esq. PITTMAN & PITTMAN LAW OFFICES, LLC E-mail: Info@PittmanandPittman.com In re Frank Wolfram Ermel Bankr. C.D. Cal. Case No. 24-20447 Chapter 11 Petition filed December 23, 2024 represented by: Harold Dickens, Esq. In re Thomas Cardoso Madruga Bankr. N.D. Cal. Case No. 24-51951 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/6A7DKAI/Thomas_Cardoso_Madruga__canbke-24-51951__0001.0.pdf?mcid=tGE4TAMA represented by: Stanley A. Zlotoff, Esq. STANLEY A. ZLOTOFF E-mail: zlotofflaw@gmail.com In re S & CD Home Care Flipping LLC Bankr. M.D. Fla. Case No. 24-06975 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/AUMVXPI/S__CD_Home_Care_Flipping_LLC__flmbke-24-06975__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Northstarr Builders, LLC Bankr. E.D. Mich. Case No. 24-32419 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/Z6AYHGI/Northstarr_Builders_LLC__miebke-24-32419__0001.0.pdf?mcid=tGE4TAMA represented by: George E. Jacobs, Esq. BANKRUPTCY LAW OFFICES E-mail: george@bklawoffice.com In re Trusted Heating & Cooling Solutions, Inc. Bankr. E.D. Mich. Case No. 24-32422 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/PXJ3BNA/Trusted_Heating__Cooling_Solutions__miebke-24-32422__0001.0.pdf?mcid=tGE4TAMA represented by: George E. Jacobs, Esq. BANKRUPTCY LAW OFFICES E-mail: george@bklawoffice.com In re Beauchamp Enterprises Bankr. D. Nev. Case No. 24-51268 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/47V4ZII/BEAUCHAMP_ENTERPRISES__nvbke-24-51268__0001.0.pdf?mcid=tGE4TAMA represented by: Kevin A. Darby, Esq. DARBY LAW PRACTICE E-mail: kevin@darbylawpractice.com In re Arthur J Smith and Jennifer A Smith Bankr. D.N.J. Case No. 24-22556 Chapter 11 Petition filed December 23, 2024 represented by: Andre Kydala, Esq. In re Autorama Enterprises Inc. Bankr. S.D.N.Y. Case No. 24-12392 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/6UKBI7I/Autorama_Enterprises_Inc__nysbke-24-12392__0001.0.pdf?mcid=tGE4TAMA represented by: Leo Jacobs, Esq. JACOBS P.C. E-mail: leo@jacobspc.com In re Glosslab 180 West Broadway LLC Bankr. S.D.N.Y. Case No. 24-12403 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/MVKTG6A/Glosslab_180_West_Broadway_LLC__nysbke-24-12403__0001.0.pdf?mcid=tGE4TAMA represented by: Adrienne Woods, Esq. WZMP WEINBERG ZAREH MALKIN PRICE LLP E-mail: awoods@wzmplaw.com In re Glosslab Flatiron LLC Bankr. S.D.N.Y. Case No. 24-12401 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/MDOJPZQ/Glosslab_Flatiron_LLC__nysbke-24-12401__0001.0.pdf?mcid=tGE4TAMA represented by: Adrienne Woods, Esq. WZMP WEINBERG ZAREH MALKIN PRICE LLP E-mail: awoods@wzmplaw.com In re Glosslab IP LLC Bankr. S.D.N.Y. Case No. 24-12400 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/P6YQUYI/Glosslab_IP_LLC__nysbke-24-12400__0001.0.pdf?mcid=tGE4TAMA represented by: Adrienne Woods, Esq. WZMP WEINBERG ZAREH MALKIN PRICE LLP E-mail: awoods@wzmplaw.com In re Reliable General Contractor, LLC Bankr. W.D. Pa. Case No. 24-23106 Chapter 11 Petition filed December 23, 2024 See https://www.pacermonitor.com/view/PL467MI/Reliable_General_Contractor_LLC__pawbke-24-23106__0001.0.pdf?mcid=tGE4TAMA represented by: Donald R. Calaiaro, Esq. CALAIARO VALENCIK E-mail: dcalaiaro@c-vlaw.com In re Abdul Rahman Karriam Bankr. N.D. Tex. Case No. 24-34154 Chapter 11 Petition filed December 23, 2024 represented by: Kevin Wiley, Esq. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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